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
April 8, 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) |
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. |
(b) On April 8, 2014, Kenneth I. Moch resigned as our President and Chief Executive Officer, effective April 9, 2014, and also resigned as a member of our Board of Directors, effective April 9, 2014.
(c) In connection with Mr. Moch’s resignation, on April 9, 2014, our Board of Directors appointed M. Michelle Berrey, M.D., M.P.H., age 47, to the position of President and Chief Executive Officer, effective immediately. Dr. Berrey will also retain her title as Chief Medical Officer, a position she has held since November 2012. From January 2007 to January 2012, Dr. Berrey served as Chief Medical Officer at Pharmasset, Inc., a company that focused on the development of nucleotide analogs for the treatment of hepatitis C. From January 2004 to January 2007, Dr. Berrey served as Vice President, Viral Diseases, Clinical Pharmacology & Discovery Medicine at GlaxoSmithKline, where she was responsible for the early development of compounds for the treatment of HIV, hepatitis viruses and hepatic fibrosis. Dr. Berrey earned a B.A. in English from Emory University, an M.D. from the Medical College of Georgia and an M.P.H. from Emory University. Dr. Berrey completed her internship and residency in Internal Medicine at the University of North Carolina, Chapel Hill, and was a Senior Fellow in Infectious Diseases at the University of Washington, Seattle, where she conducted research in HIV transmission and acute HIV infection. Dr. Berrey is board certified in internal medicine and infectious diseases.
In connection with Dr. Berrey’s promotion, based upon the recommendation of the Compensation Committee of our Board of Directors, on April 9, 2014, our Board of Directors (i) approved an increase in Dr. Berrey’s annual base salary from $364,000 to $440,000, (ii) approved an increase in Dr. Berrey’s performance-based bonus target percentage from 35% to 50% of her base salary and (iii) granted Dr. Berrey an option to purchase 140,000 shares of our common stock at an exercise price per share equal to $21.92, which was the closing price of our common stock on the date of grant. The shares subject to the stock option vest in equal monthly installments over four years.
Furthermore, as President, Chief Executive Officer and Chief Medical Officer, Dr. Berrey is entitled to the following severance benefits under our Officer Change in Control Severance Benefit Plan:
| · | upon a covered termination that does not occur within thirty days prior to or thirteen months following a change of control transaction, Dr. Berrey is entitled to (i) payments equal to 15 months of base salary, (ii) accelerated vesting of all outstanding time-based stock options and other time-based stock awards as if Dr. Berrey had completed service for an additional 15 months, and (iii) payment of COBRA benefits for a period of 15 months; and |
| · | upon a covered termination that occurs within the thirty days prior to or thirteen months following a change of control transaction, Dr. Berrey is entitled to (i) payments equal to 18 months of base salary, (ii) accelerated vesting of all outstanding time-based stock options and other time-based stock awards as if Dr. Berrey had completed service for an additional 18 months, (iii) payment of COBRA benefits for a period of 18 months, (iv) a lump sum payment equal to her target bonus for the year of termination, and (v) 100% vesting of all outstanding stock options and other stock awards that are subject to performance-based vesting. |
The press release announcing Dr. Berrey’s promotion and Mr. Moch’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release of Chimerix, Inc. dated April 9, 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: April 11, 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 April 9, 2014. |
Chimerix Announces Appointment of M. Michelle Berrey, M.D., M.P.H. as
Chief Executive Officer
DURHAM, NC, April 9, 2014 – Chimerix, Inc. (NASDAQ: CMRX), a biopharmaceutical company developing novel, oral antivirals in areas of high unmet medical need, today announced the appointment of M. Michelle Berrey, M.D., M.P.H. to the position of President and Chief Executive Officer. Dr. Berrey succeeds Kenneth I. Moch following his resignation from that role to pursue other interests. In addition, Dr. Berrey will continue to serve as Chimerix’s Chief Medical Officer.
Prior to joining Chimerix as Chief Medical Officer in November 2012, Dr. Berrey was Chief Medical Officer at Pharmasset, Inc., a company that focused on the development of nucleotide analogs for the treatment of hepatitis C, from 2007 until its acquisition by Gilead Sciences, Inc. in January 2012.
