UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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. |
(b) Resignations of Eric Aguiar and Robert Repella as Members of the Board of Directors
On January 31, 2020, each of Eric Aguiar and Robert Repella, members of the Board of Directors (the “Board”) of Biohaven Pharmaceutical Holding Company Ltd. (the “Company”), notified the Company of his intent to resign from the Board, effective immediately. Each of Dr. Aguiar’s and Mr. Repella’s decisions to resign from the Board was not as a result of any disagreement with the Company or the Board. Mr. Repella will continue his relationship with the Company as a consultant.
(d) Appointment of Michael T. Heffernan as Member of the Board of Directors
On January 31, 2020, the Board appointed Michael T. Heffernan as a director to fill the vacancy created by the resignation of Robert Repella described above. Mr. Heffernan will serve in the class of directors whose term will expire at the Company’s 2021 Annual Meeting of Shareholders. Mr. Heffernan has also been appointed as a member and the chair of the Compensation Committee of the Board and a member of the Nominating and Governance Committee of the Board. There is no arrangement or understanding between Mr. Heffernan and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Heffernan and any of the Company’s other directors or executive officers.
In accordance with the Company’s compensation policy for non-employee directors, on January 31, 2020, Mr. Heffernan was granted an option to purchase 36,000 shares of the Company’s common shares at an exercise price of $48.49 per share, the closing price of the Company’s common shares on the date of grant. The shares underlying this option will vest in three annual installments on each of January 31, 2021, January 31, 2022 and January 31, 2023, subject to Mr. Heffernan’s continuous service through each vesting date. Additionally, Mr. Heffernan will be entitled to receive a $35,000 annual retainer for his service as a director and aggregate annual fees of $13,750 for his service as a member and the chair of the Compensation Committee and as a member of the Nominating and Governance Committee.
| Item 7.01 | Regulation FD Disclosure. |
On January 31, 2020, the Company issued a press release announcing Mr. Heffernan’s appointment to the Board, the resignations of Dr. Aguiar and Mr. Repella and certain other changes to the composition of the Board’s committees. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.
The information in set forth in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release, dated January 31, 2020, “Biohaven Appoints Michael T Heffernan to Board of Directors.” | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). |
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.
| Biohaven Pharmaceutical Holding Company Ltd. | |||
| By: | /s/ Vlad Coric | ||
| Name: | Vlad Coric, M.D. | ||
| Title: | Chief Executive Officer | ||
Dated: January 31, 2020
Exhibit 99.1
BIOHAVEN APPOINTS Michael heffernan TO BOARD OF DIRECTORS
NEW HAVEN, Connecticut, January 31, 2020 /PRNewswire/ — Biohaven Pharmaceutical Holding Company Ltd. (NYSE: BHVN) today announced the appointment of Michael Heffernan to its Board of Directors (“Board”).
Mr. Heffernan is a seasoned biopharmaceutical leader with over 25 years of commercial experience. Mr. Heffernan is a pharmacist and began his career at Eli Lilly and Company where he served in numerous sales and marketing roles. Mr. Heffernan most recently served as Founder and CEO of Collegium (Nasdaq: COLL), and remains Chairman of its Board of Directors. Mr. Heffernan has been an advisor, investor and board member in a number of biopharmaceutical and healthcare services companies. His recent board memberships include: TyRx (sold to Medtronic), PreCision Dermatology (sold to Valeant), Ocata Therapeutics (sold to Astellas), and Veloxis (Sold to Asahi Kasei). He is also currently Chairman of the Board of Carisma Therapeutics and of Indalo Therapeutics and is a member of the board of Akebia Therapeutics (AKBA) and Trevi Therapeutics (TRVI).
Vlad Coric, M.D., CEO of Biohaven, commented, “As we prepare for commercialization of our lead asset, we are excited to welcome Mike as a key member of our Board effective January 31, 2020. Mike is an experienced commercial leader and entrepreneur who started and built his own company through commercialization. He has cross-functional executive experience in commercial operations, global sales and marketing, clinical development, regulatory affairs, and business development within the biopharmaceutical industry. Mike will be a tremendous asset to us in this first year of our anticipated commercial launch.”
Michael Heffernan stated, “Biohaven has had incredible progress in its portfolio development since it became a public company and is now close to commercializing its first asset. I am excited to be joining at this pivotal stage as the company transforms from a development to a commercial organization. I look forward to contributing to my commercial experience into Biohaven’s future success and working closely with Vlad and the rest of the Board,” commented Mr. Heffernan.
The company also announced that Eric Aguiar and Bob Repella were resigning from the Board, effective today. Mr. Repella will continue his relationship with Biohaven, as a consultant. Dr. Aguiar and Mr. Repella played important strategic and development roles in guiding Biohaven to its first NDA submission and preparation for commercial launch.
Declan Doogan, M.D., Chairman of Biohaven’s Board of Directors, added, “As Biohaven continues its evolution to a commercial organization, we are excited to welcome Mike to Biohaven’s Board of Directors. We are immensely grateful for the prior service of Eric and Bob that guided the company to increased shareholder value and growth in our pipeline.”
About Biohaven
Biohaven is a clinical-stage biopharmaceutical company with a portfolio of innovative, late-stage product candidates targeting neurological diseases, including rare disorders. Biohaven has combined internal development and research with intellectual property licensed from companies and institutions including Bristol-Myers Squibb Company, AstraZeneca, Yale University, Catalent, Rutgers, and ALS Biopharma LLC. Currently, Biohaven's lead development programs include multiple compounds across its CGRP receptor antagonist, glutamate modulation, and myeloperoxidase inhibitor platforms. Biohaven's common shares are listed on the New York Stock Exchange and traded under the ticker symbol BHVN. More information about Biohaven is available at www.biohavenpharma.com.
Forward-Looking Statement
This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release, including the Company’s expectations for future growth, commercialization and pipeline development, are forward-looking statements. You should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements. Important factors to be considered in connection with forward-looking statements are described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2019 and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 1, 2019. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For further information, contact Dr. Vlad Coric, the Chief Executive Officer at Vlad.Coric@biohavenpharma.com
Cover |
Jan. 31, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 31, 2020 |
| Entity File Number | 001-38080 |
| Entity Registrant Name | Biohaven Pharmaceutical Holding Company Ltd. |
| Entity Central Index Key | 0001689813 |
| Entity Tax Identification Number | 00-0000000 |
| Entity Incorporation, State or Country Code | D8 |
| Entity Address, Address Line One | c/o Biohaven Pharmaceuticals, Inc. |
| Entity Address, Address Line Two | 215 Church Street |
| Entity Address, City or Town | New Haven |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06510 |
| City Area Code | 203 |
| Local Phone Number | 404-0410 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares, no par value |
| Trading Symbol | BHVN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |