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 9, 2020 (April 6, 2020)

 

 

BIOSPECIFICS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-34236   11-3054851

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2 Righter Parkway

Delaware Corporate Center II

Wilmington, DE

  19803
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 516.593.7000

35 Wilbur Street

Lynbrook, NY 11563

(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 (see General Instruction A.2. below):

 

☐

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, Par Value $0.001   BSTC   Nasdaq Global Market

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.  ☐

 

 

 

Introductory Comment

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Interim Chief Executive Officer and Director

On April 9, 2020, the Company announced that the Board of Directors (the “Board”) of the Company appointed Mr. Joseph Truitt as the Interim Chief Executive Officer of the Company and as a Class I member of the Board, effective as of April 6, 2020 (the “Effective Date”). Mr. Truitt will serve in such capacity on an interim basis pending an executive search being conducted by the Company. A copy of the related press release issued by the Company is filed as an exhibit to this report. Additional information regarding Mr. Truitt’s appointment to the Board is provided below under “Election of Directors.”

Mr. Truitt, 55, previously served as the President and Chief Executive Officer of Achillion Pharmaceuticals, Inc. (Nasdaq: ACHN) (“Achillion”), a clinical-stage biopharmaceutical company that discovers, develops, and commercializes small molecule drug therapies for immune system disorders. Prior to his appointment as President and Chief Executive Officer in 2018, Mr. Truitt served in a number of various positions at Achillion, including Executive Vice President, Chief Operations Officer (2017 to 2018) and Executive Vice President, Chief Commercial Officer (2009 to 2017). Before joining Achillion, from 2006 to 2008, Mr. Truitt was the Vice President, Business Development and Product Strategy of Lev Pharmaceuticals, Inc. and, from 2000 to 2006, he served as Vice President, Sales and Operations of Johnson & Johnson – OraPharma, Inc. Prior to this, he spent nine years at TAP Pharmaceuticals Inc. in a variety of sales and marketing roles before a two-year role as a consultant at IMS Health. Mr. Truitt received his B.S. in Marketing from LaSalle University and his M.B.A. from St. Joseph’s University. Mr. Truitt previously was a Captain in the United States Marine Corps.

In connection with his appointment as Interim Chief Executive Officer, the Company entered into a letter agreement as of the Effective Date with Mr. Truitt (the “Employment Agreement”) setting forth the terms of Mr. Triutt’s employment and compensation. Pursuant to the Employment Agreement, the term of Mr. Truitt’s employment (the “Term”) will continue until the earlier of (a) three months after his start date and (b) the date on which a permanent Chief Executive Officer commences employment with the Company; provided, however, Mr. Truitt’s employment is at-will and may be terminated prior to the occurrence of either (a) or (b). For his service during the Term, Mr. Truitt will receive a base salary of $250,000, pro-rated on a monthly basis. Mr. Truitt also will be eligible to participate in the employee benefits and insurance programs that generally are provided by the Company to its employees. In connection with his appointment, Mr. Truitt entered into a Confidentiality and Inventions Assignment Agreement in favor of the Company.

Departure of Chief Executive Officer and Director

On the Effective Date, the Company and Mr. J. Kevin Buchi mutually agreed that Mr. Buchi would step down as Chief Executive Officer and as a director of the Company, effective immediately. Pursuant to the terms of Mr. Buchi’s employment agreement with the Company, Mr. Buchi is entitled to receive continued payments of his base salary for one year following the Effective Date and reimbursement of COBRA premiums for a one-year period, subject to Mr. Buchi’s execution and non-revocation of a general release in favor of the Company.

Election of Directors

On the Effective Date, following Mr. Buchi’s departure from the Company, the Board voted unanimously to increase the size of the Board from six to eight members in order to appoint Corey Fishman and Michael A. Sherman to serve as directors of the Board. A copy of the related press release issued by the Company is filed as an exhibit to this report. As disclosed above, Mr. Truitt also was appointed as a director in connection with his appointment as Interim Chief Executive Officer.

