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): February 1, 2018
SPERO THERAPEUTICS, INC.
(Exact Name of registrant as specified in its charter)
| Delaware | 001-38266 | 46-4590683 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
675 Massachusetts Avenue, 14 th Floor
Cambridge, Massachusetts 02139
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (857) 242-1600
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 February 1, 2018, Mr. Vikas Goyal, a member of the Board of Directors (the “Board”) of Spero Therapeutics, Inc. (the “Company”), gave notice of his decision to retire from the Board and the Audit Committee of the Board on which he serves, effective as of February 1, 2018, upon the appointment of his successor as described below. Mr. Goyal’s decision to resign from the Board is not a result of any disagreement with the Company or the Board.
On February 1, 2018, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed David P. Southwell to the Board to serve as a Class I Director for the remainder of the Class I term, which is up for reelection at the Company’s 2018 annual meeting of stockholders. The Board also appointed him to serve as a member of the Audit Committee of the Board.
Mr. Southwell served as President and Chief Executive Officer and a member of the board of directors of Inotek Pharmaceuticals Corporation, a biopharmaceutical company, from July 2014 until its merger with Rocket Pharmaceuticals, Ltd. in January 2018. From March 2010 to September 2012, Mr. Southwell served as the Executive Vice President and Chief Financial Officer, and from 2008 to 2010 served as a member of the board of directors, of Human Genome Sciences, Inc., a biopharmaceutical company. Prior to joining Human Genome Sciences, he served as Executive Vice President and Chief Financial Officer of Sepracor, Inc., a research-based pharmaceutical company, from June 1994 to March 2008, and as Sepracor’s Senior Vice President and Chief Financial Officer, from 1994 to 1995. From August 1988 until 1994 and previously from July 1984 until July 1986, Mr. Southwell was associated with Lehman Brothers Inc., a securities firm, in various positions within the investment banking division.
In addition to the directorships described above, Mr. Southwell has been a director of PTC Therapeutics, Inc., a biopharmaceutical company, since 2005 and is currently serving on its Audit and Compensation committees. During 2016 Mr. Southwell served as a director of inVentiv Health, Inc., a contract research organization prior to its recapitalization in late 2016. From 2007 to 2016, Mr. Southwell served on the board of directors of THL Credit, Inc., a Nasdaq-listed business development company under the Investment Company Act of 1940.
Mr. Southwell received a B.A. from Rice University and an M.B.A. from the Tuck School of Business at Dartmouth College, where he currently serves as a member of the Board of Overseers.
The Board has affirmatively determined that Mr. Southwell is an independent director pursuant to Nasdaq’s governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Mr. Southwell and any other person pursuant to which Mr. Southwell was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Southwell has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Southwell has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Mr. Southwell will be entitled to the standard compensation paid by the Company to all of its non-employee directors under the Company’s Non-Employee Director Compensation Policy (pro-rated as applicable to reflect the actual time Mr. Southwell will serve on the Company’s Board for the year), a copy of which is filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220858), filed by the Company on October 23, 2017.
Mr. Southwell will also enter into an indemnification agreement on the form the Company has entered into with its other non-employee directors, which form is filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-220858) filed by the Company on October 6, 2017 and is incorporated herein by reference.
A copy of our press release announcing Mr. Southwell’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits . | |
|
99.1 |
Press Release dated February 1, 2018. | |
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.
| SPERO THERAPEUTICS, INC. | ||||||
| Date: February 1, 2018 | By: | /s/ Ankit Mahadevia | ||||
| Name: | Ankit Mahadevia, M.D. | |||||
| Title: | Chief Executive Officer and President | |||||
Exhibit 99.1
Spero Announces Appointment of David P. Southwell to its Board of Directors
Broad leadership and financial expertise adds to our board’s breadth of talent and background
CAMBRIDGE, Massachusetts, February 1, 2018 — Spero Therapeutics, Inc. (Nasdaq:SPRO), a multi-asset clinical-stage biopharmaceutical company focused on identifying, developing and commercializing novel treatments for multidrug-resistant bacterial infections, announced today the appointment of David P. Southwell to its Board of Directors, effective immediately. Mr. Southwell has more than 20 years of corporate leadership and finance experience within the biotechnology and pharmaceutical sectors, most recently as the President and Chief Executive Officer at Inotek Pharmaceuticals. He is succeeding director Vikas Goyal, who has been a long-standing director of Spero since it was a private company and is making a planned transition from the Board, effective upon Mr. Southwell’s appointment.
