Immune Design Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-04-02: Form 8-K; Period of report 2019-04-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2019-02-21: Form 8-K; Period of report 2019-02-20; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2019-01-08: Form 8-K; Period of report 2019-01-03; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2018-12-10: Form 8-K; Period of report 2018-12-06; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-04-02 | 8-K | 2019-04-02 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 As previously disclosed, on February 20, 2019, Immune Design Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”), and Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). 3.01 The disclosure contained in Item 2.01 above is incorporated herein by reference. 3.03 The information contained in Items 2.01 and 3.01 above and in Item 5.03 below is incorporated herein by reference. 5.01 The information contained in Items 2.01 and 3.01 above and in Items 5.02 and 5.03 below is incorporated herein by reference. 5.02 Pursuant to the Merger Agreement, effective as of the Effective Time, on April 2, 2019, each of Carlos Paya, M.D., Ph.D., Ed Penhoet, Ph.D., David Baltimore, Ph.D., Franklin Berger, Lewis Coleman, Susan Kelley, M.D., and William Ringo were replaced by Jon Filderman, Rita Karachun and Caroline Litchfield as directors of the Company. 5.03 Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference. | d730051d8k.htm |
| 2019-02-21 | 8-K | 2019-02-20 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On February 21, 2019, the Company and Merck & Co., Inc. issued a joint press release announcing the execution of the Merger Agreement as described above. | d689051d8k.htm |
| 2019-01-08 | 8-K | 2019-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 3, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Immune Design Corp. (the “Company”) approved 2018 cash bonuses, 2019 annual base salaries and equity awards for the Company’s named executive officers (each, an “Executive”), as set forth below. | imdz-form8xkx19c.htm |
| 2018-12-10 | 8-K | 2018-12-06 | 1.02 Termination of a Material Definitive Agreement | 1.02 On December 6, 2018, Immune Design Corp. (the “Company”) received written notice from Sanofi US Services, Inc., as the assignee of Aventis Inc. (“Sanofi”), that Sanofi has elected to terminate the License Agreement by and between the Company and Sanofi, dated as of August 6, 2014 (the “License Agreement”). | immuneform8kdec18.htm |
| 2018-11-13 | 8-K | 2018-11-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 7, 2018, the Compensation Committee of the Board of Directors of Immune Design Corp. (the “Company”) approved a retention program consisting of restricted stock units (“RSUs”) and a one-time cash award to the Company’s named executive officers, Stephen Brady and Jan ter Meulen, M.D. (each, an “Executive”), as set forth in the table below. | imdz-form8kxnov18.htm |
| 2018-11-06 | 8-K | 2018-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2018, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2018. | immuneform8k3q18.htm |
| 2018-10-11 | 8-K | 2018-10-11 | 8.01 Other Events | 8.01 On October 11, 2018, Immune Design Corp. issued a press release announcing program updates and portfolio prioritization for its product candidates, G100 and CMB305. | immuneform8koct11press.htm |
| 2018-09-04 | 8-K | 2018-08-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 28, 2018, Peter Svennilson notified Immune Design Corp. (the “Company”) of his decision to resign from the Board of Directors of the Company (the “Board”) effective August 31, 2018. | immuneform8kres.htm |
| 2018-08-01 | 8-K | 2018-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2018, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2018. | immuneform8k2q18.htm |
| 2018-07-27 | 8-K | 2018-07-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 25, 2018, the Compensation Committee of the Board of Directors of Immune Design Corp. (the “Company”) granted performance-based restricted stock units (“Performance-Based RSUs”) for the Company’s named executive officers (each, an “Executive”) pursuant to the Company’s 2014 Omnibus Incentive Plan, which grants are set forth in the table below. | imdz-form8xkx18mid.htm |
| 2018-07-18 | 8-K | 2018-07-17 | 8.01 Other Events | 8.01 On June 18, 2018, Immune Design Corp. (the “Company”) commenced a tender offer to exchange eligible stock options for replacement stock options with modified terms, pursuant to the Offer to Exchange Eligible Options for New Options, dated June 18, 2018, as amended (the “Exchange Offer”). | form8-kxexchangeresults.htm |
| 2018-06-15 | 8-K | 2018-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 13, 2018, Immune Design Corp. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). | form8k-meeting18.htm |
| 2018-05-02 | 8-K | 2018-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2018, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018. | immuneform8k1q18.htm |
| 2018-03-14 | 8-K | 2018-03-14 | 2.02 Results of Operations and Financial Condition | 2.02 On March 14, 2018, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2017. | immuneform8k4q17.htm |
| 2018-01-10 | 8-K | 2018-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 4, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Immune Design Corp. (the “Company”) approved 2017 cash bonuses, 2018 annual base salaries and equity awards for the Company’s named executive officers (each, an “Executive”), as set forth below. | imdz-form8xkx18c.htm |
