bpmc_8K (new officer)(October 2017)

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): October 10, 2017

 


 

Blueprint Medicines Corporation

(Exact name of registrant as specified in its charter)

 


 

 

 

 

 

 

Delaware

 

001-37359

 

26-3632015

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

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

 

 

38 Sidney Street, Suite 200

Cambridge, Massachusetts

 

02139

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (617) 374-7580

 

(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))

 

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

 

Appointment of Senior Vice President, Technical Operations

 

Effective October 10,  2017, Blueprint Medicines Corporation (the “Company”) appointed Christopher K. Murray, Ph.D. as Senior Vice President, Technical Operations of the Company and entered into an employment agreement with Dr. Murray that provides for “at will” employment.

 

Prior to joining the Company, Dr. Murray, age 55, served as Vice President, Technical Operations at ARIAD Pharmaceuticals, Inc. (“ARIAD”) from January 2014 to May 2017. In this role, Dr. Murray oversaw all aspects of commercial and clinical manufacturing, supply chain and logistics, process development, quality control and analytical chemistry for ARIAD’s approved products and product candidates, including Iclusig® (ponatinib) and Alunbrig® (brigatinib). From 2004 to December 2013, Dr. Murray held multiple roles of increasing responsibility at ARIAD related to process development, manufacturing and clinical supply. Prior to joining ARIAD, Dr. Murray served in various positions with Allos Therapeutics, Inc. and Hauser Inc. related to clinical and commercial manufacturing and supply of active pharmaceutical ingredient. Dr. Murray holds a B.S. from Hope College with a major in chemistry and a Ph.D. in chemistry from the University of Chicago.

 

Pursuant to the terms of his employment agreement, Dr. Murray is entitled to an annual base salary of $370,000. Dr. Murray is also eligible for an annual performance bonus targeted at 35% of his base salary commencing with the year ended 2018. Pursuant to the terms of his employment agreement, Dr. Murray will also be granted a stock option, effective November 1, 2017, to purchase 75,000 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the date of grant. The stock option will have a ten-year term and will vest as to 25% of the shares underlying the stock option on the first anniversary of the commencement of Dr. Murray’s employment with the Company and as to an additional 1/48th of the shares underlying the stock option monthly thereafter. Dr. Murray is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans. Pursuant to the terms of his employment agreement, if Dr. Murray’s employment is terminated by the Company without cause (as defined in his employment agreement) or by Dr. Murray for good reason (as defined in his employment agreement), and subject to Dr. Murray’s execution of a release of potential claims against the Company, Dr. Murray will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary and (ii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Murray’s COBRA health continuation period, whichever ends earlier. However, in the event that Dr. Murray’s employment is terminated by the Company without cause, or Dr. Murray terminates his employment with the Company for good reason, in either case within 12 months following the occurrence of a sale event (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Dr. Murray’s execution of a release of potential claims against the Company, Dr. Murray will be entitled to receive: (i) a lump sum in cash in an amount equal to the sum of 12 months of Dr. Murray’s base salary then in effect plus Dr. Murray’s target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Murray’s COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by Dr. Murray.

 

In connection with Dr. Murray’s appointment as Senior Vice President, Technical Operations, Dr. Murray will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-202938) filed with the Securities and Exchange Commission on March 23, 2015. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Dr. Murray for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by his in any action or proceeding arising out of his service as one of our officers. Dr. Murray has also previously entered into a non-competition, non-solicitation, confidentiality and assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of Dr. Murray’s employment and for 12 months thereafter.

 

 

Dr. Murray has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Dr. Murray and any other person pursuant to which he was appointed as an officer of the Company.

 

2


 

A copy of the Company’s press release announcing Dr. Murray’s appointment as Senior Vice President, Technical Operations is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

Exhibit No.

 

Description

99.1

 

Press release issued by Blueprint Medicines Corporation on October 10, 2017

 

3


 

EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press release issued by Blueprint Medicines Corporation on October 10, 2017

 

 

 

4


 

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.

 

 

 

 

 

 

BLUEPRINT MEDICINES CORPORATION

 

 

 

 

 Date: October 10, 2017

By:

/s/ Tracey L. McCain

 

 

Tracey L. McCain

 

 

Chief Legal Officer

 

 

5


bpmc_Ex99_1

Exhibit 99.1

blueprint_logo_08

 

Blueprint Medicines Announces Appointment of Christopher Murray, Ph.D. as Senior Vice President, Technical Operations

 

CAMBRIDGE, Mass., October 10, 2017 – Blueprint Medicines Corporation (NASDAQ: BPMC), a leader in discovering and developing targeted kinase medicines for patients with genomically defined diseases, today announced the appointment of Christopher Murray, Ph.D. as Senior Vice President, Technical Operations. Dr. Murray will join the executive management team and be responsible for technical development, manufacturing and supply chain operations.

