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): March 11, 2015
Commission File Number: 000-50768
ACADIA Pharmaceuticals Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 061376651 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
11085 Torreyana Road #100, San Diego, California 92121
(Address of principal executive offices)
858-558-2871
(Registrant’s Telephone number)
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 (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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On March 11, 2015, Uli Hacksell, Ph.D. notified us of his resignation as our President and Chief Executive Officer and as a member of our Board of Directors. Dr. Hacksell’s resignation from our Board of Directors was effective immediately upon notice, and his resignation as our President and Chief Executive Officer became effective upon his entry into the executive employment transition agreement with us described below under subsection (e) of this report.
(c)
On March 11, 2015, in light of Dr. Hacksell’s resignation as our President and Chief Executive Officer, our Board of Directors appointed Stephen R. Davis to the position of interim Chief Executive Officer. Mr. Davis also continues to serve as our Executive Vice President, Chief Financial Officer and Chief Business Officer.
Mr. Davis, age 53, has served as our Executive Vice President, Chief Financial Officer and Chief Business Officer since July 2014. From May 2013 to June 2014, Mr. Davis served as Executive Vice President and Chief Operating Officer at Heron Therapeutics, Inc., where he led core business and finance functions and was instrumental in developing and implementing a new corporate strategy with a multi-program portfolio. From April 2010 to December 2013, Mr. Davis served as Vice President and Chief Operating Officer at Ardea Biosciences, Inc., where he oversaw business functions, including finance, commercial planning, and corporate development, and played a critical role in building and growing the company. Prior to joining Ardea, Mr. Davis served in numerous executive roles at Neurogen Corporation from 1994 to 2010, including Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, completing multiple collaborations and product acquisitions with global pharmaceutical companies. Mr. Davis also currently serves on the Board of Directors of Heron Therapeutics and Synageva BioPharma Corp.
(e)
In connection with Dr. Hacksell’s resignation as our President and Chief Executive Officer, on March 11, 2015 we entered into an executive employment transition agreement with Dr. Hacksell. Pursuant to the agreement, and provided that Dr. Hacksell does not revoke his acceptance of the agreement, Dr. Hacksell provided us with a general release of claims and agreed to provide us with general consulting services as reasonably requested by us over a term of 18 months. In exchange for the general release and Dr. Hacksell’s consulting services over the term of the agreement, we have agreed to pay Dr. Hacksell an aggregate of $580,000, payable in equal monthly installments over the consulting term. In addition, within 10 days following the date on which the agreement is no longer revocable by Dr. Hacksell, we have agreed to pay Dr. Hacksell a lump-sum payment of $36,000.
Dr. Hacksell may terminate the agreement at any time, with or without cause. We may terminate the agreement upon Dr. Hacksell’s material breach that remains uncured for a period of 30 days.
This description of the foregoing executive employment transition agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2015.
On March 11, 2015, we issued a press release announcing the management transitions described above, which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated March 11, 2015 |
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.
| Date: March 11, 2015 | ACADIA Pharmaceuticals Inc. | |||||
| By: | /s/ Glenn F. Baity | |||||
| Name: | Glenn F. Baity | |||||
| Title: | EVP, General Counsel & Secretary | |||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press release dated March 11, 2015 | |
Exhibit 99.1
Investor Contacts:
ACADIA Pharmaceuticals Inc.
Steve Davis, Interim Chief Executive Officer
Lisa Barthelemy, Director of Investor Relations
(858) 558-2871
Media Contact:
Russo Partners
David Schull
(858) 717-2310
david.schull@russopartnersllc.com
ACADIA PHARMACEUTICALS ANNOUNCES RETIREMENT OF
ULI HACKSELL, PH.D., CHIEF EXECUTIVE OFFICER
Steve Davis Appointed Interim Chief Executive Officer
SAN DIEGO, CA March 11, 2015 – ACADIA Pharmaceuticals Inc. (NASDAQ: ACAD), a biopharmaceutical company focused on the development and commercialization of innovative medicines that address unmet medical needs in neurological and related central nervous system disorders, today announced that Uli Hacksell, Ph.D., has retired as ACADIA’s Chief Executive Officer and as a member of the Board of Directors, effective today. Steve Davis, Executive Vice President, Chief Financial Officer and Chief Business Officer of ACADIA, has been appointed as Interim Chief Executive Officer. Dr. Hacksell will remain as a Special Advisor to the Company during this transition period. ACADIA’s Board of Directors plans to initiate a search for a permanent Chief Executive Officer.
