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Sirna SEC Filing Provides Details on Collaboration, Move, and COO Resignation


Last week, Sirna Therapeutics filed its financial results for 2004 with the US Securities and Exchange Commission. While the company's financial performance for the year had already been broken out in mid-February (see RNAi News, 2/25/2005), the SEC filing did reveal a few new details about the company, its alliances, and, most importantly, the recent departure of its COO.

Last month, Sirna reported that COO Nassim Usman had left the company to "pursue other interests." Usman had been with Sirna since 1992 â€" when the company was known as Ribozyme Pharmaceuticals â€" starting out as a senior scientist and eventually rising to the position of CSO and vice president of research and development.

In December 2003, about eight months after the company shifted its focus away from ribozymes and onto RNA interference (and changed its name to reflect the new direction), Usman was promoted to COO and senior vice president.

In his most recent role, Usman was responsible for business development and manufacturing. He also often acted as the public face of the company through speaking engagements and corporate presentations.

Howard Robin, president and CEO of Sirna, this week declined to comment on Usman's departure from the company. But based on Sirna's most recent filing with the SEC, it seems that Usman was asked to leave.

The SEC filing notes that in conjunction with his departure, Usman is set to receive "certain severance payments in accordance with the terms and conditions of [his] employment agreement." Severance payments are typically associated with terminations of employment, rather than resignations.

An addendum to Usman's employment letter, which accompanied Sirna's annual report, notes that Usman's business development activities have been handed off to Senior Director of Corporate Strategy Rebecca Robison and to Vice President of Legal Affairs and Chief Patent Counsel Bharat Chowrira. Additionally, all speaking engagements and other presentation responsibilities will be transitioned to Barry Polisky, Sirna's newly minted CSO and senior vice president of research.

The departure of Usman comes at an inopportune time for Sirna. Last week, the company announced that CFO and senior vice president, Martin Schmieg, will resign his position with the company on April 22. Schmieg joined Sirna as CFO in August 2004 when he came on board to replace former CFO Marvin Tancer, who left in late 2003 â€" with a severance package (see RNAi News, 1/2/04).

But while both Usman and Tancer both had apparently been ousted from their positions at Sirna, Schmieg's resignation appears to have been voluntary.

Tellingly, an SEC filing from Sirna regarding Schmieg's resignation makes no mention of a severance package. Additionally, while the press releases announcing the departures of Usman and Tancer were both perfunctory â€" with Robin stating that "we greatly appreciate Dr. Usman's contributions," and "we are grateful to Marvin for his contributions," respectively â€" the company took pains to characterize Schmieg's upcoming leave as a great disappointment.

"For the past several years, I have been working away from my family and home in Philadelphia," Schmieg said in a statement. "I have decided to pursue a business opportunity closer to home."

Robin added in the statement that "we understand Martin's desire to address both personal and family priorities. While there is no question that losing Martin is a disappointment for the Company, we respect his decision. Martin has been a valuable member of our management team, and he will be missed."

Robin declined to comment in detail on Schmieg's resignation. He did note that while Sirna has already begun the search for a new CFO, the company is not currently looking for a replacement for Usman.

"Sirna's science is moving along … and the departure of [Usman and Schmieg] in no way affects our ability to bring forth great siRNA technology," he added.


As part of that effort to bring forth siRNA technology, Sirna formed a strategic alliance with biotech firm Protiva in February, the company's annual report filed with the SEC revealed.

Protiva has developed a technology termed SNALP, short for stable nucleic acid lipid particle, which it was looking to license to a partner in the RNAi field for some time. Originally developed as a way to deliver protein-encoding plasmids, the technology essentially comprises a nucleic acid encapsulated by cationic and fusogenic lipids, which are surrounded by a polyethylene glycol coating.

Protiva President and CEO Mark Murray told RNAi News in late 2003 that the company had begun combining the technology with siRNAs, and was looking to outlicense it for RNAi applications (see RNAi News, 11/7/2003). It seems Protiva's search is over.

According to the SEC filing, Sirna received exclusive rights to the SNALP delivery technology "to develop and commercialize RNAi-based therapeutics against certain undisclosed targets."

Under the terms of the deal, the filing states, Protiva will assist Sirna in the production of delivery formulations against the targets. In exchange, "Protiva was granted exclusive rights to [Sirna's] RNAi technology, including access to patents, for the development of RNAi-based therapeutics against undisclosed targets. Additionally, [Sirna] will manufacture the RNAi components used by Protiva and provide technical assistance to Protiva in the preparation and evaluation of the RNAi components."

Sirna and Protiva agreed to pay each other royalties on the sale of products incorporating the other's technology. Protiva has also received 155,763 shares of Sirna common stock, which was converted to cash, and an undisclosed cash payment. During February, shares of Sirna traded as high as $3.29 and as low as $2.51 per share. Based on an average price of $2.90, the stock portion of the deal was worth about $450,000.

Additional terms of the arrangement were not disclosed. Robin declined to specify which of Sirna's programs might benefit from the SNALP technology. However, when Murray spoke to RNAi News in 2003, he noted that the company's technology has shown promise for oncologic indications.

West Coast

Sirna's SEC filing also noted that the company expects to have moved its headquarters to San Francisco from Boulder, Colo., this month. Robin said that Chowrira and Roberto Guerciolini, senior vice president of development and chief medical officer, are already working out of the company's California office.

Robin noted that once the move has been completed, he expects to spend about a third of his time in San Francisco, with the remainder in Boulder.

- DM

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