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 2, 2016
pSivida Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51122 | 26-2774444 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
480 Pleasant Street, Watertown, MA 02472
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 926-5000
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 2, 2016, pSivida Corp. (the “Company”) appointed Deb Jorn to serve as the Company’s EVP, Corporate and Commercial Development.
Ms. Jorn, 58, is a senior commercial strategist with a more than 30-year history of building global pharmaceutical businesses and designing and implementing business and marketing strategies across numerous therapeutic areas. Ms. Jorn is the former Executive Vice President and Group Company Chair at Valeant Pharmaceuticals International (“Valeant”), where she was responsible for Valeant’s Dermatology and Gastroenterology business units and led a marketing and sales organization encompassing over 1,100 employees. Prior to Valeant, she was the Chief Global Marketing Officer at Bausch & Lomb Incorporated and served as the commercial head of its Global Pharmaceutical Division, which included both prescription and over-the-counter brands. She also served in senior commercial leadership roles at Schering-Plough Corporation, Johnson & Johnson and Pharmacia Corporation. Ms. Jorn currently serves as a member of the board of directors of each of Orexigen Therapeutics, Inc. and Viveve Medical, Inc. Ms. Jorn received an MBA from the Stern School of Business at New York University and a BA in Biochemistry from Rutgers University.
In connection with Ms. Jorn’s appointment, the Company entered into an employment agreement with Ms. Jorn to commence employment with the Company on November 2, 2016 (the “Employment Agreement”). Pursuant to the Employment Agreement, Ms. Jorn will receive a base salary of $380,000 per year and will be eligible to receive an annual cash bonus targeted at 40% of her base salary, with the actual amount of the bonus based on Ms. Jorn’s performance and the Company’s achievement of performance goals established by the Company’s board of directors. In addition, the Company granted two equity awards to Ms. Jorn: (a) an option to purchase 300,000 shares of the Company’s common stock, which will vest and become exercisable as to 25% of the award on each of the first, second, third and fourth anniversaries of grant, and (b) restricted stock units representing the right to receive up to 200,000 shares of the Company’s common stock based on achievement of specified target total shareholder returns, measured on the third anniversary of grant.
If the Company terminates Ms. Jorn’s employment without “Cause” or Ms. Jorn terminates her employment for “Good Cause” (each as defined in the Employment Agreement), Ms. Jorn will be eligible to receive (a) continued payment of her base salary for up to12 months following such termination, (b) an amount up to her target annual bonus payable in equal installments during the salary continuation period and (c) provided Ms. Jorn timely elects COBRA coverage, a monthly payment equal to the portion of the monthly health premiums paid by the Company on behalf of Ms. Jorn and her eligible dependents immediately preceding such termination until the earlier of the last day of the salary continuation period and the date on which Ms. Jorn and her eligible dependents become ineligible for COBRA coverage. Ms. Jorn also is entitled to (x) accelerated vesting of a portion of her option award upon a termination of her employment without “Cause” or for “Good Cause” and (y) full vesting of any options or restricted stock she holds that are assumed in a qualifying Change of Control (as defined in the Employment Agreement), as well as extended exercise of any such options, upon a termination of her employment without “Cause” or for “Good Cause” following such Change of Control.
There is no arrangement or understanding between Ms. Jorn and any other person pursuant to which Ms. Jorn was appointed as the Company’s EVP, Corporate and Commercial Development. Except as described herein, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Ms. Jorn has a direct or indirect material interest. There are no family relationships between Ms. Jorn and any of the directors or officers of the Company or any of its subsidiaries.
The foregoing summary of certain terms of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016.
A copy of the press release announcing Ms. Jorn’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 7, 2016. | |
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.
| PSIVIDA CORP. | ||
| By: | /s/ Lori Freedman | |
| Lori Freedman | ||
| Vice President, Corporate Affairs, General Counsel and Secretary | ||
Date: November 8, 2016
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 7, 2016. | |
Exhibit 99.1
For Immediate Release
Seasoned Ophthalmology Executive Deb Jorn Joins pSivida to Focus on Corporate and Commercial Development
WATERTOWN, Mass., November 7, 2016 — pSivida Corp. (NASDAQ: PSDV) (ASX:PVA), a leader in the development of sustained release drug products and technologies, announced that Deb Jorn, a proven business development executive, has joined the Company as Executive Vice President of Corporate and Commercial Development, a newly created position reporting directly to Nancy Lurker, pSivida’s President and Chief Executive Officer. Ms. Jorn’s primary responsibilities will be to establish collaborations leveraging pSivida’s unique technologies and finalizing an EU partnership deal for the Company’s Durasert™ three-year uveitis, which was formerly known as Medidur.
