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): December 13, 2016

 

Eagle Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36306

 

20-8179278

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer Identification No.)

of incorporation)

 

 

 

 

 

50 Tice Boulevard, Suite 315
Woodcliff Lake, NJ

 

07677

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (201) 326-5300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

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

 

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

 

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

 

o  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.

 

Appointment of President and Chief Commercial Officer

 

On December 13, 2016, Eagle Pharmaceuticals, Inc., or the Company, appointed David Pernock as President and Chief Commercial Officer, effective upon Mr. Pernock’s commencement of employment with the Company, which is expected in January, 2017.  Scott Tarriff, who currently serves as the Company’s President and Chief Executive Officer, will resign as President of the Company, effective upon Mr. Pernock’s commencement of employment with the Company. Mr. Tarriff will continue to serve as the Company’s Chief Executive Officer.

 

Mr. Pernock, age 62, is a pharmaceutical and biotechnology industry expert. He has served as a member of the Company’s Board of Directors, or the Board, since April 2015. Mr. Pernock has served as chairman of the board of directors since September 2009 and as chief executive officer since February 2010 of Fibrocell Science, Inc., a publicly-traded autologous cell and gene therapy company. From December 1993 until November 2009, Mr. Pernock held various positions at GlaxoSmithKline, or GSK, eventually serving as senior vice president of pharmaceuticals, vaccines (biologics), oncology, acute care, and HIV divisions. Mr. Pernock served as president of Reliant Pharmaceuticals, or Reliant, when Reliant was acquired by GSK. He was president of SmithKline Beecham-Puerto Rico prior to the GSK merger. From May 2009 until February 2011, Mr. Pernock served as a director of Martek Biosciences Corporation. Mr. Pernock holds a B.S. in business administration from Arizona State University.

 

Mr. Pernock does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings between Mr. Pernock and any other person pursuant to which Mr. Pernock was selected to serve as President and Chief Commercial Officer of the Company. There have been no transactions involving Mr. Pernock that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

 

In connection with Mr. Pernock’s appointment as President and Chief Commercial Officer, the Company and Mr. Pernock entered into an offer letter, or the Offer Letter.  Pursuant to the terms of the Offer Letter, Mr. Pernock will receive an initial annual base salary of $515,000, subject to review and adjustment by the Company on an annual basis.  In addition, Mr. Pernock will be eligible to receive an annual cash performance bonus.  The target amount of the performance bonus will be equal to 60% of Mr. Pernock’s base salary, with the actual bonus amount to be determined by the Board or the Compensation Committee.  Under the Offer Letter, Mr. Pernock is entitled to severance payments in an amount equal to Mr. Pernock’s then-current monthly base salary for a period of twelve months, plus a pro-rata portion of Mr. Pernock’s annual performance bonus for the performance period in which the termination occurs.

 

Pursuant to the Offer Letter, and following formal approval by the Board or Compensation Committee, the Company will grant Mr. Pernock an option to purchase 90,000 shares of the Company’s common stock, or the Option Grant, vesting 25% annually starting with the first anniversary of the date of grant, subject to Mr. Pernock’s continued employment with the Company through each applicable vesting date. Notwithstanding the foregoing, if Mr. Pernock is terminated prior to the second anniversary of the date of grant, without cause and not in connection with a change of control of the Company or Mr. Pernock’s voluntary departure without good reason, one half of the shares subject to the Option Grant will vest in full.

 

The foregoing description of the Offer Letter is qualified in its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Board Composition

 

In connection with Mr. Pernock’s appointment as President and Chief Commercial Officer, Mr. Pernock will resign from his Board position (including his position as a member of the Board’s Nominating and Corporate Governance Committee) effective upon the commencement of Mr. Pernock’s employment with the Company, which is expected in January, 2017.

 

Item 7.01               Regulation FD Disclosure.

 

On December 19, 2016, the Company issued a press release announcing the prospective appointment of Mr. Pernock as its President and Chief Commercial Officer and Mr. Pernock’s resignation from his Board position (each effective upon the commencement of Mr. Pernock’s employment with the Company in January, 2017), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

2


 

The information furnished pursuant to Item 7.01 of this current report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended. As such, this information shall not be incorporated by reference into any of the Company’s reports or other filings made with the Securities and Exchange Commission. The furnishing of the information in this current report is not intended to, and does not, constitute a determination or admission by the Company that the information in this current report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)            Exhibits

 

Exhibit No.

 

Description

10.1

 

Offer Letter

99.1

 

Press Release

 

3


 

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.

 

 

 

Eagle Pharmaceuticals, Inc.

