Current Report Filing (8-k)

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 ) : March 2 2 , 2019

Kadmon Holdings , Inc.

(Exact name of registrant as specified in its charter)



Delaware	001- 37841	27 - 3576929
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

450 East 29 th Street New York, NY		10016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code ( 212 ) 3 08 - 6000

N/A

(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 Instruction A.2. below):


☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

On March 2 1 , 2019 , Susan Wiviott , J.D., notified Kadmon Holdi ngs, Inc. (the “Company”) of her intent to not stand for re-election as a member of the Board of Directo rs of the Company (the “Board”) . Ms. Wiviott will serve out her remaining term but will resign from the Board and its committees effective as of the date of the Co mpany’s 2019 annual meeting of shareholders (the “Annual Meeting”) to be held on May 15, 2019. Ms. Wiv iott serves as a member of the Compensation Committee of the Board and as a member of the Nominating and Corporate Governance Committee of the Board. Ms. Wiviott confirmed that her intent not to stand for re-election was not the result of any disagreement with the Company. The Company thanks h er for her service and wishes her well in her future endeavors.


Item 7.01	Regulation FD Disclosure

On March 2 2 , 2019 , the Company issu ed a press release announcing Ms . Wiviott ’s intent not to stand for re-election as a member of the Board at the upcoming Annual Meeting to be held on May 15, 2019 .

The information in this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description
99.1	Press release, dated March 22, 2019, issued by Kadmon Holdings, Inc.

SIGNATURE

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.