SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Address of principal executive offices)
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Poseida Therapeutics, Inc. (the “Company”), the Board appointed Rafael Amado, M.D., as a director of the Company. Dr. Amado will serve as a Class III director with an initial term expiring at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), or until his earlier death, resignation, or removal.
There are no arrangements or understandings between Dr. Amado and any other persons pursuant to which he was selected as a director of the Company. There is no transaction involving Dr. Amado that requires disclosure under Item 404(a) of Regulation S-K.
Dr. Amado will be entitled to receive cash and equity compensation for his service as a director of the Company pursuant to the Company’s amended and restated non-employee director compensation policy, a copy of which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 333-239321), filed with the Securities and Exchange Commission on August 11, 2022. Pursuant to the director compensation policy, Dr. Amado will receive (i) an initial option grant to purchase 55,200 shares of the Company’s common stock, and (ii) an initial restricted stock unit award covering 39,300 shares of the Company’s common stock, in each case vesting monthly or annually, respectively, over a three-year period. In addition, Dr. Amado will be paid a $40,000 annual cash retainer for his service on the Board, payable in arrears on a quarterly basis and pro-rated for any partial months of service. The Board has determined that Dr. Amado will not receive an “Annual Grant” as defined in the director compensation policy at the Company’s 2023 Annual Meeting given the proximity of Dr. Amado’s appointment and the anticipated date of the 2023 Annual Meeting.
The Company also entered into its standard form of indemnity agreement with Dr. Amado, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-239321), filed with the Securities and Exchange Commission on June 19, 2020.
On April 13, 2023, the Company issued a press release announcing the appointment of Dr. Amado, a copy of which is attached hereto as Exhibit 99.1.
Financial Statements and Exhibits.
|Press Release of Poseida Therapeutics, Inc., dated April 13, 2023.
|Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 13, 2023
|Poseida Therapeutics, Inc.
|Harry J. Leonhardt
General Counsel, Chief Compliance Officer
& Corporate Secretary
Poseida Therapeutics Appoints Rafael G. Amado, M.D.,
to Board of Directors
SAN DIEGO, April 13, 2023 Poseida Therapeutics, Inc. (Nasdaq: PSTX), a clinical-stage cell and gene therapy company advancing a new class of treatments for patients with cancer and rare diseases, today announced the appointment of Rafael G. Amado, M.D., to its Board of Directors, effective today.
I am thrilled to welcome Rafael to the Board of Directors of Poseida. His deep expertise and experience in oncology, immunotherapy and both allogeneic CAR-T and TCR-T adoptive cell therapy for the treatment of cancers make him an ideal addition to complement the strengths of our Board, said Mark Gergen, Chief Executive Officer of Poseida. With his strong track record in both pharma and biotech leadership he is positioned to provide strategic insight as we continue pursuing our mission to redefine cell and gene therapies in cancer, genetic diseases and beyond.
I am honored to join the Board at Poseida, as it advances a new class of cell and gene therapies with tremendous promise, said Dr. Amado. I believe the Companys genetic engineering technologies have the potential to reshape the landscape of off-the-shelf cell therapies and offer new treatment options for patients fighting cancer. I look forward to working closely with Poseida as the Company continues to develop its exciting pipeline in oncology and rare genetic diseases.
Dr. Amado currently serves as President, Head of Global Oncology Research and Development at Zai Lab, a public biopharmaceutical company. Prior to Zai Lab, Dr. Amado served as Executive Vice President, Head of Research and Development and Chief Medical Officer from September 2019 to December 2022 at Allogene Therapeutics, Inc. and President of Research and Development from August 2018 to August 2019 and Chief Medical Officer from March 2015 to August 2018 at Adaptimmune, LLC. Prior to Adaptimmune, Dr. Amado held various roles of increasing responsibility at GlaxoSmithKline, most recently as Senior Vice President and Global Head of Oncology Research and Development, and at Amgen Inc., where he was last Executive Director of Clinical Research and Global Development in Therapeutic Oncology. Prior to joining Amgen, he held academic roles at the University of California, Los Angeles (UCLA) in the Department of Medicine, Division of Hematology / Oncology. Dr. Amado received an M.D. from the University of Seville School of Medicine in Seville, Spain and completed his internship and residency in Internal Medicine at the Michael Reese Hospital and Medical Center and a fellowship in Hematology / Oncology at UCLA.
About Poseida Therapeutics, Inc.
Poseida Therapeutics is a clinical-stage biopharmaceutical company advancing differentiated cell and gene therapies with the capacity to cure certain cancers and rare diseases. The Companys pipeline includes allogeneic CAR-T cell therapy product candidates for both solid and liquid tumors as well as in vivo gene therapy product candidates that address patient populations with high unmet medical need. The Companys approach to cell and gene therapies is based on its proprietary genetic editing platforms, including its non-viral piggyBac® DNA Delivery System, Cas-CLOVER Site-Specific Gene Editing System and nanoparticle and hybrid gene delivery technologies. The Company has formed global strategic collaborations with Roche and Takeda to unlock the promise of cell and gene therapies for patients. Learn more at www.poseida.com and connect with Poseida on Twitter and LinkedIn.
Statements contained in this press release regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, expected plans with respect to the potential capabilities and benefits of the Companys technology platforms and product candidates; the Companys plans and strategy with respect to developing its technologies and product candidates; the quotes from Mr. Gergen and Dr. Amado and future contributions of the Companys scientists, partners and collaborators, including members of the Companys board of directors. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Companys current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the Companys reliance on third parties for various aspects of its business; risks and uncertainties associated with development and regulatory approval of novel product candidates in the biopharmaceutical industry; the Companys ability to retain key scientific or management personnel; the fact that the Company will have limited control over the efforts and resources that its strategic partners devote to advancing development programs under their respective collaboration agreements and the ability of its strategic partners to early terminate the collaborations, such that the Company may not receive the potential fees and payments under the collaboration agreements or fully realize the benefits of such collaborations; and the other risks described in the Companys filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Stern Investor Relations
Senior Director, Corporate Communications and IR
Poseida Therapeutics, Inc.