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): September 21, 2015
Biota Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-35285 |
59-1212264 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2500 Northwinds Parkway, Suite 100 Alpharetta, GA |
30009 | |
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(Address of principal executive offices) |
(Zip Code) | |
Registrant’s telephone number, including area code: (678) 221-3350
Not Applicable
(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 (see General Instruction A.2. below):
☐ 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.
(b) On September 21, 2015, Dr. James Fox, notified the Company of his intention not to stand for reelection to the Board of Directors (the “Board”) of Biota Pharmaceuticals, Inc. (the “Company”), at its Annual Meeting of Stockholders in November 2015. There was no disagreement between Dr. Fox and the Company on any matter relating to the Company’s operations, policies or practices relative to his decision not stand for reelection to the Board.
(c) On September 21, 2013, the Board elected Mr. Armando Anido and Dr. Michael Dunne as directors. In connection with their election, each of Mr. Anido and Dr. Dunne was granted an option to purchase 30,000 shares of the Company’s common stock under the Company’s 2007 Omnibus Equity Incentive Plan, which will vest on the first, second and third annual anniversary of the date of grant. Mr. Anido and Dr. Dunne will also be entitled to receive the non-employee director compensation to which all non-employee directors are entitled as such compensation is then in effect. In addition, the Company has entered into its standard form of indemnification agreement with each of Mr. Anido and Dr. Dunne pursuant to which the Company is required to indemnify each of them against certain liabilities that may arise by reason of his status or service as a director.
The Board has determined that each of Mr. Anido and Dr. Dunne is an independent director under the NASDAQ listing standards. There is no arrangement or understanding between Mr. Anido and Dr. Dunne and any other person pursuant to which they were elected as a director, and there are no transactions in which Mr. Anido and Dr. Dunne has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Anido will serve on the Compensation Committee and Dr. Dunne will serve on the Nominating and Governance Committee.
On September 21, 2015, Biota Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the appointments of Mr. Anido and Dr. Dunne. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 |
Press release dated September 22, 2015. | |
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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Biota Pharmaceuticals, Inc. | ||
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Date: September 22, 2015 |
/s/ Joseph M Patti | |
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Name: |
Joseph M Patti | |
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Title: |
Chief Executive Officer and President | |
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(Duly Authorized Officer) | ||
EXHIBIT INDEX
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Exhibit Number |
Description | |
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99.1 |
Press release dated September 22, 2015. |
Exhibit 99.1
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PRESS RELEASE |
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FOR IMMEDIATE RELEASE
BIOTA PHARMACEUTICALS APPOINTS ARMANDO ANIDO
AND MICHAEL DUNNE, M.D. TO ITS BOARD OF DIRECTORS
ATLANTA, GA – September 22, 2015 - Biota Pharmaceuticals, Inc. (NASDAQ: BOTA, the “Company”), a biopharmaceutical company focused on the discovery and development of direct-acting antivirals to treat infections that have limited therapeutic options, announced the appointments of Armando Anido and Michael Dunne, M.D to its Board of Directors. Both of these new directors will begin serving as directors immediately and will stand for election for a full one-year term at the Company’s Annual Meeting of Stockholders in November 2015.
“It is with great pleasure that we welcome both Armando and Mike to our Board of Directors. Their collective success and leadership in the development and commercialization of infectious disease products will be invaluable to us as we continue to advance our clinical stage pipeline of direct-acting antivirals,” commented Joseph M. Patti, PhD, President and Chief Executive Officer at Biota.
Mr. Anido has served as Chairman of the Board and Chief Executive Officer of Zynerba Pharmaceuticals since October 2014. Prior to joining Zynerba, Mr. Anido served as Chief Executive Officer and director of NuPathe, Inc. from 2012 through its acquisition by Teva Pharmaceuticals in 2014, during which time he led the company through FDA approval of its lead product, Zecuity, a transdermal patch for migraine. From 2006 to 2011, Mr. Anido served as Chief Executive Officer and President and as a director of Auxilium Pharmaceuticals, Inc., a specialty pharmaceutical company acquired by Endo International plc. Prior to its acquisition by AstraZeneca, Mr. Anido served as Executive Vice President, Sales and Marketing at MedImmune, Inc. and played a major role in the commercial success of Synagis®, a monoclonal antibody for the prevention of respiratory syncytial infections in infants. Mr. Anido also served in a series of positions with increasing responsibility at Glaxo Wellcome, Inc, including Director, HIV Marketing and Vice President, Central Nervous System Marketing. He holds an M.B.A. and a B.S. in Pharmacy from West Virginia University.
