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): October 16, 2015
Proteon Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36694 | 20-4580525 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 200 West Street Waltham, MA |
02451 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (781) 890-0102
N/A
(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: |
||
| [ ] | 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)) | |
Introductory Comment
Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our”, “Company” and “Proteon” refer to Proteon Therapeutics, Inc.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2015, pursuant to Section 15 of the Company's By-laws (the "Bylaws"), the Board of Directors (the "Board") increased the number of directors on the Board by one (1) to ten (10) members resulting in one (1) vacancy. Pursuant to Section 18(a) of the By-laws, on July 15, 2015, the Board appointed Stuart A. Kingsley to serve as a director in the second class of directors, with a term expiring on the date of Company's Annual Meeting of Stockholders for the year 2016. On October 19, 2015, the Company issued a press release announcing Mr. Kingsley's appointment to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with Mr. Kingsley's appointment to the Board, the Board affirmatively determined that Mr. Kingsley qualifies as "independent" under the applicable rules and requirements of NASDAQ and the rules of the Securities and Exchange Act of 1934, as amended.
There are no agreements or understandings between Mr. Kingsley and any other person pursuant to which he was appointed as a director of the Company. Neither Mr. Kingsley nor any of his immediate family members has been a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. Kingsley's appointment to and service on the Board and consistent with the compensation arrangements for non-employee directors as further described under the heading Director Compensation in the Company's 2015 proxy statement (the "Proxy Statement"), Mr. Kingsley will receive an annual cash retainer for his service on the Board. In addition, on October 16, 2015, the Board granted Mr. Kingsley an option to purchase 13,333 of the Company's common stock (the "Option Grant") subject to the terms and conditions of the Company's stock plans. The shares underlying the option will vest annually over three years measured from the date of grant. The Company plans to enter into a standard Indemnification Agreement with Mr. Kingsley in the form of Amended and Restated Indemnification filed as Exhibit 10.30 to the Company's Form S-1/A filed with the Securities and Exchange Commission on October 7, 2014.
In addition, on October 16, 2015 the Board appointed Scott Canute, a director of the Company, to the Compensation Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated October 19, 2015, issued by Proteon Therapeutics, Inc.
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.
| Date: October 19, 2015 | Proteon Therapeutics, Inc. |
|
| By: | /s/ GEORGE A. ELDRIDGE George A. Eldridge Senior Vice President & Chief Financial Officer |
|
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
99.1 |
Press Release, dated October 19, 2015, issued by Proteon Therapeutics, Inc. |
EXHIBIT 99.1
Proteon Therapeutics Appoints Tony Kingsley to Its Board of Directors
WALTHAM, Mass., Oct. 19, 2015 (GLOBE NEWSWIRE) -- Proteon Therapeutics Inc. (Nasdaq:PRTO), a company developing novel, first-in-class therapeutics to address the medical needs of patients with kidney and vascular diseases, today announced the appointment of S. Anthony (Tony) Kingsley to its Board of Directors. Mr. Kingsley has almost ten years of commercial operations experience in the healthcare industry and 15 years of experience as a Partner at McKinsey & Company focusing on the biotechnology, pharmaceutical and medical device industries. Mr. Kingsley was until recently the Executive Vice President, Global Commercial Operations at Biogen, Inc.
"Tony brings significant experience in commercial sales and operations in the U.S. and globally, as well as a deep understanding of corporate strategy," said Timothy Noyes, President and Chief Executive Officer. "Having served on management teams at three healthcare companies, Tony has expertise and insight on commercializing products that will be invaluable as we prepare for the potential commercialization of vonapanitase."
Mr. Kingsley until recently served as the Executive Vice President, Global Operations at Biogen Inc., where he had been since January 2010. He previously served as Senior Vice President and General Manager of the Gynecological Surgical Products business at Hologic, Inc. and as Division President, Diagnostic Products at Cytyc Corp. In those roles, Mr. Kingsley ran commercial, manufacturing and research and development functions. He was a Partner at McKinsey & Company from 1991 to 2006, focusing on the biotechnology, pharmaceutical and medical device industries.
"I am thrilled to be joining the Proteon Board of Directors at this exciting time for the Company," remarked Mr. Kingsley. "I look forward to contributing as Proteon continues its efforts to commercialize vonapanitase, if approved by FDA."
About Proteon Therapeutics
Proteon Therapeutics is committed to improving the health of patients with kidney and vascular diseases through the development of novel, first-in-class therapeutics. Proteon's lead product candidate, vonapanitase (formerly PRT-201), is intended to improve arteriovenous fistula (AVF) patency, the period of time during which an AVF remains open with adequate blood flow to enable hemodialysis. Proteon is currently evaluating vonapanitase in a Phase 3 clinical trial in patients with chronic kidney disease (CKD) undergoing surgical creation of a radiocephalic AVF for hemodialysis and a Phase 1 clinical trial in patients with symptomatic peripheral artery disease (PAD). For more information, please visit www.proteontherapeutics.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are, or may be deemed to be, "forward-looking statements." In some cases these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should," "approximately," "potential," or, in each case, their negatives or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These statements, including those regarding the benefit of Mr. Kingsley's expertise, the commercialization of vonapanitase, whether vonapanitase will be approved by the FDA, and those relating to future events or our future financial performance or condition, involve substantial known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties and other factors, including whether our cash resources will be sufficient to fund our operating expenses and capital expenditure requirements for the period anticipated; whether data from early clinical trials will be indicative of the data that will be obtained from future clinical trials; whether vonapanitase will advance through the clinical trial process on the anticipated timeline and warrant submission for regulatory approval; whether such a submission would receive approval from the Food and Drug Administration or equivalent foreign regulatory agencies on a timely basis or at all; and whether we can successfully commercialize and market our product candidates, are described more fully in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 13, 2015, and our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 20, 2015, and our Current Reports on Form 8-K, as filed with the SEC, particularly in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." In light of the significant uncertainties in our forward-looking statements, you should not place undue reliance on these statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements contained in this press release represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.
Investor Relations Contact
George Eldridge, Proteon Therapeutics, Senior Vice President and Chief Financial Officer
781-890-0102
geldridge@proteontherapeutics.com
Media Contact
Chris Erdman or Lynnea Olivarez, MacDougall Biomedical Communications
781-235-3060
proteon@macbiocom.com