SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2018
EyePoint Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
|(Commission File Number)||(IRS Employer Identification No.)|
480 Pleasant Street
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (617) 926-5000
(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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On March 27, 2018, pSivida Corp. (the Company) entered into an employment agreement with Dario Paggiarino, M.D., the Companys Vice President, Chief Medical Officer (the Employment Agreement). Pursuant to the Employment Agreement, Dr. Paggiarino will receive a base salary of $396,550 per year and will be eligible to receive an annual cash bonus targeted at 35% of his base salary, with the actual amount of the bonus based on Dr. Paggiarinos performance and the Companys achievement of performance goals established by the Companys board of directors.
Pursuant to the Employment Agreement, termination of Dr. Paggiarinos employment by the Company without cause, or by Dr. Paggiarino with good cause (as such terms are defined in the Employment Agreement), would require the Company to pay severance to Dr. Paggiarino. Upon any such termination, Dr. Paggiarino would be entitled to receive (i) base salary continuation for a period of 12 months from the date of termination, payable in accordance with the Companys normal payroll practices, (ii) one times his annual target bonus, payable in equal installments during the period of base salary continuation under clause (i) above, and (iii) provided that Dr. Paggiarino timely elects COBRA continuation coverage for himself and his eligible dependents, a monthly amount that equals the portion of the monthly health premiums paid by the Company on behalf of Dr. Paggiarino and his eligible dependents immediately preceding the date that his employment terminates until the earlier of the last day of the period of Dr. Paggiarinos base salary continuation or the date that Dr. Paggiarino and his eligible dependents become ineligible for COBRA continuation coverage pursuant to applicable law or plan terms. Additionally, upon any such termination that occurs after a change of control (as defined in Dr. Paggiarinos employment agreement), any unvested portion of Dr. Paggiarinos options and any unvested restricted shares would vest and the options would become exercisable upon such termination, and such options would remain exercisable until the earlier of (x) one year thereafter (or three months following the date of employment termination in the case of any incentive stock options) and (y) the applicable option expiration date.
Dr. Paggiarinos right to receive the severance payments and benefits described above under the Employment Agreement is conditioned upon his execution and non-revocation of a separation agreement containing a general release of claims. Dr. Paggiarinos employment agreement contains certain restrictive covenants, including non-disclosure of confidential information, assignment of rights to intellectual property, a non-competition covenant that runs for 12 months following his termination of employment for any reason, a non-solicitation covenant with respect to certain of the Companys customers, vendors, suppliers and business partners that runs for 12 months following his termination of employment for any reason and a non-solicitation covenant with respect to the Companys employees and independent contractors that runs for 12 months following his termination of employment.
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 Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On March 28, 2018, the Company filed a certificate of amendment (the Certificate of Amendment) to its Certificate of Incorporation (the Certificate of Incorporation) to change its name from pSivida Corp. to EyePoint Pharmaceuticals, Inc. The name change became effective on March 29, 2018. The Companys Board of Directors also approved an amendment to the Companys by-laws to reflect the change in the Companys name.
The name change does not affect the rights of the Companys security holders. There were no other changes to the Certificate of Incorporation or by-laws in connection with the name change.
On April 2, 2018, the Companys common stock, which trades on the Nasdaq Global Market, ceased trading under the ticker symbol PSDV and commenced trading under the ticker symbol EYPT. Along with the ticker change, the Companys common stock has been assigned a new CUSIP number of 30233G100.
A copy of the Certificate of Amendment effecting the name change, as filed with the Delaware Secretary of State on March 28, 2018, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|3.1||Certificate of Amendment of Certificate of Incorporation.|
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.
|EyePoint Pharmaceuticals, Inc.|
|Date: April 2, 2018||By:||/s/ Nancy Lurker|
President and Chief Executive Officer
CERTIFICATE OF CORRECTION
TO CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
EyePoint Pharmaceuticals, Inc. (formerly named pSivida Corp.) (the Corporation), a corporation organized and existing under the General Corporation Law of the State of Delaware (the DGCL), does hereby certify:
FIRST: The name of the corporation is EyePoint Pharmaceuticals, Inc.
SECOND: A Certificate of Amendment of Certificate of Incorporation (the Certificate of Amendment) was filed with the Secretary of State of Delaware on March 28, 2018 and said Certificate of Amendment requires correction as permitted by Section 103 of the DGCL.
THIRD: The inaccuracy or defect of said Certificate of Amendment is the statement that, upon resolution of the Board of Directors of the Corporation, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. No such special meeting was held and, under Section 242(a)(1) of the DGCL, stockholder approval was neither required nor obtained. This inaccuracy appeared in the SECOND section of the Certificate of Amendment.
FOURTH: The Certificate of Amendment hereby is corrected by replacing in entirety the SECOND and THIRD sections of such Certificate of Amendment with the following corrected versions:
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
FIFTH: Except as expressly modified and corrected hereby, the Certificate of Amendment shall stand and continue in full force and effect as set forth therein.
* * *
IN WITNESS WHEREOF, EyePoint Pharmaceuticals, Inc. has caused this Certificate of Correction to Certificate of Amendment of Certificate of Incorporation to be signed by its duly authorized officer this 2nd day of April, 2018.
|EyePoint Pharmaceuticals, Inc.|
|By:||/s/ Nancy Lurker|
Name: Nancy Lurker
Title: President and Chief Executive Officer
[Signature Page to Certificate of Correction of EyePoint Pharmaceuticals, Inc.]
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered ARTICLE 1 so that, as amended, said Article shall be and read as follows:
Name change to: EyePoint Pharmaceuticals, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 28 day of March , 2018 .
|By:||/s/ Nancy Lurker|
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