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): March 14, 2018
Aileron Therapeutics, Inc.
(Exact Name of Company as Specified in Charter)
| Delaware | 001-38130 | 13-4196017 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 281 Albany Street Cambridge, MA |
02139 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (617) 995-0900
Not applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On March 15, 2018, the Board of Directors (the “Board”) of Aileron Therapeutics, Inc. (the “Company”) elected Jeffrey A. Bailey, as a Class I director with a term expiring at the 2018 annual meeting of stockholders, effective immediately. The Board also appointed Mr. Bailey as Chairman of the Board. Mr. Bailey has not been appointed to serve on any committee of the Board.
Mr. Bailey currently serves as interim Chief Executive Officer and director of IlluminOss, Inc., a medical device company developing and marketing orthopedic fracture repair products, a position he has held since January 2018. Previously, he served as Executive Chairman of Neurovance, Inc., a private clinical-stage pharmaceutical company, beginning in December 2015, and Chief Executive Officer of Neurovance, Inc. beginning in November 2016, until its acquisition by Otsuka Pharmaceutical Co., Ltd., which was announced in March 2017. From January 2013 through June 2015, Mr. Bailey also served as President and Chief Executive Officer and director of Lantheus Medical Imaging, Inc., a public company providing diagnostic imaging agents. Prior to 2013, Mr. Bailey held various leadership positions with several public and private pharmaceutical and medical device companies, including operating unit President at Novartis Pharmaceuticals and a 22-year career with Johnson & Johnson (including Janssen Pharmaceutica NV).
There are no arrangements or understandings between Mr. Bailey and any other person pursuant to which he was elected as a director of the Company. Mr. Bailey has no family relationships with any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.
In accordance with the Company’s director compensation program, Mr. Bailey will receive an annual cash fee of $35,000 for service on the Board and an additional annual cash fee of $30,000 for his service as Chairman, which fees are payable in arrears in four quarterly installments on the last day of each calendar quarter. In addition, under the Company’s director compensation program, upon his election as a director, Mr. Bailey was granted an option on March 15, 2018 to purchase 20,000 shares of the Company’s common stock at an exercise price per share of $9.02. This option vests in three equal annual installments from his initial election and becomes exercisable in full upon the occurrence of a change in control of the Company. Additionally, under the Company’s director compensation program Mr. Bailey will receive an option on the date of each annual meeting of stockholders to purchase 10,000 shares of the Company’s common stock commencing with the annual meeting of stockholders to be held in 2018.
In connection with his appointment to the Board, Mr. Bailey will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-218474) filed with the Securities and Exchange Commission on June 19, 2017. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Mr. Bailey for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors.
A copy of the Company’s press release announcing Mr. Bailey’s election is furnished, but not filed, as Exhibit 99.1 to this Current Report on Form 8-K.
Effective as of Mr. Bailey’s appointment to the Board, Scott B. Kapnick stepped down from his position as Chairman. Mr. Kapnick will remain a member of our Board and will retain his position on the Board’s Nominating and Corporate Governance Committee.
Effective as of Mr. Bailey’s appointment to the Board, the Board appointed Reinhard J. Ambros, Ph.D. as Lead Director of the Board.
Director Resignation
On March 14, 2018, Brian M. Gallagher, Jr., Ph.D. resigned as a member of the Board of Directors of the Company and as a member of the Nominating and Corporate Governance Committee of the Board, effective March 15, 2018. Dr. Gallagher’s resignation was in accordance with his firm’s policies and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 19, 2018* | |
| * | The information contained in Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aileron Therapeutics, Inc. | ||||||
| Date: March 19, 2018 | By: | /s/ Joseph A. Yanchik III | ||||
| Joseph A. Yanchik III | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Aileron Therapeutics Appoints Jeffrey A. Bailey to its Board of Directors
CAMBRIDGE, Mass., March 19, 2018—Aileron Therapeutics (NASDAQ:ALRN), the clinical-stage leader in the field of stapled peptides developing therapeutics for cancers and other diseases, today announced the appointment of Jeffrey A. Bailey as Chairman of its Board of Directors. Mr. Bailey brings more than 30 years of leadership experience in the healthcare industry across multiple functional areas including R&D, business development, finance and commercial operations. He currently serves as Chief Executive Officer and Director of IlluminOss Medical, Inc., Director of Madison Vaccines, Inc. and most recently served as Chairman and CEO of Neurovance, a biotech firm acquired by Otsuka Pharmaceutical in 2017.
