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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): December 31, 2024



Immunocore Holdings plc
(Exact name of registrant as specified in its Charter)



England and Wales
001-39992
Not Applicable
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

92 Park Drive, Milton Park
Abingdon, Oxfordshire,
United Kingdom
 
OX14 4RY
(Address of principal executive offices)
 
(Zip Code)
+44 1235 438600
(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange
on
which registered
American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share
IMCR
The Nasdaq Stock Market LLC
Ordinary share, nominal value £0.002 per share*
*
The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

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.

Appointment of New Chief Financial Officer

On December 31, 2024, Immunocore LLC, an indirect, wholly owned subsidiary of Immunocore Holdings plc (“Parent” and, together with Immunocore LLC, the “Company”), entered into an employment agreement (the “Employment Agreement”) with Travis Coy, pursuant to which Mr. Coy will serve as the Company’s Executive Vice President, Chief Financial Officer and Head of Corporate Development as well as the Company’s principal financial officer, effective as of January 1, 2025 (the “Effective Date”). In connection with his entry into the Employment Agreement, Mr. Coy resigned from the Company’s board of directors (the “Board”), effective as of the Effective Date.

Mr. Coy, age 44, previously served as Vice President, Head of Transactions and M&A, Corporate Business Development at Eli Lilly and Company (“Lilly”), a position he held since October 2019. Prior to this role, Mr. Coy held a variety of finance and business development experiences of increasing responsibility at Lilly since he joined in 2003, including positions as Vice President, Transactions - Oncology and Diagnostics; Vice President, Transactions - Cardiometabolic Diseases, Drug Delivery and Devices; Finance Director of the Oncology Business Unit; Director of Investor Relations; Director of Corporate Finance and Investment Banking; and other financial controllership roles. Before transitioning to finance and business development, he served as a chemist in Lilly’s research laboratories and as a production manager for Milliken & Company. Mr. Coy holds an M.B.A. from the Ross School of Business at the University of Michigan and a B.S. in Chemistry from Rose-Hulman Institute of Technology.

Pursuant to the Employment Agreement, Mr. Coy will receive an initial annual base salary of $500,000 per year and be eligible to receive an annual cash performance bonus with a target amount equal to 40% of his annual base salary. Mr. Coy will also receive a cash sign-on bonus of $200,000, payable in three installments as follows: $100,000 payable on January 31, 2025, and $50,000 payable on each of January 30, 2026 and January 29, 2027, subject to Mr. Coy’s continued employment through each payment date. In addition, effective as of the Effective Date, Mr. Coy received a grant of 274,033 options to purchase the Company’s ordinary shares under the Company’s 2021 Equity Incentive Plan (the “Plan”) (the “Option Award”). The Option Award shall vest over four years, with 25% of the options subject to the Option Award vesting on the first anniversary of the Effective Date and the remainder vesting in 12 equal quarterly installments thereafter, subject to Mr. Coy’s continued service through each such vesting date. Mr. Coy is eligible to participate in the Company’s employee benefit plans on the same basis as similarly-situated Company employees and is subject to a customary confidentiality agreement with non-disclosure, IP assignment, non-solicitation and non-competition restrictions.

Mr. Coy is also entitled to certain severance benefits under the Employment Agreement. If Mr. Coy’s employment is terminated (i) by the Company without Cause (as defined in the Employment Agreement), or (ii) by Mr. Coy for Good Reason (as defined in the Employment Agreement), in either case upon or within 18 months following the effective date of a Change in Control (as defined in the Plan) (a “Change in Control Period”), he will receive, subject to certain conditions (including the delivery to the Company of a separation agreement containing, among other terms, a general release of claims in favor of the Company (“Separation Agreement”)), (a) cash severance in the form of continuation of Mr. Coy’s then-current base salary for 18 months, (b) a lump sum payment equal to 150% of his then-current target annual cash bonus, (c) a lump sum payment equal to his annual bonus for the year of his termination or resignation, as applicable, pro-rated based on the number of days Mr. Coy was employed during such calendar year, (d) payment of his COBRA premiums for up to 18 months following the date of his termination or resignation, as applicable, and (e) acceleration of all his unvested and outstanding equity awards.

If Mr. Coy’s employment is terminated (i) by the Company without Cause, or (ii) by Mr. Coy for Good Reason, in either case outside a Change in Control Period, he will receive, subject to certain conditions (including the delivery to the Company of a Separation Agreement), (a) cash severance in the form of continuation of Mr. Coy’s then-current base salary for 12 months, and (b) payment of his COBRA premiums for up to 12 months.

There are no arrangements or understandings between Mr. Coy and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Coy and any of the Company’s other executive officers or directors. There are no transactions between Mr. Coy and the Company that require disclosure pursuant to Item 404(a) of Regulation S-K.


The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Employment Agreement, a copy of which the Company expects to file with its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and, upon filing, it will be incorporated herein by reference.

Item 7.01.
Regulation FD Disclosure

On January 2, 2025, the Company issued a press release announcing the appointment of Mr. Coy as the Company’s Executive Vice President, Chief Financial Officer and Head of Corporate Development, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The information contained in to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and 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 filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.
Financial Statements and Exhibits

Exhibit No.
Description
Press Release dated January 2, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
IMMUNOCORE HOLDINGS PLC
    
Dated: January 2, 2025
By:
/s/ Bahija Jallal, Ph.D.
 
 
Name:
Bahija Jallal, Ph.D.
 
