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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): March 18, 2024
REPLIGEN CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 000-14656 | 04-2729386 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 250-0111
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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 |
||
| Common Stock, par value $0.01 per share | RGEN | The Nasdaq Global Select Market |
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 Margaret A. Pax
On March 18, 2024, based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Repligen Corporation (the “Company”), the Board elected Margaret A. Pax to the Board, effective immediately (the “Effective Date”). The Board determined that Ms. Pax is independent under the listing standards of the Nasdaq Stock Market.
Pursuant to the terms of the Company’s Amended and Restated Non-Employee Directors’ Compensation Policy (the “Director Compensation Policy”), on the Effective Date, Ms. Pax was granted an option to purchase shares of the Company’s common stock having an aggregate value of $215,000 (the “Initial Board Option”). The Initial Board Option vests in equal annual installments over a three-year period and has an exercise price equal to the closing price of the Company’s common stock on the Effective Date.
Additionally, under the Director Compensation Policy, on the Effective Date, Ms. Pax was granted (1) an option to purchase shares of the Company’s common stock having an aggregate value of $17,916 and (2) restricted stock units having an aggregate value of $17,917 (together, the “Pro-Rata Award”), reflecting the pro-rated portion of the annual equity grant for non-employee directors reelected to the Board. The Pro-Rata Award fully vests on the date of the next annual meeting of stockholders, subject to Ms. Pax’s continued service on the Board as of such date. The stock options granted as part of the Pro-Rata Award have an exercise price equal to the closing price of the Company’s common stock on the Effective Date.
In addition, as a non-employee director, Ms. Pax will receive the other compensation benefits provided under the Director Compensation Policy, including cash compensation and future equity awards, which policy is filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company expects to enter into an indemnification agreement with Ms. Pax in the same form as the indemnification agreements the Company has entered into with its other directors.
At the time of this disclosure, Ms. Pax was not named to any committees of the Board, and no committee assignments are contemplated at this time. There are no family relationships between Ms. Pax and any director or executive officer of the Company, and Ms. Pax has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On March 19, 2024, the Company issued a press release announcing Ms. Pax’s election to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Repligen Corporation on March 19, 2024. | |
| 104 | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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.
| REPLIGEN CORPORATION | ||||||
| Dated: March 19, 2024 | By: | /s/ Tony J. Hunt |
||||
| Tony J. Hunt | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
|
|
Repligen Corporation 41 Seyon Street Building #1, Suite 100 Waltham, Massachusetts 02453 |
Repligen Appoints Maggie A. Pax to Board of Directors
WALTHAM, MA – March 19, 2024 – Repligen Corporation (NASDAQ:RGEN) today announced the appointment to its Board of Directors of life sciences industry executive Maggie A. Pax. This appointment expands the size of Repligen’s board from eight to nine members. Ms. Pax brings to Repligen over 25 years of experience leading the development and execution of growth strategies for global companies. This includes eight years with Thermo Fisher Scientific, where, from 2016–2020, she served as Vice President, Strategy and Innovation for the clinical supply chain business. In this role, she led strategic planning, developed customer-facing innovation programs, and drove the business case for the company’s multi-billion acquisition of Patheon, a leading biopharmaceutical contract manufacturer.
Karen A. Dawes, Chairperson of the Board of Directors for Repligen, said, “We’re very happy to welcome Maggie Pax as a terrific addition to the Repligen Board with extensive experience in the life sciences industry. I see Maggie as a strong fit with the Repligen leadership team; she brings an exceptional track record of guiding strategic change, developing go-to-market plans, creating business partnerships and driving product innovation programs.”
Tony J. Hunt, Chief Executive Officer for Repligen said, “Maggie understands first-hand the drivers of growth for our industry and has touched many of the focus areas for Repligen: key account programs, continuous innovation and M&A integration. We look forward to her involvement and input.”
In addition to her role as Vice President Strategy and Innovation at Thermo Fisher, Ms. Pax’s background includes her position as Senior Director, Corporate Development & Strategy at Thermo Fisher from 2013–2016, where she led post-merger commercial integration for the company’s acquisition of Life Technologies. Earlier in her career with Thermo Fisher, Maggie was the Senior Director, Portable Analytical Instrumentation from 2012-2013. From 1989-2000 Maggie was with Phillips Healthcare, a leading medical device company, where she held senior leadership roles in Business Development, Marketing and Product Management. Between her Phillips and Thermo Fisher roles, Maggie held a number of entrepreneurial leadership positions, including as Vice President, Business and Clinical Development for five years (2006-2011) at Microchips Biomedical, an MIT startup company that was acquired by Daré Bioscience.
Ms. Pax is currently an independent board director for Alimera Sciences, a Nasdaq-listed pharmaceutical company with retinal treatments, and Jellagen, a privately-held UK company developing novel wound care products. She also sits on the board of the U.S. subsidiary of BioPorto A/S, a Danish-based kidney biomarker company. Ms. Pax advises a range of healthcare and life sciences companies on business strategy, commercial growth and partnerships. Maggie received her BA from the College of Holy Cross, and has an MBA from Harvard Business School, where she serves as a board member of the Harvard Business School Healthcare Alumni Association.
About Repligen
Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that enable efficiencies in the process of manufacturing biological drugs. We are “inspiring advances in bioprocessing” for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our focus areas are Filtration and Fluid Management, Chromatography, Process Analytics and Proteins. Our corporate headquarters are located in Waltham, Massachusetts, and the majority of our manufacturing sites are in the U.S., with additional key sites in Estonia, France, Germany, Ireland, the Netherlands and Sweden. For more information about the company see our website at www.repligen.com, and follow us on LinkedIn.
This press release may contain forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that statements in this press release which are not strictly historical statements including, without limitation, statements identified by words like “believe,” “expect,” “may,” “will,” “should,” “seek,” or “could” and similar expressions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including risks discussed from time to time in our filings with the Securities and Exchange Commission. We expressly disclaim any responsibility to update any forward-looking statements, except as required by law.
Repligen Contact:
Sondra S. Newman
Global Head of Investor Relations
(781) 419-1881
investors@repligen.com
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