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 21, 2017 (February 16, 2017)

 

ARCA biopharma, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

000-22873

36-3855489

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

11080 CirclePoint Road, Suite 140, Westminster, CO 80020

(Address of Principal Executive Offices) (Zip Code)

(720) 940-2200

(Registrant’s telephone number, including area code)

Not Applicable

(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))

 

 

 

 

 

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

(d)

On February 16, 2017, the Board of Directors (the “Board”) of ARCA biopharma, Inc. (the “Company”) elected Anders Hove, M.D., as a director of the Company. Dr. Hove was elected for a term expiring at the Company’s 2019 annual stockholders’ meeting. Dr. Hove was also appointed to serve on the Board’s Nominating and Corporate Governance Committee. A copy of the press release announcing Dr. Hove’s appointment is attached hereto as Exhibit 99.1.

Dr. Hove was most recently a general partner of Venrock Associates (“Venrock”), a venture capital firm, which he joined in January 2004. In 2008, Dr. Hove was a founder of Venrock Healthcare Capital Partners, Venrock’s public fund focused on small capitalization biotech companies and late-stage private companies. From 1996 to 2004, he was a fund manager at BB Biotech Fund, an investment firm, and from 2002 to 2003 he also served as Chief Executive Officer of Bellevue Asset Management, LLC, an investment company. Dr. Hove previously held senior level positions in the medical, clinical and business operations of the pharmaceuticals division of Ciba-Geigy.  He has served on the Boards of Directors of numerous private and public companies, currently serving on the Boards of two private biopharmaceutical companies. Dr. Hove received a M.Sc. in Biotechnology Engineering from the Technical University of Denmark, an M.D. from the University of Copenhagen and an M.B.A. from the Institut Européen d'Administration des Affaires.

On February 16, 2017, the Company also granted Dr. Anders Hove an option to purchase 10,000 shares of common stock at an exercise price of $2.50 per share, the closing price of the Company’s common stock on The NASDAQ Capital Market on February 16, 2017.  The option is subject to the terms and conditions of the Company’s amended and restated 2013 Equity Incentive Plan (the “Plan”) and the Company’s standard forms of Stock Option Agreement and Option Grant Notice under the Plan.  The option vests in 12 equal monthly installments beginning on February 16, 2017, assuming Dr. Hove’s continued service on the Board for such periods.

(e)

On February 16, 2017, the Board also approved cash bonuses for each of the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended), in the amounts set forth below, payable in the first quarter of 2017.  The Board also approved the base salaries for the Company’s named executive officers in each case as set forth below.

 

Name and Title

 

 

Cash Bonus

 

 

Base Salary

 

Michael R. Bristow

President and Chief Executive Officer

 

$

92,300

 

 

$

304,219

 

Thomas A. Keuer

Chief Operating Officer

 

$

55,200

 

 

$

303,000

 

Christopher D. Ozeroff

Senior Vice President, General Counsel

 

$

54,100

 

 

$

297,343

 

Brian L. Selby

Vice President, Finance and Chief Accounting Officer

 

$

45,000

 

 

$

247,170

 

The Board determined the cash bonuses are to be paid in recognition of the efforts of each of the executives during the prior year.  The new base salaries will become effective on February 27, 2017.

 

On February 16, 2017, the Compensation Committee of the Board of the Company approved the following stock option (“Options”) grants to the executive officers listed below pursuant to the Company’s Amended and Restated 2013 Equity Incentive Plan approved at the 2016 Annual Meeting of Stockholders and the forms o f Stock Option Grant Notice and Option Agreement for officers, as filed with the Securities and Exchange Commission as exhibits to the Company’s Current Report on Form 8-K on September 23, 2013:

 

Name and Title

 

Options 

    Granted  (1)

 

Michael Bristow

President and Chief Executive Officer

  

 

42,000

  

Thomas A. Keuer

Chief Operating Officer

  

 

25,200

  

Christopher Ozeroff

Senior Vice President, General Counsel & Secretary

  

 

24,000

  

Brian L. Selby

Vice President, Finance

  

 

23,000

  

(1)

Exercise price of $2.50 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 16, 2017. Each Option vests in 36 equal monthly installments measured from February 16, 2017.

