Current Report Filing (8-k)
October 24 2022 - 9:15AM
Edgar (US Regulatory)
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2022-10-20
2022-10-20
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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):
October 20, 2022
AZIYO BIOLOGICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39577 |
|
47-4790334 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
(Address of principal executive offices) (Zip
Code)
(240) 247-1170
(Registrant’s telephone number, include
area code)
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:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 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
Symbols |
|
Name of each exchange on which
registered |
Class A
Common Stock, $0.001 par value per share |
|
AZYO |
|
The Nasdaq Capital Market |
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 x
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 Certain Officers;
Compensatory Arrangements of Certain Officers. |
On October 20, 2022, the Board of Directors (the
“Board”) of Aziyo Biologics, Inc. (the “Company”) increased the size of the Board from a total of five to six
directors and appointed David Colpman to the Board, effective immediately. Mr. Colpman will serve as a Class III director for a term expiring
at the Company’s annual meeting of stockholders to be held in 2023 and until his successor is duly elected and qualified or until
his earlier death, resignation or removal. Mr. Colpman was also appointed to the audit committee of the Board, effective immediately.
Mr. Colpman was the managing partner of Colpman
Consulting Ltd., a business development consultancy, from July 2014 to March 2020. Prior to this, Mr. Colpman was a senior vice president
at Shire Plc from 1999 to 2014. Prior to Shire Plc, Mr. Colpman had senior roles in business development at Novo Nordisk A/S, Glaxo
Wellcome Plc and Boots Pharmaceuticals Ltd. Mr. Colpman currently serves on the board of OakHill Bio, a private clinical-stage neonatology
and rare disease therapeutics company. In addition, he is currently an advisor to HighCape Capital, an affiliate of HighCape Partners,
which is an investment fund and a controlling stockholder of the Company. Mr. Colpman received a B.Sc. from Portsmouth University
in the field of pharmacy.
The Board has determined that Mr. Colpman qualifies
as independent under the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) and the Securities and Exchange Commission
rules regarding audit committee membership.
As previously disclosed, in connection with C.
Randal Mills, Ph.D.’s appointment as Interim President and Chief Executive Officer, Dr. Mills ceased serving as a member of the
Company’s Audit Committee and, on June 21, 2022, the Company notified Nasdaq regarding its noncompliance with Nasdaq Listing
Rule 5605(c)(2) (“Rule 5605(c)(2)”), which requires, among other things, that the audit committee be comprised of a minimum
of three directors who meet the applicable independence requirements under the Nasdaq rules. Effective as of Mr. Colpman’s appointment
to the Audit Committee, the Company has regained compliance with Rule 5605(c)(2).
In connection with his service as a non-employee
director, Mr. Colpman is eligible to participate in the Company’s Non-Employee Director Compensation Policy and will receive compensation
as described in such policy, which is filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
Mr. Colpman is expected to enter into the Company’s
standard indemnification agreement for directors and officers.
| Item 7.01. | Regulation FD Disclosure. |
The Company issued a press release to announce
the appointment of Mr. Colpman. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
in this Item 7.01 by reference.
The information in this Item 7.01 (including Exhibit
99.1) of this Form 8-K is being furnished and 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
to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
104 | Cover Page Interactive Data File (formatted as 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.
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AZIYO BIOLOGICS, INC. |
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Date: October 24, 2022 |
By: |
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/s/ Matthew Ferguson |
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Matthew Ferguson |
|
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Chief Financial Officer |
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