Form 8-K Viking Therapeutics, For: Jul 01

 

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):  July 1, 2017

 

Viking Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

12340 El Camino Real, Suite 250, San Diego, California 92130

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (858) 704-4660

 

N/A

(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:

 

 

☐    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 (§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 ☒

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. ☒

 

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

Effective July 1, 2017, the Board of Directors (the “Board”) of Viking Therapeutics, Inc. (the “Company”) appointed Charles A. Rowland, Jr. as a Class I director of the Company.

Charles A. Rowland, Jr., MBA, age 58, has served as a member of the board of directors of Blueprint Medicines Corporation since March 2015. From April 2016 to February 2017, Mr. Rowland served as president and chief executive officer of Aurinia Pharmaceuticals Inc., and as a member of the board of directors of Aurinia from July 2014 to February 2017. Mr. Rowland previously served as vice president and chief financial officer of ViroPharma Incorporated, an international biopharmaceutical company, from October 2008 until it was acquired by Shire plc in January 2014. Prior to joining ViroPharma, from 2006 to 2008, Mr. Rowland served as executive vice president and chief financial officer, as well as the interim co-chief executive officer, for Endo Pharmaceuticals Inc., a specialty pharmaceutical company with a primary focus in pain management. Mr. Rowland previously held positions of increasing responsibility at Biovail Pharmaceuticals, Inc., Breakaway Technologies, Inc., Pharmacia Corporation, Novartis AG and Bristol-Myers Squibb Co., each a biopharmaceutical company. Mr. Rowland joined the board of directors of Idenix Pharmaceuticals, Inc., a biopharmaceutical company, in June 2013 and served as a member of its audit committee until Idenix was acquired by Merck & Co., Inc. in August 2014. Mr. Rowland served as a member of the board of directors and chairman of the audit committee of Vitae Pharmaceuticals, Inc. from September 2014 until it was acquired by Allergan in September 2016. Since January 2015, he has served as a member of the supervisory board and chairman of the audit committee of Nabriva Therapeutics, AG, a biotechnology company based in Vienna, Austria. Mr. Rowland served as a member of the board of directors and chairman of the audit committee of BIND Therapeutics, Inc. from May 2014 to July 2016. Mr. Rowland received a B.S. in Accounting from Saint Joseph’s University and an M.B.A. with a finance concentration from Rutgers University.

In accordance with the Company’s non-employee director compensation policy (the “Director Compensation Policy”) and in connection with Mr. Rowland’s appointment to the Board, on July 1, 2017, Mr. Rowland was granted a stock option to purchase 40,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The option will vest in full one year from the date of grant, subject to Mr. Rowland’s continuous service through such date.

As a non-employee director of the Company, Mr. Rowland will also be entitled to receive cash compensation for his service on the Board and any committees to which he may be appointed, as well as (beginning in 2018) an annual stock option award, in each case in accordance with the terms of the Director Compensation Policy. The full text of the Director Compensation Policy has been filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2015 and is incorporated by reference herein.

The Company also entered into an indemnity agreement with Mr. Rowland in the same form as its standard form of indemnification agreement with its other directors.

There are no family relationships between Mr. Rowland and any director or executive officer of the Company and he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person.  Mr. Rowland has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On July 6, 2017, the Company issued a press release announcing the appointment of Mr. Rowland to the Board. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

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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.

 

 

 

 

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Exhibit Index

 

 

 

 

 

Exhibit 99.1

 

Viking Therapeutics Appoints Charles A. Rowland Jr. to Board of Directors

 

SAN DIEGO, CA – July 6, 2017 – Viking Therapeutics, Inc. (“Viking”) (NASDAQ: VKTX), a clinical-stage biopharmaceutical company focused on the development of novel therapies for metabolic and endocrine disorders, today announced the appointment of Charles A. Rowland Jr. to its board of directors. With more than 30 years of biopharmaceutical industry experience, Mr. Rowland provides Viking with broad expertise spanning financial management and strategic business operations.

 

Currently a board member and strategic advisor for multiple biotechnology companies, Mr. Rowland was most recently the president and chief executive officer (CEO) of Aurinia Pharmaceuticals, a clinical stage pharmaceutical company focused on the global lupus nephritis market. Prior to his tenure with Aurinia Pharmaceuticals, he served as the vice president and chief financial officer (CFO) of ViroPharma, during which time the company grew into a global biopharmaceutical business with $500 million in annual revenues until it was acquired by Shire plc for $4.2 billion. Before joining ViroPharma, Mr. Rowland was executive vice president and CFO, as well as interim co-CEO, for Endo Pharmaceuticals, a specialty pharmaceutical company with $1.3 billion in revenues. He previously held finance and operational positions of increasing responsibility at Biovail Pharmaceuticals, Breakaway Technologies, Pharmacia, Novartis and Bristol-Myers Squibb.

 

“We are fortunate to add an individual with Mr. Rowland’s extensive experience and track record to our board of directors.  He has made important contributions to multiple successful drug development and commercialization companies as both a senior executive and board member,” said Brian Lian, Ph.D., CEO of Viking. “With our clinical pipeline advancing toward key data readouts, and continued progress with our earlier stage programs, this is an ideal time to supplement our board with another experienced, well-regarded industry voice.  We welcome Mr. Rowland and look forward to his contributions to the success of Viking Therapeutics.”

 

Mr. Rowland currently serves as a member of the board of directors for Blueprint Medicines and Nabriva Therapeutics, with previous board appointments including Vitae Pharmaceuticals, BIND Therapeutics, Aurinia Pharmaceuticals and Idenix Pharmaceuticals, among others.  He holds an M.B.A. from Rutgers University and a B.S. from Saint Joseph's University.

 

About Viking Therapeutics, Inc.

Viking Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development of novel, first-in-class or best-in-class therapies for metabolic and endocrine disorders.  The company’s research and development activities leverage its expertise in metabolism to develop innovative therapeutics designed to improve patients’ lives.  Viking has exclusive worldwide rights to a portfolio of five therapeutic programs in clinical trials or preclinical studies, which are based on small molecules licensed from Ligand Pharmaceuticals Incorporated.  The company’s clinical programs include VK5211, an orally available, non-

 

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steroidal selective androgen receptor modulator, or SARM, in Phase 2 development for the treatment and prevention of lean body mass loss in patients who have undergone hip fracture surgery, VK2809, a small molecule thyroid beta agonist in Phase 2 development for hypercholesterolemia and fatty liver disease, and VK0612, a first-in-class, orally available drug candidate in Phase 2 development for type 2 diabetes.  Viking is also developing novel and selective agonists of the thyroid beta receptor for GSD Ia and X-linked adrenoleukodystrophy, as well as two earlier-stage programs targeting metabolic diseases and anemia.

 

Follow Viking on Twitter @Viking_VKTX.

 

Forward-Looking Statements

This press release contains forward-looking statements regarding Viking Therapeutics, including statements about Viking’s expectations regarding its development activities, timelines and milestones, as well as the company’s goals and plans regarding its clinical and preclinical prospects. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: risks associated with the success, cost and timing of Viking’s product candidate development activities and clinical trials, risks that prior clinical and pre-clinical results may not be replicated; and risks regarding regulatory requirements, among others. These forward-looking statements speak only as of the date hereof.  Viking disclaims any obligation to update these forward-looking statements.

 

 

 

Contacts:

 

Viking Therapeutics, Inc.

Greg Zante

VP, Finance and Operations

858-704-4672

 

Vida Strategic Partners

Stephanie Diaz (Investors)

415-675-7401

[email protected]

 

Tim Brons (Media)

415-675-7402

[email protected]

 

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