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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 9, 2021 (December 8, 2021)

 

 

 

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.)

 

45 Sidney Street

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:

 

¨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))

 

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. ¨

 

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

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share BPMC Nasdaq Global Select Market

 

 

 

 

 

 

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

 

Effective December 8, 2021, the Board of Directors (the “Board”) of Blueprint Medicines Corporation (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee of the Board, unanimously appointed Daniella Beckman to fill a newly created vacancy on the Board resulting from an increase in the size of the Board from eight (8) to nine (9) directors. Ms. Beckman was appointed as a Class III director of the Company, to serve in such capacity until the annual meeting of the Company’s stockholders in 2023 or until her earlier resignation, death or removal.

 

Since September 2019, Ms. Beckman has served as the Chief Financial Officer of Tango Therapeutics, a targeted oncology biotechnology company. From November 2015 to September 2019, Ms. Beckman provided consulting services and served as the Interim Chief Financial Officer for several early-stage biotechnology companies. Prior to consulting, Ms. Beckman was the Chief Financial Officer of Idenix Pharmaceuticals from 2011 until its acquisition by Merck in 2014. Ms. Beckman has served on the board of directors and chair of the audit committee and a member of the compensation committee of Vor Biopharma, Inc., since July 2020, and on the board of directors and chair of the audit committee and a member of the nomination and governance committee of 5:01 Acquisition Corp, a special purpose acquisition company, since October 2020. Ms. Beckman previously served on the board of directors and chair of both the audit and the nomination and governance committees of Translate Bio, Inc. Ms. Beckman received a B.S. in business administration-accounting from Boston University.

 

Upon her election to the Board, Ms. Beckman was granted an option to purchase 7,000 shares of the Company’s Common Stock at an exercise price of $98.72 per share, which was the closing price of the Company’s Common Stock on the date of grant, which will vest in equal monthly installments during the three years following the grant date, subject to Ms. Beckman’s continued service on the Board.  Ms. Beckman was also granted 3,400 restricted stock units, which will vest in equal annual installments over a three-year period beginning on the one-year anniversary of the grant date, subject to Ms. Beckman’s continued service on the Board. Each restricted stock unit will entitle Ms. Beckman to one share of the Company’s Common Stock if and when the restricted stock unit vests.

 

In connection with her election to the Board, Ms. Beckman has been appointed to serve as a member of the Audit Committee of the Board.

 

Ms. Beckman has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Ms. Beckman and any other person pursuant to which she was appointed as a director of the Company.

 

In connection with Ms. Beckman’s election to the Board,  Ms. Beckman entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.11 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 Ms. Beckman for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as one of the Company’s directors.

 

A copy of the Company’s press release announcing the appointment of Ms. Beckman is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

2

 

 

Item 9.01  Financial Statements and Exhibits. 

 

(d) Exhibits. 

 

Exhibit No.    Description 
99.1    Press release issued by Blueprint Medicines Corporation on December 9, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101) 

 

3

 

 

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: December 9, 2021 By:

/s/ Jeffrey W. Albers

    Jeffrey W. Albers
    Chief Executive Officer

 

4

Exhibit 99.1

 

 

 

Blueprint Medicines Appoints Daniella Beckman to its Board of Directors

 

CAMBRIDGE, Mass., (Dec. 9, 2021) / PRNewswire/ -- Blueprint Medicines Corporation (NASDAQ: BPMC) today announced the appointment of Daniella Beckman to its board of directors. Ms. Beckman, who is currently the Chief Financial Officer of Tango Therapeutics and board member for Vor Biopharma and 5:01 Acquisition Corp, brings more than 20 years of corporate strategy, finance and business operations experience.

 

“Daniella’s wealth of experience in the biopharmaceutical sector brings new strength to our Board of Directors,” said Jeff Albers, Chief Executive Officer and Chairman of the Board of Directors of Blueprint Medicines. “We welcome her perspective and expertise as we continue our evolution as a global leader in precision therapy.”

 

“Blueprint Medicines has achieved impressive business results and impact for patients in its first 10 years, with two approved medicines, a broad pipeline and a fully integrated global business,” said Ms. Beckman. “I’m excited to join the company at the precipice of its next wave of growth, and I look forward to working with management and other board members to realize the promise of precision medicine for even more patients with significant medical needs.”

