UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On March 8, 2022, the board of directors (the “Board”) of Landos Biopharma, Inc. (the “Company”) appointed Roger Adsett to serve as a director of the Company. Mr. Adsett will serve as a Class III director whose term will expire at the 2024 Annual Meeting, at which time he will stand for election by the Company’s stockholders. Mr. Adsett was also appointed to serve on the Audit Committee.
There is no arrangement or understanding between Mr. Adsett and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Adsett and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Adsett requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Adsett, age 53, has served as Chief Operating Officer at Insmed Incorporated since November 2019. From September 2016 to November 2019, he served as Chief Commercial Officer at Insmed Incorporated. Mr. Adsett holds a B.A. in English and Economics from Bucknell University and an M.B.A from The Wharton School at the University of Pennsylvania.
In accordance with the Company’s Non-Employee Director Compensation Policy, upon commencement of his service as a director on March 8, 2022, Mr. Adsett was granted an initial option grant (the “Initial Grant”) under the Company’s 2019 Equity Incentive Plan (the “Plan”) to purchase 36,000 shares of the Company’s common stock at an exercise price of $1.47 per share, which will vest in equal monthly installments over a three-year period such that the option is fully vested on the third anniversary of the date of grant, subject to Mr. Adsett’s continuous service through such vesting dates. At each annual meeting of stockholders following which Mr. Adsett will continue service as a director, Mr. Adsett will also be entitled to receive an additional option grant to purchase 18,000 shares of the Company’s common stock (the “Annual Grant”), which will vest upon the one-year anniversary of the date of grant, subject to Mr. Adsett’s continuous service through such vesting date. For 2022, Mr. Adsett’s Annual Grant will be pro-rated based on time served as a director through the date of the Annual Meeting. Additionally, Mr. Adsett will be entitled to receive a $45,000 annual retainer, payable quarterly in arrears, for his service on the Board, and a $10,000 annual retainer, payable quarterly in arrears, for his service on the Audit Committee. Mr. Adsett has also entered into the Company’s standard form of indemnification agreement.
| Item 7.01 | Regulation FD Disclosure. |
On March 10, 2022, the Company issued a press release announcing the appointment of Mr. Adsett to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being 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 a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release, dated March 10, 2022, entitled “Landos Biopharma Appoints Roger Adsett to its Board of Directors.” | |
| 104 | The cover page from Landos Biopharma, Inc.’s Form 8-K filed on March 10, 2022, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Landos Biopharma, Inc. | ||||||
| Dated: March 10, 2022 | By: | /s/ Tim M. Mayleben | ||||
| Tim M. Mayleben | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Landos Biopharma Appoints Roger Adsett to its Board of Directors
BLACKSBURG, Va., March 10, 2022 – Landos Biopharma, Inc. (NASDAQ: LABP), a clinical-stage biopharmaceutical company developing novel, oral medicines for patients with autoimmune diseases, today announced that it has appointed Roger Adsett to the Company’s Board of Directors, effective March 8, 2022. Mr. Adsett will serve on the Audit Committee of the Board. With the addition of Mr. Adsett, the Landos Board has been expanded to six members.
Mr. Adsett is a healthcare industry veteran with almost thirty years of experience and a proven track record of successful development and commercialization of innovative medicines at several biopharmaceutical companies including Insmed, Shire and AstraZeneca. Mr. Adsett also has extensive experience in Inflammatory Bowel Disease (IBD) and the GastrointestinaI (GI) therapeutic area, successfully launching both blockbuster and specialty brands. He currently serves as the Chief Operating Officer for Insmed Incorporated, where he is responsible for its global operations including commercial efforts and geographic leadership in the U.S., Japan and EMEA region.
“We are pleased to welcome Roger to our Board as we continue to review our clinical development plans to focus on the most value-enhancing near-and long-term opportunities,” said Chris Garabedian, Chairman of the Board. “Roger brings deep clinical expertise in IBD and GI, and we look forward to benefitting from his perspectives as we advance our three clinical-stage product candidates, omilancor, NX-13 and LABP-104. I am confident that Roger will make significant contributions to the Board as we continue our mission of addressing the therapeutic gap for autoimmune diseases.”
“I am thrilled to join the Landos Board at such an important time for the Company,” said Mr. Adsett. “Landos has an incredibly promising portfolio and has made tremendous progress advancing and expanding its pipeline of potentially first-in-class oral therapeutics for patients with autoimmune diseases. I am excited to work with Chris, Tim and the entire Board as Landos continues on its path to maximize the success of its clinical-stage programs.”
Before his appointment as Chief Operating Officer of Insmed, Mr. Adsett served as Chief Commercial Officer from 2016 until 2019. Previously, he held multiple executive leadership roles at Shire between 2005 and 2016, including Senior Vice President, GastrointestinaI & Internal Medicine Business Unit Leader and Senior Vice President, GI Business Unit Leader. Prior to joining Shire, he spent 11 years at AstraZeneca. Mr. Adsett holds a B.A. in English and economics from Bucknell University and an M.B.A from The Wharton School at the University of Pennsylvania.
Separately, the Company announced that it plans to release its fourth quarter 2021 financial results and provide a corporate update on its clinical development plans on March 24, 2022.
About Landos Biopharma
Landos Biopharma is a clinical-stage biopharmaceutical company utilizing its LANCE® Advanced A.I. platform to discover and develop novel oral therapeutics for patients with autoimmune diseases. Using the LANCE® platform, the Company discovers new mechanisms of action, including the LANCL2, NLRX1 and PLXDC2 immunometabolic pathways at the interface of immunity and metabolism. Landos’ lead product candidate, omilancor, targets the LANCL2 pathway and is a novel oral, gut-restricted, small molecule potentially first-in-class therapeutic in development for the treatment of ulcerative colitis, Crohn’s disease and Eosinophilic Esophagitis. Landos’ second product candidate, NX-13, targets the NLRX1 pathway and is a novel, oral, gut-restricted small molecule potentially first-in-class therapeutic in development for the treatment of ulcerative colitis. Landos discovered and is also developing LABP-104, a novel, oral systemically distributed small molecule potentially first-in-class therapeutic targeting the LANCL2 pathway for the treatment of systemic lupus erythematosus (SLE) and rheumatoid arthritis (RA).
For more information, please visit www.landosbiopharma.com.
Contacts
Andi Rose / Tanner Kaufman / Kara Sperry
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449