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):
April 17, 2015
HARVARD APPARATUS REGENERATIVE TECHNOLOGY,
INC.
(Exact name of registrant as specified in
its charter)
Delaware |
001-35853 |
45-5210462 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
84 October Hill Road, Suite 11, Holliston, MA |
01746 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including
area code: (774) 233-7300
(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:
|
¨ |
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition and Resignation regarding Chairman, Chief Executive
Officer and President
On April 16, 2015, Harvard Apparatus Regenerative
Technology, Inc. (the “Company”) announced that Mr. David Green has resigned from his role as Chairman, Chief
Executive Officer and President of the Company, effective April 17, 2015. Mr. Green will remain as a member of the Company’s
Board of Directors (the “Board”). Effective as of the resignation, the Company and Mr. Green agreed to terminate his
employment agreement with the Company. A copy of the press release issued by the Company to announce the resignation of Mr. Green,
as well as the appointments described below is included as Exhibit 99.1 to this Current Report on Form 8-K. In connection
with his resignation, the Company and Mr. Green agreed that in lieu of any severance that may have been required in connection
with the termination of Mr. Green’s employment agreement with the Company: (A) the vesting of Mr. Green’s (i) unvested
restricted stock units (2,377 shares); (ii) unvested options relating to his adjustment grants (4,572 shares) issued in connection
with the spin-off of the Company (the “Spin-Off”) from Harvard Bioscience, Inc. (“Harvard Bioscience”);
(iii) unvested options relating to his time-based separation option grant (290,252 shares) issued in connection with the Spin-Off
and (iv) one half of the second tranche of unvested options related to his milestone-based option grant (48,375 shares) issued
in connection with the Spin-Off, would be accelerated and deemed fully vested as of his resignation; (B) the accelerated options
described in (iii) and (iv) above and the portions of such options that were already vested prior to such resignation would be
exercisable for seven years following his resignation; and (C) the accelerated options described in (ii) above and the portions
of such options that were already vested prior to such resignation would be exercisable until the earlier that Mr. Green no longer
provides service to Harvard Bioscience, Inc, or the respective scheduled expiration date of such options. The third tranche, and
one half of the second tranche, of Mr. Green’s unvested options related to his milestone-based option grant (145,126 shares)
issued in connection with the Spin-Off expired and were forfeited following the resignation.
Appointment of Interim Chief Executive Officer
The Board appointed Mr. Thomas McNaughton,
the Company’s Chief Financial Officer, to serve as interim Chief Executive Officer (“Interim CEO”) of the Company.
Mr. McNaughton will assume his new role effective as of April 17, 2015, and is expected to serve until the Company completes
a search and appoints a new Chief Executive Officer. Mr. McNaughton will also continue to serve as the Company’s Chief Financial
Officer.
Mr. McNaughton, 54, has served as the Company’s
Chief Financial Officer since May 3, 2012. Mr. McNaughton joined Harvard Bioscience, Inc. (“Harvard Bioscience”), the
Company’s former parent company, as its Chief Financial Officer in November 2008, and served in that role until the spin-off
of our Company from Harvard Bioscience on November 1, 2013. During 2008 and prior to joining Harvard Bioscience, Mr. McNaughton
was a consultant providing services primarily to an angel-investing group and a silicon manufacturing start-up. From 2005 to 2007,
he served as Vice President of Finance and Chief Financial Officer for Tivoli Audio, LLC, a venture capital-backed global manufacturer
of premium audio systems. From 1990 to 2005, Mr. McNaughton served in various managerial positions in the areas of financial reporting,
treasury, investor relations, and acquisitions within Cabot Corporation, a global manufacturer of fine particulate products, and
served from 2002 to 2005 as Finance Director, Chief Financial Officer of Cabot Supermetals, a $350 million Cabot division that
provided high purity tantalum and niobium products to the electronics and semiconductor industries. Mr. McNaughton practiced from
1982 to 1990 as a Certified Public Accountant in the audit services group of Deloitte & Touche, LLP. He holds a B.S. in accounting
and finance with distinction from Babson College.
Appointment of Chairman
The Board appointed John F. Kennedy, a member
of the Company’s Board of Directors since December 2012, as Chairman of the Board of Directors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Title |
|
|
99.1 |
Press release of Harvard Apparatus Regenerative Technology, Inc., issued on April 16, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
Harvard Apparatus Regenerative
Technology, INC. |
|
|
(Registrant) |
|
|
|
April 17, 2015 |
|
/s/ Thomas McNaughton |
(Date) |
|
Thomas McNaughton
Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit
Number |
|
Description of Exhibit |
|
|
|
99.1 |
|
Press Release issued by Harvard Apparatus Regenerative Technology,
Inc. on April 16, 2015.
|
Exhibit 99.1
![](image_001.jpg)
FOR IMMEDIATE RELEASE
CONTACTS:
Tom McNaughton
CFO and Interim CEO
tmcnaughton@hartregen.com
Tel: 774-233-7321
Fax: 774-233-7302
Saverio La Francesca, M.D.
