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 20, 2017

 

 

Novan, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-37880

 

20-4427682

 

 

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4105 Hopson Road, Morrisville, North Carolina 27560

(Address of principal executive offices) (Zip Code)

(919) 485-8080

(Registrant’s telephone number, include area code)

N/A

(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:

 

 

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.

On March 20, 2017, Novan, Inc. (the “Company”) and Richard Peterson, Chief Financial Officer and the principal financial and accounting officer of the Company, reached agreement regarding his departure from the Company effective March 23, 2017 for “Good Reason” (as defined in the employment agreement, dated April 13, 2016 between Mr. Peterson and the Company (the “Employment Agreement”)).

On March 21, 2017, the Company appointed William L. Hodges, 62, as Interim Chief Financial Officer, to serve as the principal financial and accounting officer of the Company, effective March 24, 2017. Mr. Hodges served most recently at POZEN, Inc., a pharmaceutical company, as Senior Vice President and Chief Financial Officer, from August 2004 until December 2015. Mr. Hodges continued to serve with POZEN, Inc. as the Senior Vice President of Finance and Administration until the completion of POZEN’s merger with Tribute Pharmaceuticals in March 2016 and has subsequently provided part-time service to POZEN.

On March 21, 2017, the Company entered into an offer letter (the “Offer Letter”) with Mr. Hodges. The Offer Letter provides that Mr. Hodges will serve for a three month engagement, after which he and the Company can mutually agree to terminate the employment arrangement or extend the employment arrangement for an additional three months. During his employment, Mr. Hodges will receive a base salary of $30,000 per month and is eligible to receive a discretionary bonus with a target bonus equal to 40% of his actual base salary over the three month employment, or $36,000, contingent upon continued employment for the three month period (unless employment terminates before such time due to the hiring of a Chief Financial Officer) and payable at the three month anniversary of the commencement date of his employment. On March 24, 2017, in accordance with the Offer Letter, Mr. Hodges will receive a stock option award to purchase 33,000 shares of the Company’s common stock, vesting monthly during the three month term of his employment.

There is no arrangement or understanding with any person pursuant to which Mr. Hodges was selected as Interim Chief Financial Officer, and there are no there are no family relationships between Mr. Hodges and any director or executive officer of the Company.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

 

 

On March 22, 2017, the Company issued a press release announcing certain organizational changes. The full text of this press release is furnished herewith as Exhibit 99.1 to this Current Report and incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

See the Exhibit Index which follows the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.

 

 

 


 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

Novan, Inc.

 

 

 

 

Date: March 22, 2017

 

 

 

By:

 

/s/ Nathan Stasko

 

 

 

 

 

 

 

 

 

 

 

 

 

Nathan Stasko

 

 

 

 

 

 

Chief Executive Officer

 


 

 

EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

 

 

10.1

 

Offer Letter between the Company and William L. Hodges.

99.1

 

Press Release issued on March 22, 2017.

 

 

Exhibit 10.1

March 21, 2017

 

 

William L Hodges

401 May Court

Raleigh, NC 27609

 

Dear Bill,

 

I am pleased to extend to you a formal offer of employment to join Novan, Inc. as interim Chief Financial Officer reporting to me with a requested start date of March 24, 2017 (the “Commencement Date”). This position requires a time commitment of three days in the office per week during Novan business hours, in addition to you providing some services remotely during your business days out of the office, on nights, and weekends, with an approximate weekly commitment of 30 hours.  You will be compensated as a full-time equivalent of base salary, as noted below.  This offer is for a limited engagement expected to last approximately three months, after which you and the Company may mutually agree to extend the terms of employment for an additional three months.  

 

Base Salary

As an exempt employee, you will be compensated at a rate of $30,000 per month, payable, minus applicable withholdings, in semi-monthly payments in accordance with the Company’s regular payroll schedule, currently on or about the 1st and 15th of each month.