Messrs. Truitt and Fishman were appointed as Class I directors, to hold office for terms that are scheduled to expire on the date of the 2021 Annual Meeting of Stockholders. Mr. Sherman was appointed as a Class II director, to hold office for a term that is scheduled to expire on the date of the 2022 Annual Meeting of Stockholders. Additionally, the Board appointed each of Messrs. Fishman and Sherman to serve on the Audit Committee of the Board; Mr. Fishman also was designated as a member of the Intellectual Property Committee of the Board.

As of the Effective Date, Messrs. Fishman and Sherman will be compensated pursuant to the Company’s outside director compensation policy, under which each of Messrs. Fishman and Sherman will receive an annual cash retainer of $45,000 and a grant of restricted stock units equaling $115,000 in value, which grant will vest one year from the date of grant. Mr. Fishman also will receive committee retainers aggregating $30,000 annually for his service on the Audit Committee and Intellectual Property Committee; Mr. Sherman will receive a committee retainer of $15,000 annually for his service on the Audit Committee. During the period in which he is serving as Interim Chief Executive Officer, Mr. Truitt will not receive any additional compensation for his service as a director.

The press release issued by the Company on April 9, 2020 announcing these changes is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release dated April 9, 2020 Relating to Interim CEO
99.2    Press Release dated April 9, 2020 Relating to Board Appointments

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 hereunto duly authorized.

 

BioSpecifics Technologies Corp.
By:  

/s/ Carl A. Valenstein

  Carl A. Valenstein
  Corporate Secretary

Dated: April 9, 2020

Exhibit 99.1

LOGO

BioSpecifics Appoints Joseph Truitt as Interim Chief Executive Officer

WILIMINGTON, DE – April 9, 2020 – BioSpecifics Technologies Corp. (NASDAQ: BSTC), a biopharmaceutical company that originated and continues to develop collagenase-based therapies with a first-in-class collagenase-based product marketed as XIAFLEX® in North America, today announced that the Board of Directors has appointed Joseph Truitt as interim Chief Executive Officer. He will also serve on the Company’s Board of Directors. Mr. Truitt succeeds J. Kevin Buchi, who served as CEO since October 2019, and has departed the company.

“We are delighted to have Joe on board and believe he will play a major role in helping to shape the future of BioSpecifics. Joe is a highly experienced biopharma executive with a strong track record of clinical, commercial, and operational leadership. The Board of Directors remains strongly focused on its corporate strategy of fully maximizing near- and long-term sustainable value creation, including full exploration of opportunities within the CCH portfolio of commercial and pipeline assets, as well as identifying external strategic opportunities. We believe BioSpecifics is poised for a new leg of growth bolstered by strong fundamentals,” said Jennifer Chao, Chairman of the Board of Directors. “As we continue on this path, we would like to thank Kevin for what he accomplished during his tenure with the company and wish him well in his future endeavors.”

Prior to joining BioSpecifics, Mr. Truitt was most recently Chief Executive Officer of Achillion Pharmaceuticals, Inc. since May 2018. He joined the company in 2009 and had previous roles of Chief Operations Officer and Chief Commercial Officer. Under his leadership, the company was acquired by Alexion Pharmaceuticals, Inc. for $1.2 billion.

 

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Mr. Truitt joined Achillion from Viropharma, Inc. following its acquisition of Lev Pharmaceuticals. At Lev, Mr. Truitt was most recently Vice President of Business Development and Product Strategy and led the build out of the commercial team and infrastructure in preparation for product launch. Mr. Truitt joined Lev from Johnson & Johnson, where he was Vice President of Sales and Operations and directed commercial operations and had P&L responsibility for sales, operations and national accounts at the company’s OraPharma subsidiary. Mr. Truitt holds a BS degree in Marketing from LaSalle University, Philadelphia, and an MBA degree from St. Joseph’s University, Philadelphia.

“I am excited to take on the role of interim CEO of BioSpecifics. There are very significant value creation opportunities and I look forward to working closely with the Board of Directors and team to fully execute on the Company’s clearly defined corporate objectives,” said Joseph Truitt, interim Chief Executive Officer.

