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): August 3, 2017

 

 

Registrant's telephone number, including area code: (678) 270-3631

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))

 

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.

On August 3, 2017, Derek Yoon provided notice to the board of directors (the “Board”) of Clearside Biomedical, Inc. (the “Company”) of his decision to resign from the Board and the Company’s Audit Committee, effective as of August 8, 2017. Mr. Yoon’s decision to resign was not the result of any disagreement with the Company.

 

Also effective on August 8, 2017, the Board appointed George Lasezkay to serve as a director of the Company and as a member of the Company’s Audit Committee.  Dr. Lasezkay will serve as a Class III director whose term will expire at the 2019 annual meeting of stockholders.  There is no arrangement or understanding between Dr. Lasezkay and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Dr. Lasezkay and any of the Company’s other directors or executive officers.  The Company is not aware of any transaction involving Dr. Lasezkay requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Dr. Lasezkay is set forth below.

George Lasezkay, age 65, has served as an Adjunct Professor, Pharmaceutical Law and Policy at the University of San Diego School of Law since January 2013.  He previously served as Executive Vice President and General Counsel of Acucela Inc., a pharmaceutical company, from August 2015 to July 2016.  Prior to Acucela, Dr. Lasezkay served as President of Horizon Pharma Consulting Group from 2005 to December 2015.  Dr. Lasezkay received a B.S. and Pharm.D. from the University of Buffalo, a J.D. from the University of Southern California Gould School of Law and a Certificate, Dispute Resolution from Pepperdine University School of Law.

In accordance with the Company’s compensation policy for non-employee directors, upon his commencement of service as a director, Dr. Lasezkay will be granted a nonqualified stock option to purchase 22,500 shares of the Company’s common stock.  The stock option will have an exercise price per share equal the closing price of the Company’s common stock on the date of grant.  This option will vest and become exercisable in 36 equal monthly installments subject to Dr. Lasezkay’s Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) through such vesting dates.  Additionally, Dr. Lasezkay will be entitled to receive a $40,000 annual retainer for his service as director and a $8,000 annual retainer for his service on the Audit Committee.  At each annual stockholder meeting following which Dr. Lasezkay’s term as a director continues, Dr. Lasezkay will be entitled to receive an additional nonqualified stock option to purchase 11,250 shares of the Company’s common stock, which option will vest in full and become exercisable on the earlier of the date immediately prior to the next annual stockholder meeting or 12 months following the date of grant.  Dr. Lasezkay has also entered into the Company’s standard form of indemnification agreement.    

 

 

Item 7.01             Regulation FD Disclosure.

 

On August 8, 2017, the Company issued a press release announcing the resignation of Mr. Yoon and the appointment of Dr. Lasezkay.  A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 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

 

Clearside Biomedical, Inc. Announces Changes to its Board of Directors

 

ALPHARETTA, GA, August 8, 2017 (GLOBE NEWSWIRE) – Clearside Biomedical, Inc. (NASDAQ:CLSD), a late-stage biopharmaceutical company developing first-in-class drug therapies to treat back-of-the-eye diseases, today announced that George Lasezkay, Pharm.D., J.D. has been appointed as to its board of directors, effective immediately.  Dr. Lasezkay will succeed Derek Yoon, who resigned from the board as of August 8, 2017.

 

“On behalf of everyone at Clearside, I would like to thank Derek for his many contributions to the company,” said Christy Shaffer, Ph.D., Chairperson of Clearside’s Board of Directors. “I am also very pleased to welcome Dr. Lasezkay to our team.  George has extensive executive leadership experience in the global ophthalmology, dermatology and medical aesthetics industries, playing a critical role in developing corporate strategy and providing counsel on strategic partnerships, business development programs and licensing transactions.  I am confident that George’s unique combination of clinical, executive and legal expertise, and his diverse background working with several emerging biopharmaceutical companies, will prove to be a tremendous asset to our Board and to our shareholders.”

 

Dr. Lasezkay has an accomplished history of success in the life sciences industry.  For the past 15 years, he has served as an independent director on the boards of a number of domestic and foreign emerging biopharmaceutical companies, both public and private.  Dr. Lasezkay currently serves on the board of directors of TheraVida, Inc., a clinical stage drug development company.  Previously, Dr. Lasezkay served as Executive Vice President, General Counsel at Acucela Inc., a development stage company that specializes in identifying and developing novel ophthalmic therapeutics. For the 12 years prior to joining Acucela, he was President of Horizon Pharma Group, a private life sciences consultancy practice.  Prior to his private consultancy practice, Dr. Lasezkay was Corporate Vice President for Corporate Development at Allergan, Inc., the global pharmaceutical and medical aesthetics company.  His 13 years of progressive experience at Allergan includes a number of executive leadership positions, including being a member of the company’s Executive Committee, Assistant General Counsel for Commercial Affairs, and General Counsel for the Asia-Pacific Region. In these positions, he played a critical role in developing corporate strategy and was responsible for a wide variety of licensing, R&D collaboration and acquisition transactions involving new technologies, products and companies.  

 

Earning B.S. Pharmacy and Doctor of Pharmacy degrees from the State University of New York at Buffalo, and a J.D. degree from the Southern California Gould School of Law, Dr. Lasezkay also brings forward diverse knowledge and expertise in private firm and in-house legal practice, hospital pharmacy practice, clinical pharmacokinetics consultation and clinical drug research.

 

About Clearside

 

Clearside Biomedical, Inc., headquartered in Alpharetta, GA, is a late-stage clinical ophthalmic biopharmaceutical company that envisions a world without blindness.  Clearside relentlessly pursues transformative, elegant, precise solutions to restore and preserve vision. Clearside is developing advanced clinical and preclinical product candidates using a proprietary treatment approach offering unprecedented access to the back of the eye through the suprachoroidal space (SCS™). This offers potentially meaningful treatment benefit to patients suffering from sight threatening diseases like

 

 

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uveitis, retinal vein occlusion, diabetic macular edema and wet age-related macular degeneration. To learn more about how Clearside is changing ophthalmology, please visit us at www.clearsidebio.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements may be identified by words such as “believe”, “expect”, “may”, “plan”, “potential”, “will”, and similar expressions, and are based on Clearside’s current beliefs and expectations. These forward-looking statements include expectations regarding Dr. Lasezkay’s potential contributions to Clearside. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the conduct of clinical trials, Clearside’s reliance on third parties over which it may not always have full control, and other risks and uncertainties that are described in Clearside’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2017, and Clearside’s other Periodic Reports filed with the SEC.  Any forward-looking statements speak only as of the date of this press release and are based on information available to Clearside as of the date of this release, and Clearside assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Contacts:

 

Stephen Kilmer

Investor Relations

(678) 270-3631

stephen.kilmer@clearsidebio.com

 

Charles Deignan

Chief Financial Officer

(678) 270-4005

charlie.deignan@clearsidebio.com