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)
(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.) | |||||||||
(Address of Principal Executive Offices) (Zip Code)
(650 ) 327-3270
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 March 12, 2020, the Board of Directors (the “Board”) of Corcept Therapeutics Incorporated (the “Company”) elected Gregg Alton to serve as a director of the Company and appointed him as a member and Chair of the Corporate Governance and Nominating Committee of the Board.
In connection with Mr. Alton’s appointment as a director, he 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, he will receive cash compensation in the amount of $10,000 per year in accordance with the Company’s current practice for Corporate Governance and Nominating Committee Chair compensation. In accordance with the Company’s current practice for option grants to new directors, on March 12, 2020, Mr. Alton was granted an option to purchase 60,000 shares of the Company’s common stock, at an exercise price of $10.48 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% of the shares vesting on the first anniversary of the date of grant and the remainder vesting ratably on each monthly anniversary thereafter until fully vested, subject to Mr. Alton’s continued service. In accordance with the Company’s current practice for annual option grants to non-employee directors, non-employee directors who are reelected at the Company’s annual meeting of the stockholders (the “Annual Meeting”) are each granted an option to purchase 30,000 shares of our common stock that vests over one year at the rate of 8.3334 percent per month from the date of the Annual Meeting until fully vested, subject to the non-employee director’s continued service.
Mr. Alton 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 Mr. Alton against certain liabilities which may arise by reason of his 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 7.01. Regulation FD Disclosure
On March 12, 2020, the Company issued a press release announcing the appointment of Mr. Alton. The press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits No. | Description | ||||
| 99.1 | |||||
| 104.1 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
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 | ||||||||||||||
| Date: | March 12, 2020 | By: | /s/ G. Charles Robb | |||||||||||
| Name: G. Charles Robb | ||||||||||||||
| Title: Chief Financial Officer and Secretary | ||||||||||||||
EXHIBIT 99.1
Corcept Therapeutics Appoints Gregg Alton to Board of Directors
MENLO PARK, Calif. (March 12, 2020) – 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 former Gilead Sciences executive Gregg Alton has joined Corcept’s Board of Directors. Mr. Alton has also been appointed as Chair of the Corporate Governance and Nominating Committee of the Board of Directors.
Mr. Alton served as Gilead’s interim Chief Executive Officer from January 2019 until March 2019. Before that, he was Gilead’s Chief Patient Officer, responsible for Gilead’s government affairs, public affairs, patient outreach and engagement initiatives, as well as efforts to facilitate access to its medicines around the world. Mr. Alton also oversaw Gilead’s corporate and medical affairs functions, its digital patient solutions and patient-centered outcomes groups, and commercial operations in certain countries. He had previously served as Gilead’s General Counsel.
“I am excited to welcome Gregg to our Board,” said Joseph K. Belanoff, MD, Corcept’s Chief Executive Officer. “His twenty years of experience and broad portfolio of responsibilities at Gilead will be invaluable as our commercial operations mature and we advance our proprietary selective cortisol modulators in a wide range of serious disorders. Gregg has devoted his career to helping patients and physicians understand their treatment options and obtain access to life-saving medications.”
“Corcept’s FDA-approved medication Korlym® and the drug candidates it is developing have the potential to benefit millions of patients,” said Mr. Alton. “I look forward to contributing to the advancement of such a rich commercial and clinical program.”
About Corcept Therapeutics
We are 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. Korlym® was the first drug approved by the U.S. Food and Drug Administration for patients with Cushing’s syndrome. We have discovered a large portfolio of proprietary compounds, including relacorilant, exicorilant and miricorilant, that selectively modulate the effects of cortisol but not progesterone. We own extensive United States and foreign intellectual property covering the composition of our selective cortisol modulators and the use of cortisol modulators, including mifepristone, to treat a variety of serious disorders.
Forward-Looking Statements
Statements in this press release, other than statements of historical fact, are forward-looking statements, which are based on our 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, our ability to generate sufficient revenue to fund our commercial operations and development programs; the availability of competing treatments, including generic versions of Korlym; our ability to obtain acceptable prices or adequate insurance coverage and reimbursement for Korlym; and risks related to the development of our product candidates, including their clinical attributes, regulatory approvals, mandates, oversight and other requirements. These and other risks are set forth in our SEC filings, which are available at our website and the SEC’s website. In this press release, forward-looking statements include those regarding Corcept’s drug candidates and commercial operations, advancement of its proprietary selective cortisol modulators in a wide range of serious disorders and the value that Mr. Alton will bring to Corcept. Corcept disclaims any intention or duty to update forward-looking statements made in this press release.
CONTACT:
Christopher S. James, MD
Director, Investor Relations
Corcept Therapeutics
650-684-8725
cjames@corcept.com
www.corcept.com