ecyt_Current_Folio_8K

 

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): February 26, 2018

 

 

 

 

 

Endocyte, Inc. 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

001-35050

 

35-1969-140

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

3000 Kent Avenue, Suite A1-100, 
West Lafayette, Indiana

 

47906

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

Registrant’s telephone number, including area code:

765-463-7175

 

 

 

 

 

 

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

 

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 Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 26, 2018,  the Board of Directors (the “Board”) of Endocyte, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee (the “Committee”) of the Board, elected Patrick Machado to the Board, effective at the close of market on February 27, 2018. Mr. Machado will serve as a Class II director for a term expiring at the Company’s 2018 annual meeting of stockholders and until his successor is elected and qualified. In connection with Mr. Machado’s election, the Board increased the size of the Board from 10 to 11 members. In addition, the Board, upon the recommendation of the Committee, appointed Mr. Machado to the Audit Committee of the Board.

 

As a non-employee, outside director, Mr. Machado will participate in the outside director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2017.

 

There are no arrangements or understandings between Mr. Machado and any other persons pursuant to which Mr. Machado was selected as a director, nor is Mr. Machado a party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

 

ITEM 9.01 Financial Statements and Exhibits.

 

A copy of the Company’s press release announcing Mr. Machado’s appointment to the Board is furnished, but not filed, as Exhibit 99.1 hereto.

 

(d)         Exhibits

Exhibit Index

 

 

Exhibit No.     

Description                                                      

99.1

Press release issued on February  27, 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.

 

 

 

 

 

Endocyte, Inc.

 

 

 

March 2, 2018

By:

/s/ Beth A. Taylor

 

 

Name: Beth A. Taylor

 

 

Title: Vice President of Finance and Chief Accounting Officer

 

 


ecyt_Ex99_1

Exhibit 99.1

 

Contact:

Stephanie Ascher, Stern Investor Relations, Inc., (212) 362-1200, stephanie@sternir.com

 

NEWS RELEASE

 

Endocyte Appoints Patrick Machado, J.D. to Its Board of Directors

 

–Patrick Machado, Co-founder and Former Chief Business and Financial Officer of Medivation, Brings Significant Experience in Building Value in the Prostate Cancer Space  –

 

West Lafayette, Ind., Feb.  27, 2018 –  Endocyte, Inc. (NASDAQ Global Market:ECYT), a biopharmaceutical company developing targeted therapeutics for personalized cancer treatment, today announced the appointment of Patrick Machado, J.D. to its Board of Directors.

 

“Patrick brings tremendous strategic and operational experience to our Board, particularly in the prostate cancer space. He also has a notable track record of building extraordinary value in companies like Endocyte,” said Mike Sherman, president and CEO of Endocyte. “His experience will be particularly valuable as we execute the phase 3 VISION trial and begin to build the infrastructure and capabilities required for potential commercialization of 177Lu-PSMA-617.”

 

Mr. Machado is a seasoned biotech executive and experienced board member with more than 20 years of experience leading finance, business development, and legal functions. In addition to being a qualified financial and legal expert, he has a broad business background. Most recently, he was a co-founder, Chief Business Officer and Chief Financial Officer of Medivation, Inc., providing strong leadership in the development of XTANDI® and its successful commercial launch in prostate cancer. He served as a member of its Board of Directors until its acquisition by Pfizer in 2016. From 1998 to 2001, Mr. Machado worked with ProDuct Health, Inc. as senior vice president, chief financial officer and earlier as general counsel. Upon ProDuct Health’s acquisition by Cytyc Corporation, he served as a consultant to Cytyc to assist with transitional matters from 2001 to 2002. Earlier in his career, Mr. Machado worked for Morrison & Foerster LLP, an international law firm, and for the Massachusetts Supreme Judicial Court. Mr. Machado received a J.D. from Harvard Law School and a B.A. and B.S. in German and Economics, respectively, from Santa Clara University.

 

Mr. Machado also serves as a member of the Board of Directors of public pharmaceutical companies Chimerix, Inc., Scynexis, Inc., and Adverum Biotechnologies, Inc.

 

Website Information

Endocyte routinely posts important information for investors on its website, www.endocyte.com, in the “Investors & News” section. Endocyte uses this website as a means of disclosing material information in compliance with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the “Investors & News” section of Endocyte’s website, in addition to following its press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, Endocyte’s website is not incorporated by reference into, and is not a part of, this document.

 

About Endocyte

 

Endocyte is a biopharmaceutical company and leader in developing targeted therapies for the personalized treatment of cancer. The company's drug conjugation technology targets therapeutics and companion imaging agents specifically to the site of diseased cells. Endocyte's lead program is a prostate specific membrane antigen (PSMA)-targeted radioligand therapy, 177Lu-PSMA-617, entering phase 3 for metastatic castration resistant prostate cancer (mCRPC). Endocyte is also advancing its adaptor-controlled CAR T-cell therapy into the clinic in 2018, where it will be studied in osteosarcoma. For additional information, please visit Endocyte's website at www.endocyte.com.


 

Forward Looking Statements

 

Certain of the statements made in this press release are forward looking, such as those, among others, relating to the company's future development plans including those relating to the completion of pre-clinical development in preparation for possible future clinical trials and preparation for potential commercialization. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks that the company or independent investigators may experience delays in the initiation or completion of clinical trials (whether caused by competition, adverse events, patient enrollment rates, shortage of clinical trial materials, regulatory issues or other factors); risks that data from prior clinical trials may not be indicative of subsequent clinical trial results; risks related to the safety and efficacy of the company’s product candidates; risks that early stage pre-clinical data may not be indicative of subsequent data when expanded to additional pre-clinical models or to subsequent clinical data; risks that evolving competitive activity and intellectual property landscape may impair the company's ability to capture value for the technology; risks that expectations and estimates turn out to be incorrect, including estimates of the potential markets for the company’s product candidates, estimates of the capacity of manufacturing and other facilities required to support its product candidates, projected cash needs, and expected future revenues, operations, expenditures and cash position. More information about the risks and uncertainties faced by Endocyte, Inc. is contained in the company’s periodic reports filed with the Securities and Exchange Commission. Endocyte, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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