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 7, 2017
Inotek Pharmaceuticals Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| DELAWARE | | 001-36829 | | 04-3475813 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| |
91 Hartwell Avenue
Lexington, MA | | 02421 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (781)676-2100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 or Rule12b-2 of the Securities Exchange Act of 1934.
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. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On August 7, 2017, the Company entered into an amendment to the Offer Letter, dated as of May 2, 2007 and amended on December 23, 2008 and October 9, 2009 (the “Offer Letter”), with Rudolf A. Baumgartner, M.D., the Executive Vice President, Chief Medical Officer of Inotek Pharmaceuticals Corporation (the “Company”) (the “Amendment”). Under the Amendment, in the event of a Change of Control (as defined in the Offer Letter), Dr. Baumgartner’s outstanding unvested equity awards will be fully vested upon his execution of a comprehensive release of claims in the Company’s favor.
The description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Amendment to Offer Letter, effective as of August 7, 2017, by and between the Company and Rudolf A. Baumgartner, M.D. |
* * *
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: August 8, 2017 | | | | INOTEK PHARMACEUTICALS CORPORATION |
| | | |
| | | | By: | | /s/ Dale Ritter |
| | | | | | Dale Ritter |
| | | | | | Vice President – Finance |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Amendment to Offer Letter, effective as of August 7, 2017, by and between the Company and Rudolf A. Baumgartner, M.D. |