Speaking on behalf of ACADIA’s Board of Directors, Leslie L. Iversen, Ph.D., Chairman, stated, “Under Uli’s leadership, ACADIA has grown from a small startup to a fast growing biopharmaceutical company with innovative drug candidates such as NUPLAZIDTM that has the potential to transform the treatment of psychosis in a range of neurological and psychiatric disorders. We thank Uli for his significant contributions to the Company over the last 16 years. His dedication, tenacity, deep knowledge of the CNS space, and life-long passion to deliver new drugs that can improve the lives of patients with CNS disorders have benefited ACADIA greatly.”
Dr. Iversen continued, “Steve Davis brings over 20 years of executive-level experience and more than 20 years of collective experience on the boards of directors of public biopharmaceutical companies to his role as ACADIA’s Interim Chief Executive Officer. Steve’s strong operational experience and demonstrated leadership skills will be important as ACADIA moves NUPLAZID towards registration and prepares for the planned launch of NUPLAZID in the United States.”
Separately, ACADIA Pharmaceuticals issued a news release today announcing a change in timing of its planned New Drug Application (NDA) submission for NUPLAZID. The Company will be holding a conference call today at 5:00 p.m. Eastern Time to discuss its planned NDA submission and the management change.
Conference Call and Webcast Information
ACADIA management will hold a conference call and webcast today, March 11, 2015, at 5:00 p.m. Eastern Time. The conference call may be accessed by dialing 877-280-4954 for participants in the U.S. or Canada and 857-244-7311 for international callers (reference passcode 18127460). A telephone replay of the conference call may be accessed through March 25, 2015 by dialing 888-286-8010 for callers in the U.S. or Canada and 617-801-6888 for international callers (reference passcode 30031975). The conference call also will be webcast live on ACADIA’s website, www.acadia-pharm.com, under the investors section and will be archived there until March 25, 2015.
About ACADIA Pharmaceuticals
ACADIA is a biopharmaceutical company focused on the development and commercialization of innovative medicines to address unmet medical needs in neurological and related central nervous system disorders. ACADIA has a pipeline of product candidates led by NUPLAZID (pimavanserin), for which we have reported positive Phase III trial results in Parkinson’s disease psychosis and which has the potential to be the first drug approved in the United States for this disorder. Pimavanserin is also in Phase II development for Alzheimer’s disease psychosis and
has successfully completed a Phase II trial in schizophrenia. ACADIA also has clinical-stage programs for chronic pain and glaucoma in collaboration with Allergan, Inc. All product candidates are small molecules that emanate from internal discoveries. ACADIA maintains a website at www.acadia-pharm.com to which we regularly post copies of our press releases as well as additional information and through which interested parties can subscribe to receive e-mail alerts.
Forward-Looking Statements
Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements include but are not limited to statements related to the timing of the submission of an NDA for NUPLAZID (pimavanserin) for the treatment of Parkinson’s disease psychosis (PDP); the potential for pimavanserin to be the first drug approved in the United States for PDP, if approved at all; the potential for NUPLAZID to transform the treatment of psychosis in a range of neurological and psychiatric disorders; ACADIA’s plans to explore NUPLAZID in indications other than PDP; the importance to ACADIA of Mr. Davis’ experience and leadership skills as it moves NUPLAZID towards registration and prepares for its planned launch; ACADIA’s plans to initiate a search for a permanent Chief Executive Officer to replace Dr. Hacksell; and the progress, timing and results of ACADIA’s drug discovery and development programs, either alone or with a partner, including the progress and expected timing of clinical trials, including planned trials for pimavanserin. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including the risks and uncertainties inherent in drug discovery, development, approval, and commercialization, and collaborations with others, and the fact that past results of clinical trials may not be indicative of future trial results. For a discussion of these and other factors, please refer to ACADIA’s annual report on Form 10-K for the year ended December 31, 2014 as well as ACADIA’s subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and ACADIA undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof, except as required by law.