Osmotica Pharmaceuticals plc (Form: 8-K, Received: 09/27/2019 06:50:39)

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): September 24, 2019

Osmotica Pharmaceuticals plc

(Exact name of registrant as specified in its charter)

Ireland		001-38709		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 Crossing Boulevard Bridgewater, NJ		08807
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (908) 809-1300

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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		OSMT		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 x

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. x

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

On September 24, 2019, the board of directors (the “Board”) of Osmotica Pharmaceuticals plc (the “Company”) voted to increase the size of the Board from seven directors to eight directors and appointed Michael DeBiasi to fill the resulting vacancy, effective October 1, 2019. Mr. DeBiasi was also appointed to serve on the Board’s Audit Committee (the “Audit Committee”). In connection with Mr. DeBiasi’s appointment to the Audit Committee, Sriram Venkataraman resigned as a member of the Audit Committee.

As part of his non-employee director compensation, Mr. DeBiasi is expected to receive, subject, in the case of the equity awards, to compliance with the Irish Takeover Rules, (i) an annual cash retainer of $50,000 for service as a Board member, (ii) an annual cash retainer of $10,000 for service as a member of the Audit Committee, and (iii) an annual equity award of restricted stock units valued at $175,000 on the date of grant, which would vest upon the earlier of (x) the first anniversary of the grant date and (y) the Company’s next annual general shareholder meeting. In addition, the Company expects to grant Mr. DeBiasi an initial equity award in connection with his appointment to the Board with a value of $262,500, one-third of which would vest on each of the first three anniversaries of the grant date.

In addition, the Company and Osmotica Holdings US LLC, a subsidiary of the Company, will enter into indemnification agreements with Mr. DeBiasi. The terms of Mr. DeBiasi’s indemnification agreements with the Company and Osmotica Holdings US LLC are described in the Company’s Registration Statement on Form S-1 (File No. 333-227357) (the “Registration Statement”) and forms of such agreements were filed as Exhibit 10.24 and Exhibit 10.25, respectively, to the Registration Statement.

A copy of the press release announcing Mr. DeBiasi’s appointment to the Board is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Osmotica Pharmaceuticals plc dated September 27, 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.

	OSMOTICA PHARMACEUTICALS PLC


Date: September 27, 2019
	By:	/s/ Andrew Einhorn
		Andrew Einhorn Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Osmotica Pharmaceuticals plc Appoints Industry Executive Michael J. DeBiasi to Board of Directors

Bridgewater, NJ, September 27, 2019 — Osmotica Pharmaceuticals plc (“Osmotica” or the “Company”) (Nasdaq: OSMT), a fully integrated biopharmaceutical company, today announced the appointment of Michael J. DeBiasi to the Company’s Board of Directors, effective as of October 1, 2019.

“We are pleased to welcome Mike to our Board of Directors. Mike has a proven track record as a successful business leader and has extensive experience building effective commercial teams and implementing appropriate Governance, Compliance, and Quality systems and processes. We look forward to his insights and guidance as we advance our key pipeline assets and make the transition to a specialty branded pharmaceuticals company,” stated Brian Markison, Chief Executive Officer.

Since December 2018, Mr. DeBiasi has held the position of CEO — Kramer Consumer Healthcare, a company focused on growing market-leading consumer healthcare brands in their respective segments. From October 2014 to November 2018, Mr. DeBiasi held positions of increasing responsibility at Bayer US, where he was Vice President and General Manager — US Nutritionals and Digestive Health. Prior to that, Mr. DeBiasi held senior positions at Merck & Co, Inc., where he was the Executive Director — US Allergy. From February 2008 to October 2011, Mr. DeBiasi served as Marketing Director for Welch Foods.

Mr. DeBiasi earned a BS in Chemical Engineering from the University of Notre Dame and an MBA in Finance and Marketing from Northwestern University, Kellogg School of Business.

About Osmotica Pharmaceuticals plc

Osmotica Pharmaceuticals plc is a fully integrated biopharmaceutical company focused on the development and commercialization of specialty products that target markets with underserved patient populations. Vertical Pharmaceuticals, LLC represents the Company’s diversified branded portfolio, and Trigen Laboratories, LLC represents the non-promoted products including complex generic formulations.

Osmotica has operations in the United States, Argentina, and Hungary.

Forward Looking Statements

This press release includes statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” The Company’s actual results may vary significantly from the results anticipated in these forward-looking statements, which can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,”

“approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, our growth plan, strategies, trends and other events, particularly relating to the development, approval and introduction of new products, FDA and other regulatory applications, approvals and actions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include the following: our ability to successfully develop or commercialize new products, or do so on a timely or cost effective basis; failures of or delays in clinical trials or other delays in obtaining regulatory approval or commencing product sales for new products; the impact of competition from both brand and generic companies; any interruption at our manufacturing facility, our warehouses or at facilities operated by third parties that we rely on for our products; our ability to develop and maintain our sales capabilities; the impact of any litigation related to allegations of infringement of intellectual property; any changes to the coverage and reimbursement levels for our products by governmental authorities and other third-party payors as a result of healthcare reform or otherwise; the impact of any changes in the extensive governmental regulation that we face; manufacturing or quality control issues that we may face; and other risks and uncertainties more fully described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018 and other filings that the Company makes with the Securities and Exchange Commission. These forward-looking statements speak only as of the time of this release and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law.

Investor and Media Relations for Osmotica Pharmaceuticals plc

Lisa M. Wilson

In-Site Communications, Inc.

T: 212-452-2793

E: lwilson@insitecony.com