| 2017-12-13 | 8-K | 2017-12-10 | 8.01 Other Events | 8.01 On December 10, 2017, Immune Design Corp. issued a press release reporting new data from its randomized Phase 2 clinical trial of G100 plus low-dose radiation, with or without Keytruda® (pembrolizumab), Merck's anti-PD-1 therapy, in patients with follicular non-Hodgkin's lymphoma. | immuneform8kdec10pres.htm |
| 2017-11-01 | 8-K | 2017-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2017, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017. | immuneform8k3q17.htm |
| 2017-10-25 | 8-K | 2017-10-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 23, 2017, the Company issued a press release announcing that it had commenced the offering. | d484948d8k.htm |
| 2017-10-23 | 8-K | 2017-10-23 | 8.01 Other Events | 8.01 On October 23, 2017, Immune Design Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement in connection with a proposed public offering of shares of the Company’s common stock. | d455616d8k.htm |
| 2017-10-16 | 8-K | 2017-10-16 | 8.01 Other Events | 8.01 On October 16, 2017, Immune Design Corp. (the “Company”) issued a press release announcing its plans to proceed with a Phase 3 clinical trial for the Company’s CMB305 product candidate in patients with synovial sarcoma. | immuneform8koct17pres.htm |
| 2017-09-08 | 8-K | 2017-09-08 | 8.01 Other Events | 8.01 On September 8, 2017, Immune Design Corp. (the “Company”) issued a press release announcing data from an interim analysis of the Company’s ongoing, randomized Phase 2 clinical trial of CMB305 in combination with atezolizumab (Tecentriq®) versus atezolizumab alone in patients with soft tissue sarcoma, which data will be presented in a poster discussion session at the European Society of Medical Oncology (ESMO) 2017 Congress, September 8-12, 2017 in Madrid, Spain. | immuneform8kesmo2017pres.htm |
| 2017-08-31 | 8-K | 2017-08-30 | 8.01 Other Events | 8.01 On August 30, 2017, Immune Design Corp. (the “Company”) issued a press release announcing new topline data from an interim analysis of the Company’s ongoing, randomized Phase 2 clinical trial of CMB305 in combination with atezolizumab (Tecentriq®) versus atezolizumab alone in patients with soft tissue sarcoma, which data will be presented in a poster discussion session at the European Society of Medical Oncology (ESMO) 2017 Congress in September. | immuneform8kesmo.htm |
| 2017-08-02 | 8-K | 2017-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2017, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2017. | immuneform8k2q17.htm |
| 2017-07-03 | 8-K | 2017-07-03 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The Prospectus Supplement contains an updated description of certain aspects of the Company’s business. | d417782d8k.htm |
| 2017-06-15 | 8-K | 2017-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 13, 2017, Immune Design Corp. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). | form8k-meeting17.htm |
| 2017-05-17 | 8-K | 2017-05-17 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 17, 2017, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2017. 8.01 On May 17, 2017, the Company also issued a press release reporting new clinical and biomarker data from the Company’s CMB305 and G100 monotherapy studies, which data will be presented at the 2017 Annual Meeting of the American Society of Clinical Oncology (ASCO) in June. | immuneform8k1q17.htm |
| 2017-03-07 | 8-K | 2017-03-07 | 2.02 Results of Operations and Financial Condition | 2.02 On March 7, 2017, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2016. | immuneform8k4q16.htm |
| 2017-03-03 | 8-K/A | 2016-10-17 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 10.1† Confidential Settlement Agreement, by and between the Company and TheraVectys SA, a French société anonyme, dated October 17, 2016. | imdz8kmarch17.htm |
| 2017-01-10 | 8-K | 2017-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 4, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of Immune Design Corp. (the “Company”) approved 2016 cash bonuses, 2017 annual base salaries, 2017 bonus targets and equity awards for the Company’s named executive officers (each, an “Executive”), as set forth below. | imdz-form8xkx17c.htm |
| 2016-12-16 | 8-K | 2016-12-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 16, 2016, Richard Kenney, M.D. resigned as Principal Medical Advisor of Immune Design Corp. (the “Company”). | immune8kkenney2.htm |
| 2016-11-09 | 8-K | 2016-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2016, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2016. | immuneform8k3q16.htm |
| 2016-10-21 | 8-K | 2016-10-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 8.01. | imdz8koctober2016.htm |
| 2016-09-16 | 8-K | 2016-09-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 14, 2016, the Company issued a press release announcing that it had commenced the offering. | d254220d8k.htm |
| 2016-09-14 | 8-K | 2016-09-14 | 8.01 Other Events | 8.01 On September 14, 2016, Immune Design Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement in connection with a proposed public offering of shares of the Company’s common stock. | d261314d8k.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2016, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2016. | immuneform8k2q16.htm |
| 2016-07-01 | 8-K | 2016-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 28, 2016, Immune Design Corp. (the “Company”) and Richard Kenney, M.D. entered into a transition agreement (the “Agreement”) relating to Dr. Kenney’s transition from Chief Medical Officer into the role of Principal Medical Advisor. | immune8kkenney.htm |
