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): December 26, 2018
Kadmon Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-37841 | | 27-3576929 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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450 East 29th Street New York, NY | | 10016 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (212) 308-6000
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 (see General Instruction A.2. below):
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☐ | 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)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☒
Item 5.02 | Departure of Directors or Certain Officers |
On December 26, 2018, Bart M. Schwartz, Esq. notified Kadmon Holdings, Inc. (the “Company”) of his resignation as a member of the Board of Directors of the Company (the “Board”), effective as of the close of business on December 31, 2018. Mr. Schwartz serves as the Chairman of the Board, as the Chairman of the compensation committee of the Board and on the nominating and corporate governance committee and the regulatory and compliance committee of the Board. Mr. Schwartz is resigning due to increasing responsibilities at his charitable commitments, including the All Stars Project, a national youth non-profit organization where he serves as director and was recently elected chairman of its New York board, and the Police Athletic League, New York City’s largest independent youth development non-profit organization, where he serves as director. Mr. Schwartz has confirmed that his resignation is not the result of any disagreement with the Company. The Company thanks him for his service and wishes him well in his future endeavors.
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Item 7.01 | Regulation FD Disclosure |
On December 27, 2018, the Company issued a press release announcing Mr. Schwartz’s resignation.
The information in this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “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 Section 18 of the Exchange Act. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
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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| | | | Kadmon Holdings, Inc. |
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Date: December 27, 2018 | | | | /s/ Harlan W. Waksal |
| | | | Harlan W. Waksal |
| | | | President and Chief Executive Officer |
