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): April 23, 2020
ARCUTIS BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39186 | 81-2974255 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
2945 Townsgate Road, Suite 110
Westlake Village, CA 91361
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (805) 418-5006
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 Instructions 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, par value $0.0001 per share | ARQT | The Nasdaq Global Select Market |
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 |
On April 23, 2020, the Board of Directors (the “Board”) of Arcutis Biotherapeutics, Inc. (the “Company” or “Arcutis”) appointed Halley E. Gilbert to the Board effective May 1, 2020. Ms. Gilbert will serve as a Class I director until the Company’s 2021 annual meeting of stockholders, or until her earlier death, resignation or removal.
As a non-employee director, Ms. Gilbert will receive compensation in accordance with the Company’s non-employee director compensation program. Pursuant to this program, upon the effective date of her appointment to the Board, Ms. Gilbert will receive an a stock option award exercisable for 37,500 shares of the Company’s common stock and will be eligible for the annual cash retainer in the amount of $37,500. The stock option will vest in three equal annual installments on the anniversary of the date of Ms. Gillbert’s appointment to the Board, subject to Ms. Gilbert’s continued service to the Company through such date.
Ms. Gilbert will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the Company’s current officers and directors.
There were no arrangements or understandings between Ms. Gilbert, and any other person pursuant to which Ms. Gilbert was appointed as a member of the Board. There have been no transactions in which Ms. Gilbert has an interest that would be reportable under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events |
On April 27, 2020, Arcutis issued a press release announcing Ms. Gilbert’s appointment to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated April 27, 2020. | |
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.
| ARCUTIS BIOTHERAPEUTICS, INC. | ||||||
| Date: April 27, 2020 | By: | /s/ John W. Smither | ||||
| John W. Smither | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Halley E. Gilbert Appointed to Arcutis Board of Directors
Westlake Village, CA, April 27, 2020 – Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT), a late-stage biopharmaceutical company focused on developing and commercializing treatments for unmet needs in immune-mediated dermatological diseases and conditions, or immuno-dermatology, today announced that Halley E. Gilbert has been appointed to the Arcutis Board of Directors effective May 1, 2020.
“We are thrilled to welcome Halley to the Arcutis Board,” said Frank Watanabe, Arcutis’ President and Chief Executive Officer. “She is an exceptionally talented Board Director and industry executive with over two decades of experience in legal, corporate and business development, compliance and government affairs. Her wealth of experience in building and growing successful commercial-stage biotechnology companies will be invaluable as we continue to advance Arcutis’ robust dermatology pipeline.”
“I am delighted to join the Arcutis board at this exciting time, following its successful recent IPO and with its multiple Phase 2 and Phase 3 data readouts anticipated within the next 18-24 months,” said Halley Gilbert. “I applaud the company’s strategy to identify and develop treatments against validated biological targets in dermatology to deliver differentiated treatments that addresses the shortcomings of existing therapies. I look forward to contributing my expertise, specifically that within dermatology, to help them build a leading dermatology company.”
Ms. Gilbert was most recently with Ironwood Pharmaceuticals, where she had been Senior Vice President for Corporate Development and Chief Administrative Officer, and oversaw corporate and business development, legal, compliance and government affairs. Previously, she had been Ironwood’s Senior Vice President, Chief Legal Officer and Corporate Secretary. Prior to joining Ironwood, Ms. Gilbert was Vice President, Deputy General Counsel at Cubist Pharmaceuticals, Inc. and previously served as a corporate counsel at Genzyme Corp., prior to its acquisition by Sanofi. She began her career at Skadden, Arps, Slate, Meagher & Flom LLP, where she specialized in mergers and acquisitions and securities law.
2945 Townsgate Road, Suite 110 | Westlake Village, CA 91361 | arcutis.com
Ms. Gilbert previously served on the board of directors for Dermira, Inc. (acquired by Eli Lilly and Company), a commercial-stage company focused on medical dermatology drugs, and Achaogen, Inc., a commercial-stage biopharmaceutical company that developed novel antibacterial therapies.
Ms. Gilbert holds a B.A. in Political Science from Tufts University and J.D. from Northwestern University School of Law.
About Arcutis - Bioscience, applied to the skin.
Arcutis is a late-stage biopharmaceutical company focused on developing and commercializing treatments for unmet needs in immune-mediated dermatological diseases and conditions, or immuno-dermatology. Arcutis exploits recent innovations in inflammation and immunology to develop potential best-in-class therapies against validated biological targets, leveraging our deep development, formulation and commercialization expertise to bring to market novel dermatology treatments, while maximizing our probability of technical success and financial resources. Arcutis is currently developing three novel compounds, including topical roflumilast cream (ARQ-151), topical roflumilast foam (ARQ-154), and ARQ-252 for multiple indications, including psoriasis, atopic dermatitis, seborrheic dermatitis and hand eczema. For more information, please visit www.arcutis.com or follow the Company on LinkedIn.
Forward Looking Statements
This press release contains forward-looking statements, including but not limited to statements regarding Arcutis’ pipeline and development programs; the potential for Arcutis’ development compounds to be best-in-class; and the anticipated timing of data readouts. Such forward-looking statements involve substantial risks and uncertainties that could cause Arcutis’ clinical development
2945 Townsgate Road, Suite 110 | Westlake Village, CA 91361 | arcutis.com
programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the drug development process, including the clinical trial enrollment process, regulatory approval processes, the potential timing of regulatory filings, the challenges associated with manufacturing drug products, Arcutis’ ability to successfully protect and defend its intellectual property, and other matters that could affect the sufficiency of existing cash to fund operations and the availability or commercial potential of Arcutis product candidates. Arcutis undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see Arcutis’ filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and any subsequent current and periodic reports.
Contact:
Heather Rowe Armstrong
Vice President, Investor Relations & Corporate Communications
harmstrong@arcutis.com
805-418-5006, Ext. 740
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2945 Townsgate Road, Suite 110 | Westlake Village, CA 91361 | arcutis.com