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): December 16, 2020

 

APTINYX INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38535		47-4626057
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

909 Davis Street, Suite 600 Evanston, IL		60201
(Address of principal executive offices)		(Zip Code)

 

(847) 871-0377

(Registrant’s telephone number, including area code)

 

Not Applicable

(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))

 

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

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	APTX	The Nasdaq Global Select Market

 

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 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. ¨

 

 

 

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

 

On December 16, 2020, Aptinyx Inc. (“Aptinyx” or the “Company”) announced that, effective December 14, 2020, Andy Kidd has been elevated to the role of president and chief operating officer. Norbert Riedel, the former president and chief executive officer of the Company, will continue to serve as the chief executive officer of the Company.

 

Prior to joining Aptinyx in 2017 as chief commercial officer and then chief operating officer, Mr. Kidd, 44, spent over a decade at Baxter International, most recently as senior vice president of strategy and business development. Previously, he held various commercial leadership positions including general manager of Baxter Canada, global franchise head for surgical care, and general manager of US anesthesia and cardiovascular. Before joining Baxter, Mr. Kidd worked at Boston Consulting Group both in London and then Chicago, focused on pharmaceutical and other healthcare clients. He received a BM BCh medical degree from the University of Oxford and a BA in medical sciences from the University of Cambridge.

 

In connection with his appointment as president and chief operating officer, Mr. Kidd is entitled to an annual base salary of $430,000, which is subject to review and redetermination by Aptinyx's board of directors or its compensation and management development committee, and he is eligible to earn an annual bonus with a target amount equal to 45% of his base salary. Mr. Kidd also received an option to purchase 415,000 shares of the Company’s common stock, par value $0.01 per share, under the Company’s 2018 Stock Option and Incentive Plan, which will vest over a four-year period, with one-fourth of the option vesting on the first anniversary of the grant date and the balance of the option vesting ratably on a monthly basis over the following 36 months, subject to continued service through each such date. Except as described above, the terms and conditions of Mr. Kidd’s amended and restated employment agreement and non-competition, non-solicitation, confidentiality and assignment agreement, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 6, 2020 (the “Proxy Statement”), remain unchanged, and such description is hereby incorporated herein by reference.

 

Except as described above and in the Proxy Statement, Mr. Kidd is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Kidd does not have any family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Kidd and any other person pursuant to which he was appointed as an officer of the Company.

 

Item 7.01 Regulation FD Disclosure.

 

In connection with Mr. Kidd’s appointment as president and chief operating officer, on December 16, 2020, Aptinyx issued a press release titled “Aptinyx Appoints Andy Kidd, M.D., President and Chief Operating Officer.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release issued by Aptinyx Inc. on December 16, 2020

 

 

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.

 

	Aptinyx Inc.
Date: December 16, 2020	By:	/s/ Norbert G. Riedel
		Norbert G. Riedel
		Chief Executive Officer

 

 

Exhibit 99.1

 

 

Aptinyx Appoints Andy Kidd, M.D., President and Chief Operating Officer

 

EVANSTON, Ill., December 16, 2020 -- Aptinyx Inc. (Nasdaq: APTX), a clinical-stage biopharmaceutical company developing transformative therapies for the treatment of brain and nervous system disorders, today announced the appointment of Andy Kidd, the company’s current chief operating officer, to the role of president and chief operating officer, effective December 14, 2020.

 

“We are thrilled to have Andy expand his role as president and chief operating officer, given his strong commitment to our company, scientific acumen, and proven track record of success,” said Norbert Riedel, Ph.D., chief executive officer of Aptinyx. “Aptinyx is well-positioned to continue to build a leading neurological disease company. In the more than three years that Andy has been a member of the Aptinyx management team, he has made invaluable contributions in support of our company’s success.”

 

Prior to joining Aptinyx in 2017 as chief commercial officer and then chief operating officer, Mr. Kidd spent over a decade at Baxter International, most recently as senior vice president of strategy and business development. Previously, he held various commercial leadership positions including general manager of Baxter Canada, global franchise head for surgical care, and general manager of US anesthesia and cardiovascular. Before joining Baxter, Mr. Kidd worked at Boston Consulting Group both in London and then Chicago, focused on pharmaceutical and other healthcare clients. He received a BM BCh medical degree from the University of Oxford and a BA in medical sciences from the University of Cambridge.

 

About Aptinyx

 

Aptinyx Inc. is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of proprietary synthetic small molecules for the treatment of brain and nervous system disorders. Aptinyx has a platform for discovery of novel compounds that work through a unique mechanism to modulate—rather than block or over-activate—NMDA receptors and enhance synaptic plasticity, the foundation of neural cell communication. The company has three product candidates in clinical development in central nervous system indications, including chronic pain, post-traumatic stress disorder, and cognitive impairment associated with Parkinson’s disease. Aptinyx is also advancing additional compounds from its proprietary discovery platform, which continues to generate a rich and diverse pipeline of small-molecule NMDA receptor modulators with the potential to treat an array of neurologic disorders. For more information, visit www.aptinyx.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. Such statements include, but are not limited to, statements regarding the company’s business plans and objectives, including therapeutic effects of the company’s product candidates and discovery platform. Risks that contribute to the uncertain nature of the forward-looking statements include: the effect of COVID-19 on our business and financial results, including with respect to disruptions to our clinical trials, business operations, and ability to raise additional capital; the success, cost, and timing of the company’s product candidate development activities and planned clinical studies; the company’s ability to execute on its strategy; the company’s estimates regarding expenses, future revenue, and capital requirements; as well as those risks and uncertainties set forth in the company’s most recent annual report on Form 10-K and subsequent filings with 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. Aptinyx undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

 

Investor & Media Contact:

Nick Smith

Aptinyx Inc.

[email protected] or [email protected]

847-871-0377

 

Source: Aptinyx Inc.

 

 

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