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): June 27, 2016
Corcept Therapeutics Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-50679 | 77-0487658 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
149 Commonwealth Drive
Menlo Park, CA 94025
(Address of principal executive offices, with zip code)
(650) 327-3270
(Registrant’s telephone number, including area code)
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 Principal Officers; Election of Directors; Appointment of Principal Officers
On June 27, 2016, the Board of Directors (the “Board”) of Corcept Therapeutics Incorporated (“Corcept” or the “Company”) elected Renée D. Galá to serve as a director of the Company and appointed her as a member of the Audit Committee of the Board. A copy of the press release announcing Ms. Galá’s appointment to the Board is attached hereto as Exhibit 99.1.
In connection with Ms. Galá’s appointment as a director, she will receive cash compensation in the amount of $40,000 per year in accordance with the Company’s practice for non-employee director compensation. In addition, she will receive cash compensation in the amount of $10,000 per year in accordance with the Company’s practice for Audit Committee member compensation. In accordance with the Company’s practice for option grants to new directors, on June 27, 2016, Ms. Galá was granted an option to purchase 70,000 shares of the Company’s common stock, at an exercise price of $5.11 per share, the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. This option will vest over a four-year period, with 25% vesting on the first annual anniversary of the date of grant and the remainder vesting ratably on each monthly anniversary thereafter until fully vested, subject to Ms. Galá’s continued service.
Ms. Galá and the Company have entered into the Company’s standard form of Indemnification Agreement for officers and directors. The Indemnification Agreement requires the Company to indemnify Ms. Galá against certain liabilities which may arise by reason of her service to the Company, or, at its request, another enterprise, to the fullest extent permitted by law. The foregoing description is qualified in its entirety by reference to the form of Indemnification Agreement, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2007.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release of Corcept Therapeutics Incorporated, dated June 28, 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.
| CORCEPT THERAPEUTICS INCORPORATED | ||||
| By: |
/s/ G. Charles Robb | |||
| Name: | G. Charles Robb | |||
| Title: | Chief Financial Officer and Secretary | |||
Date: June 28, 2016
EXHIBIT INDEX
| 99.1 | Press Release of Corcept Therapeutics Incorporated, dated June 28, 2016. | |
Exhibit 99.1
|
CONTACT: Charles Robb Chief Financial Officer Corcept Therapeutics 650-688-8783 crobb@corcept.com www.corcept.com |
CORCEPT THERAPEUTICS APPOINTS RENÉE D. GALÁ TO BOARD OF DIRECTORS
MENLO PARK, Calif. (June 28, 2016) – Corcept Therapeutics Incorporated (NASDAQ: CORT), a pharmaceutical company engaged in the discovery, development and commercialization of drugs that treat severe metabolic, psychiatric and oncologic disorders by modulating the effects of the stress hormone cortisol, announced today that Renée D. Galá has joined the company’s Board of Directors.
“I am very pleased to welcome Renée to our Board,” said Joseph K. Belanoff, M.D., Corcept’s Chief Executive Officer. “Her broad financial and operating experience will be invaluable as we continue to grow our Cushing’s syndrome business and advance our portfolio of cortisol-modulating compounds for new indications.”
Ms. Galá is the Senior Vice President and Chief Financial Officer of Theravance Biopharma, a public biopharmaceutical company focused on anti-infectives and diseases of the lung and gastrointestinal tract. In that role, she is responsible for finance, accounting, tax, investor relations, information technology, facilities and corporate business development.
Ms. Galá joined Theravance, Inc. in 2006 and held various roles in the finance organization before leading the separation of the biopharmaceutical business (now Theravance Biopharma) from the royalty company (Innoviva, Inc.) in 2014. Prior to joining Theravance, Inc., Ms. Galá held positions of increasing responsibility in global treasury, pharmaceutical sales, and corporate strategy/business development at Eli Lilly and Company. Before that, she worked for seven years in the energy industry, both in the United States and internationally, in positions focused on corporate finance, project finance and mergers and acquisitions. Ms. Galá holds a B.S. in Mathematics from Vanderbilt University and an M.B.A. from Columbia Business School.
“I am excited to join the Corcept team,” said Ms. Galá. “The company’s Cushing’s syndrome franchise is a promising stand-alone business that also supports development of cortisol modulators with demonstrated therapeutic potential. In the next 12-18 months, research conducted by Corcept and its academic collaborators will generate efficacy data in a wide range of serious disorders. I am looking forward to contributing to the advancement of such a broad and rich therapeutic platform.”
About Corcept Therapeutics Incorporated
Corcept is a pharmaceutical company engaged in the discovery, development and commercialization of drugs that treat severe metabolic, psychiatric and oncologic disorders by modulating the effects of cortisol. Korlym®, a first-generation cortisol modulator, is the company’s first FDA-approved medication. The company has a portfolio of proprietary compounds that selectively modulate the effects of cortisol but not progesterone. Corcept owns extensive intellectual property covering the use of cortisol modulators, including mifepristone (the active ingredient in Korlym), in the treatment of a wide variety of serious disorders. It also holds composition of matter patents covering its selective cortisol modulators.
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Forward-Looking Statements
Statements made in this press release, other than statements of historical fact, are forward-looking statements. These forward-looking statements, including statements regarding the timing of clinical trial results and the advancement of the company’s therapeutic platform, are subject to known and unknown risks and uncertainties that might cause actual results to differ materially from those expressed or implied by such statements, including the pace of Korlym’s acceptance by physicians and patients, the pace of enrollment in or the outcome of Corcept’s Phase 1/2 study of mifepristone in the treatment of triple-negative breast cancer, CORT125134 to treat solid-tumor cancers and clinical trials being undertaken by academic investigators at the University of Chicago and elsewhere, the pre-clinical development of Corcept’s selective cortisol modulators, the effects of rapid technological change and competition, the protections afforded by Korlym’s Orphan Drug designation or Corcept’s intellectual property rights, or the cost, pace and success of Corcept’s other product development efforts. These and other risks are set forth in the company’s SEC filings, which are available at the company’s website (corcept.com) or from the SEC’s website (sec.gov). Corcept disclaims any intention or duty to update any forward-looking statement made in this press release.
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