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

 

 

August 19, 2014

Date of Report (Date of earliest event reported)

 

 

Chimerix, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-35867	33-0903395
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)
2505 Meridian Parkway, Suite 340 Durham, NC		27713
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (919) 806-1074

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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.

 

(c) On August 19, 2014, Chimerix, Inc. (the “Company”) hired William Garrett Nichols, M.D., M.S. as the Company’s Chief Medical Officer. The commencement of Dr. Nichols’ employment with the Company was September 2, 2014. A copy of the press release announcing the hiring of Dr. Nichols is attached hereto as Exhibit 99.1.

 

Dr. Nichols, age 45, joins the Company from ViiV Healthcare, where he was the Head of Global Development. Prior to his tenure at ViiV, Dr. Nichols spent ten years at GlaxoSmithKline leading multiple global antiviral programs in the United States and Europe, including the development and regulatory submissions to the U.S. Food and Drug Administration (the “FDA”) and the European Medicines Agency for the approval of Tivicay and the recent FDA approval of Triumeq. Dr. Nichols spent four years on the faculty of the Fred Hutchinson Cancer Research Center in Seattle, WA, where he was the principal investigator on NIH-funded grants exploring the prevention and treatment of CMV and respiratory virus infections in HCT recipients. Dr. Nichols received his M.D. from Duke University and earned an M.S. in Epidemiology from the University of Washington, where he completed a Fellowship in Infectious Diseases.

 

In connection with his hiring as the Company’s Chief Medical Officer, Dr. Nichols entered into an offer letter (the “Offer Letter”) detailing the terms of his employment.  Pursuant to the Offer Letter, Dr. Nichols will be entitled to receive a base salary of $390,000 per year, and was granted an initial stock option to purchase up to 90,000 shares of the Company’s common stock (the “Option”), 25% of which will vest on the first anniversary of Dr. Nichols’ start date, and the remainder of which will vest in equal monthly installments thereafter over three years. The Option has an exercise price equal to $24.74 per share, which was equal to the closing price of the Company’s common stock on the date of grant. Dr. Nichols also received a one-time signing bonus of $50,000, plus will be entitled to receive an additional $100,000 if Dr. Nichols remains employed by the Company until September 2, 2015 or if the Company terminates his employment without cause prior to September 2, 2015. In addition to a base salary, Dr. Nichols is entitled to a discretionary annual performance-based cash bonus, with a target bonus equal to 35% of his base salary. Dr. Nichols is also entitled to receive health care coverage under the Company’s medical, vision and dental plans, and can participate in the Company’s 2013 Employee Stock Purchase Plan and 401(k) Plan.

 

As an executive officer of the Company, Dr. Nichols is entitled to receive the severance and change of control benefits described under the heading “Other Named Executive Officers” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2013.

 

A copy of the Offer Letter is attached hereto as Exhibit 99.2.

 

The Company has elected to delay the filing of this Current Report on Form 8-K until its public announcement of Dr. Nichols’ hiring in a press release in reliance on the instruction provided under Item 5.02(c) of Form 8-K.

  

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release of Chimerix, Inc. dated September 4, 2014.
99.2		Employment Offer Letter to William Garrett Nichols, M.D., M.S. dated August 19, 2014.

 

 

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.

 

		Chimerix, Inc.
Dated: September 4, 2014
		By:	/s/ Timothy W. Trost
			Timothy W. Trost
			Senior Vice President, Chief Financial Officer and Corporate Secretary

   

 

INDEX TO EXHIBITS

 

 

Exhibit No.		Description
99.1		Press Release of Chimerix, Inc. dated September 4, 2014.
99.2		Employment Offer Letter to William Garrett Nichols, M.D., M.S. dated August 19, 2014.

 

 

Exhibit 99.1

 

 

 

Chimerix Appoints W. Garrett Nichols, MD, MS as Chief Medical Officer

 

-

Essy Mozaffari, PharmD, MPH, MBA appointed Vice President, Market Access and Reimbursement

 

-

Odin Naderer, PharmD, appointed Vice President, Clinical Pharmacology and Translational Medicine

 

DURHAM, N.C., September 4, 2014 -- Chimerix, Inc. (Nasdaq:CMRX), a biopharmaceutical company developing novel, oral antivirals, today announced the appointment of W. Garrett Nichols, MD, MS as Chief Medical Officer, Essy Mozaffari, PharmD, MPH, MBA, as Vice President of Market Access and Reimbursement, and Odin Naderer, PharmD, as Vice President of Clinical Pharmacology and Translational Medicine.

