Current Report Filing (8-k)
January 25 2018 - 8:36AM
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)
January 23, 2018
STELLAR
BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
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British Columbia, Canada
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001-37619
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N/A
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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332 E. Scott Street
Port Hueneme, California 93041
(Address of principal executive offices)
(Zip Code)
(805) 488-2800
(Registrant’s telephone number, including
area code)
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:
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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
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
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Dr. Deborah F. Aghib
to the Board of Directors
On January 23, 2018,
upon the recommendation of the Nominating and Corporate Governance Committee (the Nominating Committee) of the Board of Directors
(the Board) of Stellar Biotechnologies, Inc. (the Company), and in accordance with the Articles of the Company, the Board voted
to increase the size of the Board by one seat and appointed Deborah F. Aghib, Ph.D. as a director of the Company to fill a vacancy
on the Board resulting from such increase in the size of the Board. Dr. Aghib will serve for a term that commences immediately
and expires at the Company’s 2018 Annual Meeting of Shareholders, or until her earlier resignation or removal.
There is no arrangement
or understanding between Dr. Aghib and any other person pursuant to which Dr. Aghib was selected as a director, and there are no
related party transactions involving Dr. Aghib that are reportable under Item 404(a) of Regulation S-K. There are no material plans,
contracts or arrangements to which Dr. Aghib is a party or in which she participates, nor has there been any material amendment
to any plan, contract or arrangement by virtue of Dr. Aghib’s appointment.
The following is certain
biographical information regarding Dr. Aghib:
Deborah
F. Aghib, Ph.D.
is an advisor and consultant to biotechnology and healthcare-related companies and organizations. She currently
serves as an advisor to the boards and management of CellPly S.r.L. (since August 2017), BrainDTech S.r.L (since January 2016),
Sanipedia S.r.L (since October 2014) and Neuro-Zone S.r.L. (since January 2007). From February 2014 to September 2014, she was
a private equity consultant for CRG LP, a healthcare-focused investment firm. From 2013 to 2014 she was a Business Development
and Strategy executive under a consulting arrangement for Theravance Inc. From February 2012 to December 2012, she served as Stellar’s
chief business development executive under a consulting arrangement. Since October 2015, Dr. Aghib has served on the Advisory Board
of Open Common Consortium, a cloud computing and data commons infrastructure that supports cancer medical research from the University
of Chicago. She holds a Ph.D. in Molecular and Cellular Biology from the University of Milan and a Ph.D. in Human Genetics from
the University of Pavia. She received a Laurea degree in Biology from the University of Milan.
Among other experience,
qualifications, attributes and skills,
Dr. Aghib’s broad scientific knowledge and significant
international experience in developing long-term strategies for business development, licensing and asset spinoffs for drug discovery,
medical device and companion diagnostics companies
led to the conclusion of our Nominating Committee and our full Board
that she is qualified to serve as a director of the Company.
On January 25, 2018,
the Company issued a press release announcing the appointment of Dr. Aghib to the Board. A copy of the press release is attached
hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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Stellar Biotechnologies, Inc.
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Date: January 25, 2018
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By:
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/s/ Kathi Niffenegger
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Name:
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Kathi Niffenegger
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Title:
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Chief Financial Officer
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