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): July 25, 2014
RECEPTOS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35900
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26-4190792
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(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number |
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(I.R.S. Employer Identification No.) |
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 28, 2014, the Board of Directors (the Board) of Receptos, Inc. (the Company) appointed Mary
T. Szela and Richard A. Heyman, Ph.D., as directors of the Company. Ms. Szela and Dr. Heyman will each serve as a Class II director with terms of office expiring at the 2015 annual meeting of stockholders. Ms. Szela and
Dr. Heyman will also each serve as a member of the Boards Nominating and Governance Committee.
The Board determined that each
of Ms. Szela and Dr. Heyman qualifies as an independent director under the listing standards of The NASDAQ Stock Market. There are no arrangements or understandings between either Ms. Szela or Dr. Heyman and any other person
pursuant to which either individual was selected as a director. In addition, there are no transactions in which either Ms. Szela or Dr. Heyman has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Boards standard compensation policy for non-employee directors, Ms. Szela and Dr. Heyman will each receive an
annual retainer of $35,000 and an annual fee for service as a member of the Nominating and Governance Committee of $3,500, and each new director was granted an option to purchase 18,800 shares of the Companys common stock at the closing market
price of the common stock on the date of appointment, which vests monthly over three years with vesting acceleration in the event of a change in control (as defined in the Companys equity incentive plan) during the period of Board service.
On July 25, 2014, Amir Nashat, Sc.D., a member of the Board, advised the Company that he would retire from the Board, effective
immediately. Dr. Nashats decision is not due to any disagreement with the Company on any matter relating to the Companys operations, policies or practices.
The Company issued a press release announcing the appointments of Ms. Szela and Dr. Heyman, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On July 28, 2014, the Board reconstituted its Compensation Committee
and its Nominating and Governance Committee as follows:
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Compensation Committee |
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Nominating and Governance Committee |
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Kristina Burow (chair)
Mary Lynne Hedley, Ph.D.
S. Edward Torres |
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William H. Rastetter, Ph.D. (chair) Kristina
Burow Richard A. Heyman, Ph.D. Mary T. Szela |
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Item 9.01. |
Financial Statement and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Receptos, Inc. on July 29, 2014. |
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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.
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Date: July 29, 2014 |
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RECEPTOS, INC. |
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By: |
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/s/ Christian Waage |
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Christian Waage Senior Vice President &
General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Receptos, Inc. on July 29, 2014. |
Exhibit 99.1
Receptos Announces Appointment of Mary Szela and Richard Heyman, Ph.D.
to Board of Directors
San Diego,
CA, July 29, 2014 Receptos, Inc. (Nasdaq: RCPT), a biopharmaceutical company developing therapeutic candidates for the treatment of immune and metabolic diseases, today announced the appointment of Mary Szela and Richard Heyman to
the board of directors of Receptos. Ms. Szela and Dr. Heyman will both serve as Class II directors with terms of office expiring and to be renewed at the 2015 annual meeting of stockholders. Ms. Szela and Dr. Heyman will
also both serve as members of the Boards Nominating and Corporate Governance Committee.
Bill Rastetter, Ph.D., chairman of the board of directors
of Receptos, said, We are pleased to welcome both Mary and Rich to the Receptos board of directors. Marys extensive marketing and commercial expertise brings a new and valuable skillset to our board as Receptos matures, while Richs
proven track record and deep background in drug discovery and development will provide valuable insight, experience and leadership. We look forward to working with both of them.
Ms. Szela was appointed chairperson of Melinta Therapeutics in January 2013 and transitioned to chief executive officer in April 2013. From 2010 to 2012,
Ms. Szela was senior vice president of global strategic marketing and services at the Abbott Laboratories Pharmaceutical Products Group and also served as its senior vice president of US Pharmaceuticals from 2008 to 2009. Prior to this role,
she served more than two decades in senior leadership roles at Abbott Laboratories. Ms. Szela is also a member of the board of directors of Suneva Medical. Ms. Szela earned a bachelors degree in nursing and a Master of Business
Administration from the University of Illinois.
Dr. Heyman currently serves as chief executive officer of Seragon Pharmaceuticals, which he
co-founded in 2013. In July 2014, Seragon announced a definitive agreement with Roche Group whereby Seragon will be acquired for up to $1.7 billion dollars in total transaction value. From 2009 to 2013, Dr. Heyman was the Chief Executive
Officer and co-founder of Aragon Pharmaceuticals until its acquisition by Johnson and Johnson for up to $1.0 billion in transaction value. Previously, Dr. Heyman co-founded and served as Chief Scientific Officer of X-Ceptor Therapeutics, a
company that developed compounds targeting nuclear receptors for the treatment of metabolic diseases. X-Ceptor was acquired by Exelixis in 2004. Before X-Ceptor, he was vice president of research at Ligand Pharmaceuticals. Dr. Heyman was an NIH
postdoctoral fellow and staff scientist at the Salk Institute for Biological Studies and received a Ph.D. in pharmacology from the University of Minnesota and a bachelor of science in chemistry from the University of Connecticut.
Receptos also announced that Amir Nashat, Sc.D., one of its Class II directors, retired from the board of directors, effective July 25, 2014.
Dr. Rastetter remarked, Amir has been a great supporter of Receptos, both as an early investor and as a board member. We very much appreciate his
leadership during a transformative period for Receptos and thank him for his service.
About Receptos
Receptos is a biopharmaceutical company developing therapeutic candidates for the treatment of immune and metabolic diseases. The Companys lead program,
RPC1063, is a sphingosine 1-phosphate 1 receptor (S1P1R) small molecule modulator candidate for immune indications, including relapsing multiple sclerosis (RMS) and inflammatory bowel disease (IBD). The Company is also developing RPC4046, an
anti-interleukin-13 (IL-13) antibody for an allergic/immune-mediated orphan disease, eosinophilic esophagitis (EoE). Receptos has established expertise in high resolution protein crystal structure determination, biology and drug discovery for
G-protein-coupled receptors (GPCRs).
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Media and Investor Contact:
Graham K. Cooper
Chief Financial Officer, Receptos
(858) 652-5708
gcooper@receptos.com
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