AERIE PHARMACEUTICALS INC false 0001337553 0001337553 2022-03-15 2022-03-15

 

 

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): March 15, 2022

 

 

Aerie Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36152   20-3109565

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

4301 Emperor Boulevard, Suite 400

Durham, North Carolina 27703

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (919) 237-5300

 

 

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 per share   AERI   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. ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2022, Aerie Pharmaceuticals, Inc. (the “Company”), announced that the Board of Directors of the Company (the “Board”) has completed its search for a new chief financial officer and appointed Peter Lang to serve as Chief Financial Officer of the Company. Mr. Lang is expected to join the Company on March 18, 2022 (the “Start Date”) and will serve in the capacity as the Company’s principal financial officer, succeeding Raj Kannan, the Company’s Chief Executive Officer, in such capacity.

Prior to joining the Company, Mr. Lang, age 50, served as a Managing Director and Partner at Ridge Advisory, LLC, an advisory, investment banking and consulting firm, from February 2018 to March 2022. Mr. Lang has over 25 years of experience as a finance executive, including serving as Managing Director, Head of Healthcare Banking at Chardan Capital Markets, LLC from October 2018 to March 2019 and as Managing Director, Head of U.S. and North America Healthcare Advisory and Investment Banking at HSBC Securities (USA) Inc. from January 2016 to January 2018. Mr. Lang received dual degrees, Bachelor of Science and Bachelor of Arts, from The University of Pennsylvania, Wharton School of Business and School of Arts & Sciences and a M.B.A. from The University of Chicago, Booth School of Business.

There are no family relationships between Mr. Lang and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On March 15, 2022, in connection with Mr. Lang’s appointment, the Company entered into an employment agreement with Mr. Lang (the “Lang Employment Agreement”) setting forth the terms of his service and compensation. The Lang Employment Agreement provides for the following material terms:

 

  •  

An initial term which will commence on the Start Date and will expire on March 18, 2025 (the “Initial Term”), with automatic extensions for successive one (1) year periods thereafter, unless either party provides written notice of non-renewal at least 90 days prior to the end of the applicable term;

 

  •  

An annual base salary of $450,000 payable in accordance with regular payroll practices and eligibility to receive a target annual bonus equal to 50% of his base salary, with the actual amount of the annual bonus to be determined by the Board (or the Compensation Committee of the Board (the “Committee”)) based on achievement of the relevant performance goals to be determined by the Board or the Committee. Mr. Lang’s base salary may be increased annually at the discretion of the Board or Committee, and may be decreased only in connection with an overall reduction in executive salaries;

 

  •  

Grants of equity awards under the Company’s Inducement Award Plan, to be granted on the Start Date, with an approximate aggregate grant date fair market value equal to $1,400,000, 50% of which will be in the form of stock options to purchase shares of the Company’s common stock, 25% of which will be in the form of service-vesting restricted stock and 25% of which will be in the form of performance-vesting restricted stock. The stock option grant will each vest 25% on the one-year anniversary of the date of grant and in 36 monthly installments thereafter. Restricted stock subject to service-based vesting will vest on the first four annual anniversaries of the date of grant. The performance-vesting restricted stock will be subject to the same vesting conditions as applicable for other executive officers for March 2022 grants as approved by the Board. Each award will be subject to the terms of the Company’s Inducement Award Plan and an individual award agreement; and

 

  •  

Mr. Lang is eligible to participate in the standard benefit programs for senior executives.

In addition, consistent with the terms of other senior executives’ employment agreements with the Company, the Lang Employment Agreement provides for covenants of (i) non-disclosure of confidential information during the employment term and thereafter and (ii) non-solicitation of employees and noninterference with customers, clients, vendors, and other business contacts during the employment term and for a period of 12 months thereafter.

In the event of a termination of Mr. Lang’s employment (i) by the Company without Cause, (ii) by Mr. Lang for Good Reason (as such terms are defined the Lang Employment Agreement) or (iii) as a result of the Company providing Mr. Lang with a notice of non-renewal, Mr. Lang will be entitled to the following, subject to his execution and delivery of an effective release of claims against the Company:

 

  •  

Continued payment of Mr. Lang’s base salary at the rate in effect at the time of termination for a period of 6 months, or 12 months if a Change in Control (as defined in the Lang Employment Agreement) occurs and (1) Mr. Lang’s employment with the Company is terminated within 90 days immediately prior to the Change in Control, either at the request or suggestion of a counterparty in the transaction or otherwise in connection with or in anticipation of the transaction, (2) the successor corporation does not offer Mr. Lang employment on terms comparable to or better than his existing terms and he terminates employment or (3) Mr. Lang’s employment is terminated by the successor without Cause or by Mr. Lang for Good Reason or by reason of Company non-renewal within one year after the occurrence of the Change in Control (any such termination, a “Change in Control Termination”);

 

  •  

All unpaid bonuses for the prior calendar year;

 

  •  

If there is a Change in Control Termination, an amount equal to the greater of (1) Mr. Lang’s target bonus for the year of termination and (2) the average of the annual performance bonuses received by Mr. Lang for the two years immediately preceding the date of termination;

 

  •  

Company-paid health insurance continuation coverage less the amount payable by an active employee for such coverage, for a period of 6 months, or 12 months if there is a Change in Control Termination; and

 

  •  

The vesting applicable to all equity awards granted during Mr. Lang’s employment with the Company will cease 90 days after the date of termination, or, if in connection with a Change in Control Termination all awards will fully vest, and Mr. Lang will have a period of 90 days to exercise any and all vested equity awards that require exercise, after which time all equity awards will expire. In addition, if Mr. Lang’s employment is terminated by the Company in connection with a non-renewal of the Initial Term, the vesting applicable to the stock options granted to him on his Start Date will continue for 1 year following the date of termination, and he will have a period of 90 days following expiration of such post-termination vesting period to exercise the vested portion of such stock options, after which time any unexercised portion of the stock option will expire.