 

M. Michelle Berrey, MD, MPH, President and CEO, said, “We are pleased to welcome three new Chimerix team members whose talents and experience complement the critical skills that have enabled us to progress to Phase 3 development for brincidofovir. As we prepare for regulatory submission, Dr. Garrett Nichols brings a depth of research in cytomegalovirus (CMV) in the transplant setting, leadership of multiple antiviral development programs, and recent market approvals in the US and EU. Essy Mozaffari brings scientific, financial, and analytic skills to Chimerix as we prepare for the brincidofovir launch across multiple indications and multiple markets. Odin Naderer’s expertise in clinical pharmacology will play a key role in a successful brincidofovir regulatory submission, and his early development and translational medicine experience will allow us to explore additional therapeutic applications for brincidofovir as well as potential new compounds progressing into early phase development.”

 

As Chief Medical Officer, Dr. Nichols will lead the company’s clinical development and pharmacovigilance programs, initially focused on brincidofovir and expanding with additional candidate molecules in 2015. The brincidofovir clinical development program is focused on the Phase 3 SUPPRESS trial for the prevention of CMV in hematopoietic cell (HCT) transplant recipients and the Phase 3 AdVise trial for the treatment of adenovirus infection. Additional trials of brincidofovir targeting other clinically significant viral infections or their consequences are planned to initiate in the second half of 2014 and early 2015. Dr. Nichols joins Chimerix from ViiV Healthcare, where he was the Head of Global Development; prior to his tenure at ViiV, Dr. Nichols spent ten years at GlaxoSmithKline leading multiple global antiviral programs in the United States and Europe, including the development and regulatory submissions to the FDA and EMA for the approval of Tivicay and the recent FDA approval of Triumeq. Dr. Nichols spent four years on the faculty of the Fred Hutchinson Cancer Research Center in Seattle, WA, where he was the principal investigator on NIH-funded grants exploring the prevention and treatment of CMV and respiratory virus infections in HCT recipients. Dr. Nichols received his M.D. from Duke University and earned an M.S. in Epidemiology from the University of Washington, where he completed a Fellowship in Infectious Diseases.

 

Essy Mozaffari, PharmD, MPH, MBA, brings over 20 years of experience in the healthcare industry, focused on integrating medical, marketing, and market access disciplines. His expertise in understanding complex reimbursement issues around the globe will be instrumental to securing broad access for brincidofovir and future compounds. Dr. Mozaffari joins Chimerix from Sanofi, where he most recently served as Senior Director, Global Diabetes Market Access, Global Diabetes Commercial Operations. Preceding that role he was the Senior Director of Evidence Based Medicine for US Medical Affairs from 2005 to 2011. Prior to joining Sanofi, Dr. Mozaffari was Director, Therapeutic Area Lead Cardiovascular World Outcomes Research, Global Medical Affairs at Pfizer, and Senior Associate Director, Global Health Outcomes at Pharmacia Corporation. Dr. Mozaffari received his PharmD from the University of California at San Francisco, his Master of Public Health from the University of Washington, and an MBA from Rutgers University.

 

 

 

 

Odin Naderer brings over 15 years ofclinical pharmacology and development leadership experience in the area of infectious diseases. Dr. Naderer joins Chimerix from GlaxoSmithKline where he served most recently as Medicine Development Leader and Senior Scientific Director, Infectious Diseases. He previously served as Clinical Pharmacologist in The Antiviral Clinical Pharmacology/Discovery Medicine and Senior Clinical Research Scientist in HIV and Opportunistic Infections. Dr. Naderer has also served most recently as the EFPIA Coordinator for the IMI funded New Drugs for Bad Bugs Clinical Trial Consortium (COMBACTE) that is being developed in Europe. Dr. Naderer earned a BS in Nutrition and Medical Dietetics and his PharmD at the University of Illinois at Chicago.

