Form 8-K BIOSPECIFICS TECHNOLOGIE For: Oct 11

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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): October 10, 2019 (October 8, 2019)

BIOSPECIFICS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-34236	11-3054851
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

35 Wilbur Street	11563
Lynbrook, NY
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 516.593.7000

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 (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)).

Securities registered pursuant to Section 12(b) of the Act:

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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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Introductory Comment

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp.

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

Appointment of Chief Executive Officer

            On October 10, 2019, the Company announced that its Board of Directors (the “Board”) appointed J. Kevin Buchi as Chief Executive Officer of the Company, effective as of October 8, 2019 (the “Effective Date”). Mr. Buchi also was appointed as a member of the Board as of the Effective Date.

            Mr. Buchi, 64, served as interim president and chief executive officer of Impax Laboratories, LLC (“Impax”) from December 2016 until March 2017 and as a member of the Impax board from November 2016 until the completion of the combination of Impax and Amneal Pharmaceuticals, Inc. ("Amneal") in 2018. Mr. Buchi also served as president and chief executive officer of TetraLogic Pharmaceuticals Corporation (“TetraLogic”) from August 2013 to December 2016. Before TetraLogic, he served as corporate vice president of Global Branded Products at Teva Pharmaceutical Industries Limited (“Teva”) from 2011 to May 2012. Prior to that, Mr. Buchi was chief executive officer of Cephalon, Inc., which was acquired by Teva in October 2011. Mr. Buchi also serves as a member of the board of directors of Dicerna Pharmaceuticals, Inc., where he was appointed chairman in January 2019, Amneal, and Benitec Biopharma Ltd. Mr. Buchi previously served on the board of EPIRUS Biopharmaceuticals, Inc. from June 2013 to July 2016, Alexza Pharmaceuticals, Inc. from January 2013 to June 2016, Forward Pharma A/S from December 2012 to May 2016, and Stemline Therapeutics, Inc. from March 2012 to May 2016. Mr. Buchi received his B.A. degree in Chemistry from Cornell University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management, Northwestern University.

            In connection with his appointment as Chief Executive Officer, on the Effective Date, the Company entered into an employment agreement with Mr. Buchi (the “Employment Agreement”) setting forth the terms of his employment and compensation. Pursuant to the Employment Agreement, Mr. Buchi’s base salary will be $600,000, and he will be eligible for an annual incentive cash bonus with a target amount of 60% of his annual rate of base salary (for 2019, 15% of his annual rate of base salary), subject to Mr. Buchi’s continued employment through the last day of the year to which such annual incentive cash bonus relates.

            Pursuant to the Employment Agreement, as soon as practicable following the Effective Date, Mr. Buchi will receive a one-time stock option grant with respect to 85,000 shares of common stock of the Company (the “Option”) under the Company’s 2019 Omnibus Incentive Compensation Plan (the “Equity Plan”). The Option will have an exercise price equal to the fair market value per share on the date of grant and will vest in equal annual installments over the four-year period following the date of grant, subject to the terms and conditions established by the Board and of the Equity Plan. Mr. Buchi also will receive an annual grant of performance stock units pursuant to the Equity Plan (the “PSUs”) no later than each of February 1, 2020, February 1, 2021, and February 1, 2022 (each, an “Annual PSU Grant”), subject to the terms and conditions established by the Board and of the Equity Plan. The first and second Annual PSU Grant will consist of 28,333 PSUs (at target) and the third Annual PSU Grant will consist of 28,334 PSUs (at target). Each Annual PSU Grant will be subject to the achievement of specified performance conditions measured over a one-year performance period, with the number of PSUs that are earned based on the achievement of the applicable performance conditions (the “Achieved PSUs”). One-half of the Achieved PSUs will vest on December 31^st of the fiscal year of performance, and the remaining one-half of the Achieved PSUs will vest on December 31^st of the fiscal year immediately following the fiscal year of performance, subject to Mr. Buchi’s continued employment through the applicable vesting date. Mr. Buchi also will be eligible to participate in the benefit plans and arrangements generally available to the Company’s employees, including, without limitation, participation in the Company’s health, welfare, and retirement plans, and he will be eligible for reimbursement of commuting expenses.

            If Mr. Buchi’s employment is terminated by the Company without “Cause” or by Mr. Buchi for “Good Reason” (each as defined in the Employment Agreement), Mr. Buchi will be entitled to receive: (a) continued payments of base salary for one year following the termination date; (b) reimbursement of COBRA premiums for a 12-month period; (c) accelerated vesting of any portion of the Option that remains unvested as of the date of termination; (d) a pro-rated portion of any unvested Achieved PSUs; (e) any accrued, but unpaid base salary and benefits (the “Accrued Obligations”); (f) any annual bonus earned, but unpaid (the “Accrued Annual Bonus”); and (g) any vested, but unpaid Achieved PSUs (“Accrued PSUs”), with the amounts set forth in

