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 19, 2021
TIMBER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-37411
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59-3843182
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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TMBR
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The NYSE American, LLC
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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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On January 25, 2021, Timber Pharmaceuticals, Inc.
(the “Company”) announced that Alan Mendelsohn, M.D., has been appointed as the Company’s Chief Medical Officer,
effective February 4, 2021 (the “Effective Date”). In connection with Dr. Mendelsohn’s appointment,
Amir Tavakkol, Ph.D., resigned as the Company’s Chief Scientific Officer, effective February 4, 2021.
Dr. Mendelsohn, 59, is a
board-certified pediatric cardiologist with over 20 years of experience in clinical development and medical affairs. Prior to
joining the Company, he served as Associate Vice President of Dermatology Medical Affairs for Sun Pharmaceuticals Industries
Limited since December 2016. Dr. Mendelsohn has also served as Senior Director at Pfizer from November 2014
through December 2016 as well as Senior Director of Immunology Research and Development for Janssen Pharmaceuticals from
November 2006 through January 2014. He has also served in various leadership roles at Centocor Inc., a
Johnson & Johnson (NYSE: JNJ) company. Dr. Mendelsohn holds an M.D. from the State University of New York
Health Science Center at Brooklyn.
In connection with Dr. Mendelsohn’s
appointment to Chief Medical Officer, Dr. Mendelsohn accepted an offer letter (the “Offer Letter”) from the Company
on January 19, 2021. Pursuant to the Offer Letter, the Company has agreed to pay Dr. Mendelsohn: (i) a base salary
of $300,000 per year, (ii) eligibility for a bonus of up to 50% of his base salary based on company and individual targets
to be developed, and (iii) a sign-on bonus of $25,000 on the first three anniversaries of the Effective Date ($75,000 over
three years), subject to continued employment and remaining in good standing on each anniversary date. Dr. Mendelsohn is also
eligible to participate in any Company employee benefit plans and entitled to paid vacation in accordance with the Company’s
vacation policy on the same basis as other executive employees. The Offer Letter constitutes an at-will agreement.
It is intended that Dr. Mendelsohn
receive an option grant to purchase 347,991 shares of Company common stock pursuant to the Company’s 2020 Omnibus Equity
Incentive Plan, subject to Company board approvals and stockholder approval of an increase in the number of shares authorized for
issuance under the Plan at the 2021 Annual Meeting of Stockholders. The grant will vest in the following manner: 25% will vest
on the first anniversary of the grant date, and the balance of the shares underlying the options will vest in equal monthly installments
over the next three years, provided Dr. Mendelsohn continues to provide continuous services to the Company as of such vesting
date. In the event requisite approvals are not obtained, alternative incentive compensation will be negotiated in good faith.
There is no family relationship between
Dr. Mendelsohn and any director or executive officer of the Company. There are no transactions between Dr. Mendelsohn
and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The above description of the Offer Letter
does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the press release that discusses
this matter is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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: January 25, 2021
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By:
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/s/ John Koconis
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Name:
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John Koconis
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Title:
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Chief Executive Officer
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Exhibit 10.1
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50 Tice Boulevard
Suite A26
Woodcliff Lake, NJ 07677
(201) 645-4765 (tel)
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January 18, 2021
Alan Mendelsohn, MD
Subject: Employment Offer
Dear Alan,
On behalf of Timber Pharmaceuticals Inc (“Timber”
or the “Company”), I am pleased to extend to you an offer of employment for the role of Executive Vice President,
Research and Development and Chief medical Officer. This position will be located at Timber’s future headquarter offices,
with the location to be determined in New Jersey. You will report to the CEO. Your start date will be mutually determined, but
I anticipate it to be on or around February 2, 2021. I am excited about the possibility of you joining the team and helping
to build our high value medical dermatology company.
The terms of your employment offer are outlined below:
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Monthly base pay of $25,000 which, when annualized, is equivalent to $300,000 per year.
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Participation in a Performance Bonus Plan with a target of 50% of your base salary, based on company and individual achievement.
Your bonus will be based on your performance meeting mutually established individual goals and objectives to support the growth
strategy of the Company as well as the Company’s overall performance.
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Subject to the approval of the Company’s Board of Directors or its Compensation Committee and the approval of the Company’s
shareholders, you will be granted an option to purchase 347,991 shares of the common stock of Timber Pharmaceuticals, Inc.
(the “Option”) pursuant to the Timber Pharmaceuticals, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”).
