UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 14, 2021
Precision BioSciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-38841 | | 20-4206017 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701
(Address of principal executive offices) (Zip Code)
(919) 314-5512
(Registrant’s telephone number, including area code)
N/A
(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 | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.000005 per share | DTIL | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 14, 2021, Christopher Heery, M.D., notified Precision BioSciences, Inc. (the “Company”) of his resignation as the Company’s Chief Medical Officer, effective April 23, 2021. Alan List, M.D., who has been serving as a strategic clinical advisor to the Company, will succeed Dr. Heery as the Company’s Chief Medical Officer beginning on April 26, 2021.
In connection with Dr. Heery’s resignation, Dr. Heery and the Company are expected to enter into a consulting agreement (the “Consulting Agreement”) pursuant to which Dr. Heery is to provide consulting services to the Company for an hourly fee of $600 per hour, up to a maximum fee of $35,000 under the Consulting Agreement. The Consulting Agreement provides that the stock options held by Dr. Heery will continue to vest during the term of the Consulting Agreement and Dr. Heery will be entitled to an extended post-termination exercise period for such options.
Item 7.01.Regulation FD Disclosure.
On April 15, 2021, the Company issued a press release announcing Dr. List’s appointment, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
SIGNATURES
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.
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| | | | PRECISION BIOSCIENCES, INC. |
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Date: April 15, 2021 | | | | By: | | /s/ Dario Scimeca |
| | | | | | Dario Scimeca |
| | | | | | General Counsel |
