blue-8k_20160225.htm

 

 

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 24, 2016

 

bluebird bio, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

DELAWARE

 

001-35966

 

13-3680878

 

 

 

 

 

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

150 Second Street

Cambridge, MA

 

02141

 

 

 

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (339) 499-9300

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 24, 2016, bluebird bio, Inc. (the “Company”) appointed Jeffrey T. Walsh as Chief Financial and Strategy Officer and principal financial officer of the Company, in each case, effective March 1, 2016.  Mr. Walsh, 50, has served as the Company’s Chief Operating Officer since May 2011 (and will serve as such through February 29, 2016) and previously served as the Company’s principal financial officer from June 2013 to November 2014.  Prior to joining the Company, Mr. Walsh served as chief business officer of Taligen Therapeutics, Inc. from November 2008 to February 2011.  Mr. Walsh has also held senior business development, finance and operations roles at PathoGenesis Corp. (acquired by Chiron Corporation), Allscripts Healthcare Solutions Inc., EXACT Sciences Corporation and Inotek Pharmaceuticals Corp.  There are no new arrangements or understandings between Mr. Walsh and the Company in connection with his appointment as Chief Financial and Strategy Officer and principal financial officer of the Company.

 

In connection with the appointment of Mr. Walsh and effective as of March 1, 2016, James M. DeTore will no longer serve as Chief Financial Officer and Treasurer and principal financial officer of the Company, and Mr. DeTore’s employment with the Company will end on March 18, 2016.  In connection with the termination of Mr. DeTore’s employment, he is entitled to certain severance benefits pursuant to the terms of an employment agreement, dated October 20, 2014, between the Company and Mr. DeTore, as set forth in the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2014, which description is incorporated herein by reference.  Mr. DeTore’s departure from the Company did not result from any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates or judgments.

 

Also on February 24, 2016, the Company appointed Eric Sullivan as Vice President, Finance and Treasurer of the Company, effective March 1, 2016.  Mr. Sullivan, who has served as the Company’s Senior Director of Finance since November 2013 (and will serve as such through February 29, 2016), will continue to serve as principal accounting officer of the Company, a position he has held since March 2014.  There are no new arrangements or understandings between Mr. Sullivan and the Company in connection with his appointment as Vice President, Finance and Treasurer of the Company.

 

Item 8.01 Other Events.

On February 25, 2016, the Company issued a press release announcing the appointment of Mr. Walsh as Chief Financial and Strategy Officer and principal financial officer of the Company, the resignation of Mr. DeTore as Chief Financial Officer and Treasurer and principal financial officer, and the appointment of Mr. Sullivan as Vice President, Finance and Treasurer, in each case effective as of March 1, 2016.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

 

99.1

 

Press release issued by bluebird bio, Inc. on February 25, 2016, furnished herewith

 

 

 

 

 

ACTIVE/71742392.1


 

 

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.

 

 

 

 

 

 

Date: February 25, 2016

bluebird bio, Inc.


 

 

 

By:

/s/ Jason F. Cole

 

 

 

Jason F. Cole

 

 

 

SVP, General Counsel

 

 

 

 


EXHIBIT INDEX

 

Exhibit No.

 

Description

 

99.1

 

Press release issued by bluebird bio, Inc. on February 25, 2016, furnished herewith.

 

blue-ex991_15.htm

                                                                         

 

Exhibit 99.1

 

 

bluebird bio Announces Transition of Chief Financial Officer

 

CAMBRIDGE, Mass., February 25, 2016 – bluebird bio, Inc. (Nasdaq: BLUE) a clinical-stage company committed to developing potentially transformative gene therapies for severe genetic diseases and T cell-based immunotherapies for cancer, today announced that Jim DeTore, chief financial officer, has decided to leave the company, effective March 18, 2016.  In conjunction with this announcement, bluebird bio is appointing Jeffrey Walsh as chief financial and strategy officer, effective March 1, 2016. Mr. Walsh previously served as chief operating officer of bluebird bio since May 2011. 

“As bluebird bio continues advancing toward commercialization, we are putting more focus on our commercial organization to best serve our future needs. In addition, we are combining several strategic functions under Jeff’s leadership to maintain our strategic focus in a rapidly evolving field. As a result, Jim has decided to pursue opportunities outside the company,” said Nick Leschly, chief bluebird. “Jim has been a valued member of the bluebird executive team, and his contributions have been instrumental to our growth. His efforts have positioned us very well both financially and strategically to continue our pursuit of life-changing treatments for patients. On behalf of the bluebird bio team, I want to thank Jim for his significant contributions and wish him the best in his future endeavors.”

 

Prior to joining bluebird bio, Mr. Walsh served as chief business officer of Taligen Therapeutics. He has also held senior business development, finance and operations roles at PathoGenesis Corp. (acquired by Chiron Corporation), AllScripts Healthcare Solutions, EXACT Sciences and Inotek Pharmaceuticals.

About bluebird bio, Inc.

With its lentiviral-based gene therapies, T cell immunotherapy expertise and gene editing capabilities, bluebird bio has built an integrated product platform with broad potential application to severe genetic diseases and cancer. bluebird bio’s gene therapy clinical programs include its Lenti-D™ product candidate, currently in a Phase 2/3 study, called the Starbeam Study, for the treatment of cerebral adrenoleukodystrophy, and its LentiGlobin® BB305 product candidate, currently in three clinical studies for the treatment of transfusion-dependent ß-thalassemia, also known as ß-thalassemia major, and severe sickle cell disease. bluebird bio’s oncology pipeline is built upon the company’s leadership in lentiviral gene delivery and T cell engineering, with a focus on developing novel T cell-based immunotherapies, including chimeric antigen receptor (CAR T) and T cell receptor (TCR) therapies. bluebird bio’s lead oncology program, bb2121, is an anti-BCMA CAR T program partnered with Celgene. bb2121 is currently being studied in a phase 1 trial for the treatment of relapsed/refractory multiple myeloma.

1

 


bluebird bio also has discovery research programs utilizing megaTALs/homing endonuclease gene editing technologies with the potential for use across the company’s pipeline.

 

bluebird bio has operations in Cambridge, Massachusetts, Seattle, Washington, and Paris, France.

 

LentiGlobin and Lenti-D are trademarks of bluebird bio, Inc.

 

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the advancement of, and anticipated development and regulatory milestones and plans related to the Company’s product candidates and clinical studies. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk of cessation or delay of any of the ongoing or planned clinical studies or development activities for our product candidates, the risk of a delay in the enrollment of patients in the Company’s clinical studies, the risk that the results of previously conducted studies involving similar product candidates will not be repeated or observed in ongoing or future studies involving current product candidates, the risk that our collaborations will not continue or will not be successful, and the risk that any one or more of our product candidates will not be successfully developed and commercialized. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our most recent annual report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and bluebird bio undertakes no duty to update this information unless required by law.

 

 

Availability of other information about bluebird bio

Investors and others should note that we communicate with our investors and the public using our company website (www.bluebirdbio.com), including but not limited to investor presentations and FAQs, Securities and Exchange Commission filings, press releases, public conference calls and webcasts. You can also connect with us on Twitter @bluebirdbio, LinkedIn or our YouTube channel. The information that we post on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in bluebird bio to review the information that we post on these channels, including our investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include other social media channels than the ones described above. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

 


Investors and Media:

Manisha Pai

bluebird bio, Inc.

(617) 245-2107

mpai@bluebirdbio.com

 

Media:

Dan Budwick

Pure Communications, Inc.

(973) 271-6085