 

 

 

 

 

 

Dated: December 19, 2016

 

 

 

By:

/s/ Scott Tarriff

 

 

 

 

 

Scott Tarriff

 

 

 

 

 

President and Chief Executive Officer

 

4


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1

 

Offer Letter

99.1

 

Press Release

 

5

Exhibit 10.1

 

 

December 7, 2016

 

David Pernock

748 Canterbury Lane

Villanova, PA 19085

 

Dear David:

 

I am pleased to extend this offer to you to become President, Chief Commercial Officer with Eagle Pharmaceuticals, Inc.  The following would be the basic terms of your employment with the Company contingent upon proof of eligibility for U.S. employment and the completion of satisfactory references:

 

Department:

Executive

 

 

Reporting to:

Scott Tarriff

 

 

Start Date:

Jan, 2017

 

Initial Salary :   $515,000 annually, to be reviewed on an annual basis and adjusted by Eagle to reflect performance and responsibilities.  Any salary increases received during the first year of employment will be pro-rated.

 

Benefits:    You will be eligible for the Company’s health insurance program for you and your eligible dependents starting on your date of employment. Should you wish to maintain the health benefits you currently are provided through GSK, however, the Company shall reimburse you an amount equal to your annual premium for such benefits in lieu of like-kind Company benefits.

 

Additionally, you may participate in the Company’s 401(k) plan, life insurance plan, and long-term disability plan upon meeting the Company’s specified eligibility requirements for each plan.

 

Vacation:   You will be eligible for four (4) weeks of paid vacation annually.

 

Stock Options:    In consideration for you entering into the Agreement and as an inducement to join the company, I will recommend to the Board of Directors that you be granted options to purchase 90,000 shares of Eagle common stock at an exercise price equal to market price on date of approval by the Board of Directors. Upon approval, your options will vest over a four (4)-year period at 25% per year; and will be subject to the terms of Eagle’s Stock Option Plan. If you are terminated prior to the second anniversary of your Start Date, however, without Cause, and not in connection with a Change of Control or your voluntary transition from the Company without Good Reason,  one- half of the options granted hereunder will vest in full. In the event you are terminated at any time for a reason other than what is contemplated by the previous sentence, or you are terminated for any reason after the second anniversary of your Start

 


 

Date, the acceleration of the options will be governed by the terms of the Executive Stock Option Plan. All capitalized terms in this paragraph are as defined in the Eagle Executive Stock Option Plan.

 

Cash Bonus: Target cash bonus of 60% of your salary for performance.

 

Severance: You will be entitled to receive an amount equal to your then-current monthly Base Salary payable for a period of twelve (12) months plus a pro-rata portion of your annual bonus for the performance period in which your termination occurs, calculated based upon the number of days that you were employed during the performance year, payable in equal installments in accordance with the Company’s regular payroll procedures over a twelve(12) month period beginning on the first payroll date following the effect date of your Release.

 

In the event you are asked to give up the President Title, your current Salary, Stock Options, and Cash Bonus will not be altered.  At the same time, at title change will not be considered termination.  However, a title change under a Change in Control will revert to the Change in Control termination definition in the Company’s Executive Severance Plan.

 

As a condition of your employment with Eagle, you will be required to execute the Company’s standard Trade Secret, Non-Disclosure and Restrictive Covenant Agreement.

 

Your employment with the Company is not for a specified term and may be terminated by you or the Company at any time for any reason, with or without cause.  The nature of your employment is as set forth in this paragraph and cannot be modified in any way except by a written agreement signed by you and an officer of the Company.  Once an employee, you will be subject to Eagle’s practices and procedures which will be provided to you on your first day.

 

If you accept this offer of employment, please sign below and return the signed copy to me as soon as convenient.  Once signed by you, this letter will constitute the complete agreement between you and the Company regarding employment matters or oral agreements or understandings on these matters.

 

All new hires are required to prove eligibility to work in the United States in accordance with Federal law.  On your first day of employment, please provide us with employment eligibility documentation.

 

We are extremely excited about the opportunity we have to build Eagle into a leading specialty pharmaceutical company.  One of the keys to accomplishing this is through the recruitment and retention of talented people.   We are looking forward to having you join us and hope that you will accept our offer.

 

 

Sincerely,

 

 

 

/s/ Scott Tarriff

 

Scott Tarriff

 

President and C.E.O.

 

Accepted and Agreed this 11 day of December, 2016.

 

/s/ David Pernock

 

David Pernock

 

 

2

Exhibit 99.1

 

 

Eagle Pharmaceuticals Announces David Pernock as President and Chief Commercial Officer

 

— Experienced commercial leader hired to strengthen anticipated product launches and drive commercial success; Ryanodex label expansion launch to be initial focus, if approved by the FDA —

 

WOODCLIFF LAKE, N.J.— December 19, 2016—Eagle Pharmaceuticals, Inc. (“Eagle” or “the Company”) (Nasdaq: EGRX) today announced that David Pernock will join Eagle as President and Chief Commercial Officer, effective January 2017. Mr. Pernock brings vast experience in pharmaceutical and biotechnology leadership to the Company. He will be responsible for all commercial strategy and execution for Eagle’s growing product portfolio, including the launch of expanded indications for Ryanodex® for Exertional Heat Stroke (“EHS”) and drug induced hyperthermia, if approved by the Food and Drug Administration (“FDA”). Mr. Pernock will report to Scott Tarriff, Eagle’s Chief Executive Officer.

