sbbp_Current Folio_Misc

  

 

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): August 8, 2019

 

STRONGBRIDGE BIOPHARMA plc

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Ireland
(State or other
jurisdiction of incorporation)

 

001-37569
(Commission
File Number)

 

98-1275166
(I.R.S. Employer
Identification No.)

 

 

 

 

900 Northbrook Drive, Suite 200
Trevose, PA
(Address of principal executive offices)

 

19053
(Zip Code)

 

Registrant’s telephone number, including area code: (610) 254-9200

 


 

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))

 

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

 

 

 

 

 

 

Title of Each Class

 

Trading Symbol

 

Name of each exchange on which registered

Ordinary shares, par value $0.01 per share

 

SBBP

 

The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company                                            ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

 

Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.

 

Appointment of Richard S. Kollender as Chief Operating Officer

On August 8, 2019, the board of directors (the “Board”) of Strongbridge Biopharma plc (the “Company”) appointed Richard S. Kollender to the position of Chief Operating Officer, effective September 3, 2019 (the “Effective Date”).

Mr. Kollender, age 49, has served as a Class II director of the Company’s board of directors since March 2015. He is currently Chairman of the audit committee and a member of the compensation committee. Since January 2011, he has served as a Partner and Executive Manager of Quaker Partners Management, LP, a healthcare investment firm, which he initially joined in 2003, and was promoted to Partner in 2005. In addition, from August 2016 through September 2018, Mr. Kollender served as Chief Business Officer and Chief Financial Officer of Rapid Micro Biosystems, a Quaker Partners’ portfolio company, where he continues to serve on the board of directors. Mr. Kollender held positions in sales, marketing and worldwide business development at GlaxoSmithKline (“GSK”), and served as investment manager at S.R. One, the corporate venture capital arm of GSK. Mr. Kollender holds a B.A. in accounting from Franklin and Marshall College and an M.B.A. and a certificate degree in the Graduate Program in Health Administration and Policy, both from the University of Chicago, and practiced as a certified public accountant for six years at public accounting firms including KPMG.

Upon his appointment to the position of Chief Operating Officer on the Effective Date, Mr. Kollender will resign from the Board and all Board committees on which he serves.

In connection with Mr. Kollender’s appointment as Chief Operating Officer, the Company intends to enter into an employment agreement with Mr. Kollender (the “Kollender Employment Agreement”), in the form previously filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2019 (the “2018 Annual Report”), effective as of the Effective Date, pursuant to which he will be entitled to (i) an annual base salary in the amount of $405,000.00; (ii) an initial annual target bonus of 40% of his annual base salary;  and (iii) such other benefits that are generally available to executive officers of the Company. Mr. Kollender will also be granted a nonqualified stock option to purchase 215,000 ordinary shares of the Company, with an exercise price equal to the closing sale price of the Company’s ordinary shares on the Effective Date, and a restricted stock unit award of 60,000 ordinary shares of the Company, under the Company’s 2015 Equity Compensation Plan (the “2015 Plan”).

Appointment of Robert Lutz as Chief Financial Officer

Also on August 8, 2019, the Board promoted Robert Lutz, the Company’s Chief Business Officer, to the position of Chief Financial Officer, effective as of the Effective Date.

 

Mr. Lutz, age 50, has served as the Company’s Chief Business Officer since October 2014 with responsibilities including Business Development and Information Technology.  Prior to joining the Company, Mr. Lutz worked from December 2004 to April 2014 at Shire Plc, a publicly traded specialty biopharmaceutical company prior to being purchased by Takeda Pharmaceutical Company Ltd., where he most recently served as Vice President and held key leadership positions in the Specialty Pharmaceutical division.  Prior to Shire Plc, Mr. Lutz worked in a variety of roles, including Vice President of Finance, for Cinergy Corp., an electric and gas utility company.  Mr. Lutz also worked as a Senior Analyst at Alan B. Slifka and Co., a hedge fund, after having started his career at Goldman Sachs Group Inc., where he served as a Financial Analyst in its principal investment area. He holds a B.A. in economics and computer science from Amherst College and an M.B.A. from the Kellogg School of Management.

