Kite Pharma, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-10-03: Form 8-K; Period of report 2017-10-03; 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.
- 2017-09-25: Form 8-K; Period of report 2017-09-22; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-09-05: Form 8-K; Period of report 2017-09-01; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-08-28: Form 8-K; Period of report 2017-08-27; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-10-03 | 8-K | 2017-10-03 | 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 described in the Introductory Note above, on October 3, 2017, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. 3.01 In connection with the consummation of the Merger, the Company (i) notified NASDAQ of the consummation of the Merger and (ii) requested that NASDAQ file with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In connection with the Merger, at the effective time of the Merger, each of the directors of the Company (Arie Belldegrun, M.D., FACS, David Bonderman, Farah Champsi, Ian Clark, Roy Doumani, Franz B. Humer, Ph.D., Joshua A. Kazam, Ran Nussbaum, Jonathan M. Peacock, Steven B. Ruchefsky and Owen N. Witte, M.D.) resigned as directors of the Company and from all committees of the board of directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. | d458818d8k.htm |
| 2017-09-25 | 8-K | 2017-09-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 22, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kite Pharma, Inc. accelerated the vesting, effective as of September 25, 2017, of the following performance-based restricted stock units (“RSUs”) granted to the named executive officers in April 2017: Mr. Jenkinson, 2,500 RSUs; Ms. Butitta, 8,000 RSUs; Dr. Chang, 15,000 RSUs; Mr. Moore, 8,000 RSUs and Ms. Tomasello, 4,500 RSUs. | d462185d8k.htm |
| 2017-09-05 | 8-K | 2017-09-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 27, 2017, Kite Pharma, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Gilead Sciences, Inc. (“Parent”) and Dodgers Merger Sub, Inc. (“Purchaser”). | d452149d8k.htm |
| 2017-08-28 | 8-K | 2017-08-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On August 28, 2017, the Company and Parent issued a joint press release announcing the Merger Agreement, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference. | d441582d8k.htm |
| 2017-08-08 | 8-K | 2017-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2017, Kite Pharma, Inc. (“Kite”) announced its financial results for the second quarter ended June 30, 2017 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d438648d8k.htm |
| 2017-06-23 | 8-K | 2017-06-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 20, 2017, Kite Pharma, Inc. (the “Company”) held its Annual Meeting of Stockholders at the Company’s offices, located at 689 Fifth Avenue, 14th Floor, New York, New York 10022 at 8:00 a.m. local time (the “Annual Meeting”). | d407835d8k.htm |
| 2017-05-08 | 8-K | 2017-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2017, Kite Pharma, Inc. (“Kite”) announced its financial results for the first quarter ended March 31, 2017 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d384838d8k.htm |
| 2017-04-12 | 8-K | 2017-04-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 10, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kite Pharma, Inc. (“Kite”) considered a milestone achievement award for Arie Belldegrun, M.D., FACS, President and Chief Executive Officer, Cynthia M. Butitta, Chief Operating Officer, David Chang, M.D., Chief Medical Officer and Executive Vice President of Research and Development, Helen Kim, Executive Vice President of Business Development, Paul Jenkinson, Chief Financial Officer, and Jeff Wiezorek, M.D., Senior Vice President of Clinical Development. | d374705d8k.htm |
| 2017-03-16 | 8-K | 2017-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 14, 2017, the board of directors (the “Board”) of Kite Pharma, Inc. (“Kite”), based upon a recommendation from the nominating and corporate governance committee of the Board, voted to appoint Owen N. Witte as a director of Kite. | d535018d8k.htm |
| 2017-03-06 | 8-K | 2017-03-02 | 8.01 Other Events | 8.01 On March 2, 2017, Kite Pharma, Inc. (“Kite”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, as the representative of the several underwriters (the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 4,750,000 shares of Kite’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $75.00 per share, which Kite estimates will result in approximately $347.4 million of net proceeds to Kite after deducting the underwriting discounts and commissions and estimated offering expenses. | d358490d8k.htm |
| 2017-02-28 | 8-K | 2017-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2017, Kite Pharma, Inc. (“Kite”) provided a corporate update and announced its financial results for the fourth quarter ended December 31, 2016 and its full-year financial results for the year ended December 31, 2016 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d345232d8k.htm |