“We are pleased to welcome Jeff to our Board of Directors. His exceptional track record as a biopharmaceutical operator and a deal-maker will be instrumental as we continue to advance our first-in-class cancer therapeutic, ALRN-6924, as well as our leadership position developing stapled peptide therapeutics for cancers and other diseases,” said Joseph A. Yanchik III, President and CEO of Aileron.
Throughout his career, Mr. Bailey played key leadership roles at major pharmaceutical companies as well as in the creation of valuable, development stage healthcare companies. Prior to Neurovance, he was President and CEO and led the initial public offering of Lantheus Medical Imaging (Nasdaq: LNTH), served as Chief Operating Officer of Fougera Pharmaceuticals (acquired by Novartis) and was Chief Commercial Officer for King Pharmaceuticals (acquired by Pfizer). Mr. Bailey’s earlier executive positions included operating unit President at Novartis Pharmaceuticals and a 22-year career with Johnson & Johnson (including Janssen Pharmaceuticals). Mr. Bailey earned a business degree from Rutgers University.
Mr. Bailey replaces Scott Kapnick as Chairman. Mr. Kapnick will remain a director. Brian Gallagher, Jr., has resigned from the Board. Dr. Gallagher’s resignation was in accordance with his firm’s policies.
About ALRN-6924
ALRN-6924 is a first-in-class product candidate designed to reactivate wild type p53 tumor suppression by disrupting the interactions between the two primary p53 suppressor proteins, MDMX and MDM2. Aileron believes ALRN-6924 is the first and only product candidate in clinical development that can equipotently bind to and disrupt the interaction of MDMX and MDM2 with p53. Based on preclinical data and preliminary evidence of safety and anti-tumor activity in its ongoing clinical trials, there may be a significant opportunity to develop ALRN-6924 as a monotherapy or combination therapy for a wide variety of solid and liquid tumors. ALRN-6924 is currently being evaluated in multiple clinical trials for the treatment of acute myeloid leukemia (AML), advanced myelodysplastic syndrome (MDS) and peripheral T-cell lymphoma (PTCL). For information about its clinical trials, please visit www.clinicaltrials.gov.
About Aileron
Aileron is a clinical-stage biopharmaceutical company advancing stapled peptides, a novel class of therapeutics for cancers and other diseases. Stapled peptides are chemically stabilized alpha-helical peptides that are modified to improve their stability and cell penetrability while maintaining high affinity for large protein surfaces. Our goal is to use our proprietary stapled peptide drug platform to create first-in-class therapeutics, like ALRN-6924, that may be able to address historically undruggable targets and complex mechanisms that underlie many diseases with high unmet medical need. Our platform enables us to chemically stabilize and improve the performance and activity of a broad range of alpha-helical peptides that we believe can potentially activate and inhibit key cellular functions that are otherwise difficult to target with existing drug technologies, including small molecules and monoclonal antibodies. For more information, visit www.aileronrx.com.
Forward-Looking Statements
Statements in this press release about Aileron’s future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including whether Aileron’s cash resources will be sufficient to fund its continuing operations for the periods and/or trials anticipated; whether results obtained in preclinical studies and clinical trials will be indicative of results obtained in future clinical trials; whether Aileron’s product candidates will advance through the clinical trial process on a timely basis, or at all; whether the results of such trials will warrant submission for approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies; whether Aileron’s product candidates will receive approval from regulatory agencies on a timely basis or at all; whether, if product candidates obtain approval, they will be successfully distributed and marketed; and other factors discussed in the “Risk Factors” section of Aileron’s quarterly report on Form 10-Q for the period ended September 30, 2017, filed on November 9, 2017, and risks described in other filings that Aileron may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Aileron specifically disclaims any obligation to update any forward-looking statement, whether because of new information, future events or otherwise.
Contacts:
Investors
Aileron Therapeutics
Don Dougherty, CFO 617-995-0900
ddougherty@aileronrx.com
Media
BMC Communications
Brad Miles, 646-513-3125
bmiles@bmccommunications.com
Source: Aileron Therapeutics