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): April 29, 2015 (April 28, 2015)
ALEXZA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-51820 |
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77-0567768 |
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of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| Alexza Pharmaceuticals, Inc.
2091 Stierlin Court
Mountain View, California |
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94043 |
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(Zip Code) |
Registrant’s telephone number, including area code: (650) 944-7000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On April 28, 2015, the Board of Directors (the “Board”) of Alexza Pharmaceuticals, Inc., a Delaware corporation
(the “Company”) promoted Dr. Edwin S. Kamemoto, Ph.D., age 61, to the newly created position of Executive Vice President, R&D and Quality. A copy of the press release relating to Dr. Kamemoto’s appointment is
attached hereto as Exhibit 99.1.
Dr. Kamemoto will receive a base annual salary of $350,000. In connection with the foregoing promotion, the
compensation committee of the Board granted Dr. Kamemoto a stock option to purchase 35,000 shares of the Company’s common stock (the “Option”). The Option was granted under and in accordance with the terms and conditions of the
Company’s 2005 Equity Incentive Plan (the “Plan”) and the Form of Notice of Grant of Award, Form of Option Agreement and Form of Stock Unit Award Agreement (the “Related Agreements”) previously filed with the SEC as Exhibit
10.5 to the Company’s registration statement on Form S-1 on December 22, 2005.
Pursuant to the Plan and the Related Agreements, the Option will
vest as to 25% of the underlying shares of common stock on April 28, 2016 and will vest as to the remaining underlying shares monthly over the following 36 months, provided in each case that Dr. Kamemoto remains employed by the Company
through each applicable vesting date. The exercise price for the Option is $1.95, the closing price for the Company’s Common Stock on the Nasdaq Capital Market on the date of such grant.
The foregoing summary of the Related Agreements is qualified in its entirety by reference to the
full text of the Related Agreements that the Company has previously filed with the SEC.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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| Exhibit Number |
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Description |
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| 99.1 |
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Press Release, dated April 29, 2015, entitled “Alexza Pharmaceuticals Announces Management Promotions.” |
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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ALEXZA PHARMACEUTICALS, INC. |
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| Date: April 29, 2015 |
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By: |
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/s/ Mark Oki |
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Mark Oki Senior Vice President, Finance,
Chief Financial Officer and Secretary |
INDEX TO EXHIBITS
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Description |
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| 99.1 |
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Press Release, dated April 29, 2015, entitled “Alexza Pharmaceuticals Announces Management Promotions.” |
Exhibit 99.1
NEWS RELEASE—for immediate release
Alexza Pharmaceuticals Announces Management Promotions
Mountain View, California – April 29, 2015 - Alexza Pharmaceuticals, Inc. (Nasdaq: ALXA) today announced two management promotions.
Dr. Edwin S. Kamemoto has been promoted to the newly created position of Executive Vice President, R&D and Quality. In this new role, Dr. Kamemoto will be responsible for research and development, regulatory affairs, clinical
research, pharmacovigilance, and the quality functions at Alexza. Dr. Lori H. Takahashi has been promoted to the newly created position of Vice President, Pharmaceutical R&D and Quality. In this new role, Dr. Takahashi will be
responsible for product research and development, toxicology, pharmacokinetics/ADME (PK/ADME), analytical development, and day-to-day leadership of the quality functions at Alexza.
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Edwin S. Kamemoto, PhD, has served as Alexza’s Senior Vice President, Regulatory Affairs since 2014. Dr. Kamemoto joined Alexza in 2006 as Associate Director, Regulatory Affairs, and was promoted to Director,
Regulatory Affairs in 2007, to Senior Director, Regulatory Affairs in 2008, to Executive Director, Regulatory Affairs in 2010, and to Vice President, Regulatory Affairs in 2012. From 2004 to 2006, Dr. Kamemoto was a consultant for CATO
Research, a contract research organization. From 1995 to 2004, he held various scientific and regulatory affairs managerial positions at Nektar Therapeutics. He also held previous scientific-related positions at Collagen Corporation/Celtrix
Pharmaceuticals and Glycomed. Dr. Kamemoto received a PhD in biochemistry from UCLA, completed a postdoctoral fellowship in the Department of Pharmacology at Stanford University, and received a BS in chemistry and biology from University of
Hawaii. |
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Lori H. Takahashi, PhD, has served as Alexza’s Executive Director, Non-Clinical R&D, where she was in charge of product R&D, toxicology, PK/ADME, and analytical development. Dr. Takahashi joined Alexza
in 2005 as Senior Director, PK/ADME & Analytical Development. Previous to Alexza, Dr. Takahashi was the Director of Drug Metabolism at Gilead Sciences, Inc. from 2003 to 2004 and, prior to that position, headed the PK/ADME group for
Elan Pharmaceuticals, Inc. from 2001 to 2003. She also served as a Staff Scientist I, II, Senior Scientist and Research Fellow for the Affymax Research Institute (wholly-owned subsidiary of Glaxo Wellcome) from 1994 to 2001. Dr. Takahashi holds
a PhD in chemistry from Texas A&M University and M and BS degrees in chemistry from San Jose State University. |
About Alexza
Pharmaceuticals, Inc.
Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the
acute treatment of central nervous system conditions. Alexza’s products are based on the Staccato® system, a hand-held inhaler designed to deliver a drug aerosol to the deep lung,
providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner.
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ADASUVE®, Alexza’s first commercial product, is based on the
Staccato system and has been approved for sale by the U.S. Food and Drug Administration, the European Commission, and in eight Latin American countries. ADASUVE is currently being marketed in thirteen EU member countries, the United
States, and one country in Latin America.
Teva Pharmaceuticals USA, Inc., a subsidiary of Teva Pharmaceutical Industries Ltd., is Alexza’s commercial
partner for ADASUVE in the United States. Grupo Ferrer Internacional SA is Alexza’s commercial partner for ADASUVE in Europe, Latin America and the Commonwealth of Independent States countries.
ADASUVE® and Staccato® are registered
trademarks of Alexza Pharmaceuticals, Inc. For more information, please visit www.alexza.com.
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| CONTACT: |
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Ana Kapor |
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Senior Director, Investor Relations and Corporate Communications
650.944.7906 |
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akapor@alexza.com |
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