Form 8-K

 

 

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): August 14, 2018

 

 

SPERO THERAPEUTICS, INC.

(Exact Name of registrant as specified in its charter)

 

 

 

Delaware   001-38266   46-4590683

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (857) 242-1600

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

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.  ☒

 

 

 


Item 5.02

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

On August 14, 2018, Mr. Casper Breum, a member of the Board of Directors (the “Board”) of Spero Therapeutics, Inc. (the “Company”), gave notice of his decision to retire from the Board effective immediately prior to the next regularly scheduled meeting of the Board on September 21, 2018, upon the appointment of his successor, as described below. Mr. Breum’s decision to resign from the Board is not a result of any disagreement with the Company or the Board.

On August 14, 2018, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed John C. Pottage, Jr., M.D. to the Board effective immediately prior to the next regularly scheduled meeting of the Board on September 21, 2018, concurrent with Mr. Breum’s resignation. Dr. Pottage will serve as a Class I Director for the remainder of the Class I term, which is up for reelection at the Company’s 2021 annual meeting of stockholders. It is expected that Dr. Pottage will chair the newly established Development Committee and will be added to the Board’s Audit Committee.

Dr. Pottage has served as Senior Vice President and Chief Scientific and Medical Officer of ViiV Healthcare, a pharmaceutical company, since November 2009. From September 2008 to November 2009, Dr. Pottage served as Senior Vice President, Head of Infectious Disease Medicine Development Center, and from June 2007 to September 2008 served as the Vice President, Global Clinical Development of Antivirals, at GlaxoSmithKline, a pharmaceutical company. Prior to joining GlaxoSmithKline, Dr. Pottage served as Chief Medical Officer and Senior Vice President of Drug Development of Achillion Pharmaceuticals, a patient-based pharmaceutical company, from May 2002 to May 2007. From July 1998 to May 2002, Dr. Pottage served as Medical Director of Vertex Pharmaceuticals, a global biotechnology company.

Dr. Pottage received his M.D. from Saint Louis University School of Medicine and his A.B. in Biology from Colgate University.

The Board has affirmatively determined that Dr. Pottage is an independent director pursuant to Nasdaq’s governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Dr. Pottage and any other person pursuant to which Dr. Pottage was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Pottage has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Pottage has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.

Dr. Pottage will be entitled to the standard compensation paid by the Company to all of its non-employee directors under the Company’s Non-Employee Director Compensation Policy (pro-rated as applicable to reflect the actual time Dr. Pottage will serve on the Company’s Board for the year), a copy of which is filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220858), filed by the Company on October 23, 2017.

Dr. Pottage will also enter into an indemnification agreement on the form the Company has entered into with its other non-employee directors, which form is filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-220858) filed by the Company on October 6, 2017 and is incorporated herein by reference.

A copy of our press release announcing Dr. Pottage’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1    Press Release dated August 14, 2018.


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.

 

    SPERO THERAPEUTICS, INC.
Date: August 14, 2018     By:  

/s/ Joel Sendek

    Name:   Joel Sendek
    Title:   Chief Financial Officer and Treasurer
EX-99.1

Exhibit 99.1

Spero Announces Appointment of John C. Pottage, Jr., MD to its Board of Directors

Spero adds broad leadership and scientific expertise to its Board of Directors with appointment of John Pottage

CAMBRIDGE, Mass. August 14, 2018 — Spero Therapeutics, Inc. (Nasdaq:SPRO), a multi-asset clinical-stage biopharmaceutical company focused on identifying, developing and commercializing novel treatments for multidrug-resistant bacterial infections, today announced the appointment of John C. Pottage, Jr., M.D. to its Board of Directors, effective immediately prior to the next regularly scheduled meeting of the Board of Directors on September 21, 2018. Dr. Pottage has more than 20 years of corporate leadership and scientific experience within the biotechnology and pharmaceutical sectors, currently serving as Senior Vice President and Chief Scientific and Medical Officer of ViiV Healthcare, where he oversees research and development, regulatory, safety and medical affairs. Dr. Pottage is succeeding Casper Breum, who has been a long-standing director of Spero since it was a private company and is making a planned transition from the Board, effective upon Dr. Pottage’s appointment.