“We are grateful for Ken's contributions to Chimerix and his leadership during the company’s transition to a publicly traded company. We are now entering a critical stage of the clinical development of brincidofovir. Our goal is to complete the requirements for regulatory approval of brincidofovir as rapidly as possible and we believe Dr. Berrey has the qualifications and expertise in abundance to accomplish that objective,” said Ernest Mario, Ph.D., Chairman of the Board of Directors. “I believe Dr. Berrey has demonstrated the leadership skills and vision to guide Chimerix through this critical phase in the company’s evolution.”
“It is a privilege to be asked to lead Chimerix at this point in the company’s growth. I am pleased with our clinical development progress to date for brincidofovir and the strength of the scientific underpinnings of our organization. Our focus remains to advance brincidofovir toward regulatory approval for the prevention of cytomegalovirus infection and other infections caused by DNA viruses,” said Dr. Berrey. “Chimerix has the potential to bring an important antiviral for prevention and treatment to immunocompromised patients who today have limited or no treatment available.”
About Brincidofovir (CMX001)
Chimerix's lead product candidate, brincidofovir, has the potential to be the first broad-spectrum antiviral for the prevention and treatment of clinically significant infections caused by DNA viruses. Brincidofovir is an oral nucleotide analog that has shown in vitro antiviral activity against all five families of DNA viruses that affect humans, including cytomegalovirus (CMV), adenovirus (AdV), BK virus (BKV) and herpes simplex viruses.
In September 2013, data from Chimerix’s Phase 2 trial of brincidofovir in the prevention of CMV in hematopoetic cell transplant (HCT) recipients were published in The New England Journal of Medicine (N Engl J Med 369:1227-36). Building on these positive Phase 2 results in CMV prevention, Chimerix initiated the Phase 3 SUPPRESS trial in the third quarter of 2013 which, if positive, will be used to support Chimerix's initial regulatory submission for the Accelerated Approval of brincidofovir for prevention of CMV infection in adult HCT recipients.
| CHIMERIX, INC. | ||
| 2505 Meridian Parkway, #340 | Tel: (919) 806-1074 | |
| Durham, NC 27713 | Fax: (919) 806-1146 |
In late 2013, Chimerix presented data from an exploratory trial of brincidofovir in early AdV infection. A brincidofovir dose of 100 mg twice weekly initiated at the time of detection of AdV in the blood, provided evidence of an antiviral effect, and a numeric decrease in overall mortality. In March 2014, Chimerix initiated an open-label pilot trial of brincidofovir for the treatment of AdV infection in immunocompromised patients.
Chimerix is also working with BARDA to develop brincidofovir as a medical countermeasure against smallpox.
About Chimerix
Chimerix is a biopharmaceutical company dedicated to developing and commercializing novel, oral antivirals in areas of high unmet medical need. Chimerix’s proprietary technology has given rise to two clinical-stage nucleotide analog lipid-conjugates, brincidofovir and CMX157, both of which have potential for enhanced activity and safety in convenient, orally administered dosing regimens. In the third quarter of 2013, Chimerix initiated the Phase 3 SUPPRESS trial of brincidofovir for the prevention of CMV infection in adult HCT recipients, also known as bone marrow transplants. Brincidofovir has shown broad-spectrum in vitro activity against all five families of DNA viruses that affect humans, including CMV, AdV, BKV and herpes simplex viruses. Brincidofovir has received Fast Track designation by the FDA, and the Phase 3 data, if positive, would be used to support Chimerix’s initial regulatory submission for the Accelerated Approval of brincidofovir for the prevention of CMV infection in adult HCT recipients. Chimerix is also working with BARDA to develop brincidofovir as a medical countermeasure against smallpox. Chimerix’s second product candidate, CMX157, was licensed to Merck in July 2012 for the treatment of HIV infections. 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 Annual Report on Form 10-K, 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, INC. | ||
| 2505 Meridian Parkway, #340 | Tel: (919) 806-1074 | |
| Durham, NC 27713 | Fax: (919) 806-1146 |
# # #
CHIMERIX CONTACT:
Joseph T. Schepers
Executive Director, Investor Relations and Corporate Communications
jschepers@chimerix.com
919-287-4125
| CHIMERIX, INC. | ||
| 2505 Meridian Parkway, #340 | Tel: (919) 806-1074 | |
| Durham, NC 27713 | Fax: (919) 806-1146 |