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 19, 2020
TIMBER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37411 | 59-3843182 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
50 Tice Blvd, Suite A26
Woodcliff Lake, NJ 07677
(Address of principal executive offices)
Registrant’s telephone number, including area code: (973) 314-9570
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 Par Value | TMBR | The NYSE American, LLC |
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 Officers. |
On August 19, 2020, Linda Broenniman submitted her resignation from the Board of Directors (the “Board”) of Timber Pharmaceuticals, Inc. (the “Company”), effective as of August 19, 2020. Ms. Broenniman did not express any disagreements with the operations, policies or practices of the Company on any matters. Ms. Broenniman was a member of the Board’s Audit Committee and Chair of the Board’s Compensation Committee.
On August 19, 2020, Michael Stocum submitted his resignation from the Board, effective as of August 19, 2020. Mr. Stocum did not express any disagreements with the operations, policies or practices of the Company on any matters. Mr. Stocum was a member of the Board’s Compensation Committee and Nominating & Corporate Governance Committee.
On August 19, 2020, David E. Cohen, 55, and Lubor Gaal, 53, were appointed to the Board as independent directors. In addition, Dr. Cohen has been appointed to serve as a member of the Board’s Audit Committee and Compensation Committee and Dr. Gaal has been appointed to serve as a member of the Board’s Nominating & Corporate Governance Committee and as Chair of the Board’s Compensation Committee.
Dr. Cohen is the Charles C. and Dorothea E. Harris Professor of Dermatology at New York University School of Medicine, where he also serves as Chief of Allergy and Contact Dermatitis, Vice Chairman of Clinical Affairs, and Director of Occupational and Environmental Dermatology. Dr. Cohen joined the NYU faculty in 1994 and his work has concentrated on cutaneous allergic and toxic reactions to exogenous and photo-reactive chemicals and the interaction of environmental stressors on the skin. Dr. Cohen received a B.S. in biomedical science from the City University of New York, an M.D. from State University of New York at Stony Brook School of Medicine and an M.P.H. in environmental science from Columbia University School of Public Health.
Dr. Gaal has been the Senior Vice President and Head of Europe of Locust Walk, a global life science transaction firm, since July 2018. Dr. Gaal has a B.Sc. in Neurobiology from the University of Sussex in the United Kingdom and a Ph.D. in Neurosciences from the University of California in Berkeley, California.
There are no family relationships between Dr. Cohen or Dr. Gaal and any director or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 8.01. | Other Events. |
On August 19, 2020, the Company issued a press release announcing the appointment of Dr. Cohen and Dr. Gaal to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibit is furnished with this report:
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated August 19, 2020. |
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SIGNATURE
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.
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Timber Pharmaceuticals, Inc. |
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| Date: August 19, 2020 | By: | /s/ John Koconis | |
| Name: | John Koconis | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
Timber Pharmaceuticals Announces Appointment of Dr. David Cohen and Dr. Lubor Gaal to Board of Directors
WOODCLIFF LAKE, NJ, August 19, 2020 -- Timber Pharmaceuticals, Inc. ("Timber" or the “Company”) (NYSE American: TMBR), a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases, today announced the appointment of David Cohen, M.D. and Lubor Gaal, Ph.D. to its board of directors.
“We continue to add expertise and talent in the areas of drug development and delivery to our team at Timber and welcome Dr. Cohen and Dr. Gaal to the Board,” said John Koconis, chief executive officer of Timber. “Dr. Cohen is a renowned dermatologist who has contributed to the development of global treatment guidelines and has played an important role in advancing research in many rare dermatologic conditions. Meanwhile, Dr. Gaal has extensive experience as a biotech entrepreneur with a successful track record in securing assets and executing licensing and partnering transactions. We look forward to working closely with both as we advance our clinical development pipeline.”
Dr. Cohen is the Charles C. and Dorothea E. Harris Professor of Dermatology at New York University School of Medicine, where he also serves as Chief of Allergy and Contact Dermatitis, Vice Chairman of Clinical Affairs, and Director of Occupational and Environmental Dermatology. He was a founding board member for the American Acne and Rosacea Society and previously served as President of the American Dermatological Association, the American Contact Dermatitis Society, the Dermatology Section of the New York Academy of Medicine, and the New York Dermatological Association. Dr. Cohen has also served on numerous boards including Kadmon, Dermira, Vyteris, and Connetics. He received a B.S. in biomedical science from the City University of New York, an M.D. from State University of New York at Stony Brook School of Medicine, and an M.P.H. in environmental science from Columbia University School of Public Health.
Dr. Gaal brings more than two decades of business development, external innovation, and licensing experience in biotechnology and biopharmaceuticals. He is currently Senior Vice President and Head of Europe for Locust Walk where he is responsible for executing licensing, M&A, and financing transactions for biopharma companies around the globe. Dr. Gaal previously served as Head of External Innovation and Licensing for Almirall and held various roles at Bristol-Myers Squibb including Head of Europe, Global Search and Business Development. He has also held executive management roles at NEURO3D, Vectron Therapeutics, Berlex Laboratories, Burrill & Company, and Sandoz. Dr. Gaal has a B.Sc. in Neurobiology from the University of Sussex and a Ph.D. in Neurosciences from the University of California.
About Timber Pharmaceuticals, Inc.
Timber Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. For more information, visit www.timberpharma.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company's product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management's current beliefs and assumptions.
These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential, "predict," "project," "should," "would" and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s Form 10-Q filed on August 18, 2020 and its other filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information, contact:
Timber Pharmaceuticals, Inc.
John Koconis
Chief Executive Officer
jkoconis@timberpharma.com
Investor Relations:
Stephanie Prince
PCG Advisory
(646) 762-4518
sprince@pcgadvisory.com
Media Relations:
Adam Daley
Berry & Company Public Relations
(212) 253-8881
adaley@berrypr.com