| Item 2.02 | Results of Operations and Financial Condition. |
On July 18, 2023, Amarin Corporation plc (“Amarin” or the “Company”) issued a press release announcing its preliminary financial results for the three months ended June 30, 2023 (the “Press Release”). These financial results are based on preliminary information and management estimates for the three months ended June 30, 2023, are not a comprehensive statement of Amarin’s financial results, and are subject to completion of Amarin’s financial closing procedures. A copy of the Press Release is furnished herewith as Exhibit 99.1.
The information in this report furnished pursuant to Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this report.
| Item 2.05 | Costs Associated with Exit or Disposal Activities. |
On July 18, 2023, as described in the Press Release, Amarin announced that it was implementing a new organizational restructuring program (the “ORP”), resulting in the elimination and consolidation of certain roles across the organization, both in the United States and abroad, representing a reduction of the total Amarin employee base by approximately 30% from current levels. Management, with oversight and guidance of the Amarin board of directors (the “Board”), determined to implement the ORP following a review of Amarin’s business and to better position the organization for a new strategic focus. The Company expects these actions will reduce operating costs by approximately $40 million annually.
As part of the ORP, the Board promoted several members of the Company’s management team, including Tom Reilly, the Company’s Senior Vice President, Chief Financial Officer and Secretary (and principal financial and accounting officer), who was promoted to Executive Vice President, Chief Financial Officer & Head of Global HR (and principal financial and accounting officer), with an increased base salary amount of $560,000.
Amarin estimates that it will incur approximately $10 million in charges related to the ORP, substantially all of which are cash expenditures for one-time termination benefits and associated costs. Amarin expects to record the charges in the second quarter of 2023 and to make substantially all of the related payments by December 31, 2023.
| Item 5.02. | Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 18, 2023, Amarin appointed Patrick Holt to serve as the Company’s President and Chief Executive Officer (and principal executive officer), and as a member of the Board, effective July 18, 2023.
Mr. Holt most recently served as president of Cordis, Cardinal Health’s global interventional cardiovascular business and as member of Cardinal Health Inc’s global operating committee. In this role, Mr. Holt led a successful turnaround that included a return to revenue growth, a refocused R&D strategy, as well as sustained enhancements in operational effectiveness delivering margin expansion. Subsequently, he led the transaction process which culminated in the sale of Cordis to Hellman & Friedman in 2021 for an enterprise value in excess of $1 billion. He also previously served as president of Cardinal Health in Asia-Pacific. Prior to his time at Cardinal Health, he served in a variety of senior executive positions across biopharmaceuticals and vaccines at Allergan and Merck. Mr. Holt is an independent non-executive director and audit committee member of Hugel, Inc., a publicly listed biopharmaceutical company and global leader in medical aesthetics. He earned a bachelor’s degree in biochemistry and chemistry from Monash University, Australia and is a graduate of Harvard Business School.
Upon Mr. Holt’s start date, Aaron Berg, who has been serving as the Company’s Interim President and Chief Executive Officer, will resume his role as Amarin’s Executive Vice President, President U.S. In light of Mr. Berg’s excellence and effectiveness in the interim role, the Board has awarded Mr. Berg a one-time cash bonus of $150,000.
