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): October 13, 2015
Inotek Pharmaceuticals Corporation
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-36829 | 04-3475813 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 91 Hartwell Avenue Lexington, MA |
02421 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (781) 676-2100
Not Applicable
(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:
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(d) Election of a New Director
On October 13, 2015, the Board of Directors (the “Board”) of Inotek Pharmaceuticals Corporation (the “Company”) appointed Gary M. Phillips, MD, MBA, to the Board. Dr. Phillips will serve as a Class II director of the Company, to hold office until the date of the annual meeting of stockholders next following the year ending December 31, 2015, or until his earlier death, resignation or removal. The Board has determined that Dr. Phillips satisfies the definition of “independent” director, including without limitation the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act of 1934, as amended (collectively, “Applicable Requirements”).
Dr. Phillips, age 49, has served as Senior Vice President & Chief Strategy Officer at Mallinckrodt Pharmaceuticals from October 2013 through today. From August 2014 to January 2015, he was Senior Vice President & President of Autoimmune and Rare Diseases at Mallinckrodt Pharmaceuticals. From 2012 through 2013, Dr. Phillips served as Head of Global Health & Healthcare Industries at the World Economic Forum. From 2011 until 2012, he served as President of Reckitt Benckiser Pharmaceuticals, Inc. From 2008 to 2011, Dr. Phillips was Vice President, Portfolio Management, Innovation & Business Intelligence at Merck Serona SA. Prior to working at Merck Serono SA, he held positions at Bausch & Lomb, Inc., Novartis Pharma AG, Wyeth-Ayerst Pharmaceuticals, Towers Perrin, United States Navy, and Gensia Pharmaceuticals, Inc. Dr. Phillips received his Post-graduate Medical Education from the United States Naval Medical Center; his Doctor of Medicine from the University of Pennsylvania School of Medicine; his Master of Business Administration, Health Care Management, from The Wharton School, University of Pennsylvania; and his Bachelor of Arts from the University of Pennsylvania, School of Arts and Sciences. He currently serves on the boards of Envisia Therapeutics, Aldeyra Therapeutics (NASDAQ: ALDX), Rheon Medical SA, Locust Walk Partners Advisory Board, University of Pennsylvania Chemistry Scientific Advisory Board, and the Penn Medical Alumni Advisory Council.
Upon his election to the Board, Dr. Phillips was granted an option to purchase 24,000 shares of the Company’s Common Stock at an exercise price of $9.50 per share, which is equal to the fair market value of the Company’s Common Stock on the date of grant (the “Vesting Commencement Date”). Twenty-five percent of the shares shall vest on the one year anniversary of the Vesting Commencement Date and 1/36th of the remaining shares shall vest on each monthly anniversary thereafter, subject to Dr. Phillips’ continued service on the Board.
As a non-employee director, Dr. Phillips will receive compensation in the same manner as the Company’s other non-employee directors. Additionally, in connection with Dr. Phillips’ appointment to the Board, the Company and Dr. Phillips will enter into an indemnification agreement in substantially the same form that the Company has entered into with each of the Company’s existing directors. The form of such indemnification agreement was previously filed by the Company as an exhibit to its Registration Statement on Form S-1 filed with the SEC.
There are no arrangements or understandings between Dr. Phillips and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Dr. Phillips and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Dr. Phillips and the Company.
A copy of the press release announcing Dr. Phillips’ appointment is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 13, 2015 | |
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.
| Date: October 13, 2015 | INOTEK PHARMACEUTICALS CORPORATION | |||||
| By: | /s/ Dale Ritter | |||||
| Dale Ritter | ||||||
| Vice President—Finance | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 13, 2015 | |
Exhibit 99.1
Inotek Pharmaceuticals Appoints Gary M. Phillips, MD, MBA, to Board of Directors
-Pharmaceutical Industry Veteran with Ophthalmology Leadership Experience-
Lexington, MA — October 13, 2015 — Inotek Pharmaceuticals Corporation (NASDAQ: ITEK) (the “Company” or “Inotek”), a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for ocular diseases, today announced that Gary M. Phillips, MD, MBA, has been appointed to its Board of Directors. Dr. Phillips currently serves as Senior Vice President and Chief Strategy Officer at Mallinckrodt Pharmaceuticals.
“Dr. Gary Phillips is a recognized member of the global public health community and a leader in the pharmaceutical industry with expertise in ophthalmology,” commented David P. Southwell, President and Chief Executive Officer. “Gary brings extensive experience in global strategy, business development and licensing, commercial operations and clinical medicine. On behalf of the Inotek Board of Directors, I welcome Gary and look forward to his contributions as we move forward and continue to grow as a company.”
Prior to his role at Mallinckrodt, Dr. Phillips had served as head of Global Health and Healthcare Industries for the World Economic Forum in Geneva, Switzerland from January 2012 to September 2013. Prior to that, Dr. Phillips served as President of Reckitt Benckiser Pharmaceuticals, Inc. from 2011 to 2012; as Vice President, Portfolio Management, Innovation & Business Intelligence at Merck Serono from 2008 to 2011; and as President of U.S. Surgical and Pharmaceuticals at Bausch & Lomb from 2007 to 2008. Dr. Phillips has also held positions of leadership at Novartis Pharmaceuticals, Wyeth-Ayerst Pharmaceuticals and Gensia Pharmaceuticals.
“I am pleased to join the Inotek team at this exciting time as trabodenoson enters into pivotal Phase 3 studies,” commented Dr. Phillips. “Inotek has created the opportunity to provide meaningful improvement in treatment for patients suffering from glaucoma. I look forward to working in collaboration with the dedicated Inotek management team and my fellow directors to help achieve the Company’s strategic vision.”
About Inotek Pharmaceuticals Corporation
Inotek Pharmaceuticals is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for glaucoma and other eye diseases. The Company’s lead product candidate, trabodenoson, is a first-in-class selective adenosine mimetic currently in Phase 3 development. Trabodenoson was developed in Inotek’s laboratories and designed to restore the eye’s natural pressure control mechanism. The development of trabodenoson monotherapy delivered in a once-daily eye drop formulation will be followed by a fixed-dose combination of trabodenoson with latanoprost. Additionally, the Company is evaluating the potential for selective adenosine mimetics to address optic neuropathies and other degenerative retinal diseases.
For more information, please visit www.inotekpharma.com
Forward-Looking Statements
This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Inotek Contact:
Claudine Prowse, Ph.D.
Vice President, Strategy and Investor Relations Officer
cprowse@inotekpharma.com
781.552.4305
Media Contact:
Karen Sharma
MacDougall Biomedical Communications
781.235.3060