UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2022
Commission File Number: 001-40299
Achilles Therapeutics plc
(Exact name of registrant as specified in its charter)
245 Hammersmith Road
London W6 8PW
United Kingdom
Tel: +44 (0)20 8154 4600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Resignation of Derek DiRocco from Achilles Board of Directors
On May 3, 2022, Derek DiRocco resigned as a director from the board of directors (the “Board”) of Achilles Therapeutics plc (“Achilles” or the “Company”), effective immediately. Mr. DiRocco had served on the Board since 2019 and was a member of the Audit Committee of the Board (the “Audit Committee”). Mr. DiRocco’s resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with his resignation, the Remuneration Committee of the Board accelerated an aggregate of 15,000 options to purchase ordinary shares held by Mr. DiRocco.
Achilles Appoints Bernhard Ehmer to Board of Directors
On May 4, 2022, Achilles issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 6-K, announcing the appointment of Bernhard Ehmer, M.D. to the Board, effective immediately. Most recently, Dr. Ehmer served as Chief Executive Officer of Biotest AG, and currently serves on the board of directors of Affimed N.V., each a biotechnology company. Dr. Ehmer will serve as a director until his term expires at the 2022 Annual General Meeting, at which time he will stand for election by the Company’s shareholders. The Board has determined Dr. Ehmer is an “independent” director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules. Dr. Ehmer will be serving on the Board as a non-employee, independent director.
Dr. Ehmer will be compensated for his service as a non-employee director, and, as a non-employee director, is entitled to receive an annual cash retainer of £55,000.
The information contained in the “Resignation of Derek DiRocco from Achilles Board of Directors” and “Achilles Appoints Bernhard Ehmer to Board of Directors” sections of this Current Report on Form 6-K, and the press release furnished as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
INDEX TO EXHIBITS
Number |
Description |
99.1 |
Press Release of Achilles Therapeutics plc dated May 4, 2022. |
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, thereunto duly authorized.
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ACHILLES THERAPEUTICS PLC |
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Date: May 4, 2022 |
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By: |
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/s/ Robert Coutts |
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Robert Coutts |
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Chief Financial Officer |
Exhibit 99.1
Achilles Therapeutics Appoints Bernhard Ehmer to Board of Directors
London, UK 4 May 2022 – Achilles Therapeutics plc (NASDAQ: ACHL), a clinical-stage biopharmaceutical company developing precision T cell therapies to treat solid tumors, today announced the appointment of Bernhard Ehmer, MD, to the Board as a Non-Executive Director. Bernhard joins Achilles with a strong track record in international R&D, regulatory and commercial activities.
Bernhard is a veteran biotechnology and pharmaceutical executive with more than three decades in senior leadership roles. He most recently served as CEO of Biotest AG in Germany and also served as chairman of the board of directors at Symphogen A/S, Denmark until its acquisition by Servier SA in June 2020. Prior to this, he worked for ImClone Systems, a wholly owned subsidiary of Eli Lilly, as President of ImClone Systems Inc. in the United States and as managing director in Germany. Before this he was CEO of Fresenius Biotech, where he was instrumental in the EU approval of Removab®, a treatment for malignant ascites.
“I am delighted to join the Achilles Board of Directors at this exciting stage for the Company,” commented Dr Ehmer. “With a novel, precision T cell therapy platform, a powerful bioinformatics capability and a strong balance sheet, the Company is well positioned to advance its pipeline of potential treatments for cancer patients.”
Achilles also announced today that Derek DiRocco of RA Capital Management has resigned from the Board of Directors effective May 3, 2022.
“Bernhard brings substantial experience across many important functions, and we are very happy to welcome him to our Board. As our clinical data mature and our global footprint expands, Bernhard’s international R&D, regulatory and commercial expertise will be an important asset,” said Edwin Moses, Chairman of the Board at Achilles Therapeutics. “On behalf of the Company and the entire Board, I want to thank Derek for his tremendous support of Achilles over the last couple of years. He and his colleagues at RA Capital have been a very valuable source of high-quality advice and guidance, and we look forward to continued interactions with them in the future as one of our important shareholders.”
About Achilles Therapeutics
Achilles is a clinical-stage biopharmaceutical company developing precision T cell therapies targeting clonal neoantigens: protein markers unique to the individual that are expressed on the surface of every cancer cell. The Company has two ongoing Phase I/IIa trials, the CHIRON trial in patients with advanced non-small cell lung cancer (NSCLC) and the THETIS trial in patients
with recurrent or metastatic melanoma. Achilles uses DNA sequencing data from each patient, together with its proprietary PELEUS™ bioinformatics platform, to identify clonal neoantigens specific to that patient, and then develop precision T cell-based product candidates specifically targeting those clonal neoantigens.
Forward-Looking Statements
This press release contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Investors:
Achilles Therapeutics
Lee M. Stern, VP, IR & External Communications
l.stern@achillestx.com
LifeSci Advisors
John Mullaly
jmullaly@lifesciadvisors.com
Media:
Consilium Strategic Communications
Mary-Jane Elliott, Sukaina Virji, Melissa Gardiner
+44 (0) 203 709 5000
achillestx@consilium-comms.com