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): April 11, 2018

Oncobiologics, Inc.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (609) 619-3990

________________________________________________________________________________
(Former name or former address, if changed since last report)

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:

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 x

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. x

Resignations of Scott Canute and Claudio Albrecht

On April 11, 2018, Scott Canute, a Class III director of the Board of Directors (the “Board”) of Oncobiologics, Inc. (the “Company”), Chairman of the Board’s Compensation Committee and a member of the Board’s Nominating and Corporate Governance Committee, notified the Company of his decision to resign from his position as director of the Company and all Board committees upon which he served, effective April 13, 2018. In addition, on April 12, 2018, Claudio Albrecht, a Class I director of the Board of the Company and a member of the Board’s Nominating and Corporate Governance Committee, notified the Company of his decision to resign from his position as director of the Company and all Board committees upon which he served with immediate effect. Neither Mr. Canute’s nor Mr. Albrecht’s resignations were due to any disagreement with the Board or the Company.

Appointment of Ralph H. “Randy” Thurman and Reappointment of Yezan Haddadin

Accordingly, on the recommendation of the sole remaining member of the Nominating and Governance Committee, on April 12, 2018, the Board appointed Ralph H. “Randy” Thurman to serve as a Class III director to serve the remainder of Mr. Canute’s term, e.g., until the Company’s 2019 Annual Meeting of Stockholders, and reappointed Yezan Haddadin to serve as a Class I director for the remainder of Mr. Albrecht’s term, e.g., until the Company’s 2020 Annual Meeting of Stockholders, in each case until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Such appointments were effective as of April 13, 2018. The Board also appointed Mr. Thurman to fill Mr. Canute’s roles as member of the Board’s Nominating and Corporate Governance Committee and as Chairman of the Compensation Committee, and Mr. Haddadin to fill Mr. Albrecht’s role as a member of the Board’s Nominating and Corporate Governance Committee.

Mr. Haddadin was renominated to fill the vacancy, and reappointed to the vacancy created by Mr. Albrecht’s departure, pursuant to that certain Investor Rights Agreement dated as of September 11, 2017, by and between the Company and GMS Tenshi Holdings Pte. Limited (“GMS Tenshi”), pursuant to which GMS Tenshi has certain contractual rights to appoint directors based on its percentage ownership of the Company’s outstanding common stock on a fully diluted as-converted basis, as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 11, 2017.

There are no family relationships among Mr. Thurman, Mr. Haddadin, and any director or executive officer of the Company.

Mr. Thurman will be compensated pursuant to the Company’s non-employee director compensation policy (the “Policy”), as adopted in January 2016. Under the Policy, Mr. Thurman will receive an annual retainer of $35,000 for his service as a director, $10,000 for his service as Chairman of the Compensation Committee, $5,000 for his service as a member of the Board’s Compensation Committee, and $4,000 for his service as a member of the Board’s Nominating and Corporate Governance Committee, payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, pro-rated based on the days served in the applicable fiscal quarter. In addition, pursuant to the Policy, on April 13, 2018, Mr. Thurman was granted a stock option to purchase 25,000 shares of the Company’s common stock, which vests 33.33% on the first, second and third anniversaries of the grant date, such that 100% of the shares underlying the option shall be vested in full on the three-year anniversary of the grant date, subject to his providing continued services through such date. Mr. Haddadin waived all compensation under the Policy. The Company also entered into its standard form of indemnity agreement with each of Mr. Thurman and Mr. Haddadin, which agreement is filed as Exhibit 10.12 to the Company’s registration statement on Form S-1 (File No. 333-209011) filed with the SEC on January 15, 2016.

On April 17, 2018, the Company issued a press release announcing the resignations of Mr. Canute and Mr. Albrecht and the appointments of Mr. Thurman and Mr. Haddadin, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

SIGNATURE 

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.