uniQure N.V 8-K, filed Aug 31, 2020
uniQure N.V. (QURE)
About this 8-K
uniQure N.V filed this 8-K on August 31, 2020, reporting on events of August 25, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 26, 2020, uniQure N.V. (the “Company”) issued a press release announcing the appointment of Ricardo Dolmetsch, Ph.D. as the Company’s President, Research and Development, effective September 14, 2020, who will succeed Sander van Deventer, M.D., Ph.D, the Company’s former Executive Vice President, Research and Product Development. The Company also announced that Robert Gut, M.D., Ph.D., will move from his role as Chief Medical Officer after a transition period following the start of Dr. Dolmetsch’s employment, and the Company plans for Dr. Gut to continue to serve on the Company’s Board of Directors. In connection with the foregoing, the Company entered into various agreements, as detailed below.
van Deventer Separation Agreement
On August 25, 2020, the Company entered into a resignation and separation agreement with Dr. van Deventer (the “van Deventer Separation Agreement”) in connection with Dr. van Deventer’s retirement from the Company, effective as of September 14, 2020 (the “van Deventer Separation Date”).
The van Deventer Separation Agreement provides that Dr. van Deventer will receive, subject to the terms thereof, a lump sum severance payment equal €588,700, to compensate for Dr. van Deventer’s loss of wages and/or to supplement benefits paid pursuant to social security legislation. In addition, Dr. van Deventer will also receive his usual gross monthly salary of €29,435 through the van Deventer Separation Date.
Pursuant to the van Deventer Separation Agreement, all equity incentive awards concluded between the Company and Dr. van Deventer will remain in full force and effect per their terms and will not be altered by the van Deventer Separation Agreement, except for the following: (i) all grants of equity will continue to vest until the van Deventer Separation Date, at which time all such grants of equity (other than previously earned but unvested performance share units) shall cease to vest; and (ii) any unvested shares of the grants of options to purchase ordinary shares dated on or about September 20, 2017, January 26, 2018, and January 26, 2019, will accelerate and be fully vested as of the van Deventer Separation Date.
The van Deventer Separation Agreement also includes non-competition, non-solicitation and other customary restrictive covenants, as well as a general release.
Gut Separation Agreement
On August 25, 2020, the Company entered into a separation agreement with Dr. Robert Gut (the “Gut Separation Agreement”) in connection with Dr. Gut’s retirement as an officer of the Company, effective as of October 14, 2020 (the “Gut Separation Date”).
The Gut Separation Agreement provides that Dr. Gut will receive, subject to the terms thereof, a lump sum severance payment equal to 140% of Dr. Gut’s annual base salary, or approximately $619,549, less applicable taxes and withholdings, within 30 days following the execution of the Gut Separation Agreement and, upon Dr. Gut’s election, reimbursement of full COBRA premiums until the earlier of (a) twelve (12) months from the Gut Separation Date, (b) the date on which Dr. Gut becomes eligible to participate in another employer’s group health plan, (c) the date on which Dr. Gut (or his eligible dependents, as applicable) is no longer eligible for COBRA coverage or (d) the date on which the Company in good faith determines that payments would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010. Dr. Gut will also be paid a pro-rata bonus equal to forty percent (40%) of his annual base salary. In addition, Dr. Gut will also be paid for any accrued but unused paid time off as of the Gut Separation Date.
Pursuant to the Gut Separation Agreement and except as noted above, Dr. Gut’s participation in all of the Company’s employee benefit plans will terminate as of the Gut Separation Date in accordance with the terms of those plans.
The Gut Separation Agreement also provides that, through the earlier of the one-year anniversary of the Gut Separation Date or Dr. Gut’s appointment to the Board as a non-executive director, Dr. Gut will provide consulting services to the Company on an as-needed basis relating to the transition of the clinical operations organization. Dr. Gut will be reimbursed at a rate of $500 per hour.
Dr. Gut has also agreed to a customary release and is subject to certain confidentiality, disclosure, non-competition, and non-solicitation restrictions.
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The foregoing summaries of the van Deventer Separation Agreement and the Gut Separation Agreement (together, the “Agreements”) do not purport to be complete and are subject to, and are qualified in their entirety by, each of the Agreements, copies of which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
| Item 8.01 | Other Events |
On August 26, 2020, the Company issued a press release announcing the foregoing. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibit
| Exhibit No. | Description | |
| 99.1 | Press Release of uniQure N.V. dated August 26, 2020 announcing the appointment and planned departure of certain officers. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| 3 |
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, thereunto duly authorized.
| UNIQURE N.V. | ||
| Date: August 31, 2020 | By: | /S/ MATTHEW KAPUSTA |
| Matthew Kapusta | ||
| Chief Executive Officer and Chief Financial Officer | ||
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Exhibit 99.1
uniQure Announces Appointment of Ricardo Dolmetsch, Ph.D.,
as President, Research & Development
~ Announces Planned Departure of Sander van Deventer and Transition of Robert Gut
Who is Expected to Remain on the Board of Directors ~
Lexington, MA and Amsterdam, the Netherlands, August 26, 2020 — uniQure N.V. (NASDAQ: QURE), a leading gene therapy company advancing transformative therapies for patients with severe medical needs, today announced the appointment of Ricardo Dolmetsch, Ph.D., as President, Research and Development, effective September 14, 2020. Dr. Dolmetsch will succeed Sander van Deventer, M.D., Ph.D, Executive Vice President, Research and Product Development. Robert Gut, M.D., Ph.D., will move from his role as Chief Medical Officer after a transition period following the start of Dr. Dolmetsch’s employment, and the Company plans for Dr. Gut to continue to serve on the Board of Directors.
