Current Report Filing (8-k)
January 20 2022 - 08:08AM
Edgar (US Regulatory)
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2022-01-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
January 19, 2022
Blueprint Medicines Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-37359 |
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26-3632015 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number) |
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(I.R.S.
Employer
Identification No.) |
45 Sidney Street
Cambridge,
Massachusetts
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02139 |
(Address of
principal executive offices) |
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(Zip
Code) |
Registrant’s telephone number, including area code: (617)
374-7580
(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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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)) |
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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 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. ¨
Securities registered pursuant to Section 12(b) of the
Exchange Act:
Title of
each class |
Trading
symbol(s) |
Name of each
exchange on which registered |
Common stock, par value $0.001 per share |
BPMC |
Nasdaq Global Select Market |
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors, Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 20, 2022, Blueprint Medicines Corporation (the
“Company”) announced that, effective April 4, 2022 (the “Transition
Date”), Philina Lee, currently Senior Vice President, Head of
Portfolio Strategy, has been appointed by the Board of Directors to
serve as the Company’s Chief Commercial Officer.
In connection with this transition, on January 19, 2022, Dr. Lee
entered into an amended and restated employment agreement,
effective as of the Transition Date (the “Lee Agreement”), pursuant
to which she will receive an annual base salary of $440,000 and her
target annual incentive compensation shall be 50% of her base
salary, weighted 75% on Company performance and 25% on Dr. Lee’s
individual performance. For the period beginning on January 1, 2022
and ending on April 3, 2022 (the “Transition Period”), Dr. Lee is
eligible to earn prorated incentive compensation under her existing
employment agreement in connection with her services as Senior Vice
President, Head of Portfolio Strategy during such period based on
Dr. Lee’s target annual incentive compensation equal to 35% of her
annual base salary as in effect during such period (which shall be
weighed 50% on Company performance and 50% on Dr. Lee’s individual
performance), provided Dr. Lee remains employed by the Company on
the day such incentive compensation is paid. In connection with her
appointment, Dr. Lee was granted options to purchase 17,500 shares
of the Company’s common stock, 25% of which will vest upon the one
year anniversary of the earlier of (a) the date on which annual
equity awards are granted to the Company’s employees for 2022 and
(b) the Transition Date (the “Grant Date”) and 75% of which shall
thereafter vest ratably in monthly installments over 36 months
subject to continued service through each applicable vesting date,
and 8,750 restricted stock units, which shall vest ratably in
annual installments over four years beginning on the one year
anniversary of the Grant Date subject to continued service through
each applicable vesting date. Dr. Lee’s existing equity awards will
continue to vest in accordance with their terms.
The foregoing description of
the Lee Agreement is qualified in its entirety by reference to the
complete text of such agreement, which is attached as Exhibit
10.1to this Current Report on Form 8-K, and incorporated by
reference herein.
Dr. Lee joined Blueprint Medicines in August 2014 as Senior
Director, New Product Strategy and Development and subsequently
held multiple commercial roles with responsibility for strategy,
operations, patient services, marketing and the precision medicine
field team. During her tenure, she has been instrumental in
building the company’s portfolio from research-stage onwards,
laying the groundwork for the commercial strategy that is driving
the successful launches of AYVAKIT® (avapritinib) and GAVRETO®
(pralsetinib). Since January 2021, Dr. Lee has served as Senior
Vice President, Head of Portfolio Strategy and Program Management,
responsible for providing strategic and operational leadership
across the company’s portfolio. Previously, Dr. Lee held product
strategy and marketing roles of increasing responsibility at
Algeta, Sanofi and Genzyme. Dr. Lee also serves on the board of
Fusion Pharmaceuticals, as a member of both the Nomination and
Governance committee and Research and Development committee. Dr.
Lee earned a B.S. in Biochemistry from the University of Alberta,
and a Ph.D. in Cell Biology from the Massachusetts Institute of
Technology. No arrangement or understanding exists between Dr. Lee
and any other person pursuant to which Dr. Lee was selected to
serve as Chief Commercial Officer of the Company. There have been
no related party transactions between the Company or any of its
subsidiaries and Dr. Lee reportable under Item 404(a) of Regulation
S-K. Dr. Lee does not have a family relationship with any of our
directors or executive officers.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the foregoing is
attached to this Current Report on Form 8-K as Exhibit 99.1. The
information in this Item 7.01 and in Exhibit 99.1 attached hereto
is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of 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 of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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BLUEPRINT
MEDICINES CORPORATION |
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Date:
January 20, 2022 |
By: |
/s/ Jeffrey W. Albers
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Jeffrey
W. Albers |
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Chief
Executive Officer |
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