 

About Chimerix

Chimerix is a biopharmaceutical company dedicated to discovering, developing and commercializing novel, oral antivirals in areas of high unmet medical need. Chimerix’s proprietary technology has given rise to brincidofovir (BCV, CMX001), a clinical-stage nucleotide analog lipid-conjugate, which has demonstrated potent antiviral activity and safety in convenient, orally administered dosing regimens. Chimerix is currently enrolling SUPPRESS, the Phase 3 study of brincidofovir for the prevention of cytomegalovirus (CMV) in hematopoietic cell transplant recipients. In addition, Chimerix is enrolling the pilot portion of the Phase 3 AdVise study of brincidofovir for treatment of adenovirus infection. Chimerix is also working with BARDA to develop brincidofovir as a medical countermeasure against smallpox. For further information, please visit Chimerix’s website, www.chimerix.com.

 

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks are described more fully in Chimerix’s filings with the Securities and Exchange Commission, including without limitation its most recent Quarterly Report on Form 10-Q, its most recently filed Current Reports on Form 8-K and other documents subsequently filed with or furnished to the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Chimerix undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

# # #

 

 

 

 

CHIMERIX CONTACT:

Joseph T. Schepers

Executive Director, Investor Relations and Corporate Communications

ir@chimerix.com

919-287-412

 

 

 

 

 

 

August 19, 2014

 

 

William Garrett Nichols, MD, MS

11 Birnham Lane

Durham, NC 27707

 

Dear Garrett,

 

Chimerix is pleased to extend an offer of employment to you for the position of Chief Medical Officer, reporting to Michelle Berrey, President and CEO. We hope that you will accept this offer and look forward to having a mutually successful relationship with you. Your anticipated hire date is September 2, 2014.

 

The following are the terms of this offer:

 

Base Salary:

Your per pay period base salary will be $16,250.00 (annualized, $390,000.00). Currently, paychecks are issued semi-monthly for a total of 24 pay periods per year.

 

Stock Options:

You will be granted an option to purchase 90,000 shares of Chimerix common stock. All stock option grants are subject to the vesting schedule and terms and conditions outlined in the Chimerix 2013 Equity Incentive Plan (the "Plan"). You will be issued a grant notice, option agreement and details of the Plan. Such shares shall vest over a period of four years so long as you continue to provide services to the Company, with 25% vesting one year from the vesting commencement date and the balance vesting at the rate of 1/36 per month over the remaining three years. The exercise price of the options to be granted will be equal to the closing per share price of Chimerix common stock (as determined by NASDAQ) on your official start date of employment.

 

Additional vesting scenarios are discussed below under the heading "Severance Plan."

 

Target Bonus:

As part of the Chimerix senior management team in 2014 you will be eligible for an annual bonus of up to 35% of your base salary and for 2014, this bonus will be pro-rated based on months of service. Such bonus is paid in 2015 and is based upon your achievement of the goals and objectives agreed to in the performance dialog process with your manager and the formula determined by the Board of Directors for 2014.

 

 

 

2505 Meridian Parkway, Suite 340 • Durham, NC 27713 • Phone (919) 806-1074 • Fax (919) 806-1146

 

 

 

 

William Garrett Nichols, MD, MS

August 19, 2014

Page 2 of 5

 

 

Benefits:

As an employee of Chimerix you will be eligible for comprehensive health, vision and dental insurance benefits for yourself and your eligible dependents for the plan year 12/01/2013-11/20/2014. This coverage is effective on the first day of employment and currently Chimerix pays the entire monthly premium for this coverage. You will also be eligible for Company-paid term life insurance, short term and long-term disability insurance, effective on your hire date.

 

Additional benefits for which you will be eligible include: accrued vacation equal to Twenty (20) days per year and twelve (12) paid holidays per calendar year. You will also be eligible to participate in the Chimerix Employee Stock Purchase Plan, effective on the 1st pay period in September 2014 or March 2015 depending on your actual hire date. Eligibility in the Chimerix 401(k) Plan, is effective on the first day of the month following your date of hire (October 1, 2014). Full details of group benefits will be provided once you are on board.

 

Severance Plan:

Upon joining you are eligible to participate in the Company's severance plan for executive officers. Under this plan, you would receive 12 months of salary and benefits continuation in the event of a termination by the Company that is not in connection with a change of control. In addition, such a termination would result in 12 months' forward acceleration of any unvested portion of your option grant.

 

In the event of a termination in connection with a change of control, in addition to 12 months of salary continuation, eligible executives receive a payment equal to their current target bonus. Your option grant is subject to a standard "double trigger" vesting acceleration provision that applies in the event of a change in control occurring after the first three months of your employment. Specifically, if your employment is terminated without cause or you resign for good reason within 13 months after a change of control of Chimerix (and the change in control happens after 90 days of your start date), the vesting of your stock option will be accelerated in full.

