UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 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): May 12, 2016

 

Repros Therapeutics Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other

Jurisdiction of

Incorporation)

 

001-15281

(Commission File

Number)

 

76-0233274

(I.R.S. Employer

Identification No.)

 

2408 Timberloch Place, Suite B-7    
The Woodlands, TX   77380
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (281) 719-3400

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 12, 2016, the Board of Directors (the “Board”) of Repros Therapeutics Inc. (the “Company”) elected Patrick Fourteau, age 68, to the Board, effective immediately, to fill an existing vacancy on the Board. Mr. Fourteau has also been named to serve as the Chairman of the Board.

 

Mr. Fourteau’s term will expire at the Company’s next annual stockholders meeting to be held in June 2016, and Mr. Fourteau will be nominated to stand for re-election at that time. Effective upon joining the Board, Mr. Fourteau becomes eligible to receive the standard compensation provided by the Company to its other non-employee directors, as most recently disclosed in the Company’s proxy statement for its 2015 annual meeting of stockholders, and he will also receive options to purchase 100,000 shares of the Company’s common stock, vesting in equal annual installments on the date of grant and the first two anniversaries thereof, exercisable at the closing price of the Company’s common stock on the date he joined the Board.

 

Mr. Fourteau currently serves as the Chief Executive Officer and a member of the Board of Directors of New Haven Pharmaceutical. Mr. Fourteau served as President and Chief Executive Officer of Shionogi from 2008 until 2010. Prior to the acquisition of Sciele Pharma by Shionogi, Mr. Fourteau served as President and CEO of Sciele Pharma from 2003 until 2008 and served on the board of directors of Sciele from 2004 until 2008. Mr. Fourteau served as President of Worldwide Sales of inVentiv Health, Inc. from 2000 to 2002. Mr. Fourteau served as President of various divisions of St. Jude Medical, Inc. from 1995 to 2000 and as an Executive of Eli Lilly and Company prior to 1995. Mr. Fourteau is a member of the Board of Directors of Insys Therapeutics, Inc. (NASDAQ: INSY), a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules. Mr. Fourteau earned his MBA from Harvard University and a B.A. and M.A. in Mathematics from the University of California, Berkeley. We believe that Mr. Fourteau’s executive experience in corporate development, particularly in the healthcare industry, adds key skills to the Repros board.

 

Item 9.01.Financial Statements and Exhibits.

 

Exhibit 99.1.Press release dated May 16, 2016

 

 2 

 

   

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.

 

 

  REPROS THERAPEUTICS INC.
     
     
  By: /s/ Kathi Anderson
    Kathi Anderson
    CFO

 

Dated: May 16, 2016

 

 3 

 

 

EXHIBIT INDEX

 

Exhibit Number   Exhibit Title
99.1   Press release dated May 16, 2016

 

 4 

 

Exhibit 99.1

 

REPROS ANNOUNCES THE APPOINTMENT OF MR. PATRICK FOURTEAU AS CHAIRMAN OF THE BOARD

 

THE WOODLANDS, Texas, May 16, 2016 -- Repros Therapeutics Inc.® (Nasdaq:RPRX) today announced that it has appointed Mr. Patrick Fourteau to its Board of Directors, where he will serve as Chairman of the Board.

 

Mr. Fourteau is a seasoned pharmaceutical industry executive having over 35 years of healthcare industry experience, with particular expertise in executing sales strategies for pharmaceutical products, product acquisitions, out-licensing and mergers and acquisitions. He is the President and CEO of New Haven Pharmaceuticals, Inc. He also serves as a member of the board of directors of Insys Therapeutics (NASDAQ: INSY).

 

Mr. Fourteau’s executive roles prior to joining New Haven Pharmaceuticals include President and CEO of Shionogi Pharma, Inc. (the US subsidiary of Shionogi & Co. Ltd. of Japan) from 2008 until 2010. Immediately prior, he was President and CEO of Sciele Pharma, the publicly traded specialty pharmaceutical company, during the period when Shionogi acquired Sciele Pharma in 2008 for $1.4 billion. He has held additional executive roles at inVentiv Health, St. Jude Medical Inc. and 19 years as VP of Pharmaceutical Operations for Lilly International.

 

Mr. Fourteau earned an MBA from Harvard University and both a B.A. and M.A. in mathematics from The University of California, Berkeley.

 

On accepting the position, Mr. Fourteau stated, “I am delighted to become chairman of Repros during this important period. In Proellex and enclomiphene, the Company has two assets whose potential commercial value must be carefully assessed. I intend to work with the Board in continuing to consider strategies and approaches that will provide Repros the best options to achieve value in the US and other major global markets, thereby enhancing shareholder value.”

 

Joseph Podolski, President and CEO of Repros commented, “The appointment of Mr. Fourteau as Chairman adds key skills to the Repros Board. We look forward to his input as we continue our efforts to drive shareholder value. I would also like to thank Nola Masterson for her service as Chair over the last several years, and look forward to continuing to work with her as a member of the Board.”

 

About Repros Therapeutics Inc.®

 

Repros Therapeutics focuses on the development of small molecule drugs for major unmet medical needs that treat male and female reproductive disorders.

 

  

 

  

Forward-Looking Statements

 

Any statements made by the Company that are not historical facts contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to various risks, uncertainties and other factors that could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These statements often include words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “plan,” “seek,” “could,” “can,” “should” or similar expressions. These statements are based on assumptions that the Company has made in light of the Company’s experience in the industry, as well as the Company’s perceptions of historical trends, current conditions, expected future developments and other factors the Company believes are appropriate in these circumstances. Forward-looking statements include, but are not limited to, those relating to the potential commercial value of Proellex and enclomiphene, and the Company’s potential to achieve shareholder value. Such statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors that may cause actual events to be materially different from those expressed or implied by such forward-looking statements, including risks that the FDA may not ultimately approve any of the Company’s product candidates, the risk that any marketing approvals, if granted, may have significant limitations on use, that even if a product candidate is ultimately approved, the Company may not be able to successfully commercialize the product candidate, risks relating to the Company’s ability to protect its intellectual property rights and such other risks as are identified in the Company’s most recent Annual Report on Form 10-K and in any subsequent quarterly reports on Form 10-Q. These documents are available on request from Repros Therapeutics or at www.sec.gov. Repros disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

For more information, please visit the Company’s website at http://www.reprosrx.com.

 

CONTACT:Investor Relations:

Thomas Hoffmann

The Trout Group

(646) 378-2931

thoffmann@troutgroup.com