The exercise price per share of the Option will be determined by the Board of Directors or the Compensation Committee when the
Option is granted and will be no less than the fair market value per share on the date of grant. The Option will be subject to
the terms and conditions of the Plan and the applicable stock option grant agreement. You will vest [in 25% of the Option
shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of
continuous service,] as described in the applicable stock option grant agreement. The effectiveness of the Option will be
further subject to approval by the Company’s shareholders of an increase in the number of shares covered by the Plan sufficient
to include the shares covered by your Option. In the event such shareholder approval is not received, your Option will be invalid
and the Company will endeavor in good faith to provide an alternative incentive of similar value.
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Sign on bonus: In attempt to help you recover some of the incentive compensation that you may be missing from your previous
employer, Timber agrees to pay you an amount of $25,000 on the first three anniversaries of your employment with Timber for a total
of $75,000 over three years. The amount will be paid subject to you being employed and in good standing on the anniversary date(s) (12
months from the agreed upon start date).
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As a regular, full-time employee of the Company, you will be eligible to participate in any Employee
Benefit Plans that the Company puts in place. It is expected that initially such benefits will include health and dental insurance,
and that additional benefits will be put in place as the Company grows. A company-wide policy on benefits, including a 401(k) plan,
will be developed as the company grows. The company will pay for 100% of the healthcare/dental and vision benefit in place at the
time.
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As a regular, full time employee of the Company you will accrue vacation and sick leave. Vacation will accrue at the rate of
1.67 days per month, or twenty (20) days per year.
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This offer of employment does not represent an employment contract.
You will be an employee at will, and just as you retain the right to resign, with or without notice or cause, Timber has the same
right with respect to termination of your employment.
If you understand and accept these terms, please sign and return
one copy of this offer letter to me.
I would love to have you join Timber and be a part of building
a great company. Should you have any questions regarding this offer, please feel free to contact me at: 973 452 8548.
Sincerely,
John Koconis
CEO
Timber Pharmaceuticals, Inc.
Agreed to and Accepted by:
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/s/ Alan Mendelsohn
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January 19,
2021
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Alan Mendelsohn
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Date
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Exhibit 99.1
Timber Pharmaceuticals Appoints Alan
Mendelsohn, M.D., as Chief Medical Officer
Dr. Mendelsohn has 20+ Years’ Experience
in Clinical Development and Medical Affairs
WOODCLIFF
LAKE, N.J., January 25, 2021 – Timber Pharmaceuticals, Inc. ("Timber" or the “Company”)
(NYSE American: TMBR), a biopharmaceutical company focused on the development and commercialization of treatments for rare and
orphan dermatologic diseases, today announced the appointment of Alan Mendelsohn, M.D., as Chief Medical Officer. Dr. Mendelsohn
assumes the roles and responsibilities of Amir Tavakkol, Ph.D., who will be stepping down as the Company’s Chief Scientific
Officer.
“We are pleased to welcome Dr. Mendelsohn
to our management team. Dr. Mendelsohn recently supported the approval and launch of a new treatment for moderate to severe plaque
psoriasis and has a deep understanding of clinical development and medical commercialization in dermatology,” said John Koconis,
Chief Executive Officer of Timber. “We also thank Dr. Tavakkol for his support in establishing a strong scientific platform
for us to build on as we advance into clinical stage research.”
Dr.
Mendelsohn is a board-certified pediatric cardiologist with more than 20 years of experience in clinical development and medical
affairs. Prior to joining Timber, he served as Associate Vice president of Dermatology Medical Affairs for Sun Pharmaceuticals
Industries. Previously Dr. Mendelsohn led the U.S. rheumatology medical affairs team for Pfizer as a Senior Director and was Senior
Director of Immunology Research and Development for Janssen where he worked on both rheumatology and dermatology indications.
He has also served in various leadership roles at Centocor, Inc., a Johnson & Johnson company. Dr. Mendelsohn holds a medical
degree from the State University of New York Health Science Center at Brooklyn.
“This is an exciting time to join
Timber as the Company continues to enroll patients in important studies for underserved dermatologic diseases including congenital
ichthyosis and facial angiofibromas in tuberous sclerosis complex,” said Dr. Mendelsohn. “I hope to use my experience
to help our Timber team successfully navigate the clinical development process through regulatory reviews and look forward to serving
patients and families living with these rare conditions. As a former practicing pediatric cardiologist, I have and will continue
to focus my passion on developing treatments for the underserved.”
About Timber Pharmaceuticals, Inc.
Timber Pharmaceuticals, Inc. is a biopharmaceutical
company focused on the development and commercialization of treatments for rare and 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
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, intellectual property rights, 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) 863-6341
sprince@pcgadvisory.com
Media Relations:
Adam Daley
Berry & Company Public Relations
(212) 253-8881
adaley@berrypr.com