 

In connection with Mr. Lutz’s transition to Chief Financial Officer, the Company intends to enter into a new employment agreement with Mr. Lutz (the “Lutz Employment Agreement”), in the form previously filed as Exhibit 10.8 to the Company’s 2018 Annual Report, effective as of the Effective Date, pursuant to which he will be entitled to (i) an annual base salary in the amount of $385,000.00; (ii) an annual target bonus of 40% of his annual base salary;  and (iii) such other benefits that are generally available to executive officers of the Company.

 

 

Appointment of David N. Gill to the Board of Directors 

Also on August 8, 2019, the Board appointed David N. Gill as a Class II director of the Company, effective as of the Effective Date. Mr. Gill is expected to serve as Chairman of the audit committee.

Mr. Gill will be compensated on the same basis as all other non-employee directors of the Company. In connection with his appointment as a director of the Company, Mr. Gill will be granted a restricted stock unit award of 17,849 ordinary shares of the Company under the Company’s 2015 Plan, and a restricted stock unit award of 32,151 ordinary shares of the Company under the Company’s Non-Employee Director Equity Compensation Plan.

Resignation of A. Brian Davis as Chief Financial Officer

On August 8, 2019, Mr. Davis resigned from the Company to pursue other opportunities, effective as of the Effective Date.  There were no disagreements between Mr. Davis and the Company on any matter relating to the Company’s operations, policies or practices that resulted in his resignation.

Item 8.01Other Events

 

On August 13, 2019, the Company issued a press release announcing the changes to management described in Item 5.02 of this Current Report on Form 8-K and the appointment of David Gill as a director of the Company. A copy of the press release announcing these developments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits

 

 

 

 

Exhibit
Number

 

Exhibit Table

 

 

 

99.1

 

Press Release issued by Strongbridge Biopharma plc, dated August 13, 2019

 

 

 

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.

 

 

 

 

 

STRONGBRIDGE BIOPHARMA PLC

 

 

 

By:

 

 

Name:

Stephen J. Long

 

Title:

Chief Legal Officer

 

 

Date: August 13, 2019

 

 

 

sbbp_Current Folio_Misc_EX991

Picture 3

 

 

Strongbridge Biopharma Announces Key Leadership Appointments to Support Next Stage of Growth

 

~  Richard S. Kollender Appointed to Chief Operating Officer ~

 

~  Robert Lutz Promoted to Chief Financial Officer ~

 

~ David Gill Appointed to Board of Directors ~

 

Dublin, Ireland and Trevose, Pa., August 13, 2019 – Strongbridge Biopharma plc, (Nasdaq: SBBP), a global commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for rare diseases with significant unmet needs, today announced key leadership changes, including the appointment of Richard S. Kollender, who previously served on the Company’s board of directors, to chief operating officer and the promotion of Robert Lutz from chief business officer to chief financial officer.  Brian Davis, the current chief financial officer, is leaving the Company to pursue other opportunities. Additionally, David Gill has been appointed to the board of directors and as chairman of the audit committee following Richard’s resignation from the Board. All management and board changes will become effective on September 3, 2019.

 

“Continuing to assemble an experienced, multi-talented executive leadership team is critical,  especially as we approach a number of transformational events that have the potential to drive growth for the Company,” said Matthew Pauls, president and chief executive officer. “Richard is a seasoned executive who has significant breadth, and depth, of operational, business and finance experience in the healthcare sector that will further strengthen our ability to build a successful rare disease company and create value.  Robert has been a key leader at Strongbridge and I am confident his experience in corporate finance, where he managed large global pharmaceutical businesses, will allow him to have an even greater impact in his new role. Additionally, David,  a veteran of the biopharmaceutical industry, brings expertise in finance, operations, and strategic transactions and is a welcomed addition to our Board.” Pauls added, “I would like to thank Brian for his contributions to Strongbridge. He has played a critical role in the construction of the Company, and we wish him well in his future endeavors.”

