UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
Upon the recommendation of the Nominating and Corporate Governance Committee, or the Nominating Committee, of the Board of Directors, or the Board, of Eagle Pharmaceuticals, Inc., or the Company, the Board appointed Luciana Borio, M.D. to serve as a director of the Company, effective April 28, 2021. Dr. Borio was appointed as a Class II director with a term of office expiring at the Company’s 2022 annual meeting of stockholders.
Dr. Borio, age 50, has served as Senior Vice President of In-Q-Tel, an independent strategic investment firm that supports the mission of the United States national security community, since 2019, and served as a member of President Biden’s Transition COVID-19 Advisory Board from November 2020 to January 2021. Dr. Borio also currently serves as a Senior Fellow for Global Health at the Council on Foreign Relations and on the Scientific Advisory Board of Codagenix, Inc. Previously, Dr. Borio served as Director, Medical and Biodefense Preparedness Policy, for the White House National Security Council from 2017 to 2019. Prior to that, Dr. Borio spent nearly ten years at the United States Food and Drug Administration in roles of increasing responsibility, serving as Acting Chief Scientist from 2015 to 2017, Assistant Commissioner for Counterterrorism Policy from 2010 to 2017, Director of the Office of Counterterrorism and Emerging Threats from 2010 to 2015 and Medical Officer from 2008 to 2010. Dr. Borio earned an M.D. with distinction from George Washington University School of Medicine and a B.S. in Zoology from George Washington University.
Dr. Borio will be entitled to receive cash and equity compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described in greater detail in the Company’s definitive proxy statement on Schedule 14A relating to its 2021 annual meeting of stockholders, which the Company filed with the Securities and Exchange Commission, or SEC, on April 30, 2021. Pursuant to such compensation arrangements for non-employee directors, Dr. Borio will receive an initial option grant of 13,500 shares of the Company’s common stock with an exercise price equal to $41.42, the closing price of the Company’s common stock on The Nasdaq Stock Market LLC on April 28, 2021, the date of the grant. This option will vest in equal monthly installments over a three-year period, subject to Dr. Borio’s continued service through the applicable vesting date. The Company has entered into its standard form of indemnification agreement with Dr. Borio, the form of which is incorporated by reference as Exhibit 10.1 on the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 5, 2021.
There is no arrangement or understanding between Dr. Borio and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Dr. Borio and any of the Company’s other directors or executive officers. Dr. Borio does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 3, 2021, the Company issued a press release announcing the appointment of Dr. Borio to the Board.
A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section or Sections 11 and 12 (a)(2) of the Securities Act of 1933, as amended, or the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated May 3, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: May 3, 2021 | EAGLE PHARMACEUTICALS, INC. | |
| By: | /s/ Scott Tarriff | |
| Scott Tarriff | ||
| Chief Executive Officer | ||
Exhibit 99.1
For Immediate Release
Eagle Pharmaceuticals Appoints Former FDA Official and Public Health Expert Dr. Luciana Borio to its Board of Directors
WOODCLIFF LAKE, NJ—May 3, 2021—Eagle Pharmaceuticals, Inc. (Nasdaq: EGRX) (“Eagle” or the “Company”) today announced the appointment of Luciana (“Lu”) Borio, MD, to its Board of Directors. Dr. Borio brings more than a dozen years of high-level experience advancing major regulatory and policy initiatives on behalf of the U.S. government, notably in her roles at the U.S. Food and Drug Administration (“FDA” or “Agency”).
“We are delighted to welcome Lu to the Eagle Board of Directors. Lu is deeply committed to public health, having served in prominent roles at FDA and the National Security Council. Lu has spent her career at the forefront of U.S. healthcare policy, addressing some of the world’s most complex challenges. Her unique mix of clinical, public health and government experience is highly relevant to our business, and her expertise in infectious diseases and medical product development makes her an ideal addition to the team. We look forward to her valuable insights and perspectives as we continue to work to advance our pipeline of product candidates and maximize our growth potential,” stated Scott Tarriff, Chief Executive Officer of Eagle Pharmaceuticals.
Dr. Borio has served as Senior Vice President of In-Q-Tel, an independent strategic investment firm that supports the mission of the United States national security community, since 2019, and served as a member of President Biden’s Transition COVID-19 Advisory Board from November 2020 to January 2021. Previously, Dr. Borio was Director, Medical and Biodefense Preparedness Policy, for the White House National Security Council from 2017 to 2019. In this role, Dr. Borio coordinated the U.S. government’s response and policy regarding national preparedness for, and response to, infectious diseases and biothreats, including Ebola and pandemic influenza.
Previously, Dr. Borio spent nearly ten years at the FDA in roles of increasing responsibility, serving as Acting Chief Scientist from 2015 to 2017, where she delivered strategic leadership and support for the Agency’s regulatory science programs and oversaw a portfolio of projects and initiatives totaling approximately $180 million. Dr. Borio was Assistant Commissioner for Counterterrorism Policy from 2010 to 2017 where she was appointed as principal architect of the Agency’s Medical Countermeasures Initiative, and Director of the Office of Counterterrorism and Emerging Threats from 2010 to 2015. From 2008 to 2010, Dr. Borio served as Medical Officer where she managed and reviewed a portfolio of vaccines, including those for tuberculosis, malaria, dengue, and other neglected tropical diseases.
Dr. Borio also currently serves as a Senior Fellow for Global Health at the Council on Foreign Relations and on the Scientific Advisory Board of Codagenix, Inc. Dr. Borio earned a Bachelor of Science in Zoology from George Washington University and a Doctor of Medicine from George Washington University School of Medicine.
“Eagle has an attractive mix of established and new areas of investigation, and I believe that my professional background and experiences are well-suited to help Eagle achieve its strategic goals. I am delighted to join the Eagle team and look forward to contributing to the Company’s continued growth and success in addressing unmet medical needs,” stated Dr. Luciana Borio.
The Board of Eagle Pharmaceuticals retained Heidrick & Struggles for advice and council regarding this search.
About Eagle Pharmaceuticals, Inc.
Eagle is a fully integrated pharmaceutical company with research and development, clinical, manufacturing and commercial expertise. Eagle is committed to developing innovative medicines that result in meaningful improvements in patients’ lives. Eagle’s commercialized products include RYANODEX®, BENDEKA®, BELRAPZO®, and its oncology and CNS/metabolic critical care pipeline includes product candidates with the potential to address underserved therapeutic areas across multiple disease states. Additional information is available on Eagle’s website at www.eagleus.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “may,” “remain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “near future,” “belief,” “guidance,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements concerning expected financial performance and future business or product developments; the success of development efforts with respect to the product candidates in the Company’s portfolio; the ability of the Company’s executive team to execute on the Company’s strategy, build shareholder value and maximize growth; and the Company’s ability to deliver value in 2021 and over the long term. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks and uncertainties include, but are not limited to: the impacts of the ongoing COVID-19 pandemic, including interruptions or other adverse effects on clinical trials and delays in regulatory review or further disruption or delay of any pending or future litigation; delay in or failure to obtain regulatory approval of the Company's product candidates and successful compliance with FDA and other governmental regulations applicable to product approvals; whether the Company will successfully implement its development plan for its product candidates; whether the Company can successfully market and commercialize its product candidates; the outcome of litigation involving any of its products or that may have an impact on any of its products; the strength and enforceability of the Company’s intellectual property rights or the rights of third parties; the risks inherent in drug development and in conducting clinical trials; and those risks and uncertainties identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 5, 2021 and its other subsequent filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Investor Relations for Eagle Pharmaceuticals, Inc.:
Lisa M. Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com