CASC Cascadian Therapeutics, Inc. (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 26, 2015

 

 

ONCOTHYREON INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33882		26-0868560
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(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 (see General Instruction A.2. below):

 

¨	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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2015, the Board of Directors (the “Board”) of Oncothyreon Inc. (the “Company”) appointed Steven P. James to the Board as a Class II director, effective February 26, 2015. The Board also appointed Mr. James to the Audit Committee of the Board, effective as of February 26, 2015.

There is no arrangement or understanding with any person pursuant to which Mr. James was appointed as a member of the Board. There are also no family relationships between Mr. James and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In accordance with the Company’s existing compensation policy with respect to annual cash fees for non-employee directors, Mr. James will receive an annual cash fee of $50,000, which will be prorated during 2015. In addition, the Board granted Mr. James a restricted share unit award pursuant to the terms of the Company’s Amended and Restated Restricted Share Unit Plan equal to the greater of (i) 7,500 restricted share units and (ii) $50,000 divided by the closing price of the Company’s common stock on The NASDAQ Global Market on the effective date of the grant, which will be the later of the second trading day following the Company’s public disclosure of its financial results for the quarter and year ended December 31, 2014 or the first trading date on which the Company’s trading window under its insider trading policy is open. The restricted stock units will vest on the second anniversary of the date of grant. The Company also intends to enter into its standard form of indemnification agreement with Mr. James. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-4 (File No. 333-145995), originally filed with the Securities and Exchange Commission on September 12, 2007, as subsequently amended.

A copy of the press release announcing Mr. James’ appointment to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release issued by Oncothyreon Inc. dated March 3, 2015.

 

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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.

 

Date: March 3, 2015

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release issued by Oncothyreon Inc. dated March 3, 2015.

 

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Exhibit 99.1

 

Oncothyreon Announces Appointment of Steven P. James to

Board of Directors

SEATTLE, WASHINGTON, March 3, 2015 (GLOBE NEWSWIRE) - Oncothyreon Inc. (NASDAQ: ONTY) today announced the appointment of Steven P. James to its board of directors.

“We are pleased to welcome Steve, with his extensive experience in the leadership of development stage biotechnology companies and business development, to our board of directors,” said Robert L. Kirkman, M.D., President and Chief Executive Officer of Oncothyreon.

Mr. James served as President and Chief Executive Officer of Labrys Biologics, Inc., from December 2012 until its acquisition by Teva Pharmaceuticals in July 2014. He was President and Chief Executive Officer of KAI Pharmaceuticals, Inc., from October 2004 until its acquisition by Amgen in July 2012. He was Senior Vice President, Commercial Operations, at Exelixis, Inc., from 2003 until 2004. Previously he held senior business roles at Sunesis Pharmaceuticals, Inc., and Isis Pharmaceuticals, Inc. He began his career in new product planning at Eli Lilly and Company. Mr. James is also a member of the board of directors of Ocera Therapeutics, Inc., and Chrono Therapeutics. Mr. James earned a Bachelor of Arts degree in biology from Brown University and a Masters in Management degree from the Kellogg Graduate School of Management at Northwestern University.

“I am delighted to join Oncothyreon’s board of directors at a time of significant potential growth for the company,” said Mr. James. “The initial data for ONT-380 in HER2-positive breast cancer are encouraging and supportive of its further development. In addition, the protocell technology has the potential to create both exciting new product candidates for Oncothyreon and meaningful business development opportunities.”

About Oncothyreon

Oncothyreon is a clinical-stage biopharmaceutical company specializing in the development of innovative therapeutic products for the treatment of cancer. Our goal is to discover, develop and commercialize novel compounds that have the potential to improve the lives and outcomes of cancer patients. Our current clinical-stage product candidates include ONT-380, an orally active

 

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and selective small molecule HER2 inhibitor, and ONT-10, a therapeutic vaccine targeting MUC1. We are developing preclinical product candidates in oncology, and potentially certain rare diseases, using our protocell technology. For more information, visit www.oncothyreon.com.

Additional Information

Additional information relating to Oncothyreon can be found on EDGAR at www.sec.gov and on SEDAR at www.sedar.com.

Investor and Media Relations Contact:

Julie Rathbun

Rathbun Communications

206-769-9219

ir@oncothyreon.com

 

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