Current Report Filing (8-k)
July 29 2019 - 7:25AM
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): July 26, 2019
UNUM THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38443
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46-5308248
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 Cambridge Park Drive, Suite 3100
Cambridge, Massachusetts
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02140
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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 (617)
945-5576
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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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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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.001 Par Value
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UMRX
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The Nasdaq Global Select Market
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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 or Rule
12b-2
of the Securities Exchange Act of 1934.
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.
On July 26, 2019, upon the recommendation of its Nominating and
Corporate Governance Committee, the Board of Directors (the Board) of Unum Therapeutics Inc. (the Company) appointed Matthew Ros and Arlene Morris (the New Directors) to join the Board, effective immediately. The
Board determined that each of the New Directors are independent under the listing standards of Nasdaq and the Companys corporate governance guidelines. Ms. Morris will serve as a Class II director with a term expiring at the annual
meeting of stockholders to be held in 2020. Ms. Morris was also appointed to serve as the Chair of the Compensation Committee and a member of the Audit Committee. Mr. Ros will serve as a Class I director with a term expiring at the
annual meeting of stockholders to be held in 2022. Mr. Ros was also appointed to serve as a member of the Compensation Committee and the Nominating Committee.
As
non-employee directors,
the New Directors will receive cash compensation and an equity award
for their Board service in accordance with the
Companys non-employee director
compensation policy. The New Directors are not a party to any transaction with the Company that would require
disclosure under Item 404(a) of
Regulation S-K, and
there are no arrangements or understandings between either of the New Directors and any other persons pursuant to which they were selected as a
director. In addition, the New Directors will enter into indemnification agreements with the Company consistent with the form of the existing indemnification agreement entered into between the Company and
its non-employee directors.
Following the New Directors election to the Board,
the Companys Audit Committee consists of Mr. Jorn Aldag (Chair), Mr. Bruce Booth and Ms. Morris, the Companys Compensation Committee consists of Ms. Morris (Chair), Mr. Ros and Dr. Karen Ferrante and the
Companys Nominating and Corporate Governance Committee consists of Dr. Ferrante (Chair), Mr. Booth and Mr. Ros.
On
July 29, 2019, the Company issued a press release announcing the changes to the composition of its Board of Directors. A copy of this press release is furnished as Exhibit 99.1 to this report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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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Date: July 29, 2019
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UNUM THERAPEUTICS INC.
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By:
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/s/ Charles Wilson
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Charles Wilson, Ph.D.
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Chief Executive Officer and President
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