GEMPHIRE THERAPEUTICS INC. (NASDAQ:GEMP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Departure of Chief Executive Officer
On May30, 2017, Gemphire Therapeutics Inc. (the
Company)
announced that Mina Sooch is leaving the Company, effective as of
May23, 2017 (the Separation Date).
to a Separation and Release Agreement entered into between the
Company and Ms.Sooch on May30, 2017 (the Separation
Agreement), Ms.Sooch will no longer serve as
President and Chief Executive Officer and a Director of the
Company effective as of May23, 2017. In connection with Ms.Soochs
resignation from the Board of Directors (the Board) of the
Company, the Board has reduced its size from seven directors to
six directors.
Ms.Sooch will receive certain benefits that she is entitled to
receive under her Employment Agreement dated April15, 2016 in
connection with Ms.Sooch exercising her termination rights for
good reason. Accordingly, under the Separation Agreement, the
Company has agreed (1)to pay Ms.Sooch a lump sum equal to
$534,375, which includes Ms.Soochs $450,000 annual base salary
plus a $84,375 pro rata bonus for 2017, (2)that all of Ms.Soochs
outstanding stock options will (a)vest as if Ms.Sooch was
employed by the Company through August4, 2019 and (b)remain
exercisable until the final termination date of such option
awards under the applicable award agreement, (3)to pay $2,200,
the monthly cost of premiums for continued health insurance
coverage during the twelve-month period following Ms.Soochs
separation from the Company, provided Ms.Sooch does not qualify
for health care coverage from another employer during that period
and (4)to reimburse Ms.Sooch for reasonable expenses incurred
through the separation date that are reviewed and approved
according to Company policy. Through the end of the period that
is two years from the Separation Date, Ms.Sooch has agreed not to
engage in certain customary standstill restrictions.
Appointment of Interim President and Chief Executive
Officer
Effective as of May23, 2017, the Board of the Company appointed
Dr.Steven Gullans as the Companys Interim President and Chief
Executive Officer. Dr.Gullans will continue to serve as a
director of the Company.
Dr. Gullans, age 64,has served as a member of our Board since
April2016. He is a Managing Director at Excel Venture
Management,LLC (Excel), one of
our greater than 5% stockholders. Excel is a Boston-based venture
capital firm which he co-founded and where he has been employed
since February2008. At Excel, he focuses on investing in life
science technology companies with a particular interest in
disruptive platforms that can impact multiple industries. Prior
to Excel, Dr.Gullans co-founded RxGen,Inc., a pharmaceutical
services company where he served as chief executive officer from
January2004 to February2008. Dr.Gullans is currently a director
at Cleveland HeartLab,Inc., a cardiovascular diagnostics company
that spun out of the Cleveland Clinic; Molecular Templates,Inc.,
a clinical stage biotechnology company; N-of-One,Inc., an
oncology diagnostics company; and Orionis Biosciences LLC, a drug
development company. He was previously a board member of Activate
Networks,Inc. which was acquired by Decision Resource Group;
BioTrove,Inc. which was acquired by Life Technologies
Corporation; Biocius Life Sciences,Inc. which was acquired by
Agilent TechnologiesInc.; nanoMRInc. which was acquired by DNA
ElectronicsLtd; and Tetraphase Pharmaceuticals,Inc. which went
public in 2013. Previously Dr.Gullans was a faculty member at
Harvard Medical School and Brigham and Womens Hospital for almost
20years. Dr.Gullans holds a B.S. from Union College and a Ph.D.
from Duke University. He is a Fellow of the American Heart
Association and the American Association for the Advancement of
Science.
In connection with the appointment of Dr.Gullans as the Companys
Interim President and Chief Executive Officer, the Board removed
Dr.Gullans from the Compensation Committee and the Nominating and
Corporate Governance Committee.
to the offer letter entered into with Dr.Gullans, in
consideration for Dr.Gullans service as Interim President and
Chief Executive Officer, he will receive an option to purchase
60,000 shares of common stock vesting monthly in equal increments
over a 12 month period, subject to acceleration upon the
appointment of a replacement Chief Executive Officer. The
compensation he currently receives as a member of the Board will
remain unchanged. Dr.Gullans will be able to participate in the
benefit programs and arrangements to the extent available to
Company
employees. Also in connection with Dr.Gullans appointment as
Interim President and Chief Executive Officer, Dr.Gullans
executed our standard form of confidential information and
invention assignment agreement.
Item 7.01 Regulation FD Disclosure.
On May30, 2017, the Company issued a press release announcing
the above management changes. A copy of the press release is
attached hereto as Exhibit99.1 and incorporated herein by
reference.
The information in this Item 7.01, including Exhibit99.1
attached hereto, is being furnished, shall not be deemed filed
for any purpose, and shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
except as expressly set forth by specific reference in such a
filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
|
Description |
|
99.1 |
Press Release dated May30, 2017. |
About GEMPHIRE THERAPEUTICS INC. (NASDAQ:GEMP)
Gemphire Therapeutics Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the development and commercialization of therapeutics to treat cardiovascular and metabolic diseases. It is developing its product candidate, gemcabene (CI-1027), which is a once-daily, oral therapy for patients who are unable to achieve normal levels of low-density lipoprotein cholesterol (LDL-C) or triglycerides with approved therapies, primarily statin therapy. Gemcabene is liver-directed and inhibits apolipoprotein C-III (apoC-III) protein in the liver and may inhibit acetyl-CoA carboxylase (ACC) in the liver. Gemcabene blocks the overall production of hepatic triglycerides and cholesterol. Gemcabene has been tested as monotherapy and in combination with statins and other drugs in over 895 subjects, across approximately 18 Phase I and Phase II clinical trials. Gemcabene is used as an adjunctive therapy to reduce LDL-C, high-sensitivity C-reactive protein (hsCRP) and triglycerides. GEMPHIRE THERAPEUTICS INC. (NASDAQ:GEMP) Recent Trading Information
GEMPHIRE THERAPEUTICS INC. (NASDAQ:GEMP) closed its last trading session down -0.24 at 10.26 with 18,406 shares trading hands.