| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed on a Current Report on Form8-K filed on January 16, 2019, Alpine Immune Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement, dated January 15, 2019 (the “Purchase Agreement”), with the Purchasers (as defined therein), for the private placement of 4,706,700 units representing (i) 4,706,700 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) warrants to purchase an additional 1,835,610 shares of Common Stock for $5.37 per unit (each unit consisting of one share of Common Stock and a warrant to purchase 0.39 of a share of Common Stock). On January 18, 2019, the issuance of the securities contemplated by the Purchase Agreement was completed, resulting in gross proceeds to the Company of approximately $25.3 million (the “Closing”).
Effective as of the Closing, the Company’s board of directors (the “Board”) voted to appoint Min Cui, Ph.D., Founder and Managing Director of Decheng Capital LLC (“Decheng”), as a director of the Company. Dr. Cui was appointed as a Class II director with a term expiring at the Company’s 2020 annual meeting of stockholders. Dr. Cui was not appointed to any committees of the Board in connection with his initial appointment as a director.
Dr. Cui was appointed to the Board in satisfaction of a condition to the Closing pursuant to the terms of the Purchase Agreement. In addition, pursuant to the terms of the Purchase Agreement, for so long as funds affiliated with Decheng beneficially own 8% or more in the aggregate of the issued and outstanding Common Stock (excluding any shares of Common Stock issuable upon the exercise of the remaining, unexercised portion of warrants held by Decheng), Decheng is entitled to nominate one member of the Company’s Board, and the Company will take all necessary actions to nominate such director at each meeting of stockholders where such nominee is up forre-election. At the Closing, Decheng Capital China Life Sciences USD Fund III, L.P., an affiliate of Decheng, purchased 3,165,735 units (consisting of 3,165,735 shares of Common Stock and warrants to purchase 1,234,636 shares of Common Stock) for an aggregate purchase price of approximately $17.0 million. Except as set forth in this paragraph, there are no transactions and no proposed transactions between Dr. Cui (or any member of his immediate family) and the Company (or any of its subsidiaries), and there is no other arrangement or understanding between Dr. Cui and any other person or entity pursuant to which Dr. Cui was appointed as a director of the Company.
Dr. Cui will participate in the Company’s standard compensation plan fornon-employee directors, including an initial stock option grant of 7,650 shares of Common Stock, which was granted to Dr. Cui on January 18, 2019. The standard compensation plan fornon-employee directors is described in the section titled“Non-Employee Director Compensation” of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 24, 2018. In connection with his appointment, Dr. Cui entered into a standard indemnification agreement in the form previously approved by the Board.