 

“We are thrilled to welcome Chris to Blueprint Medicines. Chris has more than two decades of strategic and operational experience in pharmaceutical sciences, and he has successfully led manufacturing operations for multiple product candidates through development, regulatory review and commercial launch,” said Jeff Albers, Chief Executive Officer of Blueprint Medicines. “As we expand clinical activities for our lead product candidates and develop plans to address potential future commercial supply needs, Chris will lead the effort to strategically enhance our manufacturing capabilities across the portfolio.”

 

Dr. Murray joins Blueprint Medicines with over 25 years of commercial and clinical manufacturing experience in the biopharmaceutical industry.  Most recently, Dr. Murray served as Vice President, Technical Operations at ARIAD Pharmaceuticals, Inc. (ARIAD) from January 2014 to May 2017.  In this role, Dr. Murray oversaw all aspects of commercial and clinical manufacturing, supply chain and logistics, process development, quality control and analytical chemistry for ARIAD’s approved products and product candidates, including Iclusig® (ponatinib) and Alunbrig® (brigatinib).  From 2004 to December 2013, Dr. Murray held multiple roles of increasing responsibility at ARIAD related to process development, manufacturing and clinical supply.  Prior to joining ARIAD, Dr. Murray served in various positions with Allos Therapeutics, Inc. and Hauser Inc. related to clinical and commercial manufacturing and supply of active pharmaceutical ingredient.  Dr. Murray holds a B.S. from Hope College with a major in chemistry and a Ph.D. in chemistry from the University of Chicago.

 

“I’m excited to join Blueprint Medicines at this pivotal moment as the company begins to plan for commercial readiness,” said Dr. Murray. “With compelling data sets for two product candidates and a growing pipeline of differentiated assets, Blueprint Medicines has the potential to become the leading developer of highly selective kinase medicines.”

 

About Blueprint Medicines

 

Blueprint Medicines is developing a new generation of targeted and potent kinase medicines to improve the lives of patients with genomically defined diseases. Its approach is rooted in a deep understanding of the genetic blueprint of cancer and other diseases driven by the abnormal activation of kinases. Blueprint Medicines is advancing four programs in clinical development for subsets of patients with gastrointestinal stromal tumors, hepatocellular carcinoma, systemic mastocytosis, non-small cell lung cancer, medullary thyroid cancer and other advanced solid tumors, as well as multiple programs in research and preclinical development. For more information, please visit www.blueprintmedicines.com.  

 


 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the potential to become the leading developer of highly selective kinase medicines and Blueprint Medicines’ strategy, business plans and focus. The words "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, risks and uncertainties related to the delay of any current or planned clinical trials or the development of Blueprint Medicines’ drug candidates, including BLU-285, BLU-554 and BLU-667; Blueprint Medicines’ advancement of multiple early-stage efforts; Blueprint Medicines’ ability to successfully demonstrate the safety and efficacy of its drug candidates; the preclinical and clinical results for Blueprint Medicines’ drug candidates, which may not support further development of such drug candidates; and actions of the U.S. Food and Drug Administration or other regulatory agencies, which may affect the initiation, timing and progress of clinical trials; Blueprint Medicines’ ability to develop and commercialize companion diagnostic tests for its current and future drug candidates, including companion diagnostic tests for BLU-554 with Ventana Medical Systems, Inc. and for BLU-285 with QIAGEN Manchester Limited; and the success of Blueprint Medicines’ cancer immunotherapy collaboration with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. These and other risks and uncertainties are described in greater detail in the section entitled "Risk Factors" in Blueprint Medicines’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission (SEC) on August 2, 2017, and other filings that Blueprint Medicines may make with the SEC in the future. Any forward-looking statements contained in this press release represent Blueprint Medicines’ views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Blueprint Medicines explicitly disclaims any obligation to update any forward-looking statements.

 

Media and Investor Relations Contacts

 

Kristin Hodous

617-714-6674

KHodous@blueprintmedicines.com   

 

Jim Baker

617-844-8236

JBaker@blueprintmedicines.com