Form 8-K Zyla Life Sciences For: Jun 18

 

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): June 18, 2019

 

 

Zyla Life Sciences

(Exact name of Registrant as specified in its charter)

 

 

 

600 Lee Road, Suite 100

Wayne, Pennsylvania 19087

(610) 833-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 x

 

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. x

 

 

 

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

 

(d)           On June 18, 2019, the Board of Directors (the “Board”) of Zyla Life Sciences (the “Company”) appointed Gary M. Phillips, M.D. as a director of the Company. The Board also appointed Dr. Phillips to the Nominating and Corporate Governance Committee (the “Nominating Committee”).  Dr. Phillips was designated for nomination by Iroko, the Company’s largest stockholder, pursuant to Section 8 of the Stockholders Agreement dated as of January 31, 2019 by and among the Company and Iroko.

 

Dr. Phillips has served as President and Chief Executive Officer at OrphoMed, Inc. since April 2018. He served as Executive Vice President and Chief Strategy Officer at Mallinckrodt Pharmaceuticals plc from October 2013 to April 2018 and was President of Reckitt Benckiser Pharmaceuticals, Inc. from 2011 to 2012. He served as President of U.S. Surgical and Pharmaceuticals at Bausch & Lomb Incorporated from 2002 to 2008. Dr. Phillips has also held executive roles at Merck Serono SA from 2008 to 2011, Novartis Corporation from 2000 to 2002, and Wyeth Pharmaceuticals, Inc. (now Pfizer, Inc.) from 1999 to 2000. He was Head of Global Health & Healthcare Industries at the World Economic Forum in Geneva from January 2012 to September 2013. Dr. Phillips was also healthcare strategy managing consultant at Towers Perrin from 1997 to 1999, and practiced as a general medicine clinician/officer in the US Navy, from which he was honorably discharged as a lieutenant commander. Dr. Phillips was educated at the University of Pennsylvania, where he received an M.D. (Alpha Omega Alpha) from the School of Medicine in 1992, an MBA from the Wharton School in 1991, and B.A. (summa cum laude, Phi Beta Kappa) in biochemistry from the College of Arts and Sciences in 1987. He completed postgraduate medical education at Naval Medical Center San Diego and maintains an active medical license.  He has served on the Board of Directors of Aldeyra Therapeutics, Inc. (ALDX) since May 2009.

 

Upon his appointment to the Board, Dr. Phillips became entitled to receive an annual cash retainer in the amount of $40,000, pursuant to non-employee director compensation resolutions previously approved by the Compensation Committee of the Board.  He is also entitled to an additional annual retainer of $4,000 for his service on the Nominating Committee.  In addition, on June 18, 2019, pursuant to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan, Dr. Phillips was granted 20,000 RSUs, 1/3 of which vest on each of the first three anniversaries on the date of grant subject to Dr. Phillips’ continued service as a director on the vesting date.

 

Additional information regarding Dr. Phillips’ appointment as a director is contained in the press release attached hereto as Exhibit 99.1.

 

Item 9.01 — Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated June 19, 2019.

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 20, 2019	Zyla Life Sciences
	By:	/s/ Robert S. Radie
		Name:	Robert S. Radie
		Title:	President and Chief Executive Officer

 

3

Exhibit 99.1

 

 

Zyla Life Sciences Appoints Dr. Gary M. Phillips to Board of Directors

 

WAYNE, Pa.—June 19, 2019 Zyla Life Sciences (OTCQX: ZCOR) (“Zyla”), a growing commercial-stage life sciences company, announced the appointment of Gary M. Phillips, M.D. to its board of directors.

 

“Gary brings to Zyla a wealth of experience from working in the pharmaceutical industry in a range of commercial, business development, strategy and clinical development leadership positions,” said Timothy P. Walbert, Zyla chairman of the board and chairman, president and chief executive officer (CEO) of Horizon Therapeutics. “With our focus on driving commercial growth at Zyla, Gary’s commercial experience will be helpful.”