 

Incentive Equity Award

In addition to your base compensation, subject to approval by the Company’s Board of Directors, the Company will offer you the opportunity to become a shareholder through the award of 33,000 incentive stock options to purchase the Company’s common stock, vesting in thirds on each of the monthly anniversaries of the Commencement Date, so long as you remain employed by the Company, and having a three year exercise period following your departure from this interim role. Theses options shall be subject to the terms of the Company’s stock option plan and the standard form stock agreement, and the number of stock options, vesting schedule and exercise price on your first day of employment shall be documented in a stock option grant approved by the Board of Directors.   

 

Cash Bonus

You are eligible to receive a cash bonus at the target level of forty percent (40%) of your actual base salary over the 3-month employment relationship, or $36,000, conditioned upon you remaining employed through the three-month anniversary (“3-Month Anniversary”) of the Commencement Date.  This bonus amount is payable in full, however, in the event that your employment is terminated by the Company before the 3-Month Anniversary due to the hiring of a

4105 Hopson Road                                                             

Morrisville, North Carolina 27560

tel: 919-485-8080 | fax: 919-237-9212

www.novan.com

Confidential and Proprietary, Novan, Inc.

 

 


 

 

 

 

permanent Chief Financial Officer.   Any bonus due will be paid in one lump sum, less applicable withholdings, within thirty (30) days of the 3-Month Anniversary of the Commencement Date.

 

Employee Benefits

You will be eligible to participate in Novan’s comprehensive group benefits plan, subject to the requirements of each plan. This package currently consists of health, dental, vision, life, short/long term disability, paid time off, sick time, and 401(k).  

 

Paid Time Off

The Company’s current time off policy provides for you to accrue at the highest, most tenured level of eight (8) hours of paid time off (PTO) per pay period totaling six (6) days for each three-month term of service.  PTO will accrue and may be used in accordance with the Company’s existing policies.

 

Please understand it is the policy of the Company not to solicit or accept proprietary information and/or trade secrets of other companies or third parties.  If you have or have had access to trade secrets or other confidential, proprietary information from your former employer or another third party, the use of such information in performing your duties at the Company is prohibited.  This may include, but is not limited to, confidential or proprietary information in the form of documents, magnetic media, software, customer lists, and business plans or strategies.  You must also advise the Company of any restrictions on your ability to work for the Company, such as any covenants not to compete or solicit with any former employers.  You will also be expected to abide by all the Company’s employment policies, including but not limited to the Company’s policies regarding employment discrimination and harassment.

 

The terms of this offer shall come into effect on the Commencement Date and are contingent upon receipt of signed non-competition, and confidentially and assignment of inventions agreements, and I-9 documentation as required by the Immigration Control and Reform Act of 1986.  Additionally, this offer is contingent on your satisfactory completion of a background screening and drug testing, which must be completed prior to employment commencing.  

 

We will email you a link and login instructions to complete a portion of your new hire paperwork electronically.  On your first day, please bring the necessary forms of identification to complete the I-9 documentation (example:  Valid Driver’s License and Social Security Card, or Valid Passport).

 

Novan abides by the principle of employment at will.  This letter is not, nor is it intended to be, a contract of employment for any specific length of service, nor is it guaranteed for any specific position. Should employment be accepted, either you or the Company may terminate the relationship at any time for any or no cause or reason.

 

4105 Hopson Road                                                             

Morrisville, North Carolina 27560

tel: 919-485-8080 | fax: 919-237-9212

www.novan.com

Confidential and Proprietary, Novan, Inc. Page 2 of 3

        

 


 

 

 

 

Bill , I wish to convey my sincere enthusiasm about the possibi lity of you joining our team .  If the terms of employment are acceptable to you, please sign and date one (1) copy and return it to me by Wednesday , March 22 , 2017 .  Please let me know if you have any questions.

 

We look forward to you being an integral part of Novan’s future success.

 

Regards,

 

/s/ Nate Stasko

 

Nate Stasko

President and CEO

 

I agree to accept the terms and conditions of employment outlined above, this 21 day of March, 2017.

