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 31, 2022

APPLIED MOLECULAR TRANSPORT INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39306

81-4481426

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

450 East Jamie Court

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 392-0420

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of exchange

on which registered

Common Stock, par value $0.0001 per share

AMTI

The Nasdaq Stock Market LLC

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 ☐

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 Principal Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Directors.

On March 31, 2022, the board of directors (the “board”) of Applied Molecular Transport Inc. (the “Company”) increased the size of the board from eight members to nine members and appointed Charlene Banard to serve as a Class II director on the board for a term expiring at the 2022 annual meeting of the Company’s stockholders. Ms. Banard also was appointed to the audit committee of the board, and she has been determined by the board to be an independent, non-employee member of the board.

Ms. Banard was recently appointed as chief technical officer of Atara Biotherapeutics, Inc. Previously, Ms. Banard served as the global head, technical operations, cell & gene therapy (“C&GT”) platform of Novartis Pharmaceuticals Corporation from June 2020 to November 2021 where she led a global team driving a sustainable business model for its CAR-T platform. Previously, Ms. Banard was the global head, technical operations, C&GT strategy, innovation pipeline & PMO at Novartis from February 2020 to June 2020. She also served in multiple leadership positions, including most recently as the senior vice president, global quality, technical operations at Shire Pharmaceuticals Group PLC. from 2013 to 2019. She holds a B.S. in biochemistry from University of California at Davis and an M.B.A. in transglobal business from Saint Mary’s College of Moraga.

Ms. Banard will receive standard compensation, including cash compensation and option grants available to non-employee directors pursuant to the Company’s director compensation policy. In addition, Ms. Banard has entered into the Company’s standard indemnification agreement.

There are no arrangements or understandings between Ms. Banard and any other persons pursuant to their respective appointments, no family relationships between Ms. Banard and any director or executive officer of the Company, and Ms. Banard does not have a direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).

Attached to this Form 8-K is a press release regarding the appointment of Ms. Banard as a director of the Company and member of the audit committee of the board. The information in the press release attached hereto shall not be deemed “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 that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated April 6, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.