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clauses (a) through (d) subject to Mr. Buchi’s execution and non-revocation of a general release in favor of the Company. In the event that Mr. Buchi’s employment is terminated by the Company without “Cause” or by Mr. Buchi for “Good Reason” upon or within one year following a Change of Control (as defined in the Employment Agreement), Mr. Buchi will be entitled to receive: (a) a lump sum cash payment equal to one times his base salary as in effect on the date of Change of Control; (b) a lump sum cash payment equal to the target amount of his annual bonus for the year in which the termination occurs; (c) reimbursement of COBRA premiums for a 12-month period; (d) accelerated vesting of any portion of the Option that remains unvested as of the date of termination; (e) accelerated vesting of the Annual PSU Grant, if any, received by Mr. Buchi in the fiscal year in which his employment terminates based on target performance; (f) accelerated vesting of any unvested Achieved PSUs as of the date of termination; (g) the Accrued Obligations; (h) the Accrued Annual Bonus; and (i) the Accrued PSUs, with the amounts set forth in clauses (a) through (f) subject to Mr. Buchi’s execution and non-revocation of a general release in favor of the Company.

            The Employment Agreement also contains customary restrictive covenants relating to non-competition and non-solicitation.

Resignation of Interim Principal Executive Officer

            On the Effective Date, Dr. Ronald Law resigned as the Company’s interim principal executive officer to resume his position as the Company’s Senior Vice President of Business Development.

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.

BioSpecifics Technologies Corp.

 

	By:	/s/ Carl A. Valenstein
		Carl A. Valenstein
		Corporate Secretary

Dated: October 10, 2019

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BioSpecifics Technologies Corp. Names J. Kevin Buchi as Chief Executive Officer

LYNBROOK, NY – October 10, 2019 – BioSpecifics Technologies Corp. (NASDAQ: BSTC), a biopharmaceutical company that originated and continues to develop collagenase-based therapies with a first in class collagenase-based product marketed as XIAFLEX^® in the U.S. and Xiapex^® in Europe, today named life sciences industry veteran Kevin Buchi chief executive officer of BioSpecifics. He will also serve on the company’s board of directors.

“We are extremely pleased to have Kevin join BioSpecifics as chief executive officer. The board of directors believes that Kevin’s diversified life sciences leadership experience and business acumen will drive transformative vision and strategy for generating both near- and long-term shareholder value,” said Jenn Chao, Chair of the Executive Search Committee.

“I am thrilled to be joining BioSpecifics. This is a unique company with very significant opportunities to further advance its collagenase-based therapies both commercially and clinically,” said Mr. Buchi. “There are several key milestones on the near-term horizon including a potential third marketed indication for XIAFLEX, with the BLA filing submitted in early September for the treatment of cellulite, and the continued growth of the XIAFLEX commercial franchise and development portfolio.”

Mr. Buchi is currently the chairman of the board of directors at Dicerna Pharmaceuticals (NASDAQ: DRNA) and a director of Amneal Pharmaceuticals (NYSE: AMRX) and Benitec Biopharma Ltd (ASX: BLT, NASDAQ: BNTC). Mr. Buchi was most recently president and chief executive officer at TetraLogic Pharmaceuticals from 2012 to 2016. Previously, he served as Impax Laboratories’ interim President and chief executive officer from December 2016 to March 2017. Earlier, he served as corporate vice president of Global Branded Products at Teva Pharmaceutical from 2011 to May 2012. Mr. Buchi also served as chief executive officer of Cephalon, which was acquired by Teva in October 2011. He had been at the company since 1991. Mr. Buchi holds a Masters of Management degree from the J.L. Kellogg Graduate School of Management from Northwestern University and a B.A. in Chemistry from Cornell University.

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About BioSpecifics Technologies Corp.
BioSpecifics Technologies Corp. is a biopharmaceutical company that has developed injectable collagenase for thirteen clinical indications to date. Injectable collagenase is marketed as XIAFLEX® in the U.S. for the treatment of Dupuytren's contracture and Peyronie's disease by BioSpecifics' partner, Endo International plc (Endo). XIAFLEX® is also commercialized in Japan, Europe, Canada and Australia for Dupuytren's contracture and for Peyronie's disease in Canada, Europe and Australia. The CCH research and development pipeline includes several additional indications including cellulite, adhesive capsulitis, lipomas, lateral hip fat, plantar fibromatosis and uterine fibroids. For more information, please visit www.biospecifics.com.

Forward-Looking Statements
This press release includes forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding BioSpecifics' strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, expected revenue growth, shareholder value, the commercial launch of XIAFLEX® for the treatment of cellulite, the timing and occurrence of certain clinical trials, the effect of recent management changes, and the assumptions underlying or relating to such statements, are "forward-looking statements." In some cases, these statements can be identified by forward-looking words such as “expect,” “plan,” “anticipate,” “potential,” “estimate,” “can,” “will,” “continue,” “should,” “believe,” “schedule,” “intend,” the negative or plural of these words, and other similar expressions. These forward-looking statements are predictions based on the Company’s current expectations and its projections about future events and various assumptions. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause the actual results, performance, or achievements of BioSpecifics to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. All forward-looking statements included in this report are made as of the date hereof, and are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in the Company’s annual report on Form 10-K for the year ended December 31, 2018, and otherwise in its SEC reports and filings. Except as may be required by law, BioSpecifics assumes no obligation to update these forward-looking statements.

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