About BioSpecifics Technologies Corp.

BioSpecifics Technologies Corp. (BioSpecifics) is a commercial-stage biopharmaceutical company. The company discovered and developed a proprietary form of injectable collagenase (CCH) which is currently marketed by BioSpecifics’ partner, Endo International plc (Endo), as XIAFLEX® in North America for the treatment of Dupuytren’s contracture and Peyronie’s disease. Endo expects a commercial approval in the second half of 2020 for a third CCH indication, cellulite, subject to U.S. Food and Drug Administration approval. The CCH research and development pipeline includes several additional potential indications; adhesive capsulitis, plantar fibromatosis and uterine fibroids. For more information, please visit www.biospecifics.com.

Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s strategy, future operations, future financial position, future

 

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revenues, projected costs, prospects, plans and objectives of management, shareholder value, expected revenue growth, future strategic opportunities, the effect of recent management and board leadership changes, and the assumptions underlying or relating to such statements, are “forward-looking statements.” In some cases, these statements can be identified by forward-looking words such as “expect,” “plan,” “anticipate,” “potential,” “estimate,” “can,” “will,” “continue,” the negative or plural of these words, and other similar expressions. These forward-looking statements are predictions based on our current expectations and our projections about future events and various assumptions. There can be no assurance that we will realize our expectations or that our beliefs will prove correct. There are a number of important factors that could cause BioSpecifics’ actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to: the timing of regulatory filings and action; the ability of Endo to achieve its objectives for XIAFLEX®; the market for XIAFLEX® in, and timing, initiation and outcome of clinical trials for, additional indications, which will determine the amount of milestone, royalty, mark-up on cost of goods sold, license, and sublicense income that BioSpecifics may receive; the potential of XIAFLEX® to be used in additional indications; Endo modifying its objectives or allocating resources other than to XIAFLEX®; the impacts of the COVID-19 pandemic; and other risk factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”), specifically in Part I, Item IA under the heading “Risk Factors” of the 2019 Annual Report and risk factors identified in our other filings with the Securities and Exchange Commission. All forward-looking statements included in this report are made as of the date hereof, are expressly qualified in their entirety by the cautionary statements included in this report and, except as may be required by law, we assume no obligation to update these forward-looking statements.

Contact:

Stern Investor Relations, Inc.

Sarah McCabe

212-362-1200

sarah.mccabe@sternir.com

 

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Exhibit 99.2

LOGO

BioSpecifics Appoints Mike Sherman and Corey Fishman to Board of Directors

WILIMINGTON, DE – April 9, 2020 – BioSpecifics Technologies Corp. (NASDAQ: BSTC), a biopharmaceutical company that originated and continues to develop collagenase-based therapies with a first in class collagenase-based product marketed as XIAFLEX® in North America, today announced that its Board of Directors appointed Mike Sherman and Corey Fishman to serve as Independent Directors, effective immediately. Mike Sherman and Corey Fishman will both join the Board’s Audit Committee, with Mr. Sherman serving as an “audit committee financial expert.” Corey Fishman will also join the Intellectual Property Committee.

“Mike and Corey both bring tremendous operational and functional insight, as well as industry and business acumen, to the BioSpecifics Board of Directors and we are so pleased to have them join us as we continue to unlock value creating opportunities for the CCH portfolio of commercial and pipeline assets, and as we identify external strategic opportunities. We believe our newest members will make significant contributions to the future outlook of the Company,” said Jennifer Chao, Chairman of the Board of Directors.

Mike Sherman is currently Chief Executive Officer of Chimerix, Inc. Before joining the Chimerix in 2019, he served as Chief Executive Officer of Endocyte, Inc. prior to its $2.1 billion acquisition by Novartis in 2018. Mr. Sherman repositioned the company by re-prioritizing the pipeline, acquiring an external asset for the treatment of advanced prostate cancer, and aggressively executing a Phase 3 regulatory and clinical strategy.

