Current Report Filing (8-k)
December 07 2020 - 04:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): December 3, 2020
____________________________
AVID
BIOSERVICES, INC.
(Exact name of registrant as
specified in its charter)
Delaware
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001-32839
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95-3698422
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(State of other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS
Employer Identification No.)
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2642 Michelle Drive, Suite
200, Tustin, California 92780
(Address of Principal Executive
Offices)
Registrant’s telephone
number, including area code: (714) 508-6100
_________________________________________________________
(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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o
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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.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:
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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CDMO
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The NASDAQ Stock Market LLC
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10.50% Series E Convertible Preferred Stock, $0.001 par value per share
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CDMOP
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The NASDAQ Stock Market LLC
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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(§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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o
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Emerging growth company
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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. o
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment of
Director
Effective December
3, 2020, on the recommendation of the Corporate Governance Committee of the Board of Directors (the “Board”) of Avid
Bioservices, Inc., a Delaware corporation (the “Company”), the Board increased the size of the Board from seven to
eight and appointed Jeanne Thoma to serve on the Board until the next annual meeting of stockholders in 2021 and until her successor
is elected and qualified. Ms. Thoma will serve on the Board as a non-employee, independent director, and has been appointed to
the Board’s compensation committee and corporate governance committee.
Ms. Thoma, 61, most
recently served as the President and CEO of SPI Pharma Inc., a global pharmaceuticals ingredients company and an innovative solutions
provider of ingredients and drug delivery systems, from January 2017 to October 2020. During her 30-year career, she has successfully
built high-performing businesses that are agile, innovative and consistently deliver results. Prior to SPI, Ms. Thoma held positions
of increasing responsibility at Lonza AG, a Switzerland-based biotech company, most recently as President and COO of the Microbial
Control Business Sector. Prior to joining Lonza, Ms. Thoma spent 14 years at BASF Corp. in the Pharma Solutions business where
she held various leadership positions in Sales, Marketing and Operations. Ms. Thoma is a member of the board of directors of ANI
Pharmaceuticals, Inc., integrated specialty pharmaceutical company, and serves as a member of its audit and finance committee.
Ms. Thoma is also member of the Board of Advisors for the Drug Chemical and Associated Technologies Association.
The Board has determined
that Ms. Thoma is “independent” as contemplated by the Nasdaq Stock Market and other governing laws and applicable
regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings
between Ms. Thoma and any other persons pursuant to which she was selected as a director. Ms. Thoma does not have any family relationships
with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between
Ms. Thoma and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Thoma will enter
into the Company’s standard form of indemnification agreement. In addition, Ms. Thoma will receive compensation for her service
as a non-employee director and for committee service in accordance with the Company’s director compensation program, comprised
of annual board and committee retainers of $55,000 and $15,000, respectively, and an initial equity under the Company’s 2018
Omnibus Incentive Plan (the “Plan”) comprised of (i) a restricted stock unit under the Plan and (ii) non-qualified
option to purchase common stock of the Company under the Plan, having a total grant date fair value equal to $170,000 and each
of which shall vest in three equal annual installments on the anniversary of Ms. Thoma’s appointment to the Board, subject
to continued service as a director of the Company. The exercise price of the non-qualified stock option grant is $11.06, the closing
price of the Company’s common stock on December 3, 2020.
On December 7, 2020,
the Company issued a press release announcing the appointment of Ms. Thoma to the Board, a copy of which is attached hereto as
Exhibit 99.1
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits. The following material
is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
99.1 Press Release issued December 7, 2020.
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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AVID BIOSERVICES, INC.
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Date: December 7, 2020
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By:
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/s/ Daniel R. Hart
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Daniel R. Hart
Chief Financial Officer
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