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 11, 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 January 11, 2016, the Board of Directors (the “Board”) of Inotek Pharmaceuticals Corporation (the “Company”) appointed Carsten Boess to the Board. Mr. Boess 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 Mr. Boess 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”).
Mr. Boess, age 49, has served as Chief Business Officer at Kiniksa Pharmaceuticals since August 2015. From May, 2011 through June, 2015, he served as CFO of Synageva BioPharma Corporation (now Alexion Pharmaceuticals, Inc.). From 2009 to 2011, he was Vice President, International Operations at Insulet Corporation and from 2006 to 2009, Mr. Boess served as Chief Financial Officer at Insulet Corporation. Prior to working at Insulet Corporation, he held positions at Serono, Inc., Alexion Pharmaceuticals, Inc. and The Novo Nordisk Group. Mr. Boess received his Bachelor and Master degrees in Accounting and Finance from the University of Odense, Denmark.
Upon his election to the Board, Mr. Boess was granted an option to purchase 24,000 shares of the Company’s Common Stock at an exercise price of $8.89 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. Boess’ continued service on the Board.
As a non-employee director, Mr. Boess will receive compensation in the same manner as the Company’s other non-employee directors. Additionally, in connection with Mr. Boess’ appointment to the Board, the Company and Mr. Boess 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.
In connection with his election to the Board, Mr. Boess was also appointed to the Board’s Audit Committee. The Board has determined that Mr. Boess satisfies all applicable requirements to serve on such committee.
There are no arrangements or understandings between Mr. Boess and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Mr. Boess 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. Boess and the Company.
A copy of the press release announcing Mr. Boess’ appointment is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated January 12, 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: January 12, 2016 | INOTEK PHARMACEUTICALS CORPORATION | |||||
| By: | /s/ Dale Ritter | |||||
| Dale Ritter | ||||||
| Vice President —Finance | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated January 12, 2016 | |
Exhibit 99.1
Inotek Pharmaceuticals Appoints Carsten Boess to Board of Directors
LEXINGTON, Mass.—(BUSINESS WIRE)—January 12, 2016— Inotek Pharmaceuticals Corporation (NASDAQ: ITEK), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for ocular diseases, today announced that Carsten Boess has been appointed to its Board of Directors and the Audit Committee of Inotek’s board.
“Carsten brings a wealth of global management and finance experience to our Board,” commented David P. Southwell, President and Chief Executive Officer of Inotek. “We are particularly fortunate to have his financial and business acumen as we build Inotek’s ophthalmology franchise.”
Mr. Boess is the Chief Business Officer at Kiniksa Pharmaceuticals, a privately held biotechnology company. He previously served as Senior Vice President and Chief Financial Officer at Synageva Biopharma Corporation from 2011 until the company’s acquisition by Alexion Pharmaceuticals in 2015. Prior to his role at Synageva, Mr. Boess served in multiple roles with increasing responsibility for Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice President of International Operations from 2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance for Serono Inc. from 2005 to 2006. In addition, he was a member of the Geneva based World Wide Executive Finance Management Team while involved with Serono. Mr. Boess was also Chief Financial Officer at Alexion Pharmaceuticals, and was a finance executive at Novozymes of North America and Novo Nordisk in France, Switzerland and China.
“With their first-in-class therapy, trabodenoson, currently in Phase 3 development for glaucoma and ocular hypertension, this truly is an exciting time to join the Inotek team,” commented Mr. Boess. “I look forward to contributing to the development of Inotek’s strategic vision and long range plans as we look to 2016 and beyond.”
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. 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. These forward-looking 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.
Source: Inotek Pharmaceuticals
Inotek Contact:
Claudine Prowse, Ph.D., 781-552-4305
Vice President, Strategy and Investor Relations Officer
cprowse@inotekpharma.com
or
Media Contact:
MacDougall Biomedical Communications
Karen Sharma, 781-235-3060