| 2017-01-10 | 8-K | 2017-01-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 10, 2017, KP EU C.V. (“Kite”), a wholly owned indirect subsidiary of Kite Pharma, Inc., entered into a Sino-foreign Co-operative Joint Venture Contract (the “JV Agreement”) with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd. (“Fosun”) pursuant to which the parties will establish a joint venture (the “JV Company”) for the purpose of developing, manufacturing and commercializing axicabtagene ciloleucel, also known as KTE-C19, in the mainland of the People’s Republic of China, the Hong Kong Special Administration Region and the Macau Special Administration Region (together, the “China Market”). | d304268d8k.htm |
| 2017-01-09 | 8-K | 2017-01-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 5, 2017, Kite Pharma EU B.V. (“Kite”), a wholly owned indirect subsidiary of Kite Pharma, Inc., entered into a Collaboration and License Agreement (the “Agreement”) with Daiichi Sankyo Company, Limited (“DS”) pursuant to which Kite has granted to DS an exclusive license to develop and commercialize axicabtagene ciloleucel, also known as KTE-C19, in Japan. | d286259d8k.htm |
| 2017-01-05 | 8-K | 2017-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective January 3, 2017, the board of directors (the “Board”) of Kite Pharma, Inc. (“Kite”), based upon a recommendation from the nominating and corporate governance committee of the Board, voted to appoint Ian Clark as a director of Kite. | d245373d8k.htm |
| 2016-12-27 | 8-K | 2016-12-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 22, 2016, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kite Pharma, Inc. (“Kite”) reviewed the annual base salary of Arie Belldegrun, M.D., FACS, President and Chief Executive Officer, Cynthia M. Butitta, Chief Operating Officer, David Chang, M.D., Chief Medical Officer and Executive Vice President of Research and Development, Helen Kim, Executive Vice President of Business Development, Paul Jenkinson, Chief Financial Officer, and Jeff Wiezorek, M.D., Senior Vice President of Clinical Development. | d273976d8k.htm |
| 2016-11-09 | 8-K | 2016-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2016, Kite Pharma, Inc. (“Kite”) announced its financial results for the third quarter ended September 30, 2016 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d288157d8k.htm |
| 2016-09-26 | 8-K | 2016-09-26 | 8.01 Other Events | 8.01 On September 26, 2016, Kite Pharma, Inc. (“Kite”) issued a press release announcing positive topline results from a pre-planned interim analysis of ZUMA-1 for its lead product candidate, KTE-C19, in patients with chemorefractory diffuse large B-cell lymphoma. | d265635d8k.htm |
| 2016-08-08 | 8-K | 2016-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2016, Kite Pharma, Inc. (“Kite”) announced its financial results for the second quarter ended June 30, 2016 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d236910d8k.htm |
| 2016-07-06 | 8-K | 2016-07-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d395616d8k.htm |
| 2016-06-06 | 8-K | 2016-06-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 1, 2016, Kite Pharma, Inc. (the “Company”) held its Annual Meeting of Stockholders at the Company’s offices, located at 2355 Utah Avenue, El Segundo, California 90245 at 8:30 a.m. local time (the “Annual Meeting”). | d193962d8k.htm |
| 2016-06-02 | 8-K | 2016-06-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d202417d8k.htm |
| 2016-05-16 | 8-K | 2016-05-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 16, 2016, Kite Pharma, Inc. (“Kite”) announced that Paul L. Jenkinson has been named as Kite’s Chief Financial Officer, effective May 16, 2016. | d168986d8k.htm |
| 2016-05-09 | 8-K | 2016-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2016, Kite Pharma, Inc. (“Kite”) announced its financial results for the first quarter ended March 31, 2016 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d160480d8k.htm |
| 2016-02-29 | 8-K | 2016-02-29 | 2.02 Results of Operations and Financial Condition | 2.02 On February 29, 2016, Kite Pharma, Inc. (“Kite”) provided a corporate update and announced its financial results for the fourth quarter ended December 31, 2015 and its full-year financial results for the year ended December 31, 2015 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d126679d8k.htm |
| 2015-12-22 | 8-K | 2015-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 17, 2015, based on the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kite Pharma, Inc. (“Kite”), the Board adopted a change in control and severance benefit plan (the “Plan”) applicable to Kite’s employees. | d102101d8k.htm |
| 2015-12-11 | 8-K | 2015-12-09 | 8.01 Other Events | 8.01 On December 9, 2015, Kite Pharma, Inc. (“Kite”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and Citigroup Global Markets Inc., as representatives of the several underwriters (the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 3,625,000 shares of the Kite’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $69.00 per share, which we estimate will result in approximately $237.0 million of net proceeds to Kite after deducting estimated underwriting discounts and commissions and estimated expenses. | d44927d8k.htm |
| 2015-12-08 | 8-K | 2015-12-08 | 8.01 Other Events | 8.01 On December 8, 2015, Kite Pharma, Inc. (“Kite”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Preliminary Prospectus Supplement”), relating to a proposed public offering of shares of Kite’s common stock (the “Public Offering”). | d18180d8k.htm |
