Current Report Filing (8-k)
June 09 2017 - 05:03PM
Edgar (US Regulatory)
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): June 6, 2017
CERULEAN PHARMA INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-36395
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20-4139823
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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35 Gatehouse Drive
Waltham, MA
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (781)
996-4300
Not Applicable
(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 Instructions A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
Departure of Adrian Senderowicz, M.D.
On June 6, 2017, Cerulean Pharma Inc. (the Company) and Adrian Senderowicz, M.D., Senior Vice President and Chief Medical Officer of the
Company, agreed that Dr. Senderowiczs last day of employment with the Company will be June 15, 2017. Dr. Senderowiczs decision to terminate his employment with the Company did not involve any disagreement with the Company,
the Companys management or the Board of Directors.
The terms of Dr. Senderowiczs existing retention agreement with the Company were
previously described in Amendment No. 1 to the Companys Annual Report on Form
10-K/A
for the fiscal year ended December 31, 2016, filed by the Company on April 28, 2017. The Company
expects that, pursuant to the terms of the retention agreement, following Dr. Senderowiczs termination, he shall remain eligible for the health assistance payment and management change in control bonus described therein and shall not be
required to repay his retention bonus in connection with his termination.
Departure of Scott Eliasof, Ph.D.
On June 6, 2017, the Company and Scott Eliasof, Ph.D., Senior Vice President and Chief Scientific Officer agreed that Dr. Eliasofs last day of
employment with the Company will be June 30, 2017. Dr. Eliasofs decision to terminate his employment with the Company did not involve any disagreement with the Company, the Companys management or the Board of Directors.
The terms of Dr. Eliasofs existing retention agreement with the Company were previously described in Amendment No. 1 to the Companys
Annual Report on Form
10-K/A
for the fiscal year ended December 31, 2016, filed by the Company on April 28, 2017. The Company expects that, pursuant to the terms of the retention agreement, following
Dr. Eliasofs termination he shall remain eligible for the health assistance payment and management change in control bonus described therein and shall not be required to repay his retention bonus in connection with his termination.
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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CERULEAN PHARMA INC.
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Date: June 9, 2017
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By:
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/s/ Christopher D.T. Guiffre
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Christopher D.T. Guiffre
President and Chief
Executive Officer
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