UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2022
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (805 ) 418-5006
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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 | ||||||||||||
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.
Effective as of September 2, 2022, the Board of Directors (the “Board”) of Arcutis Biotherapeutics, Inc. (the “Company”) increased the size of the Board from nine (9) directors to ten (10) directors and appointed Neha Krishnamohan to the Board as a new Class III director and as a member of the Audit Committee of the Board (the “Audit Committee”). Ms. Krishnamohan’s term as director will expire at the 2023 annual meeting of stockholders or until her successor is elected and qualified or her earlier resignation, disqualification, retirement, removal or death.
Ms. Krishnamohan has served as Chief Financial Officer and Executive Vice President, Corporate Development at Kinnate Biopharma Inc., a publicly traded biopharmaceutical company, since June 2021. Prior to joining Kinnate Biopharma Inc., she was with Goldman Sachs from July 2008 to May 2021, where she served most recently as Vice President, Healthcare Investment Banking from January 2015 to May 2021 and was an Associate in the Healthcare Investment Banking Group from August 2011 to December 2014. Ms. Krishnamohan holds a B.S.E. with a double major in Biomedical Engineering and Economics from Duke University.
As a non-employee director, Ms. Krishnamohan will receive compensation in accordance with the Company’s non-employee director compensation program, as amended. Pursuant to this program, upon the effective date of her appointment to the Board, Ms. Krishnamohan received a stock option award exercisable for 29,482 shares of the Company’s common stock and is eligible for the annual cash retainer in the amount of $40,000 for service on the Board and $10,000 per annum for service as a member of the Audit Committee. The stock option will vest in three equal annual installments on the anniversary of the date of Ms. Krishnamohan’s appointment to the Board, subject to Ms. Krishnamohan’s continued service to the Company through such date.
In addition, the Company will enter into an indemnification agreement with Ms. Krishnamohan on the form previously approved by the Board and entered into with the Company’s other directors.
There is no arrangement or understanding between Ms. Krishnamohan and any other person pursuant to which she was appointed as a director of the Company, and there are no family relationships between Ms. Krishnamohan and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Krishnamohan has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 2, 2022, the Company issued a press release announcing the appointment of Ms. Krishnamohan. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File, formatted in inline XBRL. | |||||||
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. | |||||||||||
| September 2, 2022 | By: | /s/ Scott L. Burrows | |||||||||
| Scott L. Burrows | |||||||||||
Chief Financial Officer | |||||||||||
Exhibit 1.1
Arcutis Announces Appointment of Neha Krishnamohan to Board of Directors
WESTLAKE VILLAGE, Calif., September 2, 2022 -- Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT), an early-stage commercial company focused on developing meaningful innovations in immuno-dermatology, today announced that Neha Krishnamohan has been appointed to the Arcutis Board of Directors and as a member of the audit committee. Following the appointment, the Board will be composed of 10 directors.
“We are absolutely delighted to welcome Neha to the Arcutis Board,” said Frank Watanabe, Arcutis’ President and Chief Executive Officer. “Neha brings incredible depth of business, financial, and investment experience, and has deep understanding of our business, having worked on our initial public offering in a previous role. She will be a wonderful addition to our board and will support the next stage of Arcutis’ growth. I am incredibly proud of the caliber and diversity of our entire Board of Directors, and look forward to working with Neha again as we bring meaningful innovation to medical dermatology.”
“I am honored to join the Arcutis board at this pivotal time following the recent commercialization of ZORYVE™ (roflumilast) cream in plaque psoriasis, an important new treatment option for adults and adolescents,” said Neha Krishnamohan. “Ever since working on the Arcutis IPO, I have been impressed with not only the Company’s robust dermatological development pipeline and track record of executional success, but also the commitment of both the leadership and greater organization to solving unmet needs for individuals with immune-mediated skin diseases.”
Ms. Krishnamohan is currently the Chief Financial Officer and Executive Vice President of Corporate Development at Kinnate Biopharma, with over 12 years of experience in healthcare investment banking and finance. Previously, Ms. Krishnamohan was the vice president in the Healthcare Investment Banking Group and a member of the Mergers and Acquisitions (M&A) Group within the Investment Banking Division at Goldman Sachs. While at Goldman Sachs, she established herself as a senior leader in the healthcare coverage group, working with a variety of biopharmaceutical boards and management teams on a broad range of strategic financial matters, executing financings as well as leading M&A transactions. Of note, she was one of the lead bankers on Arcutis’ highly successful 2020 initial public offering. Ms. Krishnamohan has successfully executed over $100 billion in transactions in the biopharmaceutical, medical technology, and tools/diagnostics sectors. Ms. Krishnamohan holds a Bachelor of Science with a double major in Biomedical Engineering and Economics from Duke University.
INDICATION
ZORYVE (roflumilast) cream 0.3% is indicated for topical treatment of plaque psoriasis, including intertriginous areas, in patients 12 years of age and older.
IMPORTANT SAFETY INFORMATION
The use of ZORYVE is contraindicated in patients with moderate to severe liver impairment (Child-Pugh B or C).
The most common adverse reactions (≥1%) include diarrhea (3%), headache (2%), insomnia (1%), nausea (1%), application site pain (1%), upper respiratory tract infection (1%), and urinary tract infection (1%).
Please see full Prescribing Information.
About Arcutis
Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) is a medical dermatology company that champions meaningful innovation to address the urgent needs of individuals living with immune-mediated dermatological diseases and conditions. With a commitment to solving the most persistent patient challenges in dermatology, Arcutis harnesses our unique dermatology development platform coupled with our dermatology expertise to build differentiated therapies against biologically validated targets. Arcutis’ dermatology development platform includes a robust pipeline with multiple clinical programs for a range of inflammatory dermatological conditions including scalp psoriasis, atopic dermatitis, and seborrheic dermatitis. For more information, visit www.arcutis.com or follow Arcutis on LinkedIn, Facebook, and Twitter.
Forward-Looking Statements
Arcutis cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding the potential for ZORYVE to simplify disease management for care of plaque psoriasis; the potential of real-world use results of roflumilast cream, as well as the commercial launch of ZORYVE in plaque psoriasis. These statements are subject to substantial known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Risks and uncertainties that may cause our actual results to differ include risks inherent in our business, reimbursement and access to our products, the impact of competition and other important factors discussed in the "Risk Factors" section of our Form 10-K filed with U.S. Securities and Exchange Commission (SEC) on February 22, 2022, as amended, as well as any subsequent filings with the SEC. You should not place undue reliance on any forward-looking statements in this press release. We undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Contacts:
Media
Amanda Sheldon, Head of Corporate Communications
(805) 418-5006
asheldon@arcutis.com
Investors
Eric McIntyre, Head of Investor Relations
(805) 418-5006
emcintyre@arcutis.com