UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
April 25, 2016
EYEGATE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-36672
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98-0443284
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(Commission File Number)
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(IRS Employer Identification No.)
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271 Waverley Oaks Road
Suite 108
Waltham, MA
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02452
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(Address of principal executive offices)
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(Zip Code)
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(781) 788-9043
(Registrant’s telephone number, including
area code)
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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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 April 25, 2016 (the “Effective Date”), the Compensation
Committee of the Board of Directors (the “Committee”) of EyeGate Pharmaceuticals, Inc. (the “Company”)
appointed Ryan R. Brenneman as Chief Financial Officer of the Company. Following his appointment, Mr. Brenneman serves as the Company’s
principal financial officer and principal accounting officer.
Prior
to joining EyeGate, Mr. Brenneman, age 55, served as Senior Vice President and Chief Accounting Officer at CYS Investments, Inc.,
a NYSE-listed real estate investment trust (REIT) and mortgage-backed securities asset manager, from 2014 to 2015, where he was
responsible for financial accounting, financial and SEC reporting, accounting policy and management reporting and financial analysis.
Mr. Brenneman served as a chief financial officer consultant for several clients between 2012 and 2014. Previously, he served as
Managing Director and Chief Accounting Officer at First Marblehead Corporation, a financial services company specializing in student
loan origination and securitization services, from 2011 to 2012. Mr. Brenneman also spent four years at Freddie Mac, a real estate
mortgage and securities asset manager, where he served as Controller – Multifamily Accounting from 2009 to 2011 and Controller
– Investments and Capital Markets Accounting from 2007 to 2009. He has also held senior-level finance positions at organizations
including Booz Allen Hamilton, Protiviti, Inc., InterSystems Corporation and NerveWire, Inc.
Mr. Brenneman holds a J.D. from Georgetown University, a Masters
in Accountancy from George Washington University, an M.S. in Public Policy and Administration from the London School of Economics
and an A.B. (cum laude) in Government from Bowdoin College. He is a licensed CPA in the District of Columbia and currently serves
as an Adjunct Professor of Accounting at Brandeis University.
On the Effective Date, the Company entered into an offer letter
with Mr. Brenneman. Pursuant to this letter, Mr. Brenneman will receive an annual base salary of $250,000 and is entitled to receive
a bonus of up to 30% of his annual base salary for the applicable fiscal year. Mr. Brenneman also received an option to purchase
41,732 shares of the Company’s common stock issued under the Company’s 2014 Equity Incentive Plan, which will become
exercisable with respect to one-third (1/3) of the shares on the first anniversary of the Effective Date and with respect to the
remaining shares in equal amounts during the 24 months following such anniversary, subject, in each case, to Mr. Brenneman’s
continued employment with the Company. Additionally, Mr. Brenneman will be eligible to receive an option to purchase 20,866 shares
of the Company’s common stock issued under the Company’s 2014 Equity Incentive Plan within two years of the Effective
Date based on performance, in the discretion of the Committee.
The foregoing description of Mr. Brenneman’s offer letter
is a summary and does not purport to be complete. Such description is qualified in its entirety by reference to the text of the
offer letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
There are no related party transactions between the Company
and Mr. Brenneman, and Mr. Brenneman is neither related to, nor does he have any relationship with, any existing member of the
Board or any executive officer of the Company.
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Item 7.01.
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Regulation FD Disclosure.
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On April 26, 2016, the Company announced that it will present
four poster presentations relating to the Company’s ongoing development of its proprietary cross-linked hyaluronic acid polymer
(CMHA-S) technology on May 1, 2016 at the 2016 Annual Meeting of the Association for Research in Vision and Ophthalmology (ARVO).
The Company hereby furnishes the four poster presentations as
Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01, including Exhibits
99.1, 99.2, 99.3 and 99.4, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and will not be deemed to be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it
by reference.
The information furnished in this report, including Exhibits
99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, shall not be deemed to constitute an admission that such information or exhibit is required
to be furnished pursuant to Regulation FD or that such information or exhibit contains material information that is not otherwise
publicly available. In addition, the Company does not assume any obligation to update such information or exhibit in the future.
CFO Appointment Press Release
On April 27, 2016, the Company issued a press release announcing
the appointment of Mr. Brenneman. A copy of the press release is furnished herewith as Exhibit 99.5.
ARVO Presentation Press Release
On April 26, 2016, the Company issued a press release announcing
the poster presentations at the ARVO meeting. A copy of the press release is furnished herewith as Exhibit 99.6.
The information furnished pursuant to Item 8.01, including Exhibits
99.5 and 99.6, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act and will not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that the Company specifically incorporates it by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The Company hereby files or furnishes, as applicable, the following
exhibits:
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10.1
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Offer Letter between the Company and Ryan R. Brenneman, dated as of April 25, 2016.
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99.1
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Poster Presentation of the Company.
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99.2
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Poster Presentation of the Company.
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99.3
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Poster Presentation of the Company.
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99.4
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Poster Presentation of the Company.
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99.5
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Press Release of the Company regarding CFO Appointment.
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99.6
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Press Release of the Company regarding Poster Presentations.
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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 thereunto duly authorized.
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EYEGATE PHARMACEUTICALS, INC.
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By:
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/s/ Stephen From
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Stephen From
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President and Chief Executive Officer
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Date: April 29, 2016
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Exhibit Index
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10.1
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Offer Letter between the Company and Ryan R. Brenneman, dated as of April 25, 2016.
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99.1
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Poster Presentation of the Company.
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99.2
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Poster Presentation of the Company.
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99.3
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Poster Presentation of the Company.
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99.4
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Poster Presentation of the Company.
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99.5
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Press Release of the Company regarding CFO Appointment.
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99.6
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Press Release of the Company regarding Poster Presentations.
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Exhibit 10.1
271 Waverly Oaks Road, Suite 108
Waltham, MA 02452
April 25, 2016
Ryan R. Brenneman, CPA, JD
Dear Ryan:
Eyegate Pharmaceuticals, Inc. (the "
Company
")
is pleased to offer you employment with
a
start date as of April 25, 2015 (the "
Start Date
").
Your
role shall be to serve as Chief Financial Officer (CFO) of the Company. This letter is intended to summarize some of the terms
of your employment. We refer you to the policies, plans and practices of the Company for more details on the terms and conditions
of your employment.
Your employment is considered "at will";
both you and the Company have the right to terminate your employment at any time for any reason. This letter does not constitute,
and shall not be construed as, creating a contract or promise of employment for any set period of time.
You will report to Stephen From, the President and CEO of
the Company, and will be responsible for all tasks attendant to the role of CFO of an R&D stage specialty pharmaceutical
company, including but not limited to managing the financial statements, SEC reporting, audit of the financial statements,
internal controls and Sarbanes-Oxley compliance, accounting function management including budgets and forecasts and financial
strategy of the Company, and duties assigned to you by the CEO from time to time.
Your starting base salary is expected to be $9,615.39 every
two weeks (which annualizes to $250,000), less applicable withholdings and deductions. In addition, you will be eligible to earn
an incentive bonus/commission based on goals set by the Company shortly after your Start Date, with an annual target of up to thirty
percent 30% of your base salary. You will also be eligible to receive Incentive Stock Options to purchase 20,866 shares of the
Company's common stock within two years following the Start Date based on an evaluation of your performance, with such evaluation
and the timing of such award to be determined in the sole discretion of the Compensation Committee of the Board of Directors.
In addition to the base salary and bonus
opportunity, subject to approval by the Compensation Committee of the Board of Directors, you will be granted Incentive Stock
Options to purchase 41,732 shares of the Company's common stock (the "
Options
"),
effective upon the
date of the next meeting of such committee after the date on which your employment with the Company commences (the
"
Grant Date
").