Dr. Dunne is currently Chief Science Officer of Iterum Pharmaceuticals plc. From 2014-2015, Dr. Dunne was Vice President Research and Development at Actavis plc (now Allergan plc). Prior to its acquisition by Actavis plc in 2014, Dr. Dunne served as the Chief Medical Officer at Durata Therapeutics, during which time he led the clinical development of dalbavancin, an intravenous antibiotic for gram positive infections. Prior to joining Durata as Chief Medical Officer in 2009, Dr. Dunne worked at Pfizer for 17 years, which included holding positions of Vice President, Therapeutic Area Development and Head, Infectious Diseases, Global R&D and, subsequent to that, Vice President, Portfolio Policy, Worldwide Policy & Public Affairs, Global R&D. During his time at Pfizer, Dr. Dunne led the clinical development of a number of infectious diseases products, including maraviroc, voriconazole, and Zithromax®. Dr. Dunne currently sits on the scientific advisory committee for the Global Alliance for TB Drug Development and the Medicines for Malaria Venture. Dr. Dunne holds an M.D. from the State University of New York Health Science Center at Brooklyn, completed his residency in Internal Medicine as well as fellowships in pulmonary medicine and infectious diseases at Yale University and has a B.A. in Economics from Northwestern University.
Biota Pharmaceuticals, Inc. ♦ 2500 Northwinds Parkway, Suite 100 ♦ Alpharetta, GA 30009 ♦ Tel: (678) 221-3343
The Company also announced that Dr. James Fox will not stand for re-election to its Board of Directors at its Annual Meeting of Shareholders in November 2015.
“We certainly understand Jim’s desire to reduce his significant travel, business and board commitments at this time. On behalf of Biota and our board, I want to thank Jim for being instrumental in the challenging transition of the organization and being supportive of the implementation of our strategy over the past several years to better position us for future success,” said Russell Plumb, Executive Chairman of Biota Pharmaceuticals, Inc.
About Biota Pharmaceuticals, Inc.
Biota Pharmaceuticals is focused on the discovery and development of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. The Company has four product candidates in clinical development. These include vapendavir, an oral treatment for human rhinovirus infections in moderate-to-severe asthmatics that is currently being evaluated in the Company's ongoing Phase 2b SPIRITUS trial; BTA074, a topical antiviral treatment in Phase 2 development for genital warts caused by human papillomavirus types 6 & 11; BTA585, an oral fusion (F) protein inhibitor in Phase 1 development for the treatment of respiratory syncytial virus (RSV) A & B infections; and laninamivir octanoate, a one-time, inhaled treatment in Phase 2 development for influenza A and B infections. The Company also has a preclinical stage RSV non-fusion inhibitor program. For additional information about the Company, please visit www.biotapharma.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve known and unknown risks and uncertainties concerning Biota Pharmaceuticals, Inc. business, operations and financial performance. Any statements that are not of historical facts may be deemed to be forward-looking statements. Other cautionary statements contained elsewhere in this press release and in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015, as filed with the U.S. Securities and Exchange Commission on September 11, 2015. There may be events in the future that the Company is unable to predict, or over which it has no control, and the Company’s business, financial condition, results of operations and prospects may change in the future. The Company may not update these forward-looking statements more frequently than quarterly unless it has an obligation under U.S. Federal securities laws to do so.
Biota is a registered trademark of Biota Pharmaceuticals, Inc.
Contacts:
Joseph M. Patti, PhD
President and Chief Executive Officer of Biota
(678) 221-3352
j.patti@biotapharma.com
Sarah McCabe
Stern Investor Relations, Inc.
(212) 362-1200
sarah@sternir.com
Biota Pharmaceuticals, Inc. ♦ 2500 Northwinds Parkway, Suite 100 ♦ Alpharetta, GA 30009 ♦ Tel: (678) 221-3343