Immunocore Holdings plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits

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): May 28, 2024

 

Immunocore Holdings plc

(Exact name of registrant as specified in its Charter)

+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:

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

 

* 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 1.01.

Entry into a Material Definitive Agreement.

 

On May 28, 2024, Immunocore Holdings plc (the “Company”) entered into a registration rights agreement (the “Registration Rights Agreement”) with 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively, the “BBA Funds”), as described below under the heading “Registration Rights Agreement” in Item 5.02 and incorporated herein by reference.

 

Item 5.02.

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

 

Appointment of Mr. Ranjeev Krishana

 

On May 28, 2024, upon the nomination of the BBA Funds pursuant to a letter agreement, as modified by a waiver agreement between the Company and the BBA Funds dated February 3, 2021 and an amendment between the Company and the BBA Funds dated February 6, 2024 (the "Amendment" and referred to as amended as the "Letter Agreement") and the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”), the Board appointed Mr. Ranjeev Krishana to serve as a Class I director of the Company, effective May 28, 2024. Mr. Krishana will serve for a term expiring at the Company’s 2025 annual meeting of shareholders, and until his successor is elected and has been qualified, or until his earlier death, resignation or removal.

 

Mr. Krishana, age 50, has served as a partner at Baker Bros. Advisors LP. (“Baker Bros”) since 2011. Prior to joining Baker Bros., from 2003 to 2007 and from 2008 to 2011, he held a series of commercial, strategy, and business development leadership roles of increasing responsibility at Pfizer, Inc., serving as an executive in their pharmaceutical business across a variety of international regions and markets, including Asia, Europe, and Latin America. Mr. Krishana initially began his career as a strategy consultant at Accenture plc. Mr. Krishana currently serves on the board of directors of BeiGene, Ltd. Mr. Krishana holds a B.A. in Economics and Political Science from Brown University, and a M.P.P. from Harvard University.

 

Mr. Krishana will be compensated in accordance with the Company’s non-employee director compensation policy as described in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 12, 2024, including an option grant to purchase an estimated $325,790 of the Company’s ordinary shares, with a grant date of May 28, 2024.

 

The Company has entered into its standard indemnity deed for directors with Mr. Krishana in connection with his appointment to the Board, the form of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form F-1 (File No. 333-252166), initially filed with the Securities and Exchange Commission on January 15, 2021.

 

 

 

Registration Rights Agreement

 

In connection with the appointment of Mr. Krishana to the Board, the Company entered into an affiliate registration rights agreement with the BBA Funds (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the BBA Funds are entitled to certain resale registration rights with respect to the Company’s ordinary shares, nominal value £0.002 per share (“Ordinary Shares”), non-voting ordinary shares, nominal value £0.002 per share (“Non-Voting Ordinary Shares”), and American Depositary Shares held by the BBA Funds (collectively, the “Registrable Securities”). Under the Registration Rights Agreement, following a request by the BBA Funds, the Company is obligated to file a resale registration statement on Form S-3, or other appropriate form, covering the Registrable Securities. The Company has agreed to file such resale registration statement as promptly as reasonably practicable following such request, and in any event within 60 days of such request. The Company’s obligations to file such registration statement are subject to specified exceptions, and suspension and deferral rights as are set forth in the Registration Rights Agreement. Under specified circumstances, the Company may also include securities of the Company in any such registration statement. Under the Registration Rights Agreement, the BBA Funds also have the right to one underwritten offering per calendar year, but no more than three underwritten offerings in total and not more than two underwritten offerings or “block trades” (as defined in the Registration Rights Agreement) in any 12-month period, to effect the sale or distribution of the Registrable Securities, subject to certain exceptions, conditions and limitations. The Registration Rights Agreement also requires the Company to pay certain expenses relating to such registrations and to indemnify the BBA Funds against certain liabilities.

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

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.

---