The Options will vest based on your continued employment with the Company as follows:
(a) one-third (1/3) of the shares subject the Options shall vest on the first anniversary of the Grant Date; provided
however, that upon a Change of Control occurring prior to the first anniversary of the Grant Date, a pro rata amount of such
shares calculated monthly based on the number of months passed since the Grant Date shall vest and become exercisable in full
upon such Change of Control (no partial vesting shall occur for partial months); and (b) thereafter, one twenty-fourth (1/24)
of the remaining shares on the last day of each of the twenty-four (24) consecutive months commencing with the month next
following the first anniversary of the Grant Date. The Options shall, in all events, be subject to the terms of the Company's
2014 Equity Incentive Plan (the "
Plan
"). "
Change or Control
" means (a) the closing
of any merger or consolidation of the Company with any other unrelated person or entity, or (b) the sale of all or
substantially all of the assets of the Company to another unrelated person or entity, or (c) the sale of more than fifty
percent (50%) of the total fair market value or total voting power of the stock of the Company to an unrelated party, such
that, in each case, the transaction has been approved by the Company's stockholders, and in which the stockholders of the
Company immediately prior to such merger, consolidation or sale shall, immediately after such merger, consolidation or sale,
own less than fifty percent (50%) of the issued and outstanding capital stock of the person or entity that is the
surviving company of any such merger or consolidation, or the acquirer in the case of any such sale of all or substantially
all of the assets of the Company. In the event of a discrepancy between an option award and this offer letter, the terms of
this offer letter shall prevail.
You will be eligible to participate in fringe benefit
plans as may be generally available to other Company employees. Policies applicable to other employees of the Company shall also
be applicable to you. Initially, this will include eligibility to participate in the Company's group health plan, reimbursement
for Company approved travel (in accordance with the Company's expense reimbursement policies), and accrual of up to twenty (20)
days per year of paid vacation time (accrued and useable in accordance with the Company's vacation policies). Vacation days stop
accruing after reaching the maximum allowable accrual for the year, after which time no vacation time will be accrued until used.
Employment with the Company is contingent on verification
of eligibility to work. Due to the Immigration Reform and Control Act of 1986, all employees hired after November 6, 1986, must
provide verification of employment eligibility prior to commencement of employment. We will need you to provide proper identification
on within the first three (3) days of work so that we can verify your employment eligibility. Your employment is also contingent
on your execution of the Company's standard Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement, a
copy of which is attached for your review and signature. Please sign and return the Employee Nondisclosure, Noncompetition, Nonsolicitation
and Inventions Agreement on or before your first day of employment.
Additionally, you represent that you are not subject
to and will not be subject to any agreements, restriction or obligations, including any noncompetition agreements or restrictions
or any nondisclosure or confidentiality agreement or restrictions, which prevent you from performing (or in any other way adversely
impact your ability to perform), your employment duties on behalf of the Company. Whether or not you are bound by the terms of
any such agreements, you agree that during your employment with the Company, you will not disclose or use, or induce anyone at
the Company to use, any confidential, proprietary or trade secret information or material belonging to any former employer or other
person or entity.
The terms set forth herein shall not be modified
except pursuant to a written agreement signed by both parties. This letter is governed by Massachusetts law.
[Remainder of page
left blank intentionally]
We look forward to your contributions towards the
growth of the Company.
Sincerely,
Eyegate Pharmaceuticals, Inc.
By:
/s/ Stephen From
Name: Stephen From
Its: President and CEO
Receipt acknowledged:
/s/ Ryan R. Brenneman, CPA, JD
April
25, 2016
Ryan R. Brenneman, CPA, JD
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 99.4
Exhibit 99.5
EyeGate Pharma Appoints
Ryan R. Brenneman as Chief Financial Officer
WALTHAM, Mass., April 27, 2016 — EyeGate
Pharmaceuticals, Inc. (NASDAQ:EYEG) (“EyeGate” or the “Company”), a specialty pharmaceutical company that
focuses on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye, today announced
the appointment of Ryan R. Brenneman, CPA, JD, as its Chief Financial Officer, effective April 25, 2016. Mr. Brenneman will lead
the Company’s financial and administrative operations.
“Ryan has a unique skill set and a wealth
of public company experience, qualities we believe will be instrumental to EyeGate as we continue to advance both EGP-437 and our
recently acquired cross linked hyaluronic acid (CMHA-S) platform technology for the treatment of ophthalmic disorders,” said
Stephen From, President and Chief Executive Officer of EyeGate Pharmaceuticals. “He has significant expertise in financial
reporting and controls, governance and regulatory matters which will be valuable to us as we grow and advance the Company. I am
confident that his experience and contributions will have a significant impact on EyeGate’s success.”
