BSTG Biostage Inc (QB)

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

 

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.