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 23, 2018
STELLAR BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 001-37619 | N/A | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
332 E. Scott Street
Port Hueneme, California 93041
(Address of principal executive offices) (Zip Code)
(805) 488-2800
(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:
| ¨ | 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)) |
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. x
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Dr. Deborah F. Aghib to the Board of Directors
On January 23, 2018, upon the recommendation of the Nominating and Corporate Governance Committee (the Nominating Committee) of the Board of Directors (the Board) of Stellar Biotechnologies, Inc. (the Company), and in accordance with the Articles of the Company, the Board voted to increase the size of the Board by one seat and appointed Deborah F. Aghib, Ph.D. as a director of the Company to fill a vacancy on the Board resulting from such increase in the size of the Board. Dr. Aghib will serve for a term that commences immediately and expires at the Company’s 2018 Annual Meeting of Shareholders, or until her earlier resignation or removal.
There is no arrangement or understanding between Dr. Aghib and any other person pursuant to which Dr. Aghib was selected as a director, and there are no related party transactions involving Dr. Aghib that are reportable under Item 404(a) of Regulation S-K. There are no material plans, contracts or arrangements to which Dr. Aghib is a party or in which she participates, nor has there been any material amendment to any plan, contract or arrangement by virtue of Dr. Aghib’s appointment.
The following is certain biographical information regarding Dr. Aghib:
Deborah F. Aghib, Ph.D. is an advisor and consultant to biotechnology and healthcare-related companies and organizations. She currently serves as an advisor to the boards and management of CellPly S.r.L. (since August 2017), BrainDTech S.r.L (since January 2016), Sanipedia S.r.L (since October 2014) and Neuro-Zone S.r.L. (since January 2007). From February 2014 to September 2014, she was a private equity consultant for CRG LP, a healthcare-focused investment firm. From 2013 to 2014 she was a Business Development and Strategy executive under a consulting arrangement for Theravance Inc. From February 2012 to December 2012, she served as Stellar’s chief business development executive under a consulting arrangement. Since October 2015, Dr. Aghib has served on the Advisory Board of Open Common Consortium, a cloud computing and data commons infrastructure that supports cancer medical research from the University of Chicago. She holds a Ph.D. in Molecular and Cellular Biology from the University of Milan and a Ph.D. in Human Genetics from the University of Pavia. She received a Laurea degree in Biology from the University of Milan.
Among other experience, qualifications, attributes and skills, Dr. Aghib’s broad scientific knowledge and significant international experience in developing long-term strategies for business development, licensing and asset spinoffs for drug discovery, medical device and companion diagnostics companies led to the conclusion of our Nominating Committee and our full Board that she is qualified to serve as a director of the Company.
| Item 8.01 | Other Events. |
On January 25, 2018, the Company issued a press release announcing the appointment of Dr. Aghib to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release issued by Stellar Biotechnologies, Inc. dated January 25, 2018. |
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.
| Stellar Biotechnologies, Inc. | ||||
| Date: January 25, 2018 | By: | /s/ Kathi Niffenegger | ||
| Name: | Kathi Niffenegger | |||
| Title: | Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by Stellar Biotechnologies, Inc. dated January 25, 2018. |
Stellar Biotechnologies Appoints Pharma Licensing Expert to Board of Directors
LOS ANGELES, Jan. 25, 2018 /PRNewswire/ -- Stellar Biotechnologies, Inc. (Nasdaq: SBOT), a leading manufacturer of a key protein utilized in multiple immunotherapy development pipelines targeting Alzheimer's, diabetes, lupus and cancers, among other diseases, today announced the appointment of Deborah F. Aghib, Ph.D. to the company's Board of Directors.
"Deborah will bring to the company significant international experience in developing technology licensing and business development strategies for life science companies as well as an in-depth understanding of the KLH business. I'm confident she will be a strong addition to the Stellar Board," said Frank Oakes, Stellar's Chairman, President and Chief Executive Officer.
"It is my pleasure to join Stellar's Board of Directors. I have watched Stellar grow its capabilities over the years, and I am looking forward as a member of the Board to guiding the company as it approaches some exciting inflection points in the KLH market," said Dr. Aghib.
Dr. Aghib has more than 24 years of executive and consulting experience for biotechnology and healthcare-related companies and organizations. She is currently an advisor to the management for a number of life science companies for business and corporate development, including CellPly, BrainDTech, Sanipedia and Neuro-Zone. Previously, she was a private equity consultant for CRG LP, a healthcare-focused investment firm, and a business development and strategy consultant for Numerate, Theravance and Stellar. In addition to her professional roles, Dr. Aghib serves on the Advisory Board of Open Common Consortium, a cloud computing and data commons infrastructure that supports cancer medical research from the University of Chicago. She holds a Ph.D. in Molecular and Cellular Biology from the University of Milan and a Ph.D. in Human Genetics from the University of Pavia.
About Stellar Biotechnologies
Stellar Biotechnologies, Inc. (Nasdaq: SBOT) is the leader in sustainable manufacture of Keyhole Limpet Hemocyanin (KLH), an important immune-stimulating protein used in wide-ranging therapeutic and diagnostic markets. KLH is both a key pharmaceutical ingredient in many new immunotherapies (targeting cancer, immune disorders, Alzheimer's and inflammatory diseases) as well as a finished product for measuring immune status. Stellar is unique in its proprietary methods, facilities, and KLH technology. The company is committed to meeting the growing demand for commercial-scale supplies of GMP grade KLH, ensuring environmentally sound KLH production, and developing KLH-based active immunotherapies. Stellar KLH is a trademark of Stellar Biotechnologies.
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Stellar Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the forward-looking statements. Such risks include, but may not be limited to: general economic and business conditions; technology changes; competition; changes in strategy or development plans; availability of funds and resources; anticipated requirements for operating capital; governmental regulations and the ability or failure to comply with governmental regulations; changes in trade policy and international law; the timing of Stellar's or its partners' anticipated results, including in connection with clinical trials; the ability to meet the goals of Stellar's joint ventures and strategic partnerships; and other factors referenced in Stellar's filings with securities regulators. For a discussion of further risks and uncertainties related to the Stellar's business, please refer to Stellar's public company reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Stellar assumes no obligation to update such statements. This press release does not constitute an offer or solicitation of an offer for sale of any securities in any jurisdiction, including the United States.
CONTACT: Gary Koppenjan; Sr. Director of Investor Relations and Communications; (805) 488-2800; ir@stellarbiotech.com