 

Ms. Beckman joins Blueprint Medicines with deep financial and operational experience across the biotechnology industry, having worked with both private and publicly traded companies throughout her career. At Tango Therapeutics, Ms. Beckman oversees finance, investor relations, and business development. Prior to joining Tango, Ms. Beckman was a consultant to early-stage biotechnology companies, leading financial activities and building companies’ financial infrastructures. She also served as Interim Chief Financial Officer for Neon Therapeutics. Previously, Ms. Beckman was Chief Financial Officer of Idenix Pharmaceuticals, where she was responsible for finance, investor relations, and IT until the company was acquired by Merck in 2014. Earlier in her career, she held various finance positions at Coley Pharmaceuticals, Biogen Idec, and PricewaterhouseCoopers (PwC). Ms. Beckman received her BA in business administration and accounting from Boston University. Ms. Beckman also serves as Chair of the Audit Committee and member of the Compensation Committee for the Board of Directors of Vor Biopharma, Chair of the Audit Committee and member of the Nomination and Governance Committee for the Board of Directors of 5:01 Acquisition Corp, and previously served as Chair of both the Audit and the Nomination and Governance Committees for the Board of Directors of Translate Bio.

 

About Blueprint Medicines 

 

Blueprint Medicines is a global precision therapy company that invents life-changing therapies for people with cancer and hematologic disorders. Applying an approach that is both precise and agile, we create medicines that selectively target genetic drivers, with the goal of staying one step ahead across stages of disease. Since 2011, we have leveraged our research platform, including expertise in molecular targeting and world-class drug design capabilities, to rapidly and reproducibly translate science into a broad pipeline of precision therapies. Today, we are delivering approved medicines directly to patients in the United States and Europe, and we are globally advancing multiple programs for genomically defined cancers, systemic mastocytosis, and cancer immunotherapy. For more information, visit www.BlueprintMedicines.com and follow us on Twitter (@BlueprintMeds) and LinkedIn. 

 

 

 

 

 

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, express or implied statements regarding plans, strategies, timelines and expectations for Blueprint Medicines’ current or future approved drugs and drug candidates, including timelines for marketing applications and approvals, the initiation of clinical trials or the results of ongoing and planned clinical trials; Blueprint Medicines’ plans, strategies and timelines to nominate development candidates; plans and timelines for additional marketing applications for avapritinib and pralsetinib and, if approved, commercializing avapritinib and pralsetinib in additional geographies or for additional indications; the potential benefits of any of Blueprint Medicines’ current or future approved drugs or drug candidates in treating patients; the potential benefits of Blueprint Medicines’ collaborations; timelines and expectations for the proposed acquisition (including future performance and revenue); and Blueprint Medicines’ strategy, goals and anticipated financial performance, milestones, business plans and focus. The words “aim,” “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 impact of the COVID-19 pandemic to Blueprint Medicines’ business, operations, strategy, goals and anticipated milestones, including Blueprint Medicines’ ongoing and planned research and discovery activities, ability to conduct ongoing and planned clinical trials, clinical supply of current or future drug candidates, commercial supply of current or future approved products, and launching, marketing and selling current or future approved products; Blueprint Medicines’ ability and plans in continuing to establish and expand a commercial infrastructure, and successfully launching, marketing and selling current or future approved products; Blueprint Medicines’ ability to successfully expand the approved indications for AYVAKIT/AYVAKYT and GAVRETO or obtain marketing approval for AYVAKIT/AYVAKYT in additional geographies in the future; the delay of any current or planned clinical trials or the development of Blueprint Medicines’ current or future drug candidates; Blueprint Medicines’ advancement of multiple early-stage efforts; Blueprint Medicines’ ability to successfully demonstrate the safety and efficacy of its drug candidates and gain approval of its drug candidates on a timely basis, if at all; the preclinical and clinical results for Blueprint Medicines’ drug candidates, which may not support further development of such drug candidates; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials; Blueprint Medicines’ ability to obtain, maintain and enforce patent and other intellectual property protection for AYVAKIT/AYVAKYT, GAVRETO or any drug candidates it is developing; Blueprint Medicines’ ability to develop and commercialize companion diagnostic tests for AYVAKIT/AYVAKYT, GAVRETO or any of its current and future drug candidates; Blueprint Medicines’ ability to complete the proposed acquisition in a timely manner or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed acquisition; and the success of Blueprint Medicines’ current and future collaborations, partnerships or licensing arrangements. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Blueprint Medicines’ filings with the Securities and Exchange Commission (SEC), including Blueprint Medicines’ most recent Annual Report on Form 10-K, as supplemented by its most recent Quarterly Report on Form 10-Q and any other filings that Blueprint Medicines has made or 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. Except as required by law, Blueprint Medicines explicitly disclaims any obligation to update any forward-looking statements.

 

 

 

 

 

Blueprint Medicines Contacts 

 

Media: 

Sarah Mena Guerrero

+1 (617) 714-6684 

media@blueprintmedicines.com  

 

Investor Relations: 

Kristin Hodous 

+1 (617) 714-6674 

ir@blueprintmedicines.com