“I am thrilled to welcome Ricardo to the uniQure leadership team at this exciting time for the Company as we endeavor to aggressively advance our therapies for Huntington’s disease and other diseases and expand our pipeline of potentially transformative therapies,” stated Matt Kapusta, chief executive officer of uniQure. “Ricardo’s unwavering passion for genetically-defined diseases, deep experience with gene therapy and strong track record of successfully building a rich pipeline of preclinical and clinical-stage candidates make him an ideal successor to lead uniQure’s R&D operations at this moment in our history.”
“This is an extraordinary time to join uniQure,” said Dr. Dolmetsch. “I was particularly attracted to the talented team of innovators that are focused on the singular mission of transforming patient lives. Not only does the company have a compelling track record of innovation but I believe it has exceptional potential with an industry-leading manufacturing and technology platform” said Dr. Dolmetsch. “Matt and the team share my commitment to developing treatments for patients with serious diseases and unmet medical needs. I’m very excited to be joining a world-class organization working toward the common goal of delivering gene therapies to patients around the world living with CNS and rare liver-directed disorders.”
Dr. Dolmetsch joins uniQure from Novartis Institutes for Biomedical Research (NIBR), the research arm of Novartis AG, where he served as the Global Head of Neuroscience since 2013. He has led the development of treatments for neurodegenerative and neuropsychiatric diseases, including rare genetically defined disorders. During his tenure, Dr. Dolmetsch played an instrumental role in Novartis’ acquisition of AveXis in 2018 and the successful approval of Zolgensma, a commercial gene therapy for patients with spinal muscular atrophy Type 1. Prior to NIBR, Dr. Dolmetsch was a Professor at Stanford Medical School and a Senior Director at the Allen Institute for Brain Science in Seattle, Washington. He obtained his Bachelor’s degree with honors from Brown University, earned his Ph.D. in neuroscience from Stanford University and conducted his postdoctoral training at Harvard University Medical School and Children’s Hospital Boston. Throughout his career, Dr. Dolmetsch has been recognized with several awards including the National Institute of Health Director’s Pioneer Award, the Searle Scholar and McKnight Scholar Awards, the Society for Neuroscience Young Investigator Award and the Andrew Carnegie Prize in Mind Brain and Behavior.
“On behalf of the Board, I want to sincerely thank both Sander and Robert for their steadfast leadership and indispensable contributions over the years,” said Mr. Kapusta. “As one of our original founders, Sander has been a pioneer in gene therapy and an invaluable resource for the Company for more than 20 years. We are deeply grateful for all of Sander’s contributions and wish him well as he returns to his role as an operating partner at Forbion. I also want to thank Robert for his leadership of the clinical development of etranacogene dezaparvovec, including the very strong execution of the HOPE-B pivotal trial, as well as successfully advancing AMT-130 into clinical development for patients with Huntington’s disease. I very much look forward to continuing to work with Robert on our Board.”
Dr. Gut has been a member of uniQure’s Board of Directors since June 2018. In order to continue to serve as a non-executive member of the Board, under Dutch law and the Company’s Articles of Association Dr. Gut will be required to resign as an executive director and be re-elected by the Company’s shareholders as a non-executive director. The Company expects to hold an extraordinary shareholder meeting for this purpose in the fourth quarter of 2020.
About uniQure
uniQure is delivering on the promise of gene therapy — single treatments with potentially curative results. We are leveraging our modular and validated technology platform to rapidly advance a pipeline of proprietary gene therapies to treat patients with hemophilia B, Huntington’s disease, Fabry disease, spinocerebellar ataxia Type 3 and other diseases. www.uniQure.com
uniQure Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “look forward to”, “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on management’s beliefs and assumptions and on information available to management only as of the date of this press release. These forward-looking statements include, but are not limited to, whether we will aggressively advance our Huntington’s disease or other product candidates, expand our pipeline of gene therapies, or will ultimately be able to transform patients’ lives. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, risks associated with the impact of the ongoing COVID-19 pandemic on the Company, the wider economy and the health care system, our Commercialization and License Agreement with CSL Behring, the regulatory approval of that transaction, our clinical development activities, clinical results, collaboration arrangements, regulatory oversight, product commercialization and intellectual property claims, as well as the risks, uncertainties and other factors described under the heading “Risk Factors” in uniQure’s periodic securities filings, including its Annual Report on Form 10-K filed March 2, 2020 and Quarterly Report on Form 10-Q filed on July 30, 2020. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and uniQure assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.
uniQure Contacts:
| FOR INVESTORS: | FOR MEDIA: | |
| Maria E. Cantor | Chiara Russo | Tom Malone |
| Direct: 339-970-7536 | Direct: 617-306-9137 | Direct: 339-970-7558 |
| Mobile: 617-680-9452 | Mobile: 617-306-9137 | Mobile: 339-223-8541 |
| mcantor@uniQure.com | c.russo@uniQure.com | t.malone@uniQure.com |