Novelion Therapeutics Inc. (NASDAQ:NVLN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Dr.John Orloff
On May31, 2017, the Board of Directors (the Board) of Novelion
Therapeutics Inc. (the Company) appointed John J. Orloff, M.D. to
serve as a director with his term to begin on July1, 2017. Upon
the effectiveness of Dr.Orloffs appointment, the number of
members of the Board will be increased from nine to ten. The
Board has not named Dr.Orloff to any committees of the Board.
Dr.Orloff has also notified the Company that, on June2, 2017, he
will resign as the Companys Executive Vice President, Head of
Research and Development to pursue other opportunities.
Dr.Orloff, 60, had served as the Companys Executive Vice
President, Head of Research and Development since joining the
Company following its acquisition of Aegerion
Pharmaceuticals,Inc., where Dr.Orloff had been Executive Vice
President, Research and Development since November2016. Dr.Orloff
previously served as Executive Vice President, Global Head of
Research and Development and Chief Scientific Officer of
Baxalta,Inc. (Baxalta) from July2015 to June2016. Dr.Orloff
served as Global Head of RD for Baxter BioSciences (Baxter) from
July2014 to June2015, prior to Baxters spinout of Baxalta. Prior
to Baxter, he served as senior vice president, global head of
clinical development at Merck Serono Pharmaceuticals from
January2014 to May2014. Between 2003 and 2013, Dr.Orloff held a
series of positions at Novartis Pharma AG, including senior vice
president and chief medical officer. Dr.Orloff completed his
internal medicine residency at University of Pittsburgh Medical
Center and his endocrinology and metabolism fellowship at Yale
University School of Medicine, where he also spent seven years on
the faculty. He holds an M.D. from University of Vermont College
of Medicine and a B.A. from Dartmouth College. The Board has
concluded that Dr.Orloff is well-qualified to serve on the Board
and has the requisite qualifications, skills and perspectives
derived from his extensive experience in the biopharmaceutical
industry, including as an executive officer of the Company, as
well as his scientific background.
There is no arrangement or understanding to which Dr.Orloff was
appointed as a director. In connection with his employment as the
Companys Executive Vice President, Head of Research and
Development, Dr.Orloff received an annual base salary of
$600,000, was eligible to receive an annual cash bonus of up to
45% of his base salary, which he will not be eligible to receive
for 2017 given the time of his resignation, and equity awards
exercisable for up to 247,780 of the Companys common shares,
which will cease vesting upon his resignation.
As a director, Dr.Orloff will participate in the standard
compensation plan for non-employee directors, under which he will
be eligible to receive a $40,000 annual retainer (which will be
prorated for 2017) for his service as a director. In addition,
Dr.Orloff will be eligible for stock option and other equity
awards as a non-employee director, as approved by the Board, upon
the recommendation of the Compensation Committee of the Board. In
connection with his appointment, Dr.Orloff will receive a stock
option to purchase 9,600 of the Companys common shares upon his
appointment date of July1, 2017, which will vest in equal monthly
installments over 36 months, beginning one month after the grant
date.
Item 8.01. Other Events.
On June1, 2017, the Company issued a press release announcing
Dr.Orloffs appointment to the Board and resignation as an officer
of the Company, as described further under Item 5.02 above. A
copy of the press release is attached as Exhibit99.1.
During his tenure as Executive Vice President, Head of Research
and Development, Dr.Orloff outlined plans to prioritize the
Companys research and development programs and build a pipeline
for potential growth. As a Board member, Dr.Orloff will continue
to provide guidance to the Companys management team regarding the
Companys scientific strategy and clinical program development. In
the second half of 2017, Novelion plans to provide an update on
development programs for metreleptin and zuretinol.
The Company recently held a meeting with the U.S. Food and Drug
Administration (FDA), which provided a clear regulatory path for
the clinical development of zuretinol. Also, Novelions subsidiary
received feedback from the FDA that a prospective
placebo-controlled study will be required to support a marketing
application in the U.S. for the use of metreleptin to treat a
subset of the partial lipodystrophy indication. The Company is
evaluating next steps and expects to announce its plans later
this year.
Item 9.01.Financial Statements and
Exhibits.
(d)Exhibits.
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ExhibitNo. |
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Description |
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99.1 |
Press Release, dated June1, 2017. |
About Novelion Therapeutics Inc. (NASDAQ:NVLN)
Novelion Therapeutics Inc, formerly QLT Inc., is a Canada-based biopharmaceutical company. The Company is engaged in development of new standards of care for individuals living with rare diseases. The Company is focused on advancing its portfolio of rare disease therapies by investing in science and clinical development. The Company holds a portfolio of products through its subsidiary, Aegerion Pharmaceuticals, Inc., a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases. The Company’s portfolio of products include MYALEPT and JUXTAPID. The Company is also developing zuretinol acetate for the treatment of inherited retinal disease caused by underlying mutations in RPE65 or LRAT genes. Novelion Therapeutics Inc. (NASDAQ:NVLN) Recent Trading Information
Novelion Therapeutics Inc. (NASDAQ:NVLN) closed its last trading session up +0.30 at 8.65 with 79,124 shares trading hands.