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

 

September 15, 2017

Date of Report (Date of earliest event reported)

__________________________

 

PLx Pharma Inc.

(Exact name of registrant as specified in its charter)

__________________________

 

Delaware

 

001-3 6351

 

46 - 4995704

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

8285 El Rio Street, Ste. 130

Houston, Texas 77054

(713) 842-1249

(Address of principal executive offices and 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 (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))


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, i ndicate 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 September 19, 2017, PLx Pharma Inc. (the “ Company ”) announced its appointment, effective September 15, 2017, of Tom Long to the position of Vice President, Manufacturing & Technical Operations, as well as the appointment, effective October 1, 2017, of Steven Valentino, Vice President, Trade Sales. The Company also announced that its Chief Operating Officer, Gary Mossman, would be transitioning into a new role as a Senior Advisor to the Company, effective as of September 15, 2017. Having served as the Company’s Chief Operating Officer since 2009, Mr. Mossman will continue to advise the Company on a wide range of manufacturing and technical operational issues. A copy of the Company’s press release regarding Mr. Long, Mr. Valentino and Mr. Mossman, is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number    Exhibit
   
10.1   Amendment to Amended and Restated Employment Agreement of Gary Mossman
99.1   Press Release dated September 19, 2017 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behal f by the undersigned hereunto duly authorized.

 

 

PL X PHARMA INC.

 
 

By:

/s/ Natasha Giordano

 

Natasha Giordano

   

Title:

President and Chief Executive Officer

   

Dated:

September 19 , 2017

 

 

 

 

Exhibit 10.1

 

Amendment To

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This Amendment to Amended and Restated Employment Agreement (this “ A mendment ”) is entered into between PLx Opco Inc., a Delaware corporation, formerly known as PLx Pharma Inc. (“ Company ”), and Gary Mossman (“ Executive ”) for the purpose of amending that one certain Amended and Restated Employment Agreement dated May 13, 2016 (the “ Agreement ”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meanings set forth in the Agreement.

 

1.     Amendment . The Agreement is hereby amended, as follows:

 

 

(a)

The first sentence of Section 1 of the Agreement is amended in its entirety to read as follows:

 

The Executive ’s employment hereunder shall be effective as of September 15, 2017 (the “ Effective Date ”) and shall continue until the second anniversary thereof, unless terminated earlier pursuant to Section 4 of this Agreement; provided that, on such second anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “ Renewal Date ”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year each, unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date.

 

 

(b)

The first sentence of Section 2.1 of the Agreement is amended in its entirety to read as follows:

 

During the Employment Term, the Executive shall serve as Senior Advisor, reporting directly to the Chief Executive Officer of the Company (the “ CEO ”) and such other executives and officers as may be directed or designated by the CEO .

 

 

(c)

Section 3.1(b) of the Agreement is deleted.

 

 

(d)

Sections 4.1(c)(i) and (iv) of the Agreement are deleted.

 

2.     Ratification . Except as expressly amended above, the Agreement remains in full force and effect and the parties hereby ratify and confirm the terms of the Agreement.

 

The parties have executed this Amendment effective as of the 15th day of September, 2017.

 

PLX OPCO Inc .

 

By:    /s/ Natasha Giordano

 

        Natasha Giordano

 

 

EXECUTIVE

 

/s/ Gary Mossman

 

  Gary Mossman

 

 

Exhibit 99.1

 

 

 

 

PLx Pharma Hires Key Commercial Executives in Preparation for Future Launch of Aspertec

 

Industry Veterans Will Support Manufacturing and Trade Sales

 

HOU STON , TX , September 19, 2017 — PLx Pharma Inc. (NASDAQ:PLXP) (“PLx” or the “Company”) , a late-stage specialty pharmaceutical company focused on commercializing two patent-protected products, Aspertec™ 325 mg and Aspertec™ 81 mg (referred to together as “Aspertec”™), today announced the appointment of Tom Long as Vice President, Manufacturing & Technical Operations, effective immediately. Mr. Long will oversee ongoing manufacturing efforts for Aspertec. Steven Valentino, will join PLx as Vice President, Trade Sales, effective October 1, 2017. He will be responsible for building retail trade accounts, developing retailer and wholesaler relationships for PLx and securing distribution and merchandising support. Concurrently Gary Mossman, Chief Operating Officer, will transition into a senior advisory role. Mr. Mossman will continue to actively advise the Company to ensure that appropriate manufacturing capacity is available for Aspertec through launch.

