8-K

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): January 6, 2016

Idera Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31918	04-3072298
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

167 Sidney Street

Cambridge, Massachusetts 02139

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 679-5500

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 January 6, 2016, Idera Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the election of Maxine Gowen, Ph.D. to the Board of Directors of the Company (the “Board”).

Election of a Director

Effective as of January 4, 2016 the Board elected Maxine Gowen, Ph.D. to the Board as a Class II director.  Dr. Gowen’s term as a Class II director will expire at the Company’s 2018 Annual Meeting of Stockholders.

In accordance with the Company’s director compensation program, Dr. Gowen will receive an annual cash retainer of $35,000 for service on the Board, which is payable quarterly in arrears. The Company’s director compensation program includes a stock-for-fees policy, under which Dr. Gowen has the right to elect, on a quarterly basis, to receive Common Stock of the Company in lieu of the cash fees. Dr. Gowen has not elected to receive the Company’s Common Stock for fees at this time.

In addition, Dr. Gowen was granted an option to purchase 70,000 shares of the Company’s Common Stock, which is granted to directors upon their initial election to the Board under the Company’s director compensation program. All options granted to non-employee directors, including the grant to Dr. Gowen, have a vesting schedule whereby 33% of the underlying shares vest on the first anniversary of the date of grant and the balance of the underlying shares vest in eight equal quarterly installments following the first anniversary of the grant.  This option, which was granted on January 4, 2016 with an exercise price per share equal to $3.00, automatically becomes exercisable in full upon the occurrence of a change in control of the Company.

Dr. Gowen will be subject to the Company’s director retirement policy, which provides for acceleration of vesting of options and an extension of the exercise period upon the retirement of a non-employee director, as more fully described in the Company’s Proxy Statement filed on April 29, 2015 with the Securities and Exchange Commission.

Dr. Gowen has also been elected to the Compensation Committees of the Board for which she will receive and additional annual cash retainer of $7,000 payable quarterly in arrears. There was no arrangement or understanding between Dr. Gowen and any other persons pursuant to which Dr. Gowen was elected as a director and there are no related party transactions between Dr. Gowen and the Company.

The Company’s press release dated January 6, 2016 announcing the election of Dr. Gowen to the Board is filed 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.

See Exhibit Index attached hereto.

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SIGNATURE

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.

	Idera Pharmaceuticals, Inc.
Date: January 6, 2016	By:	/s/ Mark J. Casey
		Mark J. Casey
		Senior Vice President,
		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Idera Pharmaceuticals, Inc. on January 6, 2016

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EX-99.1

Exhibit 99.1

Idera Pharmaceuticals Announces Appointment of Dr. Maxine Gowen to its Board of Directors

Cambridge, MA and Exton, PA — January 6, 2016 — Idera Pharmaceuticals, Inc. (NASDAQ: IDRA), a clinical-stage biopharmaceutical company developing toll-like receptor and RNA therapeutics for patients with cancer and rare diseases, today announced that Maxine Gowen, Ph.D., joined its Board of Directors, effective January 4, 2016.

Dr. Gowen is the founding President and Chief Executive Officer of Trevena, Inc.  Prior to leading Trevena, Dr. Gowen held a variety of leadership roles at GlaxoSmithKline (GSK) over a period of fifteen years.  Dr. Gowen also held a tenured academic position in the School of Pharmacology, University of Bath, UK.  Dr. Gowen earned her Bachelor’s degree in Biochemistry from the University of Bristol, UK, her Ph.D. in Cell Biology from the University of Sheffield, UK and earned her MBA from the Wharton School of the University of Pennsylvania.  Dr. Gowen also serves on the Board of Directors of Akebia Therapeutics and the state and national biotechnology industry associations, PA BIO and BIO.

“I would like to welcome Maxine to the Idera Board, stated Jim Geraghty, Chairman of Idera’s Board of Directors. “The addition of Maxine significantly strengthens our Board’s ability to guide Idera’s strategic clinical development endeavors through her vast industry drug development and leadership experience.”

“Maxine brings a wealth of industry knowledge and experience along with organization leadership, which further enhances our Board’s ability to help guide Idera into the future as we continue our transition towards becoming a company focused on delivering approved therapies for patients suffering from certain cancers and rare diseases,” stated Vincent Milano, Idera’s Chief Executive Officer.  “I welcome Maxine to our board and we are looking forward to working closely with her to help mold Idera’s bright future.”

About Idera Pharmaceuticals

Idera Pharmaceuticals is a clinical-stage biopharmaceutical company developing novel nucleic acid-based therapies for the treatment of certain cancers and rare diseases. Idera’s proprietary technology involves using a TLR-targeting technology, to design synthetic oligonucleotide-based drug candidates to act by modulating the activity of specific TLRs. In addition to its TLR programs, Idera is developing a third generation antisense technology platform that it has created using its proprietary technology to inhibit the production of disease-associated proteins by targeting RNA. To learn more about Idera, visit www.iderapharma.com.

Investor and Media Contact

Robert Doody

Vice President, Investor Relations and Corporate Communications

Office: 617-679-5515

Mobile: 484-639-7235

rdoody@iderapharma.com

About Idera Pharmaceuticals, Inc.

Idera’s technology platform involves creating novel synthetic RNA- and DNA-based compounds to modulate immune responses. Idera has applied this platform to develop proprietary Toll-like receptor (TLR) antagonists as immunomodulatory drug candidates. Toll-like receptor antagonists block the over-activation of immune factors which can cause a range of pathological effects. Idera is conducting clinical development of TLR antagonists in autoimmune and inflammatory diseases, and in certain genetically defined forms of B-cell lymphoma. More information on Idera is available at www.iderapharma.com.

Forward Looking Statements

This press release includes statements concerning Idera Pharmaceuticals, Inc. and its future expectations, plans and prospects that constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and that involve a number of risks and uncertainties. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “should,” “could,” “will,” “may,” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause Idera’s actual results to differ materially from those indicated by such forward-looking statements, including whether results obtained in early research, preclinical studies and clinical trials will be indicative of the results that will be generated in future preclinical and clinical studies; whether regulatory submissions will be made when anticipated; whether products based on Idera’s technology will advance into or through the clinical trial process on a timely basis or at all and receive approval from the FDA or equivalent foreign regulatory agencies; whether, if the Company’s products receive approval, they will be successfully distributed and marketed; and such other important factors as are set forth under the caption “Risk Factors” in Idera’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, which important factors are incorporated herein by reference. Idera disclaims any intention or obligation to update any forward-looking statements.

Source: Idera Pharmaceuticals, Inc.

Idera Pharmaceuticals, Inc.

Lou Arcudi, 617-679-5517

larcudi@iderapharma.com