On the same day, the Company also approved paying compensation to its existing non-employee directors by granting to Dr. Linda Grais, Mr. Robert Conway, Mr. Daniel Mitchell and Dr. Raymond Woosley options to purchase 8,000 shares of common stock at an exercise price of $2.50 per share, the closing price of the Company’s common stock on February 16, 2017.  The options are subject to the terms and conditions of the Plan and the Company’s standard forms of Stock Option Agreement and Option Grant Notice for the Plan.  The options vest in equal monthly installments and will be fully vested as of December 31, 2017, assuming Dr. Grais’, Mr. Conway’s, Mr. Mitchell’s and Dr. Woosley’s continued service on the Board for such periods.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit Number

 

Description

 

 

99.1

 

Press Release titled “Anders Hove, MD Joins ARCA biopharma Board of Directors” dated February 21, 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 behalf by the undersigned hereunto duly authorized.

 

Dated: February 21, 2017

 

 

 

 

ARCA biopharma, Inc.

 

(Registrant)

 

 

 

 

By:

/s/ Christopher D. Ozeroff

 

 

Name:

Christopher D. Ozeroff

 

 

Title:

SVP and General Counsel

 


 

INDEX TO EXHIBITS

 

 

 

Exhibit Number

 

Description

 

 

99.1

 

Press Release titled “Anders Hove, MD Joins ARCA biopharma Board of Directors” dated February 21, 2017.

 

 

 

 

 

 

 

 

Exhibit 99.1

 


 

 

 

Anders Hove, MD joins arca biopharma board of directors

Westminster, CO, February 21, 2017 – ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company applying a precision medicine approach to developing genetically-targeted therapies for cardiovascular diseases, today announced that Anders Hove, M.D., has joined its Board of Directors.

“Anders brings decades of experience building and advising biopharmaceutical companies,” said Dr. Michael R. Bristow, President and Chief Executive Officer of ARCA. “With his expertise on both the corporate and investment sides of the industry, Anders’ input and guidance will be valuable to our Board of Directors as we continue the development of Gencaro and seek to deliver value to our stockholders.”

Dr. Hove has more than 20 years of experience investing in and helping build biopharmaceutical companies.  He has served on the Boards of Directors of numerous private and public companies, currently serving on the Boards of two private biopharmaceutical companies. In 2011, Dr. Hove was named to Forbes’ Midas List, which ranked the top venture capitalists in life sciences and technology.  Dr. Hove received a M.Sc. in Biotechnology Engineering from the Technical University of Denmark, an M.D. from the University of Copenhagen and an M.B.A. from the Institut Européen d'Administration des Affaires, or INSEAD.

“I am honored to join the ARCA Board of Directors,” said Dr. Hove.  “This is an exciting time for the organization with the GENETIC-AF clinical trial interim efficacy analysis expected later this year.  I believe there is a significant opportunity for developing genetically-targeted cardiovascular therapeutics, for which ARCA is well-positioned.”

About ARCA biopharma

 

ARCA biopharma is dedicated to developing genetically-targeted therapies for cardiovascular diseases through a precision medicine approach to drug development. The Company's lead product candidate, Gencaro TM (bucindolol hydrochloride), is an investigational, pharmacologically unique beta-blocker and mild vasodilator being developed for atrial fibrillation. ARCA has identified common genetic variations that it believes predict individual patient response to Gencaro, giving it the potential to be the first genetically-targeted atrial fibrillation prevention treatment.  ARCA has a collaboration with Medtronic, Inc. for support of the GENETIC-AF trial.  For more information, please visit www.arcabio.com .

 

Safe Harbor Statement

 

This press release contains "forward-looking statements" for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, statements regarding, the potential timeline for GENETIC-AF trial activities, the potential for genetic variations to predict individual patient response to Gencaro, Gencaro’s potential to treat atrial fibrillation, future treatment options for patients with atrial fibrillation, the potential for ARCA to expand its cardiovascular pipeline, the opportunity related to developing genetically-targeted cardiovascular therapeutics and the potential for Gencaro to be the first genetically-targeted atrial fibrillation prevention treatment .   Such statements are based

 

 

on management's current expectations and involve risks and uncertainties.  Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the risks and uncertainties associated with: the Company's financial resources and whether they will be sufficient to meet the Company's business objectives and operational requirements; results of earlier clinical trials may not be confirmed in future trials, the protection and market exclusivity provided by the Company’s intellectual property; risks related to the drug discovery and the regulatory approval process; and, the impact of competitive products and technological changes.  These and other factors are identified and described in more detail in ARCA’s filings with the Securities and Exchange Commission , including without limitation the Company’s annual report on Form 10-K for the year ended December 31, 2015 , and subsequent filings. The Company disclaims any intent or obligation to update these forward-looking statements .

 

Investor & Media Contact:

Derek Cole

720.940.2163

derek.cole@arcabio.com

###