Mr. Brenneman has 18 years of proven experience
in finance, corporate affairs, accounting and management at public and private companies in a range of industries including financial
services, real estate, management consulting and technology. Prior to joining EyeGate, Mr. Brenneman served as Senior Vice President
and Chief Accounting Officer at CYS Investments, Inc., a NYSE-listed real estate (REIT) and mortgage-backed securities asset manager,
where he was responsible for financial accounting, financial and SEC reporting, accounting policy and management reporting and
financial analysis. Previously, he was Managing Director and Chief Accounting Officer at First Marblehead Corporation, a financial
services company specializing in student loan origination and securitization services. He spent over four years at Freddie Mac,
a real estate mortgage and securities asset manager, where he served as Controller – Multifamily Accounting and Controller
– Investments and Capital Markets Accounting. He has also held senior-level finance positions at organizations including
Booz Allen Hamilton, Protiviti, Inc., InterSystems Corporation and NerveWire, Inc. and has served as an Independent CFO Consultant
to several companies in the Boston area.
Mr. Brenneman holds a J.D. from Georgetown University,
a Masters in Accountancy from George Washington University, an M.S. in Public Policy and Administration from the London School
of Economics and an A.B. (cum laude) in Government from Bowdoin College. He is a licensed CPA in the District of Columbia, and
currently serves as an Adjunct Professor of Accounting at Brandeis University.
“I am proud to become a part of the dynamic
team at EyeGate and help lead the Company to a new level of development. With the second Phase 3 trial of EGP-437 in uveitis ongoing,
and having recently completed the acquisition of Jade Therapeutics, this is truly an exciting time for the Company,” added
Mr. Brenneman. “I look forward to contributing to the Company’s future success as we work toward our goal of bringing
to market novel therapies for patients suffering from diseases of the eye.”
About EyeGate:
EyeGate is a clinical-stage specialty pharmaceutical company
that is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. EGP-437,
the Company’s lead product candidate, incorporates a reformulated topically active corticosteroid, Dexamethasone Phosphate
that is delivered into the ocular tissues through EyeGate’s proprietary innovative drug delivery system, the EyeGate®
II Delivery System. In addition to EGP-437 and the EyeGate® II Delivery System, the Company is developing several preclinical
candidates based on a proprietary Cross-Linked Hyaluronic Acid (CMHA-S) platform. The lead product based on this platform, JDE-003,
is expected to enter clinical trials for the repair of corneal epithelial defects in late 2016. For more information, please visit
www.EyeGatePharma.com.
Safe Harbor Statement:
Some of the statements in this press release
are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform
Act of 1995. These “forward-looking” statements include statements relating to, among other things, the commercialization
efforts and other regulatory or marketing approval efforts pertaining to EyeGate’s products, including EyeGate’s EGP-437
combination product, and those of Jade Therapeutics, Inc., a wholly owned subsidiary of EyeGate, as well as the success thereof,
with such approvals or success may not be obtained or achieved on a timely basis or at all. These statements involve risks and
uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among
other things, certain risk factors described under the heading “Risk Factors” contained in EyeGate’s Annual Report
on Form 10-K filed with the SEC on March 30, 2016, or described in EyeGate’s other public filings. EyeGate’s results
may also be affected by factors of which EyeGate is not currently aware. The forward-looking statements in this press release speak
only as of the date of this press release. EyeGate expressly disclaims any obligation or undertaking to release publicly any updates
or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions
or circumstances on which any such statement is based.
Contact:
Lee Roth / Joseph Green
The Ruth Group for EyeGate Pharmaceuticals
646-536-7012 / 7013
lroth@theruthgroup.com / jgreen@theruthgroup.com
Exhibit 99.6
EyeGate Pharma to Present
Four Posters at ARVO 2016 Annual Meeting Supporting Development of CMHA-S
WALTHAM, Mass., April 26, 2016
— Eyegate Pharmaceuticals, Inc. (NASDAQ:EYEG) (“EyeGate” or the “Company”), a specialty pharmaceutical
company that focuses on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye,
today announced that four abstracts supporting the ongoing development of its proprietary technology cross-linked hyaluronic acid
polymer (CMHA-S) have been accepted for poster presentation at
the upcoming 2016 Annual Meeting of the Association for Research
in Vision and Ophthalmology (ARVO)
being held May 1-5, 2016 in Seattle, WA.