 

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He joined the company in 2006 as Chief Financial Officer, was named Chief Operating Officer in 2014 and was instrumental in Endocyte’s initial public offering and four subsequent financings. Prior to joining Endocyte, Mr. Sherman served in various executive roles at Guidant Corporation, a cardiovascular device manufacturer acquired by Boston Scientific Corporation. These roles covered a breadth of functional areas including strategic planning, commercial operations in the US and Europe, and business development. Mr. Sherman holds a B.A. in economics from DePauw University and an M.B.A. from the Amos Tuck School of Business at Dartmouth, graduating as a Tuck Scholar. Mr. Sherman currently serves as Chairman of the Board of Trustees for the Children’s Museum of Indianapolis. He also served on the Board of Directors at Mead Johnson Nutrition until the company’s acquisition by Reckitt Benckiser.

Corey Fishman has served as Chief Executive Officer and Director of Iterum Therapeutics plc, a publicly-traded biopharmaceutical company, since he founded the company in 2015. From 2010 to 2015, he served as Chief Financial Officer and Chief Operating Officer of Durata Therapeutics, Inc., a pharmaceutical company, where he managed a successful initial public offering and secondary offering, and led the negotiation and sale of Durata to Actavis plc. Prior to Durata, Mr. Fishman served as Chief Financial Officer of Ganic Pharmaceuticals, Inc., a pharmaceutical company, and served in several other leadership roles, including Chief Financial Officer, at Meda Pharmaceuticals, formerly MedPointe. Mr. Fishman holds a B.A. in Economics from the University of Illinois at Urbana-Champaign and an M.S.M. in Finance from Purdue University. Mr. Fishman currently serves as Chair of the Audit Committee of the Board of Directors of Momenta Pharmaceutics, Inc.

About BioSpecifics Technologies Corp.

BioSpecifics Technologies Corp. (BioSpecifics) is a commercial-stage biopharmaceutical company. The company discovered and developed a proprietary form of injectable collagenase (CCH) which is currently marketed by BioSpecifics’

 

2

partner, Endo International plc (Endo), as XIAFLEX® in North America for the treatment of Dupuytren’s contracture and Peyronie’s disease. Endo expects a commercial approval in the second half of 2020 for a third CCH indication, cellulite, subject to U.S. Food and Drug Administration approval. The CCH research and development pipeline includes several additional potential indications; adhesive capsulitis, plantar fibromatosis and uterine fibroids. For more information, please visit www.biospecifics.com.

Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, shareholder value, expected revenue growth, future strategic opportunities, the effect of recent management and board leadership changes, and the assumptions underlying or relating to such statements, are “forward-looking statements.” In some cases, these statements can be identified by forward-looking words such as “expect,” “plan,” “anticipate,” “potential,” “estimate,” “can,” “will,” “continue,” the negative or plural of these words, and other similar expressions. These forward-looking statements are predictions based on our current expectations and our projections about future events and various assumptions. There can be no assurance that we will realize our expectations or that our beliefs will prove correct. There are a number of important factors that could cause BioSpecifics’ actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to: the timing of regulatory filings and action; the ability of Endo to achieve its objectives for XIAFLEX®; the market for XIAFLEX® in, and timing, initiation and outcome of clinical trials for, additional indications, which will determine the amount of milestone, royalty, mark-up on cost of goods sold, license, and sublicense income that BioSpecifics may receive; the potential of XIAFLEX® to be used in additional indications; Endo modifying its objectives or allocating resources other than to XIAFLEX®; the impacts of the COVID-19 pandemic; and other risk factors identified in the Company’s Annual Report on Form 10-K for the

 

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year ended December 31, 2019 (the “2019 Annual Report”), specifically in Part I, Item IA under the heading “Risk Factors” of the 2019 Annual Report and risk factors identified in our other filings with the Securities and Exchange Commission. All forward-looking statements included in this report are made as of the date hereof, are expressly qualified in their entirety by the cautionary statements included in this report and, except as may be required by law, we assume no obligation to update these forward-looking statements.

Contact:

Stern Investor Relations, Inc.

Sarah McCabe

212-362-1200

sarah.mccabe@sternir.com

 

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