| 2015-12-07 | 8-K | 2015-12-07 | 8.01 Other Events | 8.01 On December 7, 2015, Kite Pharma, Inc. (“Kite”) issued a press release announcing Phase 1 results from Kite’s Phase 1/2 (ZUMA-1) clinical trial of Kite’s lead product candidate, KTE-C19, an anti-CD19 CAR T cell therapy, in patients with refractory, aggressive non-Hodgkin lymphoma. | d94327d8k.htm |
| 2015-11-12 | 8-K | 2015-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2015, Kite Pharma, Inc. (“Kite”) announced its financial results for the third quarter ended September 30, 2015 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d10812d8k.htm |
| 2015-11-05 | 8-K | 2015-11-05 | 8.01 Other Events | 8.01 On November 5, 2015, Kite Pharma, Inc. (“Kite”) issued a press release announcing its abstract presentations for the 57th Annual Meeting of the American Society of Hematology (“ASH”) in Orlando, Florida, on December 5-8, 2015. | d54942d8k.htm |
| 2015-10-27 | 8-K | 2015-10-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d13889d8k.htm |
| 2015-10-20 | 8-K | 2015-10-20 | 8.01 Other Events | 8.01 patent license agreement (the “License”) with the National Institutes of Health (“NIH”). | d33753d8k.htm |
| 2015-09-15 | 8-K | 2015-09-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective September 9, 2015, the board of directors (the “Board”) of Kite Pharma, Inc. (“Kite”), based upon a recommendation from the nominating and corporate governance committee of the Board, voted to appoint Dr. Franz B. Humer, Ph.D., as a director of Kite. | d36041d8k.htm |
| 2015-08-17 | 8-K | 2015-08-17 | 8.01 Other Events | 8.01 On August 17, 2015, Kite Pharma, Inc. issued a press release announcing an update on its multicenter Phase 1-2 clinical trial for its lead product candidate KTE-C19, a chimeric antigen receptor-based therapy, in patients with refractory diffuse large B cell lymphoma, including primary mediastinal B cell lymphoma and transformed follicular lymphoma. | d140275d8k.htm |
| 2015-08-10 | 8-K | 2015-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2015, Kite Pharma, Inc. (“Kite”) announced its financial results for the second quarter ended June 30, 2015 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d59684d8k.htm |
| 2015-06-22 | 8-K | 2015-06-22 | 8.01 Other Events | 8.01 On June 22, 2015, Kite Pharma, Inc. (“Kite”) and bluebird bio, Inc. (“bluebird”) issued a joint press release announcing that they have entered into a collaboration agreement to advance second generation T cell receptor therapy product candidates to treat certain cancers associated with the human papillomavirus. | d947223d8k.htm |
| 2015-06-12 | 8-K | 2015-06-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 8, 2015, Kite Pharma, Inc. (the “Company”) held its Annual Meeting of Stockholders at the offices of Two River Consulting, LLC, located at 689 Fifth Avenue, 12th Floor, New York, New York 10022 at 8:00 a.m. local time (the “Annual Meeting”). | d942091d8k.htm |
| 2015-05-15 | 8-K | 2015-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2015, Kite Pharma, Inc. (“Kite”) announced its financial results for the first quarter ended March 31, 2015 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d927001d8k.htm |
| 2015-03-26 | 8-K | 2015-03-26 | 2.02 Results of Operations and Financial Condition | 2.02 On March 26, 2015, Kite Pharma, Inc. (“Kite”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2014 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d896107d8k.htm |
| 2015-03-17 | 8-K | 2015-03-17 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | d894690d8k.htm |
| 2015-03-02 | 8-K | 2015-02-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d881132d8k.htm |
| 2015-02-19 | 8-K | 2015-02-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d875574d8k.htm |
| 2015-01-30 | 8-K | 2015-01-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d859878d8k.htm |
| 2015-01-07 | 8-K | 2014-12-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d846496d8k.htm |
| 2015-01-05 | 8-K | 2014-12-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d845719d8k.htm |
| 2014-12-24 | 8-K | 2014-12-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 23, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kite Pharma, Inc. reviewed the annual base salary of Arie Belldegrun, M.D., FACS, President and Chief Executive Officer. | d842837d8k.htm |
| 2014-12-19 | 8-K | 2014-12-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 15, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kite Pharma, Inc. (“Kite”) reviewed Kite’s 2014 corporate goals and determined that on an overall basis, Kite had substantially achieved all of its goals. | d840515d8k.htm |
| 2014-11-14 | 8-K | 2014-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2014, Kite Pharma, Inc. (“Kite”) announced its financial results for the third quarter ended September 30, 2014 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d821483d8k.htm |
| 2014-10-14 | 8-K | 2014-10-07 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On October 7, 2014, Kite Pharma, Inc. (“Kite”) notified Crowe Horwath LLP (the “Former Accounting Firm”) they had been dismissed as its independent registered public accounting firm and engaged Ernst & Young LLP (the “New Accounting Firm”), as its new independent registered public accounting firm. | d803283d8k.htm |
| 2014-08-15 | 8-K | 2014-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2014, Kite Pharma, Inc. (“Kite”) announced its financial results for the second quarter ended June 30, 2014 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | d776823d8k.htm |