Title:
Chief Executive Officer



EX-99.1 2 ef20040795_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1


Immunocore appoints Travis Coy, previously a Non-Executive Director, as its EVP, Chief Financial Officer and Head of Corporate Development
 
(OXFORDSHIRE, England & CONSHOHOCKEN, Penn. & GAITHERSBURG, Md., US, 02 January 2025) Immunocore Holdings plc (Nasdaq: IMCR) (“Immunocore” or the “Company”), a commercial-stage biotechnology company pioneering and delivering transformative immunomodulating medicines to radically improve outcomes for patients with cancer, infectious diseases and autoimmune diseases, today announces that Travis Coy has been appointed as Executive Vice President (EVP), Chief Financial Officer and Head of Corporate Development, effective January 1, 2025. He will become an Executive Officer, transitioning from his role of Non-Executive Director that he assumed in September 2019.

Travis brings with him over 20 years of experience working at Eli Lilly and Company, where his most recent role was Vice President, Head of Transactions and M&A, Corporate Business Development. Prior to this role, Travis held a variety of roles, at Eli Lilly, of increasing responsibility across finance and business development, including leading business development for oncology and cardiometabolic diseases, financial leadership of the oncology business unit, Director of Investor Relations, and Director of Corporate Finance and Investment Banking. He started his career as a chemist in Lilly’s research laboratories. Travis holds an MBA from the Ross School of Business at the University of Michigan and a BS in Chemistry from Rose-Hulman Institute of Technology.

"I am delighted to welcome Travis to the Executive team," said Bahija Jallal, Chief Executive Officer of Immunocore. “Having served as a Non-Executive Director for 5 years, his deep knowledge of our company and science will be invaluable in his new role as we continue delivering on our mission to transform outcomes for patients.”

“I want to thank Travis for his service on the Board of Immunocore, and in particular his leadership on the Audit Committee,” said Professor Sir John Bell, Chairman of the Board of Immunocore. “I look forward to continuing working with him in his CFO role.”

"I am excited to transition from my position as a Board member of Immunocore to now lead the Finance and Corporate Development functions," said Travis Coy, Immunocore's new Chief Financial Officer. "I look forward to partnering with the other members of the Executive team to deliver transformative medicines to patients with cancer, infectious diseases and autoimmune diseases with our differentiated platform and strong financial base."

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About Immunocore

Immunocore is a commercial-stage biotechnology company pioneering the development of a novel class of TCR bispecific immunotherapies called ImmTAX – Immune mobilizing monoclonal TCRs Against X disease – designed to treat a broad range of diseases, including cancer, autoimmune diseases and infectious diseases. Leveraging its proprietary, flexible, off-the-shelf ImmTAX platform, Immunocore is developing a deep pipeline in multiple therapeutic areas, including nine active clinical and pre-clinical programs​ in oncology, infectious diseases, and autoimmune diseases. The Company’s most advanced oncology TCR therapeutic, KIMMTRAK, has been approved for the treatment of HLA-A*02:01-positive adult patients with unresectable or metastatic uveal melanoma in the United States, European Union, Canada, Australia, and the United Kingdom.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “may”, “will”, “believe”, “expect”, “plan”, “anticipate” and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These statements include, but are not limited to, statements regarding the ability of the Company’s ImmTAX platform to address a broad range of cancers, infectious diseases and autoimmune diseases; and the Company’s ability to deliver transformative medicines to patients. Any forward-looking statements are based on management’s current expectations and beliefs of future events and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially and adversely from those set forth in or implied by such forward-looking statements, many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to, the impact of worsening macroeconomic conditions on the Company’s business, financial position, strategy and anticipated milestones, including Immunocore’s ability to conduct ongoing and planned clinical trials; Immunocore’s ability to obtain a clinical supply of current or future product candidates or commercial supply of KIMMTRAK or any future approved products, including as a result of health epidemics or pandemics, war in Ukraine, the conflict in the Middle East or global geopolitical tension; Immunocore’s ability to obtain and maintain regulatory approval of its product candidates, including KIMMTRAK; Immunocore’s ability and plans in continuing to establish and expand a commercial infrastructure and to successfully launch, market and sell KIMMTRAK and any future approved products; Immunocore’s ability to successfully expand the approved indications for KIMMTRAK or obtain marketing approval for KIMMTRAK in additional geographies in the future; the delay of any current or planned clinical trials, whether due to patient enrollment delays or otherwise; Immunocore’s ability to successfully demonstrate the safety and efficacy of its product candidates and gain approval of its product candidates on a timely basis, if at all; competition with respect to market opportunities; unexpected safety or efficacy data observed during preclinical studies or clinical trials; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials or future regulatory approval; Immunocore’s need for and ability to obtain additional funding, on favorable terms or at all, including as a result of worsening macroeconomic conditions, including changes in inflation and interest rates and unfavorable general market conditions, and the impacts thereon of the war in Ukraine, the conflict in the Middle East, and global geopolitical tension; Immunocore’s ability to obtain, maintain and enforce intellectual property protection for KIMMTRAK or any of its product candidates it or its collaborators are developing; and the success of Immunocore’s current and future collaborations, partnerships or licensing arrangements. These and other risks and uncertainties are described in greater detail in the section titled "Risk Factors" in Immunocore’s filings with the Securities and Exchange Commission, including Immunocore’s most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (SEC) on February 28, 2024, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the SEC. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information, except as required by law.

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Contact Information

Immunocore
Sébastien Desprez, Head of Communications
T: +44 (0) 7458030732
E: sebastien.desprez@immunocore.com
Follow on Twitter: @Immunocore

Investor Relations
Clayton Robertson, Head of Investor Relations
T: +1 (215) 384-4781
E: ir@immunocore.com

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