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) June 11, 2015 (June 10, 2015)
GlobeImmune, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35642 |
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84-1353925 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1450 Infinite Drive
Louisville, CO |
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80027 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (303) 625-2700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)) |
Item 2.05. Costs Associated with Exit or Disposal Activities.
On June 10, 2015, GlobeImmune, Inc., a Delaware corporation, (the Company) announced that it is evaluating strategic options
for the Company. In conjunction with this process, the Companys board of directors has authorized eliminating the majority of positions in its workforce. These steps are not expected to have an impact on ongoing clinical trials being conducted
by the Companys collaborators in oncology and hepatitis B. The press release is furnished as Exhibit 99.1 hereto, the contents of which are incorporated herein by reference.
In conjunction with its plan to evaluate strategic options for the Company, the Company estimates it will incur approximately $190,000 to
$410,000 in total restructuring expenses, all of which will result in future cash expenditures. The Company expects to recognize pre-tax restructuring charges of approximately $190,000 to $410,000 in the quarters ended June 30, 2015 and
September 30, 2015. These costs consist primarily of severance and other employee-related costs.
At this time, the estimates of the
cost related to the Companys potential strategic options are preliminary and subject to change, based on further analysis and the strategic option ultimately chosen by the Company. Furthermore, such estimates constitute forward-looking
statements, which are not based on historical facts but instead reflect the Companys expectations, estimates or projections concerning future results or events. Forward-looking statements are not guarantees and are inherently subject to known
and unknown risks, uncertainties and assumptions that are difficult to predict and could cause the estimated costs to differ materially from those indicated within this document. Any updates to these estimates will be included in the Companys
future quarterly reports on Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release titled GlobeImmune Announces Evaluation of Strategic Alternatives and Corporate Restructuring dated June 10, 2015. |
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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GlobeImmune, Inc. |
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Dated: June 11, 2015 |
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By: |
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/s/ Timothy C. Rodell |
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Timothy C. Rodell |
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Chief Executive Officer and President |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Press Release titled GlobeImmune Announces Evaluation of Strategic Alternatives and Corporate Restructuring dated June 10, 2015. |
Exhibit 99.1
GlobeImmune Announces Evaluation of Strategic Alternatives
and Corporate Restructuring
LOUISVILLE, Colo., June 10, 2015 GlobeImmune, Inc. (Nasdaq: GBIM) today announced that it is evaluating strategic options for the
company. In conjunction with this process, the Board has authorized eliminating the majority of positions in its workforce. These steps are not expected to have an impact on ongoing clinical trials being conducted by its collaborators in oncology
and hepatitis B.
Following our recent data announcement in our hepatitis B program, this workforce reduction is a necessary action to conserve
working capital and provide maximum flexibility in determining the future direction of GlobeImmune, said Timothy C. Rodell, M.D., President and CEO of GlobeImmune, Inc. We appreciate the contributions and efforts of all of the employees
affected by this action and thank them for their dedicated service.
GlobeImmune does not have a defined timeline for the strategic review process
and is not confirming that the review will result in any specific action or transaction.
About GlobeImmune
GlobeImmune is a biopharmaceutical company focused on developing products for the treatment of cancer and infectious diseases based on its proprietary Tarmogen® platform. Tarmogens activate the immune system by stimulating cellular immunity, known as T cell immunity, in contrast to traditional vaccines that predominately stimulate antibody production. To
date, Tarmogen product candidates have been generally well tolerated in clinical trials for multiple disease indications and are efficient to manufacture. In May 2009, the Company entered into a worldwide strategic collaboration and option agreement
with Celgene Corporation focused on the discovery, development and commercialization of product candidates intended to treat cancer. Under this agreement, Celgene exercised their option to take an exclusive worldwide license to the GI-6300 Tarmogen
product series targeting brachyury. In October 2011, the Company entered into a worldwide, strategic collaboration with Gilead Sciences, Inc., to develop Tarmogens intended for the treatment of chronic hepatitis B infection. For additional
information, please visit the companys website at www.globeimmune.com.
Safe Harbor Statement
This press release contains forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act
of 1995. These statements include, but are not limited to, statements regarding the adequacy of the Companys capital to fund its ongoing operations, the potential for Tarmogens to treat or prevent any disease, potential Tarmogen side effect
profiles, the Company and its collaborators abilities to successfully complete clinical trials, timing and eventual prospects for completion of clinical trials and any approval to market any of the Companys products and the prospects for
the Companys collaborations. Such statements are based on managements current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements
as a result of many factors, including, without limitation, the
risks and uncertainties associated with: the Companys financial resources and whether they will be sufficient to meet the Companys business objectives and operational requirements;
results of earlier studies and trials may not be predictive of future clinical trial results, the protection and market exclusivity provided by the Companys intellectual property; risks related to the drug discovery and the regulatory approval
process; and, the impact of competitive products and technological changes. The Companys forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or
implied by such forward-looking statements. These and other risks concerning GlobeImmunes business are described in additional detail in the Companys Annual Report on Form 10-K for the year ended December 31, 2014, and the
Companys other Periodic and Current Reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise.
Tarmogen is a registered trademark
of GlobeImmune, Inc.
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GLOBEIMMUNE
CONTACT
Timothy C. Rodell M.D.
President and Chief
Executive Officer
T: 303-625-2820
information@globeimmune.com
GLOBEIMMUNE MEDIA CONTACTS
Lena Evans or Tony Russo, Ph.D.
Russo Partners, LLC
T: 212-845-4262 or 212-845-4251
lena.evans@russopartnersllc.com
tony.russo@russopartnersllc.com
GLOBEIMMUNE INVESTOR
CONTACT
Susan Noonan
S.A. Noonan Communications
T: 917-513-5303
susan@sanoonan.com
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