UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2013
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-31918 | 04-3072298 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 167 Sidney Street Cambridge, Massachusetts |
02139 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 679-5500
(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):
| ¨ | 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 |
Effective as of July 8, 2013, the Board of Directors of Idera Pharmaceuticals, Inc. (the “Company”) elected James A. Geraghty to the Board of Directors as a Class II director and appointed him as Chairman of the Board. Mr. Geraghty’s term as a Class II director will expire at the 2015 Annual Meeting of Stockholders.
In accordance with the Company’s director compensation program, Mr. Geraghty will receive an annual cash retainer of $35,000 for service on the Board of Directors, which is payable quarterly in arrears. The Company’s director compensation program includes a stock-for-fees policy, under which Mr. Geraghty has the right to elect, on a quarterly basis, to receive Common Stock of the Company in lieu of the cash fees.
In addition, upon his election to the Board of Directors, Mr. Geraghty was granted an option to purchase 450,000 shares of the Company’s Common Stock at an exercise price of $0.71 per share. This grant includes the option grant to purchase 30,000 shares of the Company’s Common Stock that is granted to directors upon their initial election to the Board under the Company’s director compensation program. Mr. Geraghty has agreed to waive his right to receive an annual option grant to purchase 20,000 shares of the Company’s Common Stock that would otherwise have been granted to him under the Company’s director compensation program on the date of the Company’s 2013 annual meeting of stockholders. All options granted to non-employee directors, including the grant to Mr. Geraghty, have an exercise price equal to the closing price of the Company’s Common Stock on the date of grant and vest in equal quarterly installments over three years, subject to continued service as a director. These options automatically become exercisable in full upon the occurrence of a change in control of the Company.
Mr. Geraghty will be subject to the Company’s director retirement policy, which provides for acceleration of vesting of options and an extension of the exercise period upon the retirement of a non-employee director, as more fully described in the Company’s Proxy Statement filed on June 10, 2013 with the Securities and Exchange Commission.
Mr. Geraghty has not been elected to any committees of the Board. There was no arrangement or understanding between Mr. Geraghty and any other persons pursuant to which Mr. Geraghty was elected as a director and there are no related party transactions between Mr. Geraghty and the Company.
The Company’s press release dated July 10, 2013 announcing the election of James A. Geraghty to the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
See Exhibit Index attached hereto.
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SIGNATURE
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.
| Idera Pharmaceuticals, Inc. | ||||||
| Date: July 10, 2013 | By: | /s/ Louis J. Arcudi, III | ||||
| Louis J. Arcudi, III Chief Financial Officer, Treasurer and Secretary | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release issued by Idera Pharmaceuticals, Inc. on July 10, 2013 | |
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Exhibit 99.1
Idera Pharmaceuticals Appoints James Geraghty as Chairman of the Board of Directors
-Former Genzyme and Sanofi Senior Executive Brings Development and Commercialization Experience-
Cambridge, MA, July 10, 2013 – Idera Pharmaceuticals, Inc. (NASDAQ: IDRA) today announced the appointment of James Geraghty to serve as a member of the Board of Directors and also as its Chairman. Mr. Geraghty has held a wide range of leadership positions during a 20-year career at Genzyme Corporation, including substantial experience overseeing product development, commercial launches, and strategic transactions. Mr. Geraghty also served as a Senior Vice President of Sanofi SA following its acquisition of Genzyme, and recently took on a role as an Entrepreneur-in-Residence at Third Rock Ventures.
“It is my great pleasure to welcome Jim to Idera at this transformative period. We believe that the recently announced results of our clinical trials with Toll-like Receptor (TLR) antagonist drug candidates provide proof-of-concept for TLR antagonism as a novel approach to the treatment of psoriasis and potentially other autoimmune and inflammatory diseases,” said Dr. Sudhir Agrawal, Chief Executive Officer of Idera. “I believe that the addition of Jim and his extensive experience comes at an ideal moment, and we look forward to his guidance and contributions as we advance our programs toward later stage development.”
