Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2021, Andrew Schiermeier, Ph.D., Executive Vice President and Chief
Operating Officer of Intellia Therapeutics, Inc. ("Intellia," or the "Company")
informed the Company that he will be resigning from his position in order to
accept the position of President and Chief Executive Officer of a new autologous
and allogeneic universal chimeric antigen receptor ("CAR") T-cell therapy
company. The new company is being established by Intellia, a leading clinical
stage genome editing company focused on developing curative therapeutics using
CRISPR/Cas9 technology, Cellex Cell Professionals GmbH ("Cellex"), the parent
company of GEMoaB GmbH ("GEMoaB"), a clinical-stage biopharmaceutical company
which is focused on the development of next-generation immunotherapies and cell
therapies for hard-to-treat cancers, and funds managed by Blackstone Life
Sciences, the life sciences business of The Blackstone Group Inc. The transition
will take place upon closing of the transaction, which is expected to take place
in the third quarter of 2021 (the "Separation Date"). Dr. Schiermeier will
remain in his current position until the Separation Date. Subject to the
Company's receipt of a general release of claims and pursuant to the terms of a
separation agreement, Dr. Schiermeier will receive (i) his prorated bonus for
the calendar year 2021, and (ii) monthly cash payment equal to the monthly
employer contribution that the Company would have made to provide health
insurance to him if he had remained employed by the Company until the earlier of
six (6) months following the Separation Date or the date he becomes eligible for
health benefits through another employer or otherwise becomes ineligible for
COBRA. In addition, (x) the unvested portions of Dr. Schiermeier's outstanding
stock options, restricted stock awards, and other stock-based awards that would
have vested in the nine (9) months following the Separation Date will accelerate
and become fully exercisable or nonforfeitable and (y) any vested stock options
and other stock-based awards as of the Separation Date will be fully exercisable
until nine (9) months from the Separation Date.
Item 8.01 Other Events.
On June 22, 2021, the Company announced that it has entered into an agreement
with Cellex and funds managed by Blackstone Life Sciences to establish a new CAR
T-cell company that will be focused on the development of allogeneic universal
CAR T-cell therapies for immuno-oncology and autoimmune diseases. The new
company will be headquartered in Cambridge, Massachusetts and will acquire
Cellex's subsidiary GEMoaB, with established offices and labs in Dresden,
Germany. GEMoaB is developing a switchable universal platform to improve the
therapeutic window of CAR T-cell therapies. This approach enables increased
efficacy and safety across a range of cancers, including solid tumors, that are
currently a challenge for existing cell therapies. In addition, the new company
and Intellia will gain access to Cellex's established cell therapy manufacturing
capabilities to accelerate their respective ex vivo programs. The new company
will have an exclusive license to combine Intellia's CRISPR/Cas9 allogeneic
platform with GEMoaB's switchable, universal CAR T-cell platforms (UniCAR and
RevCAR). As a subsidiary of the new company, GEMoaB will continue to advance its
clinical stage CAR T-cell programs. Funds managed by Blackstone Life Sciences
have committed up to $250 million to the transaction and they, Intellia and
Cellex (and certain related entities) will each have equal ownership of the new
company at the time of the initial closing.
Under the terms of the agreement, the new company and Intellia will also
simultaneously enter into a co-development and co-funding ("Co-Co") agreement to
co-develop an allogeneic universal CAR T-cell product for an immuno-oncology
indication, which the parties will co-commercialize in the United States and key
European countries. Intellia will have one additional option to enter into a
second Co-Co agreement from selected allogeneic universal CAR T-cell therapy
products that the parties will develop under the collaboration.
The new company includes a seasoned management team, including President and
Chief Executive Officer Andrew Schiermeier, Ph.D., current Executive Vice
President and Chief Operating Officer of Intellia; Chief Medical Officer
Professor Gerhard Ehninger, a founding shareholder and Chief Medical Officer of
GEMoaB and a founding shareholder and Chief Executive Officer of Cellex; and
Chief Scientific Officer Dr. Armin Ehninger, Chief Scientific Officer of GEMoaB.
The new company's Board of Directors will be chaired by Dr. Olivier Brandicourt,
a Senior Advisor to Blackstone Life Sciences and the former CEO of Sanofi S.A.
The transaction is expected to close in the third quarter of 2021 and is subject
to customary closing conditions, including regulatory clearances.
The full text of the press release issued in connection with the announcement is
filed as Exhibit 99.1 on this Current Report on Form 8-K.
In addition, the Company announced that it expects to nominate its first
allogeneic development candidate in the first half of 2022.
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