 

/s/ William L. Hodges

 

(Employee Signature)

4105 Hopson Road                                                             

Morrisville, North Carolina 27560

tel: 919-485-8080 | fax: 919-237-9212

www.novan.com

Confidential and Proprietary, Novan, Inc. Page 3 of 3

        

 

Exhibit 99.1

Novan Reshapes Executive Management Team

 

Former Quintiles Executive Paula Brown Stafford Joins Novan as Chief Development Officer

 

Stanley Hollenbach Promoted to Senior Vice President of Research and Development

 

William L. Hodges Appointed as Interim Chief Financial Officer on Departure of Richard Peterson

 

MORRISVILLE, N.C. – Mar. 22, 2017 – Novan, Inc. (“the Company” or “Novan”) (NASDAQ:NOVN) today announced adjustments to the executive management team that aim to strengthen the Company’s clinical operations infrastructure and streamline the research and development group as the Company prepares to execute multiple late-stage development programs. Paula Brown Stafford has been appointed to the newly created position of Chief Development Officer, in which she will be responsible for the tactical execution of clinical trials and the establishment of statistics and data management functions at the Company. Ms. Stafford has more than 30 years of experience in the biopharmaceutical services industry, including roles in project management, biostatistics, global clinical operations and executive leadership. She will team with Dr. Joyce Rico, Chief Medical Officer, as Novan prepares for upcoming interactions with the U.S. Food and Drug Administration, or FDA, including the planned pre-submission meeting regarding a potential new drug application for SB204.

 

“The multi-indication potential for each of Novan’s pipeline assets warrants an expansion of the Company’s clinical operations infrastructure, especially in light of our partnering strategy to create multiple, global development programs for our nitric oxide-releasing product candidates,” said Ms. Stafford. “I look forward to adding my experience and network of relationships to this management team as we execute on Novan’s vision.”

 

Additionally, Stanley Hollenbach has been promoted to Senior Vice President of Research and Development, leveraging his previous success at the Company in unlocking nitric oxide’s therapeutic potential in numerous disease states. This new role will broaden his responsibilities at Novan to include leadership over all phases of pharmaceutical drug development other than clinical.

 

“I am extremely enthusiastic to move forward with these highly skilled individuals,” said Nathan Stasko, Ph.D., President and Chief Executive Officer of Novan. “Paula brings a wealth of global development experience to Novan and will be a great resource as we advance product candidates through clinical testing. Importantly, this addition will allow Dr. Rico to focus on expanding our pipeline into inflammatory skin diseases, utilizing her background in immunology and her specific experience with tacrolimus as a treatment for atopic dermatitis. We are also very fortunate that Stan has accepted an expanded leadership role within the Company. I have great confidence in this team’s collective ability to advance SB204, SB206, SB208 and SB414 into their next stages of development.”

 

Novan also announced that the Company’s Board of Directors has appointed William L. Hodges as Interim Chief Financial Officer, effective immediately, following the departure of Richard Peterson, Chief Financial Officer, who is leaving to pursue other business interests. Mr. Hodges has a long career in public company finance positions, including most recently serving as chief financial officer and senior vice president of finance and administration of POZEN, Inc. until its acquisition of Tribute Pharmaceuticals Canada Inc. to form Aralez Pharmaceuticals Inc. in 2016.

 

Dr. Stasko continued, “Novan has initiated the search for a permanent Chief Financial Officer, and we are confident that Bill will provide solid oversight of the Company’s financial operations during this transition

 


 

period. We are grateful for Ric’s tireless efforts and steadfast commitment while preparing us for our initial public offering and transition to life as a public company. We wish him the very best in his future endeavors.”

 

About Paula Brown Stafford

 

Most recently, Ms. Stafford served as president of clinical development at Quintiles (now QuintilesIMS), where she was responsible for all Phase I-IV clinical development operations globally, reaching $3 billion in annual revenue. During her time at Quintiles, Ms. Stafford was also a member of the Quintiles executive committee for more than five years. In addition to her new role at Novan, Ms. Stafford will continue to participate in other professional activities, including serving as a director at Health Decisions, Inc. and adjunct professor in Public Health Leadership at the Gillings School of Global Public Health at The University of North Carolina at Chapel Hill, and will also maintain her third-party consulting business. Ms. Stafford was a 2011 recipient of the Triangle Business Journal’s Women in Business award and named as one of the 10 top women in biotech by FierceBiotech in 2012. She holds a Bachelor of Science and a Masters in Public Health, both from The University of North Carolina at Chapel Hill, with her specialization in Biostatistics.