 

In all cases, receipt of the severance benefit assumes a "not for cause" termination and is contingent upon the execution of an approved release and non-compete agreement.

 

 

 

 

William Garrett Nichols, MD, MS

August 19, 2014

Page 3 of 5

  

 

Signing Bonus:

Within 30 days of joining Chimerix you will be eligible for a signing bonus of $50,000. In the event your employment terminates within twelve months of joining the Company (other than in connection with a change of control), this bonus amount will be subtracted from the termination payment described in the Section immediately above.

 

Deferred Signing Bonus:

If you remain employed with Chimerix until September 2, 2015, or if Chimerix terminates your employment "without cause" between September 3, 2014 and September 1, 2015, then Chimerix shall pay you a bonus in the amount of $100,000 within thirty days following the earlier of your termination of employment "without cause" or September 1, 2015. For purposes of this paragraph, the term "without cause" shall mean Chimerix terminates your employment for a reason other than your job performance or misconduct.

 

Your right to receive this bonus payment may not be assigned, transferred, pledged, encumbered, or attached, and any attempt, voluntary or involuntary, to effect such action shall be null, void and of no effect. Chimerix agrees that it shall be obligated to assign this obligation to any party which acquires all or substantially all of the assets of Chimerix. This bonus obligation shall be binding upon any successors to Chimerix. Nothing contained herein shall be construed as a contract of employment or to confer upon you any rights to continued employment.

 

The bonus payments are intended to qualify as short-term deferral payments meeting the requirements of Treasury Regulations Section 1.409A-1(b)(4), and this Agreement shall be construed in accordance with that intent. References to termination of employment in this paragraph shall mean your "separation from service" within the meaning of Internal Revenue Code Section 409A(a)(2)(A)(i). To the extent that Internal Revenue Code Section 409A applies to any payments under this letter, this letter shall be construed consistently with the requirements of that law such that payments hereunder shall not be included in your income until such payments are actually paid to you.

 

 

 

 

William Garrett Nichols, MD, MS

August 19, 2014

Page 4 of 5

 

 

Chimerix is an at-will employer and as such your employment must be entered into voluntarily and for no specified period. As a result, you are free to resign or the company may terminate your employment at any time, for any reason, with or without cause. No one other than the CEO has the authority to alter this employment relationship, either verbally or in writing.

 

As with all new employees, you will be asked to provide to the Company documentary evidence of your eligibility for employment in the United States when you join the Company. Such documentation must be provided to us within three business days of your date of hire, or our employment relationship with you may be terminated.

 

Please understand it is the policy of the Company not to solicit or accept proprietary information and/or trade secrets of other companies. If you have or have had access to trade secrets or other confidential, proprietary information developed by your former employer; the use of such information in performing your duties at Chimerix is prohibited. This may include, but is not limited to, confidential or proprietary information in the form of documents, magnetic media, software, customer lists, formulae and business plans or strategies. You will be required to execute a standard Proprietary Information and Inventions Agreement with Chimerix, a copy of which is attached as Exhibit A.

 

If you accept this offer, the terms described in this letter, together with the Proprietary Information and Inventions Agreement, shall be the terms of your employment, provided, however, that your duties are performed in accordance with all standards and policies adopted by the company. Your duties may change from time to time, depending upon the needs of the company and your skills. This letter supersedes any prior agreements, representations or promises of any kind, express or implied, concerning your employment and it constitutes the full and complete agreement between you and the Company.

 

We are very excited about the prospect of your joining our team. We are confident that you have much to contribute to the success of Chimerix. The strength of our technology, the quality and experience of our personnel and your presence will facilitate this success.

 

This offer expires five business days after your receipt of this letter and is contingent on you passing our pre-employment background check. If the terms described herein are acceptable to you, please acknowledge your acceptance by signing below and returning the original to us in the envelope provided. You may also forward your acceptance via secured fax to 919-313-6781. Please keep a copy for your records.

 

 

 

 

William Garrett Nichols, MD, MS

August 19, 2014

Page 5 of 5

 

 

Garrett, all of us at Chimerix look forward to your joining our Team!

 

With warm regards,

 

CHIMERIX, Inc.

 

 

/s/ M. Michelle Berrey

M. Michelle Berrey

President and CEO   Enclosures       Accepted:     /s/ William Garrett Nichols		August 19, 2014
William Garrett Nichols		Date