“We are excited to welcome John to our Board of Directors,” said Ankit Mahadevia, M.D., Chief Executive Officer of Spero Therapeutics. “John’s expansive development, operational, and leadership experience within the infectious disease field will help guide Spero as we continue the rapid advancement of our clinical-stage pipeline in an effort to bring novel therapies to market that address the growing threat of multidrug-resistant bacteria.”

Dr. Mahadevia added, “We would also like to thank Casper for his many contributions to Spero’s Board over the last three years as we’ve emerged into a multi-asset public company.”

Prior to joining ViiV Healthcare, Dr. Pottage served as Senior Vice President and Head of the Infectious Disease Medicine Development Center at GlaxoSmithKline from September 2008 to November 2009, and prior to that, from June 2007 to September 2008, as Vice President of Global Clinical Development of Antivirals at GlaxoSmithKline. From May 2002 to May 2007, Dr. Pottage served as Chief Medical Officer and Senior Vice President of Drug Development of Achillion Pharmaceuticals. Prior to Achillion Pharmaceuticals, Dr. Pottage served as Medical Director of Vertex Pharmaceuticals, and in various positions at Rush University Medical Center.

“This is a transformational time for the company with the initiation of a pivotal Phase 3 trial for SPR994 expected around year-end and multiple clinical catalysts on the horizon,” Dr. Pottage said. “I’m delighted to join the Board and look forward to working with the management team and the board to advance Spero’s robust pipeline.”

Dr. Pottage presently serves on the advisory board of Medicines for Malaria Venture in Geneva, Switzerland. He received his A.B. in biology from Colgate University and his M.D. from Saint Louis University School of Medicine.


About Spero

Spero is a multi-asset, clinical-stage biopharmaceutical company focused on identifying, developing and commercializing novel treatments for multidrug-resistant (“MDR”) bacterial infections.

Spero’s lead product candidate, SPR994, is designed to be the first broad-spectrum oral carbapenem-class antibiotic for use in adults to treat MDR Gram-negative infections.

Spero also has a platform technology known as its Potentiator Platform that it believes will enable it to develop drugs that will expand the spectrum and potency of existing antibiotics, including formerly inactive antibiotics, against Gram-negative bacteria. Spero’s lead product candidates generated from its Potentiator Platform are two intravenous, or IV,-administered agents, SPR741 and SPR206, designed to treat MDR Gram-negative infections in the hospital setting.

Spero is also advancing SPR720, its novel oral therapy product candidate designed for the treatment of pulmonary non-tuberculous mycobacterial infection.

For more information, visit https://sperotherapeutics.com.

Forward-Looking Statements

This press release may contain forward-looking statements. These statements include, but are not limited to, statements about the initiation, timing, progress and results of Spero’s preclinical studies and clinical trials and its research and development programs, including statements regarding management’s assessment of the results of such preclinical studies and clinical trials, the timing of clinical data, Spero’s cash forecast and anticipated expenses, the sufficiency of its cash resources and the availability of additional non-dilutive funding from governmental agencies beyond any initially funded awards. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intent,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including whether results obtained in preclinical studies and clinical trials will be indicative of results obtained in future clinical trials; whether Spero’s product candidates will advance through the preclinical development and clinical trial process on a timely basis, or at all; whether the results of such trials will warrant submission for approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies; whether Spero’s cash resources will be sufficient to fund its continuing operations for the periods and/or trials anticipated; and other factors discussed in the “Risk Factors” set forth in filings that we periodically make with the U.S. Securities Exchange Commission. The forward-looking statements included in this press release represent Spero’s views as of the date of this press release. Spero anticipates that subsequent events and developments will cause its views to change. However, while Spero may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spero’s views as of any date subsequent to the date of this press release.

 

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Spero Investor Contact:

Sharon Klahre

Director, Investor Relations

857-242-1547

IR@sperotherapeutics.com

 

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