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): November 6, 2014
RETROPHIN, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36257 | 27-4842691 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 777 Third Avenue, 22nd Floor, New York, NY | 10017 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (646) 837-5863
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 November 6, 2014, the Board of Directors (the “Board”) of Retrophin, Inc. (the “Company”) appointed Stephen Aselage as the Company’s Chief Executive Officer, effective immediately. Prior to such appointment, Mr. Aselage had been serving as the Company’s interim Chief Executive Officer. A press release announcing the appointment of Mr. Aselage as the Company’s Chief Executive Officer is attached hereto as Exhibit 99.1.
In connection with his appointment as the Company’s Chief Executive Officer, the Board (i) approved an increase in Mr. Aselage’s annual base salary to $480,000, (ii) approved an increase in Mr. Aselage’s bonus target percentage to 60% of his base salary, (iii) granted Mr. Aselage an option to purchase 300,000 shares of the Company’s common stock at an exercise price per share equal to $10.09 (the “Option”), which was the closing price of the Company’s common stock on the date of grant, and (iv) granted Mr. Aselage a restricted stock unit covering 100,000 shares of the Company’s common stock (the “RSU Award”). The shares subject to the Option shall vest in four equal quarterly installments starting on the first anniversary of the date of grant, and all the shares subject to the RSU Award will vest on the one-year anniversary of the date of grant; provided that if Mr. Aselage’s employment with the Company is terminated prior to the one-year anniversary of the date of grant, 1/12th of the shares subject to the RSU Award shall vest for each full month past the grant date that Mr. Aselage has provided services to the Company.
Biographical information for Mr. Aselage was provided in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2014.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of Retrophin, Inc. dated November 10, 2014. | |
SIGNATURE
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.
| RETROPHIN, INC. | ||||||
| Dated: November 10, 2014 | By: | /s/ Stephen Aselage | ||||
| Name: | Stephen Aselage | |||||
| Title: | CEO | |||||
Exhibit 99.1
Contact:
| Retrophin, Inc. | Retrophin, Inc. | |
| Marc Panoff, CFO | Chris Cline, CFA, Manager, Investor Relations | |
| 646-564-3671 | 646-564-3680 | |
| marc@retrophin.com | IR@retrophin.com |
Retrophin Announces Appointment of Stephen Aselage as Chief Executive Officer
New York, NY (November 10, 2014) – Retrophin, Inc. (NASDAQ: RTRX) today announced that the Board of Directors has appointed Stephen Aselage as Chief Executive Officer (CEO), effective immediately. Mr. Aselage has been serving as the company’s interim CEO since September 30, 2014.
“Steve has done an excellent job of guiding Retrophin through a period of significant change,” said Steve Richardson, Chairman of the Board of Directors. “He has demonstrated compelling leadership and vision while working with the Board and management team to develop a plan that maximizes our commercial capabilities and focuses development efforts on assets with the highest potential returns. The Board is delighted that Steve has agreed to continue to lead Retrophin and execute our newly focused strategic plan.”
“I am honored to have the opportunity to continue working with the talented team at Retrophin as we bring life-changing treatments to our patients and value to our shareholders,” said Mr. Aselage. “I’ve gained a tremendous appreciation for our exceptional R&D capabilities, commercial talent, and highly effective business development efforts, all of which position Retrophin for continued success.”
Mr. Aselage has more than 30 years of pharmaceutical and biotechnology experience. Most recently, he was Executive Vice President and Chief Business Officer of BioMarin Pharmaceutical Inc. During his seven years with BioMarin, he built the commercial and medical affairs functions that launched three commercial products and developed commercial businesses in more than 45 countries. Mr. Aselage has also held leadership roles with Cell Therapeutics, Sangstat Medical Corporation, Advanced Tissue Sciences, and Genentech. He worked briefly for Genzyme as well, assisting in the transition following its acquisition of Sangstat. Earlier in his career, he held a variety of sales and sales management positions at companies including Rhone-Poulenc Rorer Pharmaceuticals (now Sanofi-Aventis) and Bristol Laboratories. Mr. Aselage received his B.S. in Biology from the University of Notre Dame.
About Retrophin
Retrophin is a pharmaceutical company focused on the development, acquisition and commercialization of drugs for the treatment of serious, catastrophic or rare diseases for which there are currently no viable options for patients. The Company’s approved products include Chenodal®, Thiola® and Vecamyl®, and its pipeline includes
compounds for several catastrophic diseases, including focal segmental glomerulosclerosis (FSGS), pantothenate kinase-associated neurodegeneration (PKAN), schizophrenia, infantile spasms, nephrotic syndrome and others. For additional information, please visit www.retrophin.com.
Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995, regarding the research, development and commercialization of pharmaceutical products. Without limiting the foregoing, these statements are often identified by the words “may”, “might”, “believes”, “thinks”, “anticipates”, “plans”, “expects”, “intends” or similar expressions. No forward-looking statement can be guaranteed. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Investors are referred to the full discussion of risks and uncertainties as included in the Company’s filings with the Securities and Exchange Commission.