Current Report Filing (8-k)
April 24 2020 - 9:09AM
Edgar (US Regulatory)
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): April 24, 2020 (April 22, 2020)
Y-MABS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38650
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47-4619612
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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230 Park Avenue
Suite 3350
New York, New York 10169
(Address of principal executive offices)
(Zip Code)
(646) 885-8505
(Registrant’s telephone number,
include 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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Common Stock, $0.0001 par value
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YMAB
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NASDAQ Global Select Market
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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.
On April 22, 2020, Gregory Raskin, M.D.,
notified the Board of Directors (the “Board”) of Y-mAbs Therapeutics, Inc. (the “Company”), that he will
retire from the Board at the end of his current term and that he will not stand for re-election to the Board at the Company’s
2020 annual meeting of stockholders (the “Annual Meeting”). Dr. Rasking will continue to serve as a member of the Board
until the Annual Meeting.
Dr. Raskin advised the Company that his
decision not to stand for re-election was not the result of any disagreement with the Company, its management, the Board, any committee
of the Board or its management on any matter relating to the Company’s operations, policies or practices.
Upon the expiration of Dr. Raskin’s
current term at the Annual Meeting, the size of the Board will be maintained at eight (8) directors. The other current Class II
directors, James I. Healy, M.D., and Ashutosh Tyagi, M.D., whose terms expire at the Annual General Meeting have informed the Board
that they will stand for re-election to the Board as Class II directors at the Annual Meeting. The Board of Directors has, following
a recommendation from the Board’s Nominating and Corporate Governance Committee, resolved to nominate Ms. Laura J. Hamill
to be elected as a Class II director at the Annual Meeting.
On April 24, 2020, the Company issued a
press release regarding the planned Board change. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Exhibit 99.1 attached hereto, 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 incorporated by reference into any
other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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Y-MABS THERAPEUTICS, INC.
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Date: April 24, 2020
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By:
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/s/ Thomas Gad
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Thomas Gad
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Founder, Chairman, President and Head of Business Development & Strategy
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