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
August 27, 2012
Date of Report (Date of earliest event reported)
GALECTIN THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 001-31791 | 04-3562325 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 WELLS AVENUE
NEWTON, MASSACHUSETTS 02459
(Address of principal executive offices) (Zip Code)
(617) 559-0033
(Registrant’s telephone number, including area code)
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; Compensation Arrangements of Certain Officers
On August 27, 2012, Galectin Therapeutics Inc. (“the Company”) appointed Harold H. Shlevin, Ph.D., as the Company’s Chief Operating Officer, effective October 1, 2012. Dr. Shlevin succeeds, as of October 1, 2012, Maureen Foley, who helped found the Company and served as its Chief Operating Officer since its inception and as its corporate secretary. The Company announced the appointment of Dr. Shlevin in a press release dated August 29, 2012, attached hereto as Exhibit 99.1.
Dr. Shlevin, age 62, has been employed at the Georgia Institute of Technology’s Advanced Technology Development Center as Principle and Manager of bioscience commercialization efforts since November 2009, where he has assisted faculty in identifying technology worthy of commercialization, catalyzed formation of new start-up bioscience companies, and mentored new company management. From October 2008 to November 2009, he served as Head of Operations and Commercial Development for Altea Therapeutics Corporation, an advanced drug delivery company focused on the delivery of therapeutic levels of water-soluble biotherapeutics and small drugs through the skin. At Altea, he was responsible for pharmaceutical research and development, clinical research, regulatory affairs, engineering, clinical and commercial manufacturing, quality assurance, information technology, facility operations and finance. From July 2006 to September 2008, Dr. Shlevin served as the President and Chief Executive Officer of Tikvah Therapeutics, Inc., a start-up pharmaceutical enterprise focused on later-stage development of neuroscience therapeutics. From May 2000 to January 2006, he served as President and CEO of Solvay Pharmaceuticals, Inc. (US). In January 2006, he was promoted to a global senior Vice President role within Solvay Pharmaceuticals, SA and member of the Board of Solvay Pharmaceuticals, SA. See the press release attached hereto as Exhibit 99.1 for more information regarding Dr. Shlevin and his prior business experience.
On August 27, 2012, the Company and Dr. Shlevin entered into an employment agreement (the “Agreement”) in conjunction with Dr. Shlevin’s appointment as the Company’s Chief Operating Officer. The Agreement provides for an initial term from October 1, 2012 through December 31, 2014, and automatically renews for additional one-year periods unless otherwise terminated pursuant to the terms of the Agreement by either party. In accordance with the terms of the Agreement, Dr. Shlevin will receive an initial base salary of $200,000 per year and will receive an annual performance bonus for calendar year 2013 between $20,000 and $40,000, based on the achievement of individual performance goals. He will be eligible for a performance bonus for calendar year 2014 of up to $50,000, based on individual and Company performance. The Agreement also provides for a one-time signing bonus of $25,000 and a grant of options to purchase 250,000 shares of the Company’s common stock. The exercise price of the options is equal to the closing price of the Company’s stock price on August 27, 2012, and 50,000 shares vested upon execution of the Agreement, 50,000 shares will vest on December 31, 2012, 75,000 shares will vest on December 31, 2013, and 75,000 shares will vest on December 31, 2014. The options were granted pursuant to the Company’s Amended and Restated 2009 Incentive Compensation Plan and expire ten years after the date of grant.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated August 29, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GALECTIN THERAPEUTICS INC. | ||
| By: | /s/ Thomas A. McGauley | |
| Thomas A. McGauley Chief Financial Officer | ||
Date: August 29, 2012
Exhibit 99.1
FOR IMMEDIATE RELEASE
Galectin Therapeutics Appoints Harold H. Shlevin, PhD, Bioscience Industry Executive, as Chief Operating Officer
Newton, MA, Aug. 29, 2012 – Galectin Therapeutics Inc. (NASDAQ: GALT), the leading developer of therapeutics that target galectin proteins to treat fibrosis and cancer, today announced the appointment of Dr. Harold H. Shlevin as Chief Operating Officer. Dr. Shlevin succeeds, as of October 1, 2012, Maureen Foley who helped found the Company and served as its COO since its inception and as its corporate secretary. Dr. Shlevin is a bioscience industry executive with 25 years of senior management experience in the development and commercialization of pharmaceuticals, diagnostics and vaccines.