CMO
slafrancesca@hartregen.com
Tel: 774-233-7344
Fax: 774-233-7302 |
|
|
Harvard Apparatus Regenerative Technology
Reports CEO Transition
-Conference Call To Be Held at 5:00 PM
ET Today-
Holliston, MA, April 16, 2015
- Harvard Apparatus Regenerative Technology, Inc. (Nasdaq: HART), or HART, a clinical stage biotechnology company developing regenerated
organs for transplant, initially focused on the trachea, reports that David Green has resigned as Chief Executive Officer, President
and Chairman of the Board of Directors of HART. Mr. Green will remain a member of the Company’s Board of Directors. John
F. Kennedy, a member of the Company’s Board of Directors since December 2012, has been named Chairman of the Board of Directors.
The Board has begun the search for a new President and Chief Executive Officer that has the skills and experience to lead HART
through clinical trials and commercialization with respect to its product candidates. The Board appointed Thomas McNaughton, currently
the company’s Chief Financial Officer, as interim Chief Executive Officer while the Board conducts the search.
Mr. Kennedy, Chairman of our
Board of Directors, commented, “We believe that this transition represents our best path forward as the Company continues
its progression from pre-clinical efforts towards clinical development and commercialization. David Green led the company since
its origin as a bioreactor company to its current position as a biologics company. We are pleased that David will continue his
service as a member of the board of directors. We have great confidence that Tom McNaughton will provide the leadership necessary
to drive the Company’s preclinical efforts forward on schedule during this transition period. Tom played a key role in forming
HART’s business and structuring its spin-off from its former parent company, and he has provided strong leadership to the
Company’s team since the spin-off in all areas of the Company’s operations.”
“My fellow board members and I concluded that the time
was right to bring in a new CEO who has experience in guiding a biotechnology company through clinical trials and product launches,”
said David Green. “I look forward to helping the Company navigate through this transition and its ongoing product development
efforts as a member of the Board.”
Tom McNaughton, CFO and interim CEO, said, “We remain
on track to meet our previously-announced timelines for completion of our pre-clinical work and the filing of clinical trial applications
for our HART-Trachea product in the U.S. and Europe. Our senior management team is singly committed to our operating plan to advance
the HART-Trachea toward those ends, and I don’t expect this change in roles to slow our progress going forward. Additionally,
we are enthused about our collaboration on esophagus development with Mayo Clinic. We will remain intensely committed to that program,
as well.”
Conference Call Information:
The Company will host a conference call today at 5:00 PM ET.
On that call, management may respond to questions from the audience on any of a number of topics related to the business, including
clinical and preclinical research, operations, plans and outlook. The live conference call is accessible by dialing toll-free 877-407-8293,
or toll/international 201-689-8349, and referencing the Company’s name.
If
you are unable to listen to the live conference call, a replay will be available within approximately 3 hours from the end of the
call through 11:59pm ET on April 23, 2015 and will be accessible by dialing toll-free 877-660-6853, or toll/international 201-612-7415,
and referencing conference ID “13607491”. The replay will also be made available at the web link above and on the company’s
web site, www.harvardapparatusregen.com.
About Harvard Apparatus Regenerative Technology
Harvard Apparatus Regenerative Technology makes regenerated
organs for transplant. Our first product, the HART-Trachea, is intended to replace or repair a trachea that has been severely damaged
by either physical trauma or trachea cancer. Our trachea scaffold technology has been used in several human trachea transplants
to date approved under compassionate use exemptions, but none of our products are yet approved by a government regulatory authority
for marketing. The trademark “Harvard Apparatus” is used under a sublicense agreement with Harvard Bioscience, which
has licensed the right to use such trademark from Harvard University.
Forward-Looking Statements
Some of the statements in this press release are "forward-looking"
and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking"
statements in this press release include, but are not limited to, statements relating to the Company’s ability to locate
a suitable CEO and effectively process the management transition, the regulatory approval of the HART-Trachea or any other HART
products, by the FDA, EMA, MHRA or otherwise, which such approvals may not be obtained on a timely basis or at all, any continued
benefits of our spin-off from Harvard Bioscience, success with respect to any of our collaborations, success with respect to any
clinical trials and other regulatory approval efforts, commercialization efforts and marketing approvals of HART’s products
as well as the success thereof, including our HART-Trachea product, and the continued availability of a market for the HART securities.
These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this
press release, including, among other things, our ability to obtain and maintain regulatory approval for the bioreactors, scaffolds
and other devices and product candidates we pursue; the success of our clinical trials and device; our inability to operate effectively
as a stand-alone, publicly traded company; plus other factors described under the heading “Item 1A. Risk Factors” in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 or described in our other public filings. Our results
may also be affected by factors of which we are not currently aware. The forward-looking statements in this press release speak
only as of the date of this press release. Harvard Apparatus Regenerative Technology expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or
any changes in the events, conditions or circumstances on which any such statement is based.
Biostage (QB) (USOTC:BSTG)
Historical Stock Chart
From May 2024 to Jun 2024
Biostage (QB) (USOTC:BSTG)
Historical Stock Chart
From Jun 2023 to Jun 2024