 

About Stanley Hollenbach

 

Prior to his promotion, Mr. Hollenbach led the design and execution of all pharmacology and toxicology testing for the Company as Vice President of Research and Nonclinical Development since joining Novan in March 2014. Mr. Hollenbach has more than 25 years of experience in the biotechnology industry, including lengthy terms of service at Genentech, COR Therapeutics, which was acquired by Millennium Pharmaceuticals, and Portola Pharmaceuticals. Most recently during his tenure at Portola, he focused primarily on platelet and fibrin mediated thrombosis, leading the preclinical development of orally bioavailable antiplatelet P2Y12 antagonists and the factor Xa inhibitors andexanet alpha and betrixaban. Mr. Hollenbach earned a Bachelor of Science in Microbiology and Bachelor of Arts in Chemistry from The University of North Carolina at Charlotte and a Juris Doctorate from the Peninsula University College of Law.

 

About William L. Hodges

 

Mr. Hodges began his career in the pharmaceutical industry with Burroughs Wellcome Co. in 1985 before moving to London in 1991 to work in group finance for the Wellcome Foundation, Ltd, where he worked on mergers and acquisitions and was regional controller for Northern Europe and Japan. In 1993, he returned to the United States, where he held numerous, progressive roles in finance including vice president, corporate planning and business support, at GlaxoWellcome before being appointed acting senior vice president and chief financial officer for the fifteen months leading up to the GlaxoSmithKline merger in 2000. Most recently, from 2004 to 2016, Mr. Hodges was chief financial officer and senior vice president of finance and administration for POZEN, Inc., where he was part of the team that led to the development and commercialization of Vimovo®, Treximet® and Yosprala®. In February 2016, POZEN completed the acquisition of Tribute Pharmaceuticals Canada Inc. along with a $350 million commitment from leading healthcare capital partners to form a premier specialty pharmaceutical company, Aralez Pharmaceuticals Inc., located in Canada. Mr. Hodges received his Bachelor of Science from The University of North Carolina at Chapel Hill and is a Certified Public Accountant.

 

About Novan

 

 


 

Novan, Inc. is a late-stage pharmaceutical company focused on redefining the standard of care in dermatology through the development and commercialization of innovative therapies using the Company’s nitric oxide-releasing platform. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Our ability to harness nitric oxide and its multiple mechanisms of action has enabled us to create a platform with the potential to generate differentiated, first-in-class product candidates. We are rapidly advancing programs in five dermatological conditions with significant unmet medical need. We believe that our ability to conveniently deploy nitric oxide on demand in topical formulations allows us the potential to significantly improve patient outcomes in a variety of skin diseases and positions us to be a commercially successful leader in the dermatology market.

 

For more information, visit the Company’s website at www.Novan.com .

 

Forward-Looking Statements

 

This press release contains forward-looking statements including, but not limited to, statements related to the Company’s search for a new chief financial officer, pharmaceutical development of nitric oxide-releasing product candidates and future prospects of our business and our product candidates. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from our expectations, including, but not limited to, uncertainties and risks in the clinical development process, including, among others, length, expense, ability to enroll patients, reliance on third parties, and that results of earlier research and preclinical or clinical trials may not be predictive of results, conclusions or interpretations of later research or trials; the lengthy and unpredictable nature of the U.S. Food and Drug Administration’s drug approval process; whether we will be able to obtain additional funding when needed; and other risks and uncertainties described in our prospectus dated Sept. 20, 2016, filed with the Securities and Exchange Commission, or SEC, in our quarterly report filed with the SEC on Form 10-Q for the three months ended Sept. 30, 2016, in our annual report filed with the SEC on Form 10-K for the twelve months ended Dec. 31, 2016, and in any subsequent filings with the SEC. These forward-looking statements speak only as of the date of this press release, and Novan disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances after the date of such statements, except as may be required by law.

 

CONTACT:

 

(Investors)

Sean Andrews, Senior Director of Investor Relations

Novan, Inc.

919-627-6847

investors@novan.com

 

(Media)

Deb Holliday

Pascale Communications, LLC

412-877-4519

deb@pascalecommunications.com

 

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