“We are delighted to welcome David to our Board of Directors,” said Ankit Mahadevia, M.D., Chief Executive Officer of Spero Therapeutics. “David’s extensive experience building, growing, and financing clinical and commercial stage organizations will be invaluable as we continue to rapidly advance our clinical-stage pipeline and our leadership in the field of infectious disease.”
Dr. Mahadevia added, “We would also like to thank Vikas for his years of service to Spero’s Board, helping guide us during our years of growth as a private company to our next stage of growth as a publicly traded company.”
Mr. Southwell served as President and Chief Executive Officer, and member of the Board of Directors of Inotek Pharmaceuticals from July 2014 until its merger with Rocket Pharmaceuticals in January 2018. From March 2010 to October 2012, Mr. Southwell served as Executive Vice President, Chief Financial Officer of Human Genome Sciences until its merger with GlaxoSmithKline plc. Prior to Human Genome Sciences, Mr. Southwell served as Executive Vice President and Chief Financial Officer of Sepracor from 1994-2008, and as an investment banker at Lehman Brothers from 1984-1986 and 1988-1994.
“I am delighted to join Spero at this exciting time for the company,” said Mr. Southwell. “Spero’s derisked clinical pipeline offers an attractive and cost-effective treatment paradigm for the millions of patients that suffer from bacterial infections, yet are not adequately served by current therapies both outside and inside of the hospital setting. This unique mix of products positions it well for growth in the field.”
Mr. Southwell currently serves on the Board of Directors of PTC Therapeutics, since December 2005, and Rocket Pharmaceuticals since January 2018. He previously served on the Boards of Directors of Human Genome Sciences (2008-2010), THL Credit (2007-2016), inVentiv Health (2016), and Biosphere Medical (1998-2010). Mr. Southwell received a B.A. from Rice University and an M.B.A. from the Tuck School at Dartmouth College, where he has served as head of the MBA Advisory Board and currently serves on the Board of Overseers.
About Spero
Spero Therapeutics is a multi-asset, clinical-stage biopharmaceutical company focused on identifying, developing and commercializing novel treatments for multidrug-resistant (MDR) bacterial infections.
Spero is advancing SPR994, which is designed to be the first broad-spectrum oral antibiotic for use in adults to treat MDR Gram-negative infections.
Spero is also advancing its Potentiator Platform, which it believes will enable it to develop drugs that will expand the spectrum and potency of existing antibiotics, including formerly inactive antibiotics, against Gram-negative bacteria. The product candidates are two IV-administered agents, SPR741 and SPR206, designed to treat MDR Gram-negative infections in the hospital setting.
Spero is also developing SPR720, its novel oral therapy product candidate designed for the treatment of pulmonary non-tuberculous mycobacterial (NTM) infections.
For more information, visit https://sperotherapeutics.com .
Forward Looking Statements
This press release may contain forward-looking statements. These statements include, but are not limited to, statements about the initiation, timing, progress and results of the Company’s preclinical studies and clinical trials and the Company’s research and development programs, the timing of clinical data, the Company’s cash forecast and anticipated expenses and the sufficiency of the Company’s cash resources. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intent,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including whether results obtained in preclinical studies and clinical trials will be indicative of results obtained in future clinical trials; whether the Company’s product candidates will advance through the preclinical development and clinical trial process on a timely basis, or at all; whether the results of such trials will warrant submission for approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies; whether the Company’s cash resources will be sufficient to fund its continuing operations for the periods and/or trials anticipated; and other factors discussed in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 14, 2017, and risks described in other filings the Company may make with the Securities and Exchange Commission in the future. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.
Spero Investor Contact:
Sharon Klahre
Director, Investor Relations
857-242-1547
IR@sperotherapeutics.com