8-K
false 0001571498 0001571498 2019-08-29 2019-08-29

 

 

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):

August 29, 2019

 

EPIZYME, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35945

 

26-1349956

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

400 Technology Square,

Cambridge, Massachusetts

 

02139

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (617) 229-5872

(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

 

Name of each exchange

on which registered

Common stock, $0.0001 par value

 

EPZM

 

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  

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 September 2, 2019, the Board of Directors (the “Board”) of Epizyme, Inc., a Delaware corporation (the “Company”), elected Grant Bogle to the Board as a Class I Director, with a term expiring at the 2020 annual meeting of stockholders, and Victoria Richon, Ph.D., to the Board as a Class II Director, with a term expiring at the 2021 annual meeting of stockholders, each effective as of September 2, 2019.

On August 29, 2019 Beth Seidenberg, Ph.D. submitted her resignation from the Board, effective September 2, 2019.

Mr. Bogle served as Senior Vice President and Chief Commercial Officer for Tesaro, Inc. (“Tesaro”) from July 2015 to January 2019. Prior to joining Tesaro, Mr. Bogle was Senior Vice President, Pharmaceutical and Biotech Solutions at McKesson Specialty Health (formerly U.S. Oncology). Previously, he was Senior Vice President of Sales and Marketing for Millennium Pharmaceuticals. Mr. Bogle holds an M.B.A. from Columbia University and a B.A. in economics from Dartmouth College.

Dr. Richon has served as President and Chief Executive Officer for Ribon Therapeutics (“Ribon”), a biotechnology company, since November 2015. Prior to joining Ribon, Dr. Richon was Vice President, Global Head of Oncology Research and Translational Medicine at Sanofi Oncology from November 2012 to October 2015. Dr. Richon previously served as Vice President of Biological Sciences for the Company from October 2008 to November 2012. Dr. Richon received her Ph.D. in Biochemistry at the University of Nebraska Medical Center and a B.A. in Chemistry at the University of Vermont.

There are no arrangements or understandings between Mr. Bogle or Dr. Richon and any other person pursuant to which he or she was elected as a director of the Company.

In accordance with the Company’s director compensation program, Mr. Bogle and Dr. Richon will each receive an annual cash retainer of $40,000 for service on the Board, which is payable quarterly in arrears. Under the Company’s director compensation program, each director may elect to receive such retainer in shares of common stock of the Company. In addition, under the Company’s director compensation program, upon their election as a director, Mr. Bogle and Dr. Richon were each granted an option on September 2, 2019 to purchase 37,075 shares of the Company’s common stock at an exercise price per share of $12.54. These options vest as to 25% of the shares on the first anniversary of the grant date and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of the grant date until the fourth anniversary of the grant date and become exercisable in full upon the occurrence of a change in control of the Company. For a full description of the Company’s director compensation program, see Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the three months ended June 30, 2019 (File No. 001-35945) filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2019.

Also in connection with Mr. Bogle’s and Dr. Richon’s election to the Board, Mr. Bogle and Dr. Richon will each enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.16 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333- 187982) filed with the SEC on April 26, 2013. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Mr. Bogle and Dr. Richon for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of the Company’s directors.

A copy of the Company’s press release announcing Mr. Bogle’s and Dr. Richon’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 relating to Item 5.02 shall be deemed to be furnished, and not filed:

 

99.1

   

Press release issued by the Company on September 4, 2019

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

 

EPIZYME, INC.

             

Date: September 4, 2019

 

 

By:

 

/s/ Robert B. Bazemore

 

 

 

Robert B. Bazemore

President and Chief Executive Officer

EX-99.1

Exhibit 99.1

 

   LOGO

Epizyme Announces Board of Director Appointments to Support Continued Evolution and Growth

CAMBRIDGE, Mass., Sept. 4, 2019Epizyme, Inc. (Nasdaq: EPZM), a late-stage biopharmaceutical company developing novel epigenetic therapies, today announced the appointments of experienced commercial executive, Grant Bogle, and research and development executive, Victoria Richon, Ph.D., to the company’s board of directors. In conjunction with the new appointments, Beth Seidenberg, M.D., who has served on the company’s board of directors since its founding in 2007, will step down from her position.

“I am thrilled to welcome Grant and Vicky to our board as we work to execute our Vision 2020, which includes bringing tazemetostat to market for both solid tumors and hematologic malignancies and advancing three new programs into clinical development,” said Robert Bazemore, president and chief executive officer of Epizyme. “Grant’s commercial expertise will be invaluable as we finalize our plans to launch tazemetostat, and Vicky’s past experience as head of biology at Epizyme, along with her extensive drug discovery background, will be critical as we expand our internal pipeline. I also want to sincerely thank Beth for her many years of dedication and support. We have built a very strong team, and I believe we stand well-positioned to achieve our mission of rewriting treatment for patients with cancer and other serious diseases.”