 

“David has a distinguished track record as a leader in the pharmaceutical sector.  During his tenure at GlaxoSmithKline, he brought multiple blockbuster drugs to market and led strategic direction and operational success across diverse businesses, and most recently served as the CEO of a publicly-traded gene therapy biotechnology company.  His appointment fortifies our management team and underscores Eagle’s commitment to the success of our growing portfolio and the opportunities we see in our pipeline, such as the label expansion of Ryanodex for the treatment of Exertional Heat Stroke, a near-term opportunity, if approved by the FDA. This would be a very significant product launch for the Company, and we are thrilled to have someone of David’s caliber to lead its success,” stated Scott Tarriff.

 

“As an Eagle board member, I became deeply familiar with the Company’s pipeline and prospects, which led me to make the decision to take this position. This new role reflects my enthusiasm for and confidence in Eagle’s future. I look forward to joining the Eagle team to lead the expanded commercial efforts for Ryanodex following approval and multiple additional potential product launches in the future. If approved, Ryanodex for EHS would address the needs of new patient populations for whom no pharmaceutical treatment options are currently available. We view the potential expanded launch of Ryanodex as a very significant opportunity and are committed to allocating the resources required to help ensure a successful commercial launch,” added David Pernock.

 

David Pernock has been a member of Eagle’s Board of Directors since April 2015. Mr. Pernock will relinquish his Eagle Board position effective January 2017, in connection with his new role as President and Chief Commercial Officer.

 


 

About David Pernock

 

David Pernock is a pharmaceutical and biotechnology industry expert. He has served as a member of Eagle’s Board of Directors since April 2015. Mr. Pernock most recently served as Chairman of the Board of Directors and Chief Executive Officer (2010-2017) of Fibrocell (Nasdaq: FCSC) an autologous cell and gene therapy company. Previously, he held various positions at GlaxoSmithKline plc (GSK), most notably serving as Senior Vice President of Pharmaceuticals, Vaccines (Biologics), Oncology, Acute Care, and HIV Divisions. Mr. Pernock served as President of Reliant Pharmaceuticals when Reliant was acquired by GSK. He was President of SmithKline Beecham-Puerto Rico prior to the GSK merger. Furthermore, Mr. Pernock served as a director of Martek Biosciences Corporation.

 

About Eagle Pharmaceuticals, Inc.

 

Eagle is a specialty pharmaceutical company focused on developing and commercializing injectable products that address the shortcomings, as identified by physicians, pharmacists and other stakeholders, of existing commercially successful injectable products. Eagle’s strategy is to utilize the FDA’s 505(b)(2) regulatory pathway. Additional information is available on the company’s website at www.eagleus.com.

 

About Ryanodex ®

 

Ryanodex (dantrolene sodium) for injectable suspension is indicated for the treatment of malignant hyperthermia (“MH”) in conjunction with appropriate supportive measures, and for the prevention of malignant hyperthermia in patients at high risk.

 

Forward-Looking Statements

 

This press release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, as amended and other securities laws. Forward-looking statements are statements that are not historical facts. Words such as “anticipated,” “drive,” “will,” “growing,” “we see,” “near term,” “would,” “lead,” “future,” “potential,” “committed,” and similar expressions are intended to identify forward-looking statements. These statements include statements regarding future events including, but not limited to: the impact, if any, that the appointment of a new officer will have on Eagle’s business; the ability of this new officer to effectively leverage his expertise and experience to expand Eagle’s reach and value; the ability of Eagle to continue to expand its product portfolio as well as to maximize the value of its commercial products; the earnings potential and long-term value of Ryanodex; the safety and efficacy of Ryanodex for the treatment of Exertional Heat Stroke (“EHS”); FDA approval of the use of Ryanodex for the treatment of EHS; difficulties or delays in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with FDA and other governmental regulations applicable to manufacturing facilities, products and/or businesses; the ability of Eagle to deliver sustained shareholder value over time; and other factors that are discussed in Eagle’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and its other filings with the U.S. Securities and Exchange Commission. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond Eagle’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks include, but are not limited to whether Eagle’s management and/or board of directors will be effective in managing Eagle’s business and future growth,

 


 

whether Eagle will generate earnings and realize long-term value from Ryanodex; whether the FDA will ultimately approve Ryanodex for the treatment of EHS; whether our studies will support the safety and efficacy of Ryanodex for the treatment of EHS, as well as the other risks described in Eagle’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof, and we do not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.

 

Contact:

 

Investor Relations for Eagle Pharmaceuticals, Inc.

In-Site Communications, Inc.

Lisa M. Wilson , 212-452-2793

lwilson@insitecony.com