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) September 14, 2015
CTD HOLDINGS, INC.
(Exact
name of registrant as specified in charter)
| Florida |
|
000-25466 |
|
59-3029743 |
| (State
or other Jurisdiction of Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
|
| 14120 N.W. 126th Terrace, Alachua, Florida |
|
32615
|
| (Address of Principal Executive Offices) |
|
(zip code)
|
386-418-8060
(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐
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; Compensatory Arrangements of Certain Officers.
On
September 14, 2015, the Board of Directors of CTD Holdings, Inc. (“CTD” or the “Company”) appointed N.
Scott Fine to serve as the Company’s Chief Executive Officer.
Mr.
Fine, age 58, has been a Director of CTD since February 2014 and currently serves as its Chairman of the Board, a position he
will continue to hold following his appointment as Chief Executive Officer. From 2004 until 2014, Mr. Fine was a principal at
Scarsdale Equities, an investment banking firm located in New York City. Mr. Fine currently sits on the Board of Directors of
Kenon Holdings Ltd, a spin-off from Israel Corporation Ltd, and Forward Industries, where he serves as Lead Director. Mr. Fine
is also Chairman of the Global Virus Network, a Board member of Operation Respect, and a Member of the Board of Trustees of the
Imperial War Museum American Air Museum at Duxford, UK. Mr. Fine was a director of Central European Distribution Corporation,
a multi-billion dollar alcohol beverage company, from 1996 until 2014, during which time he led the CEDC Board's successful efforts
in 2013 to restructure the company through a pre-packaged Chapter 11 process whereby CEDC was acquired by the Russian Standard
alcohol group.
The
Company’s Board of Directors has approved the payment of an annual base salary of $400,000 to Mr. Fine for his service as
Chief Executive Officer. The Company and Mr. Fine are not currently a party to a written employment agreement but are expected
to enter into such an agreement in the near term.
In
connection with Mr. Fine’s appointment as Chief Executive Officer, Dr. Jeffrey L. Tate, the Company’s previous Chief
Executive Officer, was named Chief Operating Officer and Chief Scientific Officer.
A copy
of the press release issued by the Company announcing these changes is attached to this Current Report on Form 8-K as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits.
| (d) |
|
Exhibits |
| |
|
|
| 99.1 |
|
Press Release of CTD Holdings, Inc. dated September
16, 2015 |
2
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.
| |
CTD
Holdings, Inc.
|
| |
|
| |
Date:
September 17, 2015 |
| |
|
| |
By: |
/s/ Jeffrey
L. Tate |
| |
Jeffrey L. Tate
Chief Operating Officer |
3
EXHIBIT
INDEX
| No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of CTD Holdings, Inc. dated September
16, 2015 |
Exhibit
99.1
N.
Scott Fine Named CEO of CTD Holdings
Company
expands executive team: Markus W. Sieger named Lead Director and Dr. Sharon H. Hrynkow named Senior Vice President for Medical
Affairs
ALACHUA,
FL – (Marketwired) – September 16, 2015 – CTD Holdings, Inc. (OTCQB:CTDH), a biotechnology company that develops cyclodextrin-based
products for the treatment of disease, today announced that the Board of Directors has named N. Scott Fine as Chief Executive
Officer. Mr. Fine, who was previously Chairman of the Board and Lead Director, will continue as Chairman. Director Markus W. Sieger
was named Lead Director, and Senior Medical Advisor Dr. Sharon H. Hrynkow joins the company as Senior Vice President for Medical
Affairs.
The
executive team expansion supports the increasing demands of CTD’s international clinical program to develop Trappsol(R)
Cyclo(TM), an orphan drug designated product, for the treatment of Niemann-Pick Type C (NPC), a rare and often fatal genetic disease
in young children.
Mr.
Fine brings extensive leadership experience to CTD Holdings. He has spent the majority of his career in senior roles at the board
level and as the managing director/ head of investment banking for a number of well-known companies. Mr. Fine’s experience
culminated in the successful launch of his investment banking firm Fine Equities. Mr. Fine currently sits on the Board of Directors
of Kenon Holdings Ltd, (NYSE-KEN) a spin-off from Israel Corporation Ltd, and Forward Industries (NASDAQ-FORD), where he serves
as Lead Director. Mr. Fine is also Chairman of the Global Virus Network, a Board member of Operation Respect, and a Member of
the Board of Trustees of the Imperial War Museum American Air Museum at Duxford, UK.
“We
are committed to building many platforms for CTD, and we have prioritized the NPC fight in order to enhance the quality of life
for children and families affected by this horrendous and tragic disease,” said Mr. Fine. “I am honored that the Board
has supported me in my new role as CEO as we continue to expand on our core product, Trappsol(R) Cyclo(TM), and the next generation
of products to fight NPC.”