“Epizyme has made impressive progress since its founding, and I am proud to have supported and contributed to its evolution to this point,” said Dr. Seidenberg. “The company has been successful in bringing forward multiple, novel epigenetic programs, including the progression of tazemetostat to its late-stage status for multiple difficult-to-treat cancers, and in advancing a number of additional programs in its internal and partnered pipelines. I believe the company has an incredible future ahead and look forward to watching its continued growth and success.”

Mr. Bogle has more than 35 years of sales and marketing experience, and spent the last third of his career running or supporting oncology-focused commercial organizations. Since 2015, he has served as senior vice president and chief commercial officer of TESARO, where he oversaw the build-up of the US commercial organization and led the launch of two products, including ZEJULA® (niraparib) for ovarian cancer in the US. Prior to TESARO, Mr. Bogle served as senior vice president of pharmaceutical and biotech solutions at McKesson Specialty Health (formerly US Oncology), where he led numerous businesses that supported oncology-focused companies to engage, educate and support oncologists and patients to access and appropriately utilize their medications. These businesses included data and informatics, health economics and outcomes research, reimbursement hub services and the US Oncology clinical research business units. Before that, he was senior vice president of sales and marketing at Millennium Pharmaceuticals, leading the commercialization of VELCADE® (bortezomib). Earlier in his career, Mr. Bogle held various senior commercial roles with Viacell, Inc., Roche Pharmaceuticals, Knoll Pharmaceuticals and DuPont Pharmaceuticals. He began his career at American Critical Care, a division of American Hospital Supply Corporation. Mr. Bogle holds a B.A. in economics from Dartmouth College and an MBA from Columbia University’s Columbia School of Business.


Dr. Richon brings extensive research and development experience to help support the future growth of Epizyme’s product pipeline, including having served as vice president of biological sciences at Epizyme from 2008 to 2012. During that time she played a key role in bringing forward two first-in-class agents from initiation of discovery to clinical trials, including tazemetostat. Dr. Richon currently serves as the president and chief executive officer of Ribon Therapeutics, Inc., a clinical-stage biotechnology company focused on the discovery and development of first-in-class therapeutics targeting novel enzyme families activated under cellular stress conditions. Prior to Ribon, she was vice president, global head of discovery and early development at Sanofi Oncology in Cambridge, Mass., where she was responsible for overseeing the discovery research and translational medicine of drug candidates emerging from Sanofi’s drug discovery oncology projects. Before her tenure at Epizyme, she was senior director and department head of cancer biology and therapeutics at Merck & Co., Inc., and before that, was a co-founder at Aton Pharma, Inc. Dr. Richon began her scientific career as a postdoctoral fellow in the Department of Cell Biology at Memorial Sloan-Kettering Cancer Center and is an author on more than 100 peer-reviewed publications. She received her B.A. in chemistry from the University of Vermont and her Ph.D. in biochemistry from the University of Nebraska Medical Center Eppley Institute for Research in Cancer and Allied Diseases.

About Epizyme, Inc.

Epizyme, Inc. is a late-stage biopharmaceutical company committed to rewriting treatment for cancer and other serious diseases through novel epigenetic medicines. Epizyme is broadly developing its lead product candidate, tazemetostat, an oral, first-in-class EZH2 inhibitor, with studies underway in both solid tumors and hematological malignancies, as a monotherapy and combination therapy in relapsed and front-line disease. The company also is developing a novel G9a program with its next development candidate, EZM8266, which is targeting sickle cell disease. By focusing on the genetic drivers of disease, Epizyme’s science seeks to match targeted medicines with the patients who need them. For more information, visit www.epizyme.com.

Cautionary Note on Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Epizyme, Inc. and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties inherent in the initiation of future clinical studies and in the availability and timing of data from ongoing clinical studies; whether interim results from a clinical trial will be predictive of the final results of the trial; whether results from preclinical studies or earlier clinical studies will be predictive of the results of future trials; whether results from clinical studies will warrant meetings with regulatory authorities, submissions for regulatory approval or review by governmental authorities under the accelerated approval process; whether Fast Track Designation and Orphan Drug Designations will provide the benefits for which tazemetostat is eligible; expectations for regulatory approvals, including accelerated approval, to conduct trials or to market products; whether the company’s cash resources will be sufficient to fund the company’s foreseeable and unforeseeable operating


expenses and capital expenditure requirements; other matters that could affect the availability or commercial potential of the company’s therapeutic candidates; and other factors discussed in the “Risk Factors” section of the company’s most recent Form 10-Q filed with the SEC and in the company’s other filings from time to time with the SEC. In addition, the forward-looking statements included in this press release represent the company’s views as of the date hereof and should not be relied upon as representing the company’s views as of any date subsequent to the date hereof. The company anticipates that subsequent events and developments will cause the company’s views to change. However, while the company may elect to update these forward-looking statements at some point in the future, the company specifically disclaims any obligation to do so.

Contacts

Media:

Media:

Erin Graves, Epizyme, Inc.

media@epizyme.com

(617) 500-0615

Investors:

Chelcie Lister, THRUST Strategic Communications

chelcie@thrustsc.com

(910) 777-3049