| 2016-06-21 | 8-K | 2016-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Effective June 15, 2016, the Board of Directors (the “Board”) of Immune Design Corp. (the “Company”) appointed Susan Kelley, M.D. to the Board as a Class III director, to serve until the Company’s 2017 annual meeting of stockholders. 5.07 On June 15, 2016, the Company held its 2016 annual meeting of stockholders (the “Annual Meeting”). | form8k-meeting16.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2016, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2016. | immuneform8k1q16.htm |
| 2016-05-02 | 8-K | 2016-04-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 26, 2016, Brian Atwood notified Immune Design Corp. (the “Company”) of his decision to resign from the Board of Directors of the Company (the “Board”) effective June 15, 2016. | immune8kres.htm |
| 2016-03-10 | 8-K | 2016-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2016, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2015. | immuneform8k4q.htm |
| 2016-02-16 | 8-K/A | 2015-12-23 | 9.01 Financial Statements and Exhibits | 9.01 ExhibitNumber Description 10.1† Second Amended and Restated License Agreement, by and between the Company and the Infectious Disease Research Institute, a Washington not-for-profit corporation, dated December 23, 2015. | d142170d8ka.htm |
| 2016-01-08 | 8-K | 2016-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 4, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Immune Design Corp. (the “Company”) approved 2015 cash bonuses, 2016 annual base salaries, 2016 bonus targets and equity awards for the Company’s named executive officers (each, an “Executive”), as set forth below. | imdz-form8xk.htm |
| 2015-12-30 | 8-K | 2015-12-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d112432d8k.htm |
| 2015-11-12 | 8-K | 2015-11-12 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 99.1 Press Release, dated November 12, 2015. | immuneform8k3q.htm |
| 2015-11-03 | 8-K | 2015-10-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The stock option granted to each Executive has (i) a vesting commencement date of October 30, 2015, (ii) an exercise price of $13.00 per share, the closing price of the Company’s common stock on October 30, 2015, and (iii) a term of 10 years from the grant date. | immune8k.htm |
| 2015-08-12 | 8-K | 2015-08-12 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 99.1 Press Release, dated August 12, 2015. | immuneform8k.htm |
| 2015-06-04 | 8-K | 2015-05-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 31, 2015, Immune Design Corp. (the “Company”) entered into a Separation and Consulting Agreement (the “Agreement”) with Paul Rickey in connection with his previously announced resignation from the Company. | form8k-filing.htm |
| 2015-05-18 | 8-K | 2015-05-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On May 13, 2015, Paul Rickey, Vice President, Finance and Administration of Immune Design Corp. (the “Company”), announced his resignation effective May 31, 2015 from all of his positions with the Company, including his positions as Principal Financial Officer and Principal Accounting Officer of the Company, in order to pursue other endeavors. 5.07 On May 13, 2015, the Company held its 2015 annual meeting of stockholders (the “Annual Meeting”). | form8k-stockholderxmeeting.htm |
| 2015-05-14 | 8-K | 2015-05-13 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 14, 2015, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2015. 8.01 On May 13, 2015, the Company issued a press release announcing its upcoming presentation at the 2015 American Society of Clinical Oncology (ASCO) of positive clinical data from three ongoing immuno-oncology Phase 1 clinical trials. | d926296d8k.htm |
| 2015-03-31 | 8-K | 2015-03-31 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 31, 2015, Immune Design Corp. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2014. 8.01 On March 31, 2015, the Company issued a press release announcing top-line results from three ongoing Phase 1 trials of immune-oncology agents. | form8-kearnings.htm |
| 2015-03-19 | 8-K | 2015-03-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 18, 2015, the Board of Directors (the “Board”) of Immune Design Corp. (the “Company”) elected Lewis W. Coleman to serve as a Class II director of the Company, filling a vacancy created by the increase in the size of the Board from seven to eight members. 8.01 On March 19, 2015, the Company issued a press release announcing the election of Mr. Coleman to the Board, a copy of which is attached as Exhibit 99.1 hereto. | form8-kcoleman.htm |
| 2015-03-11 | 8-K | 2015-03-10 | 8.01 Other Events | 8.01 On March 10, 2015, Immune Design Corp. issued a press release, a copy of which is attached as Exhibit 99.1 hereto. | d888162d8k.htm |
| 2015-03-10 | 8-K | 2015-03-09 | 8.01 Other Events | 8.01 In mid January 2015, the Chancery Court of the State of Delaware conducted a hearing on a motion for a preliminary injunction requested by Theravectys SA (“TVS”) to enjoin Immune Design Corp. (the “Company”) from using or manufacturing any lentiviral vectors or using or disclosing any data generated from lentiviral vectors for a period of three years, other than to complete the Company’s ongoing LV305 clinical trial. | d889009d8k.htm |
| 2015-01-09 | 8-K | 2015-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The stock option granted to each Executive has a vesting commencement date of January 1, 2015 and an exercise price of $31.00 per share, the closing price of the Company’s common stock on January 7, 2015. | d849841d8k.htm |
| 2014-07-29 | 8-K | 2014-07-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On July 29, 2014, Immune Design Corp. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock. | d762551d8k.htm |
| 2014-07-25 | 8-K | 2014-07-25 | 8.01 Other Events | 8.01 On July 25, 2014, Immune Design Corp. issued a press release, a copy of which is attached as Exhibit 99.1 hereto. | d761998d8k.htm |