ITEK Inotek Pharmaceuticals Corp. (delisted)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 28, 2016, the Board of Directors (the “Board”) of Inotek Pharmaceuticals Corporation (the “Company”) appointed Timothy J. Barberich to the Board. Mr. Barberich will serve as a Class III director of the Company, to hold office until the date of the annual meeting of stockholders next following the year ending December 31, 2016, or until his earlier death, resignation or removal. The Board has determined that Mr. Barberich satisfies the definition of “independent” director, including without limitation the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act of 1934, as amended.

Mr. Barberich, age 68, has served as a member of the Board of Directors at GI Dynamics, Inc. since 2011, Verastem, Inc. since 2014, Tokai Pharmaceuticals Inc. since 2009, Neurovance, Inc. since 2010, MirImmune, Inc. since 2015, Frequency Therapeutics, Inc. since 2016 and BioNevia LLC since 2008. Mr. Barberich served as Chief Executive Officer of Sepracor Inc. from 1984 to 2007 and as Chairman of its Board from 1994 to 2009. Prior to working for Sepracor Inc., Mr. Barberich held positions at Millipore Corporation and American Cyanamid Company. Mr. Barberich received his Bachelor of Science degree in Chemistry from King’s College.

Upon his election to the Board, Mr. Barberich was granted an option to purchase 24,000 shares of the Company’s common stock at an exercise price of $9.49 per share, which is equal to the fair market value of the Company’s common stock on the date of grant (the “Vesting Commencement Date”). Twenty-five percent of the shares shall vest on the one year anniversary of the Vesting Commencement Date and 1/36 ^th of the remaining shares shall vest on each monthly anniversary thereafter, subject to Mr. Barberich’s continued service on the Board.

As a non-employee director, Mr. Barberich will receive compensation in the same manner as the Company’s other non-employee directors. Additionally, in connection with Mr. Barberich’s appointment to the Board, the Company and Mr. Barberich will enter into an indemnification agreement in substantially the same form that the Company has entered into with each of the Company’s existing directors. The form of such indemnification agreement was previously filed by the Company as an exhibit to its Registration Statement on Form S-1 (File No. 333-199859) filed with the SEC.

In connection with his election to the Board, Mr. Barberich was also appointed as the Chairperson of the Board’s Compensation Committee. The Board has determined that Mr. Barberich satisfies all applicable requirements to serve on such committee.

There are no arrangements or understandings between Mr. Barberich and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Mr. Barberich and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Barberich and the Company.

A copy of the press release announcing Mr. Barberich’s appointment is furnished herewith as Exhibit 99.1.