“Idera has established a clear leadership position in TLR research, and has generated very promising development candidates. I believe these candidates are poised to make important contributions to patients with serious diseases, and look forward to working with the entire Idera team to bring these TLR candidates through clinical development and to market,” said Mr. James Geraghty.
James Geraghty is a life sciences industry leader. Currently an Entrepreneur-in-Residence at Third Rock Ventures, Jim served as Senior Vice President, North America Strategy and Business Development at Sanofi, where he was a member of the Office of the CEO. Prior to Sanofi’s acquisition Jim spent 20 years at Genzyme Corporation, most recently as Senior Vice President, and helped Genzyme introduce rare disease therapies around the world. His roles included President of Genzyme Europe, where he oversaw several new product launches, and General Manager of Genzyme’s cardiovascular business, where he guided the development of a recently approved antisense product. He also led strategic transactions that brought important new products into Genzyme, as well as divestitures valued at over $1 billion. He was previously Chairman, President and CEO of Genzyme Transgenics Corporation (later GTC Biotherapeutics), which he founded and took public. Jim served as co-chair of the executive committee for BIO 2007, was for a number of years a member of the board of Bluebird Bio, and continues to serve on the board of Bio Ventures for Global Health (BVGH). A graduate of the Yale Law School, he has published articles in the Yale Law Journal, Health Affairs and elsewhere. He holds an MS from the University of Pennsylvania and a BA from Georgetown University.
About TLRs and Idera’s Pipeline
Toll-like Receptors (TLRs) play a key role in immunity and inflammation. Using a chemistry-based approach, Idera has created compounds targeted to endosomal TLRs 3, 7, 8, and 9. In autoimmune diseases, immune complexes containing host DNA/RNA activate TLRs 7, 8, and 9, which induce multiple cytokines that further exacerbate the disease. Inhibition of these TLRs is a novel approach for the potential treatment of autoimmune diseases. IMO-8400 is an antagonist of TLRs 7, 8, and 9, and has shown therapeutic activity in preclinical models of psoriasis, lupus, and arthritis. Our proof-of-concept Phase 2 trial of TLR antagonism in patients with psoriasis using a TLR7 and 9 antagonist, IMO-3100, showed PASI score improvements which correlated with significant improvement in psoriasis disease associated gene profile, including downregulation of the IL-17 pathway.
About Idera Pharmaceuticals, Inc.
Idera Pharmaceuticals applies its proprietary Toll-like receptor (TLR) drug discovery platform to create immunomodulatory drug candidates and is conducting clinical development in autoimmune and inflammatory diseases. Additionally, Idera has a collaboration with Merck & Co. for the use of TLR-targeted candidates as vaccine adjuvants. For more information, visit http://www.iderapharma.com.
Idera Forward Looking Statements
This press release contains forward-looking statements concerning Idera Pharmaceuticals, Inc. that involve a number of risks and uncertainties. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “should,” “could,” “will,” “may,” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause Idera’s actual results to differ materially from those indicated by such forward-looking statements, including whether Idera’s cash resources will be sufficient to fund the Company’s continuing operations and the further development of the Company’s autoimmune disease program including future clinical trials of IMO-8400; whether results obtained in preclinical studies and early clinical trials will be indicative of results obtained in future clinical trials; whether products based on Idera’s technology will advance into or through the clinical trial process on a timely basis or at all and receive approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies; whether, if the Company’s products receive approval, they will be successfully distributed and marketed; whether the Company’s collaboration with Merck & Co, Inc., will be successful; and such other important factors as are set forth under the caption “Risk Factors” in Idera’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which important factors are incorporated herein by reference. Idera disclaims any intention or obligation to update any forward-looking statements.
Contact:
Idera Pharmaceuticals, Inc.
Lou Arcudi, 617-679-5517
larcudi@iderapharma.com