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): ~~January~~February 3020, 2024

Bellicum Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36783		20-1450200
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3730 Kirby Drive, Ste. 1200, Houston, TX 77098

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 281-454-3424

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

AsOn ~~previously~~February ~~disclosed in the Current Report on Form 8-K filed on January 24~~21, 2024, by Bellicum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), oncompleted ~~January 24, 2024,~~ the ~~Company~~sale ~~convened a special meeting~~ of ~~stockholders,~~certain ~~which~~assets ~~was subsequently adjourned~~ (the “~~Special Meeting”), for the purpose of approving (i) the~~ Asset Purchase Agreement, dated November 21, 2023 (such agreement, as amended on December 8, 2023 pursuant to that certain Amendment No. 1 to Asset Purchase Agreement and as it may be further amended, modified or supplemented from time to time, the “Asset Purchase AgreementSale”), by and among the Company and The University of Texas M. D. Anderson Cancer Center, an institution of higher education and an agency of the State of Texas (“MDACC”), which provides for the sale to MDACC of certain assets, including all rights to each program of research and development related to (a) CaspaCIDe (inducible caspase-9), the Rimiducid-inducible safety switch designed to abrogate high-grade adverse events associated with genetically-modified cell therapies, (b) inducible MyD88/CD40 (iMC), the Rimiducid-inducible activation switch designed to enhance effector cell proliferation and persistence and to resist exhaustion and inhibitory signals, (c) dual-switch GoCAR-T, incorporating both iMC and a modified rapalog-inducible caspase-9 safety switch, and (d) Rimiducid (the “~~Asset~~Transferred ~~Sale~~Assets”), ~~and~~to ~~may~~The beUniversity ~~deemed~~of ~~under~~Texas ~~Delaware~~M. ~~law~~D. toAnderson beCancer aCenter, ~~sale~~an ofinstitution ~~substantially all~~ of ~~our~~higher ~~assets,~~education and ~~the~~an ~~consummation~~agency of the ~~other~~State ~~transactions~~of ~~contemplated~~Texas by(“MDACC”), pursuant ~~the~~to ~~Asset Purchase Agreement (~~the ~~“Asset~~terms ~~Sale~~of ~~Proposal”)~~that ~~and~~certain ~~(ii)~~asset ~~subject~~purchase toagreement, ~~approval~~dated as of ~~the~~November ~~Asset Sale Proposal~~21, ~~the~~2023 ~~liquidation~~(such ~~and~~agreement, ~~dissolution~~as ofamended ~~the~~on ~~Company~~December in8, ~~accordance~~2023 ~~with~~pursuant ~~Section~~to ~~275~~that ofcertain ~~the~~Amendment ~~Delaware~~No. ~~General~~1 ~~Corporation~~to ~~Law~~Asset ~~(the~~Purchase ~~“Dissolution”)~~Agreement and ~~pursuant~~as toit ~~the Plan~~may ofbe ~~Dissolution~~further ~~attached~~amended, tomodified ~~the~~or ~~Information~~supplemented ~~Statement~~from ~~(as~~time ~~defined~~to ~~herein)~~time, (the “~~Plan~~Asset ofPurchase ~~Dissolution~~Agreement”), ~~(the~~by ~~“Dissolution~~and ~~Proposal”).~~between ~~There~~the ~~were~~Company ~~4,132,740~~and ~~shares~~MDACC ofand ~~common~~previously ~~stock~~reported ofin the ~~Company~~Current ~~present~~Report oron ~~represented~~Form by8-K ~~proxy~~filed atwith the ~~Special~~Securities ~~Meeting,~~and Exchange ~~which~~Commission ~~did~~(“SEC”) ~~not~~by ~~constitute~~the aCompany ~~quorum~~on ~~under~~November ~~the~~22, ~~Company bylaws~~2023.

~~Accordingly,~~Pursuant to the ~~Special~~Asset ~~Meeting~~Purchase ~~was~~Agreement, ~~adjourned~~MDACC ~~without~~has ~~any~~acquired ~~business~~the ~~being~~Transferred ~~conducted~~Assets inand ~~order~~assumed tocertain ~~allow~~liabilities ~~time~~for ~~to achieve~~ a ~~quorum~~purchase ~~and~~price toin ~~allow~~an ~~the~~aggregate ~~Company’s~~amount ~~stockholders~~equal ~~additional time~~ to ~~vote~~$8.1 onmillion ~~the~~in ~~Asset Sale Proposal and Dissolution Proposal~~cash.

