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): July 19, 2016
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.) | ||
| 12255 El Camino Real, Suite 250 San Diego, CA |
92130 | |||
| (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. |
(d) On July 19, 2016, the Board of Directors (the “Board”) of Retrophin, Inc. (the “Company”) appointed Roy D. Baynes, M.D., Ph.D. to serve as a director of the Company, effective immediately. Dr. Baynes will also serve as a member of the Nominating / Corporate Governance Committee of the Board (the “Nominating Committee”).
In accordance with the Company’s non-employee director compensation policy, upon his appointment as a director, Dr. Baynes received a nonqualified stock option to purchase 16,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of grant, and a restricted stock unit covering 4,000 shares of the Company’s common stock, each of which will vest and become exercisable over a three year period following the date of grant. Additionally, Dr. Baynes will be entitled to receive a $45,000 annual retainer for his service as a director and a $5,000 annual retainer for his service on the Nominating Committee.
At each annual meeting of shareholders following which Dr. Baynes’s term as a director continues, starting with the Company’s 2017 annual meeting of shareholders, Dr. Baynes will be entitled to receive a nonqualified stock option to purchase 8,000 shares of the Company’s common stock, and a restricted stock unit covering 2,000 shares of the Company’s common stock, each of which will vest and become exercisable over a one year period following the date of grant. The Company is not aware of any transaction involving Dr. Baynes requiring disclosure under Item 404(a) of Regulation S-K.
Additional information about Dr. Baynes can be found in the press release issued by the Company on July 19, 2016, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Retrophin, Inc. dated July 19, 2016. | |
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: July 19, 2016 | By: | /s/ Stephen Aselage | ||||
| Name: | Stephen Aselage | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Contact:
Chris Cline, CFA
Senior Director, Investor Relations
646-564-3680
IR@retrophin.com
Retrophin Appoints Roy D. Baynes, M.D., Ph.D., to Board of Directors
SAN DIEGO (July 19, 2016) – Retrophin, Inc. (NASDAQ: RTRX) today announced the appointment of Roy D. Baynes, M.D., Ph.D., to its Board of Directors, effective immediately. Dr. Baynes currently serves as senior vice president of Global Clinical Development at Merck Research Laboratories.
“I am pleased to welcome Dr. Baynes to our board,” said Gary A. Lyons, Chairman of Retrophin. “Roy brings a wealth of development experience to the company, which will provide strategic guidance as we approach key clinical milestones for sparsentan and RE-024 and advance early-stage research. We look forward to his contributions to our future success.”
Prior to his role at Merck, Dr. Baynes was senior vice president of Oncology, Inflammation and Respiratory Therapeutics at Gilead Sciences, Inc., which was preceded by his service at Amgen, Inc. as vice president of Global Clinical Development and therapeutic area head for Hematology/Oncology. Before joining Amgen, Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes has authored more than 150 publications and is a member or fellow of several international medical societies. Dr. Baynes received his medical degree and doctorate in philosophy from the University of the Witwatersrand in South Africa, and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital.
About Retrophin
Retrophin is a fully integrated biopharmaceutical company dedicated to delivering life-changing therapies to people living with rare diseases who have few, if any, treatment options. The Company’s approach centers on its pipeline featuring clinical-stage assets targeting rare diseases with significant unmet medical needs, including sparsentan for focal segmental glomerulosclerosis (FSGS), a disorder characterized by progressive scarring of the kidney often leading to end-stage renal disease, and RE-024 for pantothenate kinase-associated neurodegeneration (PKAN), a life-threatening neurological disorder that typically begins in early childhood. Research exploring the potential of early-stage assets, including RE-034, in several rare diseases is also underway. Retrophin’s R&D efforts are supported by revenues from the Company’s commercial products, Thiola®, Cholbam®, and Chenodal®.
Retrophin.com
The Retrophin Board of Directors was advised by Heidrick & Struggles, Inc.