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): September 28, 2016
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 September 28, 2016, the Board of Directors (the “Board”) of Inotek Pharmaceuticals Corporation (the “Company”) appointed Timothy J. Barberich to the Board. Mr. Barberich will serve as a Class III director of the Company, to hold office until the date of the annual meeting of stockholders next following the year ending December 31, 2016, or until his earlier death, resignation or removal. The Board has determined that Mr. Barberich 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.
Mr. Barberich, age 68, has served as a member of the Board of Directors at GI Dynamics, Inc. since 2011, Verastem, Inc. since 2014, Tokai Pharmaceuticals Inc. since 2009, Neurovance, Inc. since 2010, MirImmune, Inc. since 2015, Frequency Therapeutics, Inc. since 2016 and BioNevia LLC since 2008. Mr. Barberich served as Chief Executive Officer of Sepracor Inc. from 1984 to 2007 and as Chairman of its Board from 1994 to 2009. Prior to working for Sepracor Inc., Mr. Barberich held positions at Millipore Corporation and American Cyanamid Company. Mr. Barberich received his Bachelor of Science degree in Chemistry from King’s College.
Upon his election to the Board, Mr. Barberich was granted an option to purchase 24,000 shares of the Company’s common stock at an exercise price of $9.49 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 Mr. Barberich’s continued service on the Board.
As a non-employee director, Mr. Barberich will receive compensation in the same manner as the Company’s other non-employee directors. Additionally, in connection with Mr. Barberich’s appointment to the Board, the Company and Mr. Barberich 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 (File No. 333-199859) filed with the SEC.
In connection with his election to the Board, Mr. Barberich was also appointed as the Chairperson of the Board’s Compensation Committee. The Board has determined that Mr. Barberich satisfies all applicable requirements to serve on such committee.
There are no arrangements or understandings between Mr. Barberich and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Mr. Barberich 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 Mr. Barberich and the Company.
A copy of the press release announcing Mr. Barberich’s appointment is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated September 29, 2016 | |
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: September 29, 2016 | INOTEK PHARMACEUTICALS CORPORATION | |||||
| By: | /s/ Dale Ritter | |||||
| Dale Ritter | ||||||
| Vice President — Finance | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated September 29, 2016 | |
Exhibit 99.1
Inotek Pharmaceuticals Appoints Timothy Barberich to Board of Directors
Lexington, MA — September 29, 2016 — 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 Timothy Barberich has been appointed to its Board of Directors. Mr. Barberich will serve as head of the Compensation Committee.
Mr. Barberich founded Sepracor Inc. (NASDAQ: SEPR), a publicly-traded, research-based pharmaceutical company, and served as Chairman and Chief Executive Officer for over 20 years. Under his leadership, Sepracor commercialized and partnered several products, including Allegra®, Brovana®, Clarinex®, Lunesta® and Xopenex®. Before founding Sepracor, Mr. Barberich was a senior executive at Millipore Corporation. Mr. Barberich holds a BS degree in chemistry from King’s College.
“I’m truly delighted to welcome Tim to Inotek’s board. Tim’s extensive experience leading biotech companies from early stage research to product approvals and commercialization, as well as my longstanding working relationship with him, make him an ideal addition,” said David P. Southwell, President and Chief Executive Officer. “We are fortunate to have Tim join us, especially during this important phase of Inotek’s development.”
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 is designed to restore the eye’s natural pressure control mechanism. 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. The inclusion of our website address here and elsewhere in this press release does not include or incorporate by reference the information on our website into this press release.
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. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee such outcomes. 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, PhD, 781-552-4305
Vice President, Strategy and IRO
IR@inotekpharma.com
Investor Contact:
MacDougall Biomedical Communications
Chris Erdman, 781-235-3060
cerdman@macbiocom.com
Media Contact:
MacDougall Biomedical Communications
Karen Sharma, 781-235-3060
ksharma@macbiocom.com