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): December 8, 2015
PULMATRIX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36199 | 46-1821392 | ||
| (State of incorporation) | (Commission File No.) |
(IRS Employer Identification No.) |
99 Hayden Avenue, Suite 390
Lexington, MA 02421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 357-2333
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 (see General Instruction A.2. below):
| ¨ | 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. |
On December 8, 2015, David Maki submitted his resignation as a member of the board of directors (the “Board”) of Pulmatrix, Inc. (the “Company”), which resignation became effective on December 8, 2015 (the “Effective Date”). Mr. Maki’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, or any other matter.
On the Effective Date, the Board appointed Mark Iwicki as the Chairman of the Board and as a Class III director, effective as of the Effective Date, to serve for a term expiring at the next annual meeting of the Company’s stockholders at which the term of the Class III directors expires or until his successor is duly elected and qualified, or his earlier death, resignation or removal. In addition, Mr. Iwicki was appointed to serve as a member of the audit committee and the compensation committee of the Board.
Mr. Iwicki, age 49, serves as Chairman of the board of directors and Chief Executive Officer of Kala Pharmaceuticals. Prior to joining Kala, he was President and Chief Executive Officer of Civitas Therapeutics, Inc., which was acquired by Acorda Therapeutics, Inc. in October 2014. Prior to joining Civitas, he served as President and Chief Executive Officer at Blend Therapeutics, Inc., or Blend, from December 2012 to January 2014. Prior to Blend, Mr. Iwicki was President and Chief Executive Officer of Sunovion Pharmaceuticals Inc. (formerly Sepracor Inc.), or Sunovion. Mr. Iwicki was at Sepracor/Sunovion from October 2007 to June 2012. Prior to joining Sepracor Inc., Mr. Iwicki was at Novartis Pharmaceuticals Corporation from March 1998 to October 2007, where he was Vice President and Business Unit Head. Before that, he held management positions at Astra Merck Inc. and Merck & Co., Inc. In addition to serving on our board of directors, Mr. Iwicki is currently a director at Kala Pharmaceuticals, Merus, Aimmune Therapeutics, Nimbus Therapeutics, Taris Biomedical and Oxeia Biopharmaceuticals. He previously served on the boards of Civitas, Sunovion and Blend, all privately held companies. Mr. Iwicki holds a B.S. in Business Administration from Ball State University and an M.B.A. from Loyola University. Mr. Iwicki brings to the Board over 25 years of experience as a biopharmaceutical industry leader managing all stages of drug development and commercialization in multiple therapeutic areas.
In connection with his appointment as Chairman of the Board, Mr. Iwicki was granted a stock option on the Effective Date to purchase 73,481 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) with (i) an exercise price equal to the fair market value of a share of Common Stock on the date of grant, (ii) a term of ten years and (iii) one-fourth of the stock option vesting on the first anniversary of the date of grant and an additional 2.083% vesting on the last day of each of the thirty-six months that follow the first anniversary of the date of grant, provided that Mr. Iwicki is providing services to the Company as Chairman through the applicable vesting dates (collectively, the “Iwicki Option Grant”). The Iwicki Option Grant is subject to the terms and conditions of the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan and the Company’s standard form of stock option agreement.
| Item 8.01 | Other Events. |
On December 8, 2015, the Company issued a press release announcing the appointment of Mr. Iwicki to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated December 8, 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.
| PULMATRIX, INC. | ||||||
| Date: December 9, 2015 | By: | /s/ William Duke, Jr. | ||||
| William Duke, Jr. | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Pulmatrix Appoints Mark Iwicki Chairman of the Board
LEXINGTON, Mass., Dec. 8, 2015 — Pulmatrix, Inc. (NASDAQ: PULM), a biopharmaceutical company developing inhaled therapies for pulmonary disease, today announced the appointment of Mark Iwicki as chairman of its board of directors. Terry McGuire, who has served as chairman since June 18, 2015, will retain his seat on the board and another director, David Maki, will vacate his seat while remaining an advisor to the company on intellectual property matters.
Robert Clarke, PhD, Pulmatrix’s president and CEO, said, “Mark’s outstanding track record building biopharmaceutical businesses will serve us well as we continue to develop Pulmatrix’s pipeline of drugs for cystic fibrosis, chronic obstructive pulmonary disease and idiopathic pulmonary fibrosis.”
Mr. Iwicki has 25 years of experience as a pharmaceutical industry leader managing all stages of drug development and commercialization in multiple therapeutic areas including respiratory. He was CEO of Civitas Pharmaceuticals, a biotechnology company with a novel pulmonary drug delivery platform, and also led the development and launch of several respiratory products as CEO of Sunovion Pharmaceuticals and during his tenure at Novartis. Mr. Iwicki is currently on the boards of directors of Kala Pharmaceuticals, Aimmune, Nimbus Therapeutics, Merus and Taris Biomedical.
“Pulmatrix has demonstrated great innovation in developing inhaled therapies to address pulmonary conditions, and I look forward to working with its board and management to advance this mission,” Mr. Iwicki said.
About Pulmatrix
Pulmatrix is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary disease using its patented iSPERSE™ technology. The Company’s proprietary product pipeline is focused on advancing treatments for rare diseases, including PUR1900, an inhaled anti-fungal for patients with cystic fibrosis (CF), as well as PUR1500, an inhaled product for the treatment of idiopathic pulmonary fibrosis. In addition, Pulmatrix is pursuing opportunities in major pulmonary diseases through collaborations, including PUR0200, a branded generic in clinical development for chronic obstructive pulmonary disease (COPD). Pulmatrix’s product candidates are based on iSPERSE™, its proprietary dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes.
For more information, visit www.pulmatrix.com. Follow Pulmatrix on Twitter at https://twitter.com/pulmatrix_inc, and on StockTwits at http://stocktwits.com/pulmatrix.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that such statements involve risks and uncertainties that may materially affect the Company’s results of operations. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; the Company’s ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to the Company’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to the Company, is set forth in the Company’s most recent quarterly report on Form 10-Q filed by the Company with the Securities and Exchange Commission. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
# # #
Investor Contact
Tom Baker
Direct: (617) 532-0624
tbaker@pulmatrix.com
Media Contact
David Schull, Russo Partners
Direct: (858) 717-2310
David.Schull@russopartnersllc.com