The ~~Special~~description ~~Meeting~~of ~~is scheduled to reconvene virtually on Wednesday, February 20, 2024, at 8 a.m., Pacific Time (~~the ~~“Reconvened Special Meeting”) for Company stockholders to vote on the~~ Asset ~~Sale~~Purchase ~~Proposal~~Agreement ~~and~~contained ~~Dissolution~~in ~~Proposal.~~this ~~The~~Current ~~close~~Report ~~of business~~ on ~~January~~Form ~~29,~~8-K ~~2024,~~ is ~~the~~not ~~new~~complete ~~record~~and ~~date~~is ~~for~~qualified ~~the~~in ~~determination~~its ofentirety ~~stockholders~~by ofreference ~~the Company entitled~~ to ~~vote at~~ the ~~Reconvened~~Asset ~~Special~~Purchase ~~Meeting.~~Agreement ~~Record stockholders~~filed ofas ~~the~~Exhibit ~~Company~~2.1 ~~who have previously submitted their proxy or otherwise voted do not need~~ to ~~take any action. Stockholders who hold their shares in “street name” and submitted a voting instruction form for~~ the ~~Special~~Current ~~Meeting~~Report ~~are~~on ~~encouraged~~Form to8-K ~~reach~~filed ~~out~~on toNovember ~~their bank~~22, ~~broker~~2023 orand ~~other~~is ~~nominee~~incorporated toherein ~~determine whether they are required to submit another voting instruction form in order to vote at the Reconvened Special Meeting. No changes have been made in the proposals to be voted on~~ by ~~stockholders at the Reconvened Special Meeting~~reference.

~~During~~Item ~~the adjournment period, the Company will continue to solicit votes from its stockholders with respect to the Asset Sale Proposal and the Dissolution Proposal~~5.07 ~~The~~Submission ~~Company~~of ~~encourages~~Matters ~~all stockholders who have not yet voted~~ to doa soVote ~~promptly. As~~ of ~~January~~Security ~~29, 2024, the Company had 11,833,280 shares of common stock issued and outstanding~~Holders.

AAs ~~copy~~previously ofreported in the ~~notice~~Current ofReport on Form 8-K filed with the ~~reconvened~~SEC by the Company on January 24, 2024, the Company convened a special meeting of stockholders ison ~~attached~~January ~~hereto~~24, as2024 ~~Exhibit~~(the 99“Special Meeting”).1 ~~and~~At isthat ~~incorporated~~time, ~~herein~~there were not present, or represented by ~~reference~~proxy, a sufficient number of the Company’s voting shares to constitute the required quorum. As a result, the Company adjourned the Special Meeting, which was reconvened virtually on Wednesday, February 20, 2024, at 8 a.m., Pacific Time (the “Reconvened Special Meeting”) for Company stockholders to vote on the proposals identified in the Company’s information statement relating to the Special Meeting (the “Information Statement”) furnished with the Current Report on Form 8-K filed with the SEC by the Company on December 14, 2024.

~~The~~As ~~Company~~of ~~encourages~~January ~~all~~29, 2024, the record date of ~~its~~the ~~stockholders~~Reconvened toSpecial ~~read~~Meeting, the Company’s ~~information~~had ~~statement~~outstanding ~~relating~~and entitled to vote at the Reconvened Special Meeting 11,901,026 shares of common stock (“Common Stock”), and one share of Series A junior preferred stock (the “~~Information~~Super ~~Statement~~Voting Stock”). ~~furnished~~Such ~~with~~Super Voting Stock entitles the ~~Current~~holder ~~Report~~thereof onto ~~Form~~cast ~~8-K~~11,901,026 ~~filed~~votes. onAt ~~December~~the 14Reconvened Special Meeting, 15,626,551 ~~2023~~votes, byin the aggregate, of Company capital stock were present or represented by proxy and, ~~which~~therefore, isa ~~available~~quorum ~~free~~was ofpresent. ~~charge~~The onfinal voting results for the ~~SEC~~Asset ~~website~~Sale atProposal ~~www~~(as defined below) and Dissolution Proposal (as defined below) are set forth below.~~sec.gov.~~

