Item 2.02 Results of Operations and Financial Condition.
bluebird bio, Inc. (the "Company" or "bluebird") intends to share with investors
the amount of cash, cash equivalents and marketable securities it had on hand as
of December 31, 2020. Although the Company has not finalized its financial
results for the twelve months ended December 31, 2020, the Company currently
anticipates that its cash, cash equivalents and marketable securities were
approximately $1.3 billion as of December 31, 2020. This information is
unaudited and does not present all information necessary for an understanding of
the Company's financial condition as of December 31, 2020 and its results of
operations for the twelve months ended December 31, 2020. The Company expects to
announce its full results for the twelve months ended December 31, 2020 on or
before March 1, 2021.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2021, the board of directors (the "Board") of the Company upon the
recommendation of the Board's Nominating and Corporate Governance Committee,
appointed Ramy Ibrahim, M.D. as a director of the Company's Board, effective
January 7, 2021. Dr. Ibrahim will serve as a Class I director, to serve until
the Company's annual meeting of stockholders in 2023. Dr. Ibrahim was also
appointed to serve on the Nominating and Corporate Governance Committee of the
Board.
Dr. Ibrahim is a recognized leader in clinical development in immunotherapy and
cell therapy. He is currently serving as a consultant for the Parker Institute
for Cancer Immunotherapy (PICI) where he was recently the Chief Medical Officer
and built the clinical capabilities within the institute as well as worked with
renowned cell therapy experts to support building world class cell therapy
startups. Before joining PICI, Dr. Ibrahim was the vice president and Global
Therapeutic area head for Immuno-Oncology clinical development for
AstraZeneca/MedImmune, leading the global clinical team developing multiple
immunotherapies. In addition, as a member of the Bristol-Myers Squibb
Immuno-oncology program, he served on the Yervoy (ipilimumab) clinical team
supporting the program from early phase II through multiple global launches of
the first FDA-approved immune checkpoint inhibitor. In addition to his
engagement with investment firms, Dr. Ibrahim also serves on the Scientific
Advisory Board of Harpoon and on the Board of Directors for Surface Oncology.
In connection with this appointment, on January 7, 2021 the Company granted Dr.
Ibrahim a stock option to purchase 4,500 shares of the Company's common stock,
par value $0.01 per share ("Common Stock"), at a purchase price equal to the
closing price per share of the Common Stock on the NASDAQ Global Select Market
on January 7, 2021, and restricted stock units for 2,250 shares of Common Stock.
The stock options and restricted stock units vest ratably over three years in
annual installments.
There are no arrangements or understandings between Dr. Ibrahim and any other
persons pursuant to which he was selected as a director, and Dr. Ibrahim has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
On January 9, 2021, David P. Schenkein, M.D. notified the Company of his
resignation as a Class III director from the Company's Board and Nominating and
Corporate Governance Committee of the Board effectively immediately. Dr.
Schenkein's resignation was not caused by any disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
In addition, on January 11, 2021, bluebird announced certain planned future
changes in the composition of its board of directors and management in
connection with, and contingent upon successful completion of its announced
intent to separate its core severe genetic disease and its oncology businesses
into two independent, publicly-traded companies (bluebird and Oncology Newco,
respectively). Effective upon the separation, which is expected to be completed
by the end of 2021: Nick Leschly would become chief executive officer of
Oncology Newco and executive chair of the board of directors of bluebird, and
step down from his position as chief executive officer of bluebird; Daniel Lynch
would become chair of the board of directors of Oncology Newco, and step down
from his position as chair of the board of directors of bluebird; and Andrew
Obenshain, 47, would become chief executive officer of bluebird. Mr. Obenshain
joined bluebird in 2016 as its senior vice president, Head of Europe, and since
then has served in roles of increasing responsibility and currently as president
of bluebird's severe genetic disease business. Prior to joining bluebird, Mr.
Obenshain was the General Manager of France and Benelux at Shire in Paris,
France, overseeing a portfolio including seven rare disease products.
The Company plans to announce, at a later date, additional management team
members and members of the board of directors for each of bluebird and Oncology
Newco to be effective upon the separation.
This Current Report on Form 8-K contains forward-looking statements. Investors
are cautioned not to place undue reliance on these forward-looking statements,
including statements about the planned separation, the timing of the separation,
and leadership of each of bluebird and Oncology Newco. Each forward-looking
statement is subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in such statement.
Applicable risks and uncertainties include those related to the possibility that
we may not complete the separation on the terms or timeline currently
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contemplated if at all, achieve the expected benefits of a separation, and that
a separation could harm our business, results of operations and financial
condition; the risk that the transaction might not be tax-free; the risk that we
may be unable to make, on a timely or cost-effective basis, the changes
necessary to operate as independent companies; Oncology Newco's lack of
independent operating history and the risk that its accounting and other
management systems may not be prepared to meet the financial reporting and other
requirements of operating as an independent public company; the risk that
dedicated financial and/or strategic funding sources may not be available on
favorable terms; the risk that a separation or announcement thereof may
adversely impact our ability to attract or retain key personnel; the risk that a
separation may adversely impact the effectiveness of development and
commercialization efforts by us and our partners; the risk of possible
disruption to our businesses as a result of the announcement or pendency of the
separation; and the risks listed under the heading "Risk Factors" and elsewhere
in bluebird's Quarterly Report on Form 10-Q for the quarter ended September 30,
2020, and in bluebird's subsequent SEC filings. These forward-looking statements
(except as otherwise noted) speak only as of the date of this Current Report on
Form 8-K, and bluebird undertakes no obligation to update these forward-looking
statements.
Item 7.01 Regulation FD Disclosure.
On January 11, 2021, bluebird conducted an investor webcast announcing its
intent to separate its core severe genetic disease and oncology businesses into
independent publicly-traded companies. A copy of the presentation is being
furnished as Exhibit 99.1, which is incorporated herein by reference.
The information in this Current Report on Form 8-K pursuant to Item 7.01 is
intended to be furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section. It may only be incorporated by
reference in another filing under the Exchange Act or the Securities Act of
1933, as amended, if such subsequent filing specifically references the
information furnished pursuant to Item 7.01 of this Current Report.
Item 8.01 Other Events.
On January 11, 2021, bluebird issued a press release announcing its intent to
separate its core severe genetic disease and oncology businesses into
independent publicly-traded companies.
The full text of bluebird's press release regarding the announcement is filed
as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Slides presented to Investors furnished by bluebird bio, Inc. on January
11, 2021 .
99.2 Press release issued by bluebird bio, Inc. on January 11, 2021.
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