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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 23, 2022
VALLON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40034 | | 82-4369909 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer Identification No.) |
| of incorporation) | | | | |
100 N.18th Street, Suite 300
Philadelphia, PA 19103
(Address of principal executive offices and zip code)
(267) 207-3606
(Registrant’s telephone number, including area code)
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | VLON | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2022, the Board of Directors (the “Board”) of Vallon Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from five directors to six directors and appointed Meenu Karson to serve as a member of the Board until her successor is elected and qualified, or sooner in the event of her death, resignation, or removal. The Board determined that Ms. Karson meets the requirements for independence under the applicable listing standards of The Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as amended. Also on February 23, 2022, Ofir Levi resigned as a member of the Audit Committee of the Board and as a member and Chair of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”). Ms. Karson was then appointed as a member of the Audit Committee and as a member and Chair of the NCG Committee. Dr. Levi continues to be a member and Chair of the Board.
Ms. Karson will be compensated for her service on the Board and committees thereof in accordance with the Company’s compensation policy for directors. Ms. Karson also entered into our standard Form of Directors’ and Officers’ Indemnity Agreement, the form of which is filed as Exhibit 10.9 to the Company’s Amendment No. 2 to Form S-1 Registration Statement (File No. 333-249636), filed with the U.S. Securities and Exchange Commission on January 14, 2021.
On February 28, 2022, the Company issued a press release announcing the appointment of Ms. Karson to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
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.
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| Date: February 28, 2022 | | VALLON PHARMACEUTICALS, INC. |
| | By: /s/ Leanne Kelly |
| | Leanne Kelly |
| | Chief Financial Officer |
Vallon Pharmaceuticals Announces Appointment of Meenu Karson to Board of Directors
Global biopharmaceutical industry senior executive with over 15 years of operational leadership with transactional and capital markets experience spanning both private and public large pharma and small biotech companies
Philadelphia, PA, February 28, 2022 – Vallon Pharmaceuticals, Inc. (NASDAQ: VLON), (“Vallon” or the “Company”), a clinical-stage biopharmaceutical company primarily focused on the development of novel drugs that are designed to deter abuse in the treatment of CNS disorders, today announced the appointment of Meenu Karson to its Board of Directors.
“We are excited to welcome Ms. Karson to our Board of Directors. Over the course of her career, she has led a successful IPO, raised significant capital to advance clinical development programs, and has played a key role leading business and operations for pharmaceutical and biotech companies. Her broad expertise, particularly in business development, will be an invaluable asset to our Board as we continue to evolve as a company and advance and grow our pipeline of novel drugs designed to deter abuse,” commented David Baker, President & Chief Executive Officer of Vallon.
“This is an important and pivotal time in the evolution of Vallon. I believe the Company’s abuse-deterrent formulation technology represents an exciting and much-needed shift in the treatment of CNS disorders. As the Company prepares for the catalytic milestones ahead with its development programs, ADAIR and ADMIR, I look forward to working alongside the management team to optimize the potential and positioning for Vallon,” added Ms. Karson
Ms. Karson is a recognized biopharmaceutical executive with a successful track record of strategic leadership and executing transactions and accelerating value-generating milestones. Most recently, Ms. Karson served as the President and CEO of Proteostasis Therapeutics, Inc. , a clinical stage company focused on small molecule CFTR modulators to treat cystic fibrosis (CF). Among her achievements during her tenure at Proteostasis Therapeutics, Ms. Karson played a key role in creating value through clinical validation and strategic partnering, raising more than $300 million in crossover and public financings, including the company’s IPO, partnered the company’s non-CF technology platform with Astellas Pharma for milestones of up to $1.2 billion, and positioned the company as the most advanced contender to only commercial player in CF space by completing over 20 clinical studies across more than 80 sites in 20 countries. Prior to that, she served as the President and CEO at Allozyne Inc., a privately held, clinical stage protein bioconjugation company, where she drove accelerated development of the platform technology and clinical pipeline and created strategic partnering opportunities. Other career appointments include Vice President of Business Development and Licensing at Novartis AG, where she was a key member in all licensing strategies, processes and outcomes in Europe and emerging growth markets as well as global M&A, and Chief Business Officer of
Bioxell S.p.A. where she led development of all corporate and commercial strategy. Additionally, Ms. Karson currently serves as a Board Member for BIO, Vasomune Therapeutics, Inc. and Fore Biotherapeutics.
Ms. Karson received Bachelor of Science degree in Pharmacology from the University of Toronto and a Master of Business Administration in Strategy and Finance from the Schulich School of Business at York University.
About Vallon Pharmaceuticals, Inc.
Vallon Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company, headquartered in Philadelphia, PA. The Company is focused on the development of new medications to help patients with CNS disorders. The Company’s lead investigational product candidate, ADAIR, is a novel abuse-deterrent formulation of amphetamine immediate release being developed for the treatment of ADHD and narcolepsy.
For more information about the company, please visit www.vallon-pharma.com or connect with us on LinkedIn or Twitter.
References and links to websites have been provided for convenience, and the information contained on any such website is not a part of, or incorporated by reference into, this press release. Vallon is not responsible for the contents of third-party websites.
Forward Looking Statements
This press release contains “forward-looking statements” that are based on Vallon’s current expectations and subject to inherent uncertainties, risks and assumptions that are difficult to predict, including, without limitation, Vallon’s ability to execute its business plan, continue its growth and fund its ongoing business activities as planned, Vallon’s ability to develop and commercialize its product candidates, expectations related to results of clinical trials and studies, Vallon’s expectations with respect to the important advantages it believes its abuse-deterrent formulation of drugs have over similar drugs in the market and the growing need for abuse-deterrent formulations of drugs, Vallon’s ability to utilize the 505(b)(2) regulatory pathway, Vallon’s ability to obtain FDA approval of ADAIR and its other product candidates, and Vallon’s expectations with respect to its cash runway. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will,” “would,” or the negative of these words or other similar expressions. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in Vallon’s Quarterly and Annual Reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Investor Contact:
JTC Team, LLC
Jenene Thomas
(833) 475-8247
vallon@jtcir.com