CTD’s
new Lead Director Mr. Sieger advises companies in the pharmaceutical and media industries in Central and Eastern Europe. He is
a Member of the Supervisory Board of Z.F. Polpharma S.A., the largest manufacturer
of pharmaceuticals in Poland, and supervises the company’s operations. He also holds supervisory and board of director
seats on other European and U.S. companies. For nearly two decades, Mr.
Sieger was Managing Partner of fincoord, a company that advises entrepreneurs on business and financial strategies in emerging
markets. At fincoord, Mr. Sieger focused on the media, pharmaceutical, engineering and food industries.
Dr. Hrynkow,
CTD’s newly appointed Senior Vice President for Medical Affairs, has extensive experience leading global health programs
and policy efforts at federal and non-profit agencies such as the National Institutes of Health (NIH), the U.S. State Department,
and the Global Virus Network. Dr. Hrynkow was Acting Director and Deputy Director of Fogarty International Center, the lead international
organization within NIH that supports global health research and training. She was also a senior advisor at the State Department,
where she led policy efforts on emerging infectious diseases. Dr Hrynkow
has served on numerous boards to advance global health and global science, including at the U.S. Institute of Medicine and American
Association for the Advancement of Science. Dr. Hrynkow is currently President of Global Virus Network, a non-profit organization
that links top medical virology institutions around the world to facilitate research on viral diseases and prevent them from spreading.
She is also Founder and Managing Partner of Global Health Consulting LLC, an organization that connects private sector groups,
government representatives and individuals from the U.S. and around the world to advance global health research and training.
"I
am honored to serve in this new role and look forward to working with the Board and all partners to develop CTD's clinical program,"
said Dr. Hrynkow. "For rare diseases like NPC, development of effective treatments can only be accomplished through global
partnerships. I welcome the opportunity to work on behalf of NPC patients and families through my global healthcare and scientific
network."
Dr.
Jeffrey Tate, who has been instrumental in developing the proprietary formulation and manufacturing processes for Trappsol(R)
Cyclo(TM) orphan drug products, was named Chief Operating Officer and Chief Scientific Officer of CTD. Dr. Tate will manage the
company’s daily operations, research and development projects, and intellectual property program. Dr. Tate has more than
30-years experience in biotechnology in both academic and industrial settings.
About
the Company:
CTD Holdings, Inc. is a biotechnology company developing cyclodextrin-based products for the treatment of disease, including Trappsol(R)
Cyclo(TM), an orphan drug designated product, for the treatment of Niemann-Pick Type C, a rare and often fatal genetic disease
in young children which also results in significant health impairment for affected adults. Additional indications for the active
ingredient in Trappsol(R) Cyclo(TM), including peripheral artery disease, diabetic nephropathy, and acute viral infections, are
also in development.
The
company’s other divisions distribute and manufacture the trademarked Trappsol(R) and Aquaplex(R) cyclodextrins, cyclodextrin
derivatives, and cyclodextrin complexes for biotechnology and life science companies involved in the research, pharmaceutical,
medical device, cosmetics and nutrition markets. They also operate the world's only cGMP pulse drying facility for the production
of UltraPure(TM) cyclodextrin derivatives and pharmaceutical grade Aquaplex(R) cyclodextrin complexes and supply cyclodextrins
to biotechnology and life science researchers around the globe from the world's largest catalog of cyclodextrins. For additional
information, visit the company's websites: www.ctd-holdings.com and www.cyclodex.com
Safe
Harbor Statement:
This press release contains "forward-looking statements" about the company's current expectations about future results,
performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes"
and "expects" or similar expressions, are forward-looking statements. These statements are subject to a number of risks,
uncertainties and other factors that could cause actual results in future periods to differ materially from what is expressed
in, or implied by, these statements. The factors which may influence the company's future performance include the company's ability
to obtain additional capital to expand operations as planned, success in achieving regulatory approval for clinical protocols,
enrollment of adequate numbers of patients in clinical trials, unforeseen difficulties in showing efficacy of the company’s
biopharmaceutical products, success in attracting additional customers and profitable contracts, and regulatory risks associated
with producing pharmaceutical grade and food products. These and other risk factors are described from time to time in the company's
filings with the Securities and Exchange Commission, including, but not limited to, the company's reports on Forms 10-K and 10-Q.
Unless required by law, the company assumes no obligation to update or revise any forward-looking statements as a result of new
information or future events.
Contact:
Sitrick And Company
Wendy Tanaka
(415) 369-8447
wtanaka@sitrick.com
Thomas Mulligan
(212) 573-6100, Ext. 395
tmulligan@sitrick.com
Source:
CTD Holdings, Inc.