SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
November 23, 2020
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||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.001 par value||CORT||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 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 November 23, 2020, the Board of Directors (the “Board”) of Corcept Therapeutics Incorporated (the “Company”) elected Gillian M. Cannon, PhD, to serve as a director of the Company and appointed her as a member of the Audit Committee of the Board.
In connection with Dr. Cannon'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 amount of $10,000 per year in accordance with the Company’s current practice for Audit Committee member compensation. In accordance with the Company’s current practice for option grants to new directors, on December 1, 2020, Dr. Cannon will be granted an option to purchase 60,000 shares of the Company’s common stock, at an exercise price equal to 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 Dr. Cannon'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.
Dr. Cannon 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 Dr. Cannon 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 7.01. Regulation FD Disclosure
On November 23, 2020, the Company issued a press release announcing the appointment of Dr. Cannon. The press release is furnished as Exhibit 99.1 hereto.
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|
|Date:||November 23, 2020||By:||/s/ G. Charles Robb|
|Name: G. Charles Robb|
|Title: Chief Financial Officer and Secretary|
CORCEPT THERAPEUTICS APPOINTS GILLIAN M. CANNON, PHD, TO BOARD OF DIRECTORS
MENLO PARK, Calif. (Nov. 23, 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 Gillian M. Cannon, PhD, has joined the company’s Board of Directors.
Dr. Cannon brings to Corcept more than 30 years experience in the pharmaceutical industry, where she has served in leadership roles at Merck and Co. Inc., UCB Inc. and Otsuka Pharmaceuticals. In her 27-year career at Merck, Dr. Cannon held a variety of senior positions, including Global Vice President for Commercial Operations at Merck’s start-up biosimilar business, Merck BioVentures; Business Unit Head for Merck’s specialty products franchise; and Global Commercial Head of its neuroscience franchise. She is currently President of Alyvant and Executive in Residence for Roivant Sciences.
“I am very pleased to welcome Gillian to our board,” said Joseph K. Belanoff, MD, Corcept’s Chief Executive Officer. “Her extensive experience in pharmaceutical commercial operations, marketing and sales and her track record of devising and gaining acceptance for innovative solutions will help us advance our pipeline of proprietary, selective cortisol modulators.”
About Corcept Therapeutics
Corcept is 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 hormone cortisol. Korlym® was the first drug approved by the U.S. Food and Drug Administration for patients with Cushing’s syndrome. Corcept has discovered a large portfolio of proprietary compounds that selectively modulate the effects of cortisol. The company owns extensive United States and foreign intellectual property covering the composition of its selective cortisol modulators and the use of cortisol modulators to treat a variety of serious disorders.
Statements in this press release, other than statements of historical fact, are forward-looking statements based on our current plans and expectations that are subject to risks and uncertainties that might cause our actual results to differ materially from those statements express or imply. These risks and uncertainties include, but are not limited to, our ability to operate our business and achieve our goals and conduct our clinical trials during the Covid-19 pandemic and 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 and 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 statements regarding advancement of our pipeline of proprietary, selective cortisol modulators. We disclaim any intention or duty to update forward-looking statements made in this press release.
Christopher S. James, MD
Director, Investor Relations