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EX-99.1 - EX-99.1 - ROCKET PHARMACEUTICALS, INC.d25125dex991.htm

 

 

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): January 11, 2016

 

 

Inotek Pharmaceuticals Corporation

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-36829   04-3475813

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

91 Hartwell Avenue

Lexington, MA

  02421
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (781) 676-2100

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:

 

¨ 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))

 

 

 


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

Item 5.02(d) Election of a New Director

On January 11, 2016, the Board of Directors (the “Board”) of Inotek Pharmaceuticals Corporation (the “Company”) appointed Carsten Boess to the Board. Mr. Boess will serve as a Class II director of the Company, to hold office until the date of the annual meeting of stockholders next following the year ending December 31, 2015, or until his earlier death, resignation or removal. The Board has determined that Mr. Boess satisfies the definition of “independent” director, including without limitation the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act of 1934, as amended (collectively, “Applicable Requirements”).

Mr. Boess, age 49, has served as Chief Business Officer at Kiniksa Pharmaceuticals since August 2015. From May, 2011 through June, 2015, he served as CFO of Synageva BioPharma Corporation (now Alexion Pharmaceuticals, Inc.). From 2009 to 2011, he was Vice President, International Operations at Insulet Corporation and from 2006 to 2009, Mr. Boess served as Chief Financial Officer at Insulet Corporation. Prior to working at Insulet Corporation, he held positions at Serono, Inc., Alexion Pharmaceuticals, Inc. and The Novo Nordisk Group. Mr. Boess received his Bachelor and Master degrees in Accounting and Finance from the University of Odense, Denmark.

Upon his election to the Board, Mr. Boess was granted an option to purchase 24,000 shares of the Company’s Common Stock at an exercise price of $8.89 per share, which is equal to the fair market value of the Company’s Common Stock on the date of grant (the “Vesting Commencement Date”). Twenty-five percent of the shares shall vest on the one year anniversary of the Vesting Commencement Date and 1/36th of the remaining shares shall vest on each monthly anniversary thereafter, subject to Mr. Boess’ continued service on the Board.

As a non-employee director, Mr. Boess will receive compensation in the same manner as the Company’s other non-employee directors. Additionally, in connection with Mr. Boess’ appointment to the Board, the Company and Mr. Boess will enter into an indemnification agreement in substantially the same form that the Company has entered into with each of the Company’s existing directors. The form of such indemnification agreement was previously filed by the Company as an exhibit to its Registration Statement on Form S-1 filed with the SEC.

In connection with his election to the Board, Mr. Boess was also appointed to the Board’s Audit Committee. The Board has determined that Mr. Boess satisfies all applicable requirements to serve on such committee.

There are no arrangements or understandings between Mr. Boess and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Mr. Boess and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Boess and the Company.


A copy of the press release announcing Mr. Boess’ appointment is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release, dated January 12, 2016


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.

 

Date: January 12, 2016     INOTEK PHARMACEUTICALS CORPORATION
    By:  

/s/ Dale Ritter

      Dale Ritter
      Vice President —Finance


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release, dated January 12, 2016