SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or other jurisdiction
50 Tice Blvd, Suite A26
Woodcliff Lake, NJ 07677
(Address of principal executive offices)
Registrant’s telephone number, including area code: (973) 314-9570
(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 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.
|10.1||Offer Letter, dated January 19, 2021, between the Company and Alan Mendelsohn, M.D.|
|99.1||Press Release, dated January 25, 2021|
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.
|Timber Pharmaceuticals, Inc.|
|Date: January 25, 2021||By:||/s/ John Koconis|
|Title:||Chief Executive Officer|
50 Tice Boulevard
Woodcliff Lake, NJ 07677
(201) 645-4765 (tel)
January 18, 2021
Alan Mendelsohn, MD
Subject: Employment Offer
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:
|·||Monthly base pay of $25,000 which, when annualized, is equivalent to $300,000 per year.|
|·||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.|
|·||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.|
|·||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).|
|·||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.|
|·||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.|
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.
Timber Pharmaceuticals, Inc.
Agreed to and Accepted by:
|/s/ Alan Mendelsohn||January 19, 2021|
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.
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.
Chief Executive Officer
Berry & Company Public Relations