 

“ Key for PLx is Tom Long’s experience in successfully manufacturing and launching OTC products with high demand and his experience with both New Drug Applications and OTC Monograph Drugs. Having his expertise on hand will strengthen and support the team as the requirements of our business expand. Steven Valentino will be instrumental in building trade sales for PLx and positioning Aspertec with retailers and wholesalers to maximize the launch potential and build retail equity. We are delighted to welcome them both to the PLx team,” stated Natasha Giordano, President and Chief Executive Officer.

 

“ I would like to thank Gary Mossman, who has been instrumental in overseeing the strategy and execution of our manufacturing plans, for his ongoing contributions and look forward to his continued guidance,” concluded Giordano.

 

Most recently, Mr. Long has independently consulted in building manufacturing and technical operations for several manufacturers large and small. Mr. Long served as Senior Vice President and General Manager, Manufacturing and Operations, for Adams Respiratory Therapeutics, Inc., where he managed the overall supply of Mucinex, Mucinex DM and Mucinex D, increasing productivity and meeting quality objectives. For more than 17 years, he had various responsibilities including materials management, international manufacturing, process engineering, production planning, inventory control, materials control, quality engineering, as well as pharmaceutical manufacturing and packaging.

 

Mr. Valentino is a highly-credentialed executive with over 25 years of experience in the OTC and consumer healthcare space. His experience includes Rx to OTC switches, brand management, trade sales and operations and customer development across Drug, Mass Food and Specialty. He has held positions of increasing responsibility at Warner Lambert Consumer Health, Pfizer Consumer Healthcare and the Johnson & Johnson Consumer Companies. Most recently, Steven Valentino served as Vice President of  Crossmark Drug, a division of Crossmark, where he was responsible for drug wholesale, dollar and retail merchandising for brand and private label product s.

 

 
 

 

About Aspertec

Aspertec 325 mg is an FDA-approved aspirin product being developed to provide high-risk cardiovascular and stroke patients with more reliable and predictable antiplatelet efficacy as compared to enteric-coated aspirin, while also reducing the adverse gastric events common in an acute setting. PLx is focused on completing manufacturing scale-up and label finalization for Aspertec 325 mg aspirin dosage form and preparing an sNDA for Aspertec 81 mg maintenance dose form.

 

About PLx Pharma Inc.

PLx Pharma Inc. is a late-stage specialty pharmaceutical company focused on developing its clinically validated and patent-protected PLxGuard™ delivery system to provide safe and effective aspirin products. The PLxGuard delivery system works by targeting delivery of active pharmaceutical ingredients (API) to various portions of the gastrointestinal (GI) tract. PLx believes this has the potential to improve the absorption of many drugs currently on the market or in development, and to reduce acute GI side effects—including erosions, ulcers and bleeding—associated with aspirin and ibuprofen, and potentially other drugs.

 

To learn more about PLx Pharma Inc. and its pipeline, please visit www.plxpharma.com .

 

F orward-Looking Statements

Any statements made in this press release relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, the prospects for commercializing or selling any products or drug candidates, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to PLx may identify forward-looking statements . PLx cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time.

Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties , including the failure by PLx to secure and maintain relationships with collaborators; risks relating to clinical trials; risks relating to the commercialization, if any, of PLx’s proposed product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence on the efforts of third parties; dependence on intellectual property and risks that PLx may lack the financial resources and access to capital to fund proposed operations. Further information on the factors and risks that could affect PLx’s business, financial conditions and results of operations are contained in PLx’s filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov . Other risks and uncertainties are more fully described in PLx’s prospectus supplement filed with the SEC on June 12, 2017 , and in other filings that PLx will make going forward . The forward-looking statements represent PLx’s estimate as of the date hereof only, and PLx specifically disclaims any duty or obligation to update forward-looking statements .

 

 
 

 

Contact

Investor Relations:

L isa M . Wilson , In-Site Communications , Inc.

T: 212-452-2793

E: lwilson@insitecony.com

 

Source: PLx Pharma Inc.