 

Richard has more than 25 years of experience in the healthcare industry. Since 2003, he has served as a Principal and Partner of Quaker Partners Management, LP, a healthcare investment firm.  In addition, from August 2016 through September 2018, he served as chief business officer and chief financial officer of Rapid Micro Biosystems, a Quaker Partners’ portfolio company, where he played a key role in the business expansion and adoption of the company’s Growth Direct™ System, and continues to serve on the board of directors. Previously, he held positions in sales, marketing and worldwide business development at GlaxoSmithKline (GSK) and served as investment manager at its corporate venture capital arm, S.R. One. Richard began his career as a certified public accountant initially with KPMG. Richard holds an M.B.A. and a certificate degree in the graduate program in health

administration and policy from the University of Chicago and a B.A. in accounting from Franklin and Marshall College. 

 

Robert has more than 25 years of global finance, business development and product management experience. Upon joining Strongbridge in October 2014, he led the Company’s business development efforts and played a key role in capital raising and the initial public offering. Prior to joining Strongbridge, Rob spent more than a decade at Shire Pharmaceuticals in key leadership positions with global responsibilities, including the management of ~$2B in revenue for Shire’s Specialty Pharmaceuticals division. Prior to joining Shire, after having started his career at Goldman Sachs, Mr. Lutz served in a variety of financial, strategic and executive positions at energy companies in Pennsylvania and Ohio. Mr. Lutz holds an M.B.A. from the Kellogg School of Management and a B.A. in economics and computer science from Amherst College.

 

David served as the president and chief financial officer of EndoChoice, a medical device company focused on gastrointestinal disease from April 2016, through the sale of the company to Boston Scientific in November 2016, and as chief financial officer from August 2014 to November 2016. Prior to EndoChoice, he served as the chief financial officer of INC Research (now known as Syneos Health), having also served as a board member and audit committee chairman prior to his role as chief financial officer. David also currently serves as chairman of the board of Melinta Therapeutics, and is on the board of directors at Evolus, Y-mAbs Therapeutics and Strata Skin Sciences. David holds a B.S. degree, cum laude, in accounting from Wake Forest University and an M.B.A. degree, with honors, from Emory University, and was formerly a certified public accountant.

 

About Strongbridge Biopharma

Strongbridge Biopharma is a global commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for rare diseases with significant unmet needs. Strongbridge’s rare endocrine franchise includes RECORLEV™ (levoketoconazole), a cortisol synthesis inhibitor currently being studied in Phase 3 clinical studies for the treatment of endogenous Cushing’s syndrome, and veldoreotide extended release, a pre-clinical next-generation somatostatin analog being investigated for the treatment of acromegaly and potential additional applications in other conditions amenable to somatostatin receptor activation. Both RECORLEV and veldoreotide have received orphan drug designation from the FDA and the European Medicines Agency. The Company’s rare neuromuscular franchise includes KEVEYIS® (dichlorphenamide), the first and only FDA-approved treatment for hyperkalemic, hypokalemic, and related variants of primary periodic paralysis. KEVEYIS has orphan drug exclusivity in the United States.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. The words “anticipate,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will,” “would,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements, other than statements of historical facts, contained in this press release, are forward-looking statements, including statements related to Strongbridge’s strategy, plans and objectives of management for future operations. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in such statement, including risks and uncertainties associated with clinical development

and the regulatory approval process, the reproducibility of any reported results showing the benefits of RECORLEV, the adoption of RECORLEV by physicians, if approved, as treatment for any disease and the emergence of unexpected adverse events following regulatory approval and use of the product by patients.  Additional risks and uncertainties relating to Strongbridge and its business can be found under the heading “Risk Factors” in Strongbridge’s Annual Report on Form 10-K for the year ended December 31, 2018 and subsequent filings with the SEC. These forward-looking statements are based on current expectations, estimates, forecasts and projections and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors. The forward-looking statements contained in this press release are made as of the date of this press release, and Strongbridge Biopharma does not assume any obligation to update any forward-looking statements except as required by applicable law.

 

Contacts:

 

Corporate and Investor Relations
Strongbridge Biopharma plc
Marcy Nanus
+1 610-263-2252
[email protected]

 

Media Relations
Elixir Health Public Relations
Lindsay Rocco
+1 862-596-1304
[email protected]