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)

 

 

 

Delaware
  001-35900
  26-4190792

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number

  (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 registrant’s 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:

 

¨ 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))

 

 

 


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 Board’s 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 Board’s 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 Company’s 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 Company’s 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. Nashat’s decision is not due to any disagreement with the Company on any matter relating to the Company’s 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.

 

Item 8.01. Other Events.

On July 28, 2014, the Board reconstituted its Compensation Committee and its Nominating and Governance Committee as follows:

 

                            Compensation Committee    Nominating and Governance Committee   

                             Kristina Burow (chair)

                             Mary Lynne Hedley, Ph.D.

                             S. Edward Torres

  

William H. Rastetter, Ph.D. (chair)

Kristina Burow

Richard A. Heyman, Ph.D.

Mary T. Szela

  

 

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
99.1    Press release issued by Receptos, Inc. on July 29, 2014.

 

2


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.

 

Date: July 29, 2014     RECEPTOS, INC.
    By:  

/s/ Christian Waage

     

Christian Waage

Senior Vice President & General Counsel

 

3


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    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 Board’s 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. Mary’s extensive marketing and commercial expertise brings a new and valuable skillset to our board as Receptos matures, while Rich’s 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 bachelor’s 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 Company’s 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).

###

Media and Investor Contact:

Graham K. Cooper

Chief Financial Officer, Receptos

(858) 652-5708

gcooper@receptos.com

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