“Dr. Shlevin will be a tremendous asset to Galectin Therapeutics as he brings a broad range of technical, managerial and leadership experience in small, medium and large pharmaceutical companies that includes a track-record of attracting capital, competing successfully to negotiate partnering deals and developing and commercializing new pharmaceutical products,” said Peter G. Traber, MD, President, CEO, and CMO of Galectin. “He has also has experience building effective leadership teams, optimizing regulatory compliance and adherence to quality standards, and aligning diverse functions in small companies, global alliances and across corporate structures. These qualities will be of great value to Galectin Therapeutics as we advance our candidates in liver fibrosis and cancer. As we welcome Dr. Shlevin, I wish to thank Ms. Foley for her long dedication and great contributions to the Company.”
“I was attracted to Galectin Therapeutics because of its leading-edge applied science supported by a strong dedicated team of experienced individuals, both of which are key criteria for success in this industry,” said Dr. Shlevin. “I look forward to assisting Galectin in developing new potential therapies for patients suffering from intractable liver and other diseases.”
Dr. Shlevin most recently led Georgia Institute of Technology’s Advanced Technology Development Center (ATDC) as Principle and Manager of bioscience commercialization efforts, where he served as a catalyst for new bioscience startup companies. His leadership roles have included: President and CEO of Solvay Pharmaceuticals, where he oversaw the successful launch of the first topical testosterone gel product in the US; co-founder of CIBA Vision Ophthalmics, a specialty ophthalmic drug company, where he headed efforts leading to the approval of the first non-steroidal agent for treatment of ocular inflammation and several other drug products; founder, President & CEO of Tikvah Therapeutics, a company focused on clinical development of therapeutics for treatment of neurological diseases; and VP and Head of Operations & Commercial Development for Altea Therapeutics Corporation, a clinical-stage drug delivery company with platform technology applicable to the transdermal delivery of biologics.
Dr. Shlevin earned his BA from Boston University and MS and PhD in physiology from the University of Rochester Medical School. He completed post-doctoral training in pharmacology at Mayo Clinic where he subsequently served as Assistant Professor of Pharmacology & Physiology. He is a member of
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scientific and business societies including IEEE, Licensing Executives Society, Am. Physiological Society, Am. Society of Pharmacology & Experimental Therapeutics, and is an inventor on several issued and pending patents. Dr. Shlevin currently serves on the Board of Directors of Cardiome Pharma Corp. (NASDAQ:CRME) and NeurOp, Inc. and as an advisor to Clearside Biomedical, Inc.
About Galectin Therapeutics
Galectin Therapeutics (NASDAQ: GALT) is developing promising carbohydrate-based therapies for the treatment of fibrotic liver disease and cancer based on the Company’s unique understanding of galectin proteins, key mediators of biologic function. We are leveraging extensive scientific and development expertise as well as established relationships with external sources to achieve cost effective and efficient development. We are pursuing a clear development pathway to clinical enhancement and commercialization for our lead compounds in liver fibrosis and cancer. Additional information is available at www.galectintherapeutics.com.
Forward-Looking Statements
This press release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance, and use words such as “may,” “estimate,” “could,” “expect” and others. They are based on our current expectations and are subject to factors and uncertainties which could cause actual results to differ materially from those described in the statements. Factors that could cause our actual performance to differ materially from those discussed in the forward-looking statements include, among others: incurrence of operating losses since our inception, uncertainty as to adequate financing of our operations, extensive and costly regulatory oversight that could restrict or prevent product commercialization, inability to achieve commercial product acceptance, inability to protect our intellectual property, dependence on strategic partnerships, product competition, and others stated in risk factors contained in our SEC filings. We cannot assure that we have identified all risks or that others may emerge which we do not anticipate. You should not place undue reliance on forward-looking statements. Although subsequent events may cause our views to change, we disclaim any obligation to update forward-looking statements.
Contact
Galectin Therapeutics Inc.
Tom McGauley, 617-559-0033
Acting Chief Financial Officer
ir@galectintherapeutics.com
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