Barbara Wirostko M.D., Chief Medical Officer
of EyeGate, commented, “We are excited to present these data at ARVO, one of the preeminent events in the ophthalmic space.
We believe the CMHA-S platform has significant potential across a range of ophthalmic indications. The results of these preclinical
studies reinforce this belief and support the further evaluation of this technology. Our development programs are on-track, and
we look forward to initiating a clinical trial of our lead CMHA-S asset, JDE-003, later this year.”
Logistical details for the four posters are
as follows:
Poster 910 – D0272: Safety and efficacy
of a novel cross-linked hyaluronic acid polymer (CMHA-S), JDE-003, for increasing the healing rate in corneal ulcers
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Presenting Author:
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David Williams DVM & Brenda Mann PhD
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Poster Session:
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Corneal Regenerative Medicine. Session # 144
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Date, Time:
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Sunday, May 1; 1:30 PM – 3:15 PM PT
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Location:
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Exhibit / Poster Hall, Posterboard D0272
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Poster 1124 – B0296: Crosslinked carboxymethylated
hyaluronic acid (CMHA-S)-based ocular sustained delivery of antibiotics
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Presenting Author:
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Hee-Kyoung Lee PhD
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Poster Session:
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New drugs
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Date, Time:
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Sunday, May 1; 3:15 PM- 5:00 PM PT
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Location:
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Exhibit / Poster Hall, Posterboard B0296
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This abstract has also been selected for a poster
competition, being held Tuesday, May 3 from 1:00-2:30 PM in Room 2AB
Poster 1127 – B0299: Design optimization
to improve retention of a carboxymethylated hyaluronic acid (CMHA-S) drug delivery device
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Presenting Author:
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Jourdan Colter and Brittany Coats PhD
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Poster Session:
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New drugs
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Date, Time:
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Sunday, May 1; 3:15 PM – 5:00 PM PT
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Location:
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Exhibit / Poster Hall, Posterboard B0299
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Poster 1265 – D0213: Human growth hormone
released from a biocompatible hyaluronic acid biomaterial modulates wound healing in an in vivo corneal chemical burn model
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Presenting Author:
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CPT Gina Griffith PhD
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Poster Session:
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Corneal Wound Repair and Healing
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Date, Time:
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Sunday, May 1; 3:15 PM – 5:00 PM PT
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Location:
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Exhibit / Poster Hall, Posterboard D0213
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About EyeGate:
EyeGate is a clinical-stage specialty pharmaceutical company
that is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. EGP-437,
the Company’s lead product candidate, incorporates a reformulated topically active corticosteroid, Dexamethasone Phosphate
that is delivered into the ocular tissues through EyeGate’s proprietary innovative drug delivery system, the EyeGate®
II Delivery System. In addition to EGP-437 and the EyeGate® II Delivery System, the Company is developing several preclinical
candidates based on a proprietary Cross-Linked Hyaluronic Acid (CMHA-S) platform. The lead product based on this platform, JDE-003,
is expected to enter clinical trials for the repair of corneal epithelial defects in late 2016. For more information, please visit
www.EyeGatePharma.com.
Safe Harbor Statement:
Some of the statements in this press release
are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform
Act of 1995. These “forward-looking” statements include statements relating to, among other things, the commercialization
efforts and other regulatory or marketing approval efforts pertaining to EyeGate’s products, including EyeGate’s EGP-437
combination product, and those of Jade Therapeutics, Inc., a wholly owned subsidiary of EyeGate, as well as the success thereof,
with such approvals or success may not be obtained or achieved on a timely basis or at all. These statements involve risks and
uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among
other things, certain risk factors described under the heading “Risk Factors” contained in EyeGate’s Annual Report
on Form 10-K filed with the SEC on March 30, 2016, or described in EyeGate’s other public filings. EyeGate’s results
may also be affected by factors of which EyeGate is not currently aware. The forward-looking statements in this press release speak
only as of the date of this press release. EyeGate expressly disclaims any obligation or undertaking to release publicly any updates
or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions
or circumstances on which any such statement is based.
Contact:
Lee Roth / Joseph Green
The Ruth Group for Eyegate Pharmaceuticals
646-536-7012 / 7013
lroth@theruthgroup.com / jgreen@theruthgroup.com