 

Over the past two decades, Dr. Phillips has worked in leadership roles at life sciences and pharmaceutical companies. He currently is the president and CEO of OrphoMed, Inc., a biopharma company focused on gastrointestinal diseases and pain. Prior to OrphoMed, Dr. Phillips was executive vice president and chief strategy officer at Mallinckrodt Pharmaceuticals for five years. Previously, he was head of Global Health & Healthcare Industries at the World Economic Forum. Earlier, he was president of Reckitt Benckiser Pharmaceuticals North America (now Indivior) and held dual roles as president, U.S. Surgical and Pharmaceuticals and Global Head of Pharmaceuticals at Bausch & Lomb. Additionally, Dr. Phillips served in executive roles at Merck Serono, Novartis and Wyeth.

 

“With the expected growth coming from the recent acquisition of five approved products and legacy products, it is an exciting time to join the Zyla board,” said Dr. Phillips. “I am looking forward to working with management and the board to drive further growth of the company and helping to evaluate new opportunities.”

 

Luke Düster has stepped down from the board of directors effective immediately.

 

“We look forward to working with Dr. Phillips and want to thank Luke for his contributions to the Board,” said Bob Radie, president and CEO at Zyla.

Dr. Phillips earned his bachelor’s degree in Biochemistry with Summa Cum Laude and Phi Beta Kappa distinctions, an MBA and a medical degree with Alpha Omega Alpha distinction all from the University of Pennsylvania. Dr. Phillips practiced as a general medicine clinician/officer in the U.S. Navy and maintains an active medical license.

 

 

About Zyla Life Sciences
Zyla Life Sciences is a business committed to bringing important products to patients and healthcare providers. Zyla is focused on marketing its portfolio of medicines for pain and inflammation. The company portfolio includes seven products: SPRIX® (ketorolac tromethamine) Nasal Spray, ZORVOLEX® (diclofenac), VIVLODEX® (meloxicam), TIVORBEX® indomethacin), INDOCIN® (indomethacin) suppositories, INDOCIN® oral suspension and OXAYDO® (oxycodone HCI, USP) tablets for oral use only —CII..

 

For full prescribing information, boxed warnings and medication guides, please visit the following sites for each product: sprix.com, vivlodex.com, zorvolex.com, tivorbex.com, and oxaydo.com. Prescribing information, the boxed warning and medication guide for INDOCIN suppositories and oral suspension can be found at dailymed.nlm.nih.gov.

 

Safe Harbor
Statements included in this press release that are not historical in nature and contain the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “suggest,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “look forward to” and other similar expressions are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and are subject to known and unknown uncertainties and risks. Actual results could differ materially from those discussed due to a number of factors, including, but not limited to: our ability to continue as a going concern; the impact of our bankruptcy on our business going forward, including with regard to relationships with vendors and customers, employee attrition, and the costs and expenses resulting from our bankruptcy; the impact of our acquisition of five products from Iroko Pharmaceuticals, Inc., including our assumption of related liabilities, potential exposure to successor liability and credit risk of Iroko and its affiliates; our estimates regarding expenses, future revenues, capital requirements and needs for additional financing; our current and future indebtedness; our ability to maintain compliance with the covenants in our debt documents; the level of commercial success of our products; coverage of our products by payors and pharmacy benefit managers; our ability to execute on our sales and marketing strategy, including developing relationships with customers, physicians, payors and other constituencies; the rate and degree of market acceptance of any of our products; the success of competing products that are or become available; the entry of any generic products for any of our products, or any delay in or inability to reformulate SPRIX; recently enacted and future legislation and regulations regarding the healthcare system; the accuracy of our estimates of the size and characteristics of the potential markets for our products

 

 

and our ability to serve those markets; our failure to recruit or retain key personnel, including our executive officers; obtaining and maintaining intellectual property protection for our products; our ability to operate our business without infringing the intellectual property rights of others; our ability to integrate and grow any businesses or products that we may acquire; the outcome of any litigation in which we are or may be involved; general market conditions; and other risk factors set forth in Zyla’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC) and in other filings Zyla makes with the SEC from time to time. While Zyla may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by law.

 

Media and Investor Contact:
E. Blair Clark-Schoeb
Senior Vice President, Communications
Email: [email protected]
Tel: 484-259-7370