The Lang Employment Agreement provides that, to the extent any of the payments or benefits provided or to be provided by the Company or its affiliates to Mr. Lang pursuant to the terms of the Lang Employment Agreement or otherwise would constitute “parachute payments” (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code, and would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Parachute Payments will be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Parachute Payments being subject to the Excise Tax, whichever results in Mr. Lang receiving the highest after-tax amount. If such a reduction in Parachute Payments is necessary, the reduction will occur in the manner that results in the greatest economic benefit to the Mr. Lang. The Lang Employment Agreement does not provide for a 280G-related excise tax gross-up.

The summary of the Lang Employment Agreement above does not purport to be complete and is subject to, and qualified in its entirety by, the Lang Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.

On March 18, 2022, the Company issued a press release announcing the appointment of Mr. Lang as Chief Financial Officer, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

99.1    Press Release, dated March 18, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

    AERIE PHARMACEUTICALS, INC.
Date: March 18, 2022     By:  

/s/ John W. LaRocca

      John W. LaRocca
      General Counsel and Secretary

Exhibit 99.1

 

LOGO

Aerie Pharmaceuticals Appoints Peter Lang as Chief Financial Officer

Finance executive with a successful track record in capital creation, deployment, and optimization

Brings breadth of finance, strategy and business development experience

Durham, N.C. — (BUSINESS WIRE) – March 18, 2022 — Aerie Pharmaceuticals, Inc. (NASDAQ: AERI), a pharmaceutical company focused on the discovery, development and commercialization of first-in-class ophthalmic therapies, today announced that Peter F. Lang will join the Company as Chief Financial Officer, effective March 18, 2022. He will report to Raj Kannan, Chief Executive Officer of Aerie Pharmaceuticals and become a member of the Aerie Executive Committee.

“I am pleased to welcome Peter to our leadership team,” said Raj Kannan, Chief Executive Officer. “His extensive experience in investment banking and in helping life science companies raise, manage and deploy capital, including business development and M&A transactions, will be important to maximizing shareholder value. I am confident Peter will provide strong leadership and will be an excellent addition to the Aerie team.”

Peter Lang added “I have dedicated my career to working with life science companies to help them optimize their growth objectives, financing strategy, capital structure and return on capital, so that they can successfully advance their business plan and meet the needs of patients. I am very pleased to join Aerie at this exciting time, with a growing glaucoma commercial franchise, a robust and innovative pipeline and an experienced team. I look forward to working with Raj and the management team to sustainably grow the business and bring meaningful value to patients, clinicians and investors.”

Peter comes to Aerie with over 25 years of experience delivering financial, strategic and operational solutions, with deep expertise in healthcare and a particular focus on the biopharma sector. He has held leadership roles at well-recognized global and boutique investment banks. In addition, he has a long track record of working with management teams and boards to optimize companies’ growth plans, capital structures and return on capital. Over the course of his career, he helped raise ~$105 billion in financing and growth capital and advised on more than 40 M&A and business development transactions totaling more than $25 billion in deal value.

Peter joins Aerie from Ridge Advisory, LLC, where he was Managing Director and Partner. Prior to his work at Ridge Advisory, Peter served in various leadership roles in the healthcare investment banking divisions of well-respected firms including HSBC, Bank of America Merrill Lynch, UBS Investment Bank and Leerink Partners. Peter graduated with a Master of Business Administration from The University of Chicago, Booth School of Business, with High Honors. Peter earned dual degrees, Magna Cum Laude, from The University of Pennsylvania Wharton School of Business and School of Arts & Sciences.

About Aerie Pharmaceuticals, Inc.

Aerie is a pharmaceutical company focused on the discovery, development and commercialization of first-in-class ophthalmic therapies for the treatment of patients with eye diseases and conditions including open-angle glaucoma, dry eye, diabetic macular edema (DME) and wet age-related macular degeneration (wet AMD). Aerie’s first novel product, Rhopressa® (netarsudil ophthalmic solution) 0.02%, a once-daily eye drop approved by the U.S. Food and Drug Administration (FDA) for the reduction of elevated intraocular pressure (IOP) in patients with open-angle glaucoma or ocular hypertension, was launched in the United States in April 2018. In clinical trials of Rhopressa®, the most common adverse reactions were conjunctival

hyperemia, corneal verticillata, instillation site pain and conjunctival hemorrhage. More information about Rhopressa®, including the product label, is available at www.rhopressa.com. Aerie’s second novel product for the reduction of elevated IOP in patients with open-angle glaucoma or ocular hypertension, Rocklatan® (netarsudil (0.02%) and latanoprost ophthalmic solution (0.005%)), was launched in the United States in May 2019. In clinical trials of Rocklatan®, the most common adverse reactions were conjunctival hyperemia, corneal verticillata, instillation site pain and conjunctival hemorrhage. More information about Rocklatan®, including the product label, is available at www.rocklatan.com. More information on Aerie Pharmaceuticals is available at www.aeriepharma.com.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “exploring,” “pursuing” or other words that convey the uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this release include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our commercial franchise and our pipeline. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, industry change and other factors beyond our control, and depend on regulatory approvals and economic and other environmental circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We discuss many of these risks in greater detail under the heading “Risk Factors” in the quarterly and annual reports that we file with the Securities and Exchange Commission (SEC). Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Contact

Media:

Carolyn McAuliffe

cmcauliffe@aeriepharma.com

(949) 526-8733

Investors:

LifeSci Advisors on behalf of Aerie Pharmaceuticals, Inc.

Hans Vitzthum

hans@lifesciadvisors.com

(617) 430-7578