Ms. Jorn’s experience and expertise in corporate licensing, M&A and alliance management helped her build US and global pharmaceutical businesses across numerous therapeutic areas, including ophthalmology. Most recently, she was EVP and Company Chair at Valeant Pharmaceuticals and previously served as Chief Marketing Officer at Bausch & Lomb. Earlier, Ms. Jorn was Group VP of Womens’ Healthcare and Fertility at Schering Plough. She was also at Johnson & Johnson as the Worldwide VP of Internal Medicine and Early Commercial Input. She began her career at Merck and for more than twenty years held roles of progressive responsibility in a variety of functions including R&D, regulatory, sales and marketing. Ms. Jorn holds a B.A. in Biochemistry from Rutgers University and an MBA from New York University’s Stern Graduate School of Business Administration.
“Deb has an impressive track record and her knowledge of the ophthalmology market and her corporate licensing and M&A experience greatly enhance our team’s capabilities,” commented Ms. Lurker. “She is a proven leader who, in addition to her corporate licensing and M&A experience has also brought many iconic brands to market. I look forward to working with Deb as we begin the early planning for our future branding and launch of Durasert three-year uveitis in the EU and US.”
“I am very excited about pSivida’s sustained release drug products. I believe my pharmaceutical experience and successful track record in corporate licensing and M&A will enable us to leverage pSivida’s unique delivery technologies and prepare Durasert three-year uveitis product for launch,” commented Ms. Jorn.
About pSivida Corp.
pSivida Corp. (www.psivida.com), headquartered in Watertown, MA, is a leader in the development of sustained release drug technologies for eye diseases. pSivida has developed three of only four FDA-approved sustained-release treatments for back-of-the-eye diseases. The most recent, ILUVIEN®, a micro-insert for diabetic macular edema, licensed to Alimera Sciences, is currently sold in the US and three EU countries. Retisert®, an implant for posterior uveitis, is licensed to and sold by Bausch & Lomb. pSivida’s lead product candidate, Durasert micro-insert for posterior segment uveitis being independently developed, is currently in pivotal Phase 3 clinical trials. pSivida’s pre-clinical development program is focused on using its core platform technologies Durasert™ and Tethadur™ to deliver drugs and biologics to treat wet and dry age-related macular degeneration, glaucoma, osteoarthritis and other diseases. To learn more about pSivida, please visit www.psivida.com and connect on Twitter, LinkedIn, Facebook and Google+.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking, and are inherently subject to risks, uncertainties and potentially inaccurate assumptions. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. Some of the factors that could cause actual results to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements include uncertainties with respect to: our ability to obtain needed capital; our ability to achieve profitable operations; potential declines in Retisert royalties; fluctuations in our operating results; further impairment of our intangible assets; our ability to obtain marketing approvals for and successfully commercialize Durasert three-year uveitis for posterior segment uveitis; performance by CROs, vendors and investigators; timing of filing marketing approval applications for Durasert three-year uveitis; acceptability of data to be filed in support of Durasert three-year uveitis marketing applications; maintenance of orphan designation for Durasert three-year uveitis, potential off-label sales of ILUVIEN for posterior segment uveitis; successful commercialization of, and receipt of revenues from, ILUVIEN for DME; Alimera’s ability to continue as a going concern; the effect of pricing and reimbursement decisions on sales of ILUVIEN for DME; consequences of fluocinolone acetonide side effects; outcome of dispute with Alimera on commercialization expenses; any exercise by Pfizer of its option with respect to the latanoprost product; our ability to develop Tethadur to successfully deliver large biologic molecules and develop products using it; efficacy and future development of severe OA implant by us; our ability to successfully develop product candidates, initiate and complete clinical trials and receive regulatory approvals; our ability to market and sell products; the success of current and future license agreements; termination or breach of current license agreements; effects of competition and other developments affecting sales of products; market acceptance of products; effects of guidelines, recommendations and studies; protection of intellectual property and avoiding intellectual property infringement; retention of key personnel; product liability; industry consolidation; compliance with environmental laws; manufacturing risks; risks and costs of international business operations; effects of potential U.K. exit from the EU; legislative or regulatory changes; volatility of stock price; possible dilution; absence of dividends; and other factors described in our filings with the SEC. You should read and interpret any forward-looking statements in light of these risks. Should known or unknown risks materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements. You should bear this in mind as you consider any forward-looking statements. Our forward-looking statements speak only as of the dates on which they are made. We do not undertake any obligation to publicly update or revise our forward-looking statements even if experience or future changes makes it clear that any projected results expressed or implied in such statements will not be realized.
Contact:
EVC Group
Michael Polyviou/Doug Sherk – Investors
mpolyviou@evcgroup.com; dsherk@evcgroup.com
212.850.6020; 415.652.9100
Thomas Gibson – Media
tom@tomgibsoncommunications.com
201-476-0322