UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 26, 2015
Corium International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36375 |
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38-3230774 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
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235 Constitution Drive, |
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94025 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(650) 298-8255
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 March 26, 2015, John Kozarich notified Corium International, Inc. (the “Company”) of his decision to resign from the Company’s Board of Directors (the “Board”), effective as of April 1, 2015 (the “Resignation Date”). In connection with his resignation, the Company intends to enter into an agreement pursuant to which Mr. Kozarich will provide advisory services to the Company as requested from time to time following the Resignation Date.
On April 1, 2015, the Board appointed Eric Bjerkholt as a member of the Board to fill the vacancy created by Mr. Kozarich’s resignation and to serve as a Class II director whose term will expire at the Company’s 2016 annual meeting of stockholders. At the same time, the Board also appointed Mr. Bjerkholt to serve as Chair of the Board’s Audit Committee (the “Audit Committee”). There are no arrangements or understandings with any person pursuant to which Mr. Bjerkholt was appointed as a member of the Board. The Board intends to approve the compensation arrangement for Mr. Bjerkholt’s service as a member of the Board at a future date, which will include an annual cash retainer and an equity award in accordance with the Company’s existing non-employee director compensation policy, as described in further detail in the Company’s definitive proxy statement for the 2015 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2015.
In addition to the compensation that Mr. Bjerkholt will receive in connection with his appointment as a member of the Board, the Company has entered into a standard form of indemnification agreement with him. The indemnification agreement may require the Company, among other things, to indemnify Mr. Bjerkholt against liabilities that may arise by reason of his status or service and also may require the Company to advance all expenses incurred by him if he has to investigate or defend any such action, suit or proceeding. A form of the indemnification agreement was filed previously by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-194279), originally filed with the SEC on March 3, 2014, as subsequently amended.
Following Mr. Bjerkholt’s appointment as Chair of the Audit Committee on April 1, 2015, David Greenwood stepped down as a member of the Audit Committee and will continue to serve as Chairman of the Board. Following Mr. Bjerkholt’s appointment to the Audit Committee and Mr. Greenwood’s resignation from the Audit Committee, the Audit Committee will consist of the following directors: Eric Bjerkholt (Chair), Bhaskar Chaudhuri and Paul Goddard.
Mr. Bjerkholt is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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Press release dated April 1, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CORIUM INTERNATIONAL, INC. | |
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Date: April 1, 2015 |
By: |
/s/ Peter D. Staple |
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Peter D. Staple |
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Chief Executive Officer |
Exhibit 99.1
For Immediate Release
CORIUM ANNOUNCES APPOINTMENT OF ERIC H. BJERKHOLT TO BOARD OF DIRECTORS
MENLO PARK, Calif., April 1, 2015 — Corium International, Inc. (NASDAQ: CORI), a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty transdermal products, today announced the appointment of Eric H. Bjerkholt to the Company’s Board of Directors and as Chair of the Board’s Audit Committee.
“Eric Bjerkholt brings a wealth of strategic and management experience in finance, business development, corporate governance and operations in the biopharmaceutical sector. We look forward to his contributions as a member of our Board as we advance our product programs and continue our growth as a public company,” said Peter Staple, Corium’s President and Chief Executive Officer.
A senior executive with more than two decades of experience in the healthcare and life science sectors, Mr. Bjerkholt is Executive Vice President, Corporate Development and Finance and Chief Financial Officer of Sunesis Pharmaceuticals, Inc., having joined Sunesis in 2004 as Senior Vice President and Chief Financial Officer. From 2002 to 2004, he was Senior Vice President and Chief Financial Officer at IntraBiotics Pharmaceuticals, Inc., a publicly-held biopharmaceutical company. Mr. Bjerkholt was a co-founder of LifeSpring Nutrition, Inc., a privately-held nutraceutical company, and from 1999 to 2002 served at various times as its Chief Executive Officer, President, and Chief Financial Officer. He also served as vice president in the healthcare banking group at J.P. Morgan & Co. from 1990 to 1997. Mr. Bjerkholt is a member of the Board of Directors of StemCells, Inc., a publicly-held biotechnology company, and Ambrx Inc., a privately-held biopharmaceutical company. He holds a Cand. Oecon degree in Economics from the University of Oslo and an M.B.A. from Harvard Business School.
Corium also announced that John W. Kozarich, Ph.D. will be retiring from the Company’s Board, and will continue as an advisor to the company.
“On behalf of Corium’s Board, I would like to recognize John Kozarich’s many contributions to the company’s development during his long tenure of service on the Board. John’s extensive background in pharmaceutical industry research and development has been instrumental in helping us to position Corium as a leader in transdermal product innovation,” said David L. Greenwood, Chairman of the Board.
About Corium
Corium International, Inc. is a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty pharmaceutical products that leverage the company’s advanced transdermal and transmucosal delivery systems. Corium has developed and is the sole commercial manufacturer of six prescription drug and consumer products with partners Teva Pharmaceuticals, Par Pharmaceutical and Procter & Gamble. The
company has two proprietary transdermal platforms: Corplex™ for small molecules and MicroCor®, a biodegradable microstructure technology for small molecules and biologics, including vaccines, peptides and proteins. The company’s late-stage pipeline includes a contraceptive patch co-developed with Agile Therapeutics that is currently in Phase 3 trials, and additional transdermal products that are being co-developed with Teva. Corium has multiple proprietary programs in preclinical and clinical development for the treatment of osteoporosis and neurological disorders. For further information, please visit www.coriumgroup.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy, clinical trial plans and the advancement of our technologies and our proprietary and partnered products and product candidates. Forward-looking statements are based on management’s current expectations and projections and are subject to risks and uncertainties, which may cause Corium’s actual results to differ materially from the statements contained herein. Further information on potential risk factors that could affect Corium’s business and its financial results are detailed in Corium’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, filed with the Securities and Exchange Commission on February 12, 2015, and other reports as filed from time to time with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, especially guidance on future financial performance, which speaks only as of the date they are made. Corium undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
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Investor and Media Contact:
Karen L. Bergman
BCC Partners
kbergman@bccpartners.com
650-575-1509