Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): September 10, 2018


Idera Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)







(State or Other Jurisdiction of


(Commission File Number)


(IRS Employer
Identification No.)


505 Eagleview Blvd, Suite 212
Exton, Pennsylvania



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code: (484) 348-1600



(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 (see General Instruction A.2. below):


o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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  o


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.  o





Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Resignation of Principal Financial Officer and Principal Accounting Officer


On September 10, 2018, Louis J. Arcudi, III, provided notice to Idera Pharmaceuticals, Inc. (the “Company”) of his intent to resign as Chief Financial Officer, principal financial officer and principal accounting officer of the Company effective October 31, 2018.  The Company expects that Mr. Arcudi will continue to serve as Chief Financial Officer through October 31, 2018 and that Mr. Arcudi will serve as an advisor to the Company through a consulting agreement after that time.


Mr. Arcudi’s decision to depart from the Company is solely for personal reasons as a result of the Company’s recently announced consolidation to Exton, PA headquarters and does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  The Company thanks Mr. Arcudi for his many contributions and for his willingness to continue to assist the Company to ensure a smooth transition.


Appointment of Principal Financial Officer and Accounting Officer


Effective October 31, 2018, John Kirby, the Company’s Vice President of Finance, will be fulfilling the roles of principal financial officer and principal accounting officer of the Company. Mr. Kirby (age 46) joined the Company in 2015 as the Company’s Vice President of Accounting and has served as Vice President of Finance since July 2018.  Prior to joining the Company, Mr. Kirby served as Assistant Controller at Endo Pharmaceuticals, Inc. from November 2014 to October 2015.  From August 2012 to July 2014, Mr. Kirby served as Vice President, Chief Accounting Officer and Corporate Controller at ViroPharma Incorporated.  Mr. Kirby began his career at KPMG, LLP and served as a Regional Audit Director at AstraZeneca Pharmaceuticals prior to joining ViroPharma Incorporated.  Mr. Kirby received his Bachelor of Science in Accountancy from Villanova University and is a licensed certified public accountant in the Commonwealth of Pennsylvania.


Mr. Kirby has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.  Mr. Kirby is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01     Regulation FD Disclosure.


On September 11, 2018, the Company issued a press release in connection with the announcement of Mr. Arcudi’s intention to resign from his position with the Company, as described above. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.


The Company is furnishing the information in this Item 7.01 and the related Exhibit 99.1 filed herewith to comply with Regulation FD. Such information shall not be deemed to be “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, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. This Item 7.01 will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) that is required to be disclosed solely by Regulation FD.




Item 9.01     Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.








Press Release dated September 11, 2018






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.



Idera Pharmaceuticals, Inc.




Date: September 13, 2018


/s/ Vincent J. Milano



Vincent J. Milano

Chief Executive Officer



Exhibit 99.1



Idera Pharmaceuticals Announces Corporate Organizational Changes


— Bryant D. Lim appointed as General Counsel and Secretary of the Board of Directors —


— Chief Financial Officer Louis J. Arcudi III departing the company related to company consolidation to Pennsylvania —


EXTON, PA — September 11, 2018 — Idera Pharmaceuticals, Inc. (NASDAQ: IDRA), a pharmaceutical company focused on the development and commercialization of its proprietary immune modulator, tilsotolimod, for the treatment of cancer, today announced several organization updates.  The company has appointed Bryant D. Lim as Senior Vice President, General Counsel and Secretary of the Board of Directors.


Mr. Lim most recently served as Vice President, Assistant General Counsel of Incyte Corporation.  Prior to Incyte, Mr. Lim held roles of increasing responsibility at ViroPharma Incorporated, Merck & Co., Inc. and Morgan, Lewis & Bockius, LLP.  Mr. Lim began his legal career as a law clerk for a federal judge.  Mr. Lim received his J.D. from Villanova University School of Law, where he serves on its adjunct faculty. Mr. Lim received his Bachelor of Arts from University of Rochester.


“Bryant’s experiences with Incyte will be incredibly valuable to us as we advance tilsotolimod.  Bryant also played an integral role in helping to shape the legal landscape at ViroPharma as the company matured into a commercial entity and I am thrilled to be working together with him again as Idera advances towards becoming a commercial organization,” stated Vincent Milano, Idera’s Chief Executive Officer.


“It is an exciting time in the field of immuno-oncology and equally exciting time to be joining Idera to take part in the development of tilsotolimod,” stated Bryant Lim, Idera’s General Counsel.  “I’m also looking forward to working together again with Vin and the team as we drive Idera towards commercialization of tilsotolimod.”


The company also announced the planned departure of Chief Financial Officer, Louis J. Arcudi III as a result of the company’s recently announced consolidation to Exton, PA headquarters.  Mr. Arcudi joined Idera in 2007 and during his tenure, played an instrumental role in continuing to move Idera forward including several business development deals as well as capital financings and Idera’s initial listing on the NASDAQ market.  The company expects that Mr. Arcudi will continue to serve as Chief Financial Officer through October 31, 2018 and that Mr. Arcudi will serve as an advisor to the company through a consulting agreement after that time.



Continued Milano, “Although it is personally disappointing to me that Lou will no longer be with us on a day-to-day basis as a result of our decision to consolidate all of our operations in Pennsylvania; I am incredibly grateful for all he has done during his tenure to continue to move Idera forward, often during challenging circumstances and often well beyond the typical functions of a Chief Financial Officer.”


“I will sincerely miss my Idera family of the past 11 years,” stated Louis J. Arcudi, III. “I am a very strong believer in tilsotolimod and the team developing this drug and I look forward to seeing the positive impact that it will have on the lives of patients both in melanoma and beyond.”


Mr. John Kirby, Idera’s Vice President of Finance and previously its Vice President of Accounting, will assume leadership of Idera’s Finance function upon Mr. Arcudi’s departure.  Mr. Kirby has been with Idera since 2015 and previously held positions of increasing responsibility at Endo Pharmaceuticals, ViroPharma Incorporated, Astra Zeneca, and KPMG.


About Idera Pharmaceuticals


Harnessing the approach of the earliest researchers in immunotherapy and Idera’s experience in developing proprietary immunology technologies, Idera’s lead development program is focused on priming the immune system to play a more powerful role in fighting cancer, ultimately increasing the number of people who can benefit from immunotherapy. Idera is committed to working with investigators and partners who share the common goal of addressing the unmet needs of patients suffering from difficult to treat, unmet cancers. To learn more about Idera, visit www.iderapharma.com.


Forward Looking Statements


This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Idera cannot guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. There are a number of important factors that could cause Idera’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2017. Although Idera may elect to do so at some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


Investor and Media Contact

Robert Doody

Vice President, Investor Relations and Corporate Communications

Office: 484-348-1677