Osiris Therapeutics, Inc.
OSIRIS THERAPEUTICS, INC. (Form: 8-K, Received: 02/10/2017 17:02:27)











Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 7, 2017




(Exact name of Registrant as specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


7015 Albert Einstein Drive, Columbia, Maryland



(Address of principal executive offices)


(Zip Code)



Registrant’s telephone number, including area code: (443) 545-1800



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 ( see General Instruction A.2. below):


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))





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


Appointment of Independent Directors


On February 7, 2017, the Board appointed Messrs. Uwe Sommer and Thomas J. Knapp as independent directors. Messrs. Sommer and Knapp will stand for re-election at the 2017 Annual Meeting of Stockholders.  Mr. Sommer and Mr. Knapp have been appointed to serve as members of the Nominating Committee and the Compensation Committee.  Each of Mr. Sommer and Mr. Knapp will be entitled to receive the compensation received by Board members under the Company’s standard compensation policy and practices.


There is no arrangement or understanding between either Mr. Sommer or Mr. Knapp and any other person pursuant to which either was selected as a director. Neither Mr. Sommer nor Mr. Knapp has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


A copy of the press release issued by the Company to announce the appointment Mr. Sommer and Mr. Knapp to the Board is included as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01                                            Financial Statements and Exhibits.


(d) Exhibits


See Exhibit Index attached hereto.






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.














Gregory I. Law



Chief Financial Officer


Date: February 10, 2017


Exhibit Index


Exhibit No.








Press release, dated February 10, 2017



Exhibit 99.1




Osiris Appoints Uwe Sommer and Thomas Knapp to its Board of Directors


COLUMBIA, Md. — February 10, 2017 - Osiris Therapeutics, Inc. (NASDAQ: OSIR) is pleased to announce that its Board of Directors, at a Board Meeting on February 7 th , 2017, confirmed the appointment of Messrs. Uwe Sommer and Thomas J. Knapp as directors, upon recommendation of the Nominating Committee, and each will stand for election at the Company’s 2017 Stockholders Meeting.  Mr. Sommer and Mr. Knapp each join Osiris as independent Board members.


“We are pleased to have Mr. Sommer and Mr. Knapp join Osiris at this important time,” said Peter Friedli, Chairman of the Board. “Both gentlemen have extensive and diverse business experience, and their contributions will be greatly appreciated.”


Mr. Sommer is a highly experienced leader in global marketing and sales, managing distribution in markets including Europe, Japan, the Middle East, Africa, and the United States.  Mr. Sommer has held executive roles with Johnson & Johnson, Lindt & Sprüngli, Mars, Inc., and Procter & Gamble.  Mr. Sommer has degrees in Economics from University Kiel (Germany) and Marketing and Economics from Penn State University.


Mr. Knapp has over 25 years of corporate and large legal firm experience with regulated industries, with experience including Federal and State regulatory matters, Federal government affairs, risk management, compliance, litigation, complex commercial transactions, and corporate governance.  Mr. Knapp is presently Interim General Counsel and Corporate Secretary with Galena Biopharma, Inc., prior to which his experience includes serving as EVP, Chief Legal Officer, and Corporate Secretary of Sucampo Pharmaceuticals, Inc., as Vice President, General Counsel and Corporate Secretary at NorthWestern Corporation, and in senior in-house attorney positions at The Boeing Company and The Burlington Northern & Santa Fe Railway Company.


About Osiris Therapeutics


Osiris Therapeutics, Inc., based in Columbia, Maryland, is a leader in researching, developing and marketing cellular regenerative medicine products that improve the health and lives of patients and lower overall healthcare costs.  Having developed the world’s first approved stem cell drug, Osiris works to further advance the medical field.  Osiris’ research and development in biotechnology focuses on innovation in regenerative medicine — including bioengineering, stem cell research and viable tissue based products.  Osiris has achieved commercial success with products in orthopaedics, sports medicine and wound care, including BIO , a viable bone matrix, Cartiform ® , a viable osteochondral allograft, Grafix ® , a cryopreserved placental membrane, and Stravix ® , a durable placental allograft.  Osiris, Grafix, Cartiform, and Stravix are trademarks of Osiris Therapeutics, Inc.  BIO 4  is a registered trademark of Howmedica Osteonics Corp.  More information can be found on the company’s website, www.osiris.com. (OSIR-G)


For additional information, please contact:


Diane Savoie

Osiris Therapeutics, Inc.

(443) 545-1839



7015 Albert Einstein Drive  ·   Columbia, Maryland  21046  · Ph 443.545.1800  ·   Fax 443.545.1701  ·   www.Osiris.com