~~Cautionary~~Proposal ~~Note~~1. ~~Regarding~~Approval ~~Forward-Looking~~of ~~Statements~~the Asset Purchase Agreement and Asset Sale

~~This~~The ~~Current~~Company’s ~~Report~~stockholders onapproved ~~Form~~the ~~8-K~~proposal ~~contains~~to ~~“forward-looking~~adopt ~~statements”~~and ~~which~~approve ~~include~~the Asset Purchase Agreement, ~~but~~providing ~~are~~for ~~not~~the ~~limited~~Asset toSale, ~~all~~which ~~statements~~may ~~that~~be dodeemed ~~not~~under ~~relate~~Delaware ~~solely~~law to ~~historical~~be ora ~~current~~sale ~~facts,~~of ~~such~~substantially asall ~~statements~~of ~~regarding~~ the Company’s ~~expectations~~assets, ~~intentions~~and ~~or strategies regarding~~ the ~~future,~~consummation ~~the timing and outcome~~ of the ~~Reconvened~~other ~~Special~~transactions ~~Meeting,~~contemplated ~~and~~by the ~~completion~~Asset orPurchase ~~effects~~Agreement of (the “Asset Sale ~~and the Dissolution. In some cases, these statements include words like: “may,~~Proposal” ~~“might,”~~or “~~will,”~~Proposal ~~“could,~~1”). ~~“would,”~~The ~~“should,”~~final ~~“expect,”~~voting results ~~“intend,”~~are ~~“plan,”~~as ~~“objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or~~follows:

other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the Company obtaining the requisite stockholder vote to approve the Asset Sale and the Dissolution, the ability of the parties to consummate the Asset Sale, satisfaction of closing conditions precedent to the consummation of the Asset Sale, potential delays in consummating the Asset Sale, the ability of the Company to timely execute the Dissolution, the execution costs to the Company of the Asset Sale and the Dissolution, the extent of other liabilities that the Company will be required to satisfy or reserve for in connection with the Dissolution, the impact of these costs and other liabilities on the cash, property and other assets available for distribution to the stockholders in the Dissolution, and the amount of cash (if any) that will be distributed to the stockholders in connection with the Asset Sale and the Dissolution. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov. The forward-looking are made only as of the date thereof, respectively. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Votes For		Votes Against		Abstentions		Broker Non-Votes
14,372,239		1,243,426		10,885		—

Proposal 2. Approval of the Dissolution Proposal

The Company’s stockholders approved the proposal to approve, subject to approval of Proposal 1, the liquidation and dissolution of the Company in accordance with Section 275 of the Delaware General Corporation Law (the

“Dissolution”) and pursuant to a Plan of Dissolution (as defined in the Information Statement) which authorized the Company to liquidate and dissolve in accordance with the Plan of Dissolution (the “Dissolution Proposal” or “Proposal 2”). The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
14,317,520		1,302,337		6,694		—

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future and the effects of the Asset Sale and the Dissolution. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the Company to timely execute the Dissolution, the execution costs to the Company of the Asset Sale and the Dissolution, the extent of other liabilities that the Company will be required to satisfy or reserve for in connection with the Dissolution, the impact of these costs and other liabilities on the cash, property and other assets available for distribution to the stockholders in the Dissolution, and the amount of cash (if any) that will be distributed to the stockholders in connection with the Asset Sale and the Dissolution. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov. The forward-looking statements in this Current Report on Form 8-K are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Description of Exhibits
99.1		Notice of Special Meeting of Stockholders to be Reconvened on February 20, 2024, dated January 29, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	~~Bellicum Pharmaceuticals, Inc.~~		Bellicum Pharmaceuticals, Inc.
Dated: January 30, 2024	By:	/s/ Richard A. Fair
Dated: February 21, 2024			By:	/s/ Richard A. Fair
		~~Richard A. Fair~~		Richard A. Fair
		~~Principal Executive and Financial Officer~~		Principal Executive and Financial Officer

Filing Compare · BELLICUM PHARMACEUTICALS, INC