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): September 1, 2022

Precision BioSciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38841

20-4206017

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701

(Address of principal executive offices) (Zip Code)

(919) 314-5512

(Registrant’s telephone number, including 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)


	☐	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(s)	Name of each exchange on which registered
Common stock, par value $0.000005 per share	DTIL	The Nasdaq Global Select 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 ☒

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.
 

On September 1, 2022, Precision BioSciences, Inc. (the “Company” or “Precision”) made organizational changes that affect responsibilities of the Company’s Chief Scientific Officer and Chief Technology Officer, as part of the Company’s management team. Derek Jantz, Ph.D., Chief Scientific Officer transferred management and direction of the Company’s research function and instead is focusing his time partnering with the Chief Executive Officer in formulating Company strategy and managing relationships with external stakeholders including current and potential collaboration partners. Jeff Smith, Ph.D., co-founder, will become Chief Research Officer reporting to the Chief Executive Officer from his prior role as Chief Technology Officer, with responsibility for management and direction of the Company’s research function.

Also on September 1, 2022, Dr. Derek Jantz informed the Board of Directors (the "Board") that he was resigning from the Board with immediate effect in order to focus his time, effort and energy partnering with the Company’s Chief Executive Officer on Company strategy and relationships with external stakeholders. Dr. Jantz also reiterated his commitment to the Company and its mission. Dr. Jantz’s departure from the Board reduces the number of management members serving on the Board to one, the Chief Executive Officer, helping to strengthen the Company’s corporate governance.

Item 7.01. Regulation FD Disclosure

The Company issued a press release to announce the organizational change. 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



Exhibit No.		Description

99.1		Press Release of Precision BioSciences, Inc., dated September 2, 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.