UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 10, 2020
ALPINE IMMUNE SCIENCES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-37449 | | 20-8969493 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
188 East Blaine Street, Suite 200
Seattle, WA 98102
(Address of principal executive offices, and ZIP code)
Registrant’s telephone number including area code: (206) 788-4545
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:
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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)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| | | | |
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | ALPN | | The Nasdaq Stock Market LLC |
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 x
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. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2020, the board of directors (the “Board”) of Alpine Immune Sciences, Inc. (the “Company”), based upon a recommendation from the Nominating and Corporate Governance Committee of the Board, voted to appoint Natasha Hernday as a director of the Company, effective immediately. Ms. Hernday was appointed as a Class I director with a term expiring at the Company’s 2022 annual meeting of stockholders. The Board also appointed Ms. Hernday to the Board’s Audit Committee.
There are no transactions and no proposed transactions between Ms. Hernday or any member of her immediate family and the Company or its subsidiaries, and there is no arrangement or understanding between Ms. Hernday and any other person or entity pursuant to which Ms. Hernday was appointed as a director of the Company.
Ms. Hernday will participate in the Company’s standard compensation plan for non-employee directors, including an initial stock option grant, which was granted to Ms. Hernday on December 10, 2020. The standard compensation plan for non-employee directors is described in the section titled “Board of Directors and Corporate Governance — Non-Employee Director Compensation — Director Compensation Policy” of the Company’s definitive proxy statement on Schedule 14A filed on May 5, 2020. In addition, the Company will enter into its standard form of indemnification agreement with Ms. Hernday.
In addition, on December 10, 2020, Mr. Paul Sekhri submitted his resignation from the Board effective December 10, 2020. Mr. Sekhri’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Sekhri’s resignation, Dr. Xiangmin Cui was appointed to the Board’s Compensation Committee.
Following Ms. Hernday’s appointment to the Board’s Audit Committee and Dr. Cui’s appointment to the Board’s Compensation Committee, the membership on the three standing committees of the Board is as follows:
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| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee |
| Robert Conway (chairman) | James Topper (chairman) | Peter Thompson (chairman) |
| Natasha Hernday | Xiangmin Cui | Robert Conway |
| Christopher Peetz | Peter Thompson | Xiangmin Cui |
A press release announcing Ms. Hernday’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | |
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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| Date: December 11, 2020 | | | | ALPINE IMMUNE SCIENCES, INC. |
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| | | By: | | /s/ Paul Rickey |
| | | Name: | | Paul Rickey |
| | | Title: | | Senior Vice President and Chief Financial Officer |
