SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
September 17, 2019
Date of Report (date of earliest event reported)
Corcept Therapeutics Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
149 Commonwealth Drive, Menlo Park, CA 94025
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.001 par value
The Nasdaq Stock Market
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 Principal Officers; Election of Directors; Appointment of Principal Officers
On September 17, 2019, the Board of Directors (the “Board”) of Corcept Therapeutics Incorporated (the “Company”) elected Kimberly Park to serve as a director of the Company and appointed her as a member of the Audit Committee of the Board and the Corporate Governance and Nominating Committee of the Board. A copy of the press release announcing Ms. Park’s appointment to the Board is attached hereto as Exhibit 99.1.
In connection with Ms. Park’s appointment as a director, she will receive cash compensation in the amount of $50,000 per year in accordance with the Company’s current practice for non-employee director compensation. In addition, she will receive cash compensation in the amounts of $10,000 and $5,000 per year in accordance with the Company’s current practice for Audit Committee and Corporate Governance and Nominating Committee member compensation, respectively. In accordance with the Company’s current practice for option grants to new directors, on September 17, 2019, Ms. Park was granted an option to purchase 60,000 shares of the Company’s common stock, at an exercise price of $13.49 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. Park’s continued service.
Ms. Park 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. Park 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
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
/s/ G. Charles Robb
Name: G. Charles Robb
Title: Chief Financial Officer and Secretary
Date: September 18, 2019
Christopher S. James, MD
Director, Investor Relations
CORCEPT THERAPEUTICS APPOINTS KIMBERLY PARK TO BOARD OF DIRECTORS
MENLO PARK, Calif. (September 18, 2019) - Corcept Therapeutics Incorporated (NASDAQ: CORT), a commercial-stage company engaged in the discovery and development of drugs to treat severe metabolic, oncologic and psychiatric disorders by modulating the effects of the stress hormone cortisol, announced today that Kimberly Park has joined the company’s Board of Directors.
“I am very happy to welcome Kim to our Board,” said Joseph K. Belanoff, M.D., Corcept’s Chief Executive Officer. “Her broad experience in marketing and sales at Merck and Janssen will be extremely valuable as we advance the clinical and commercial development of our proprietary cortisol modulators. Finding innovative solutions to the challenges facing physicians and patients has been the hallmark of Kim’s career. She will be an important voice on our Board.”
“It’s an exciting time to join Corcept,” added Ms. Park. “The company faces an enviable challenge - simultaneously growing
a successful commercial business and advancing promising development programs in a wide range of serious disorders. Corcept’s work has the potential to help millions of patients. I am glad to be a part of it.”
Ms. Park brings significant operational experience to Corcept. Prior to joining Corcept, Ms. Park was Global Vice President of Customer Strategy and Innovation at Merck & Co. She also served as U.S. Vice President of Merck’s managed care marketing group. Before that, Ms. Park was U.S. Vice President of Sales and Marketing for the primary care franchise of Janssen Pharmaceuticals and was a founding partner and Global Vice President at Janssen Healthcare Innovation, a team within Janssen Research & Development dedicated to optimizing healthcare delivery and the consumer healthcare experience. Before joining Janssen, Ms. Park held leadership positions in marketing, marketing research, manufacturing and sales at GlaxoSmithKline plc. She received her BA in International Business from the University of Michigan.
About Corcept Therapeutics Incorporated
Corcept is a commercial-stage company engaged in the discovery and development of drugs that treat severe metabolic, oncologic and psychiatric disorders by modulating the effects of the stress hormone cortisol. Korlym® was the first treatment approved by the U.S. Food and Drug Administration for patients with Cushing’s syndrome. Corcept has discovered a large portfolio of proprietary compounds, including relacorilant, exicorilant and miricorilant, that selectively modulate the effects of cortisol but not progesterone. Corcept owns extensive United States and foreign intellectual property covering the composition of its selective cortisol modulators and the use of cortisol modulators, including mifepristone, to treat a variety of serious disorders.
Statements in this press release, other than statements of historical fact, are forward-looking statements, which are based on Corcept’s current plans and expectations and are subject to risks and uncertainties that might cause actual results to differ materially from those such statements express or imply. These risks and uncertainties include, but are not limited to, Corcept’s ability to generate sufficient revenue to fund its commercial operations and development programs; the availability of competing treatments, including generic versions of Korlym; Corcept’s ability to obtain
acceptable prices or adequate insurance coverage and reimbursement for Korlym; and risks related to the development of Corcept’s product candidates, including regulatory approvals, mandates, oversight and other requirements. These and other risks are set forth in Corcept’s SEC filings, which are available at Corcept’s website and the SEC’s website. In this press release, forward-looking statements include those regarding the safety and efficacy of Corcept’s drug candidates and the cost, timing and success of Corcept’s development programs and commercial efforts. Corcept disclaims any intention or duty to update forward-looking statements made in this press release.