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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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On November 30, 2018, the Board of Directors (the “
Board
”)
of Outlook Therapeutics, Inc. (formerly, Oncobiologics, Inc., the “
Company
”) appointed Mr. Terry Dagnon
as Chief Operating Officer, its principal operating officer, with immediate effect. The Board also appointed Mr. Jeff Evanson
as Chief Commercial Officer effective as of November 30, 2018.
Mr. Dagnon, age 57, is the Company’s newly appointed Chief
Operating Officer. From March 2015 through November 2018, Mr. Dagnon was Senior Vice President of Operations at Dohmen Life Science
Services, and from March 2014 to March 2015 acted as its Vice President, Regulatory Affairs. From April 2013 through March 2014,
Mr. Dagnon provided consulting services through a proprietary company, and prior thereto, held various positions at Alcon, a Novartis
Company, where he last served Head of Regulatory Affairs, North America, from October 2012 through April 2013, and prior thereto
served in a variety of roles with increasing responsibility in regulatory affairs from December 1999 through October 2012. Prior
to a career in the life sciences industry, Mr. Dagnon served 11 years on active duty with the United States Army and was a SFC/E-7
Special Forces Green Beret 18D Senior Non-Commissioned Officer. Mr. Dagnon received his B.S. in Healthcare Administration from
Wayland Baptist University and an M.S. in Regulatory Affairs from San Diego State University.
Mr. Evanson, age 50, is the Company’s newly appointed
Chief Commercial Officer. Mr. Evanson has led Scott Three Consulting, LLC as Founder and President since April 2018, and from September
2014 through April 2018, served as a Managing Director in the Life Science Practice of Navigant. Prior to joining Navigant, Mr.
Evanson was the Vice President and Global Commercial Head of the Pharmaceutical Franchise at Alcon, a Novartis Company, from April
2010 to September 2014. Mr. Evanson serves on the Board of Directors of Children’s HeartLink, and was formerly a two-term
member of the Board of Directors of Gillette Children’s Hospital in St. Paul, Minnesota, from 2008 to 2014. Mr. Evanson received
his M.B.A. from the University of Minnesota, and a B.A. in Chemistry from the University of St. Thomas in St. Paul Minnesota.
Both Messrs. Dagnon and Evanson are providing services to the
Company pursuant to its strategic partnership agreement (the “
ONS-5010 Agreement
”), effective
February 15, 2018, with MTTR, LLC (“
MTTR
”). The Company will not be paying Mr. Dagnon or Mr. Evanson
any direct compensation as consultants or as employees. Both Messrs. Dagnon and Evanson will be compensated directly by MTTR for
services provided to the Company as the Company’s Chief Operating Officer and Chief Commercial Officer, respectively, pursuant
to the ONS-5010 Agreement. Messrs. Dagnon and Evanson are eligible for equity awards under the Company’s equity compensation
plans as may be determined by the Compensation Committee of the Board. The Company also entered into its standard form of indemnity
agreement for executive officers with each of them.
Under the ONS-5010 Agreement, MTTR is acting as a consultant
to the Company on the development of ONS-5010, in exchange for a monthly fee, and, if approved, a percentage of net profits. Mr.
Dagnon has a 16.66% ownership interest in MTTR. In the year ended September 30, 2018, MTTR earned an aggregate of $437,498 of monthly
consulting fees (or $58,333 per month), and was paid a total of $602,629, which includes such consulting fees, expense reimbursement
and an initial upfront payment of $75,000. Beginning February 2019, the monthly fee increases to $105,208 per month, and then,
after launch of ONS-5010 in the United States, to $170,833 per month (the amount of which is reduced by 50% in the event net sales
of ONS-5010 are below a certain threshold million per year). The Company also agreed to pay MTTR a tiered percentage of the net
profits of ONS-5010 ranging in the low- to mid-teens, with the ability to credit monthly fees paid to MTTR. Unless earlier terminated,
the ONS-5010 Agreement expires, on a country-by-country basis, upon the later of expiration of any regulatory exclusivity in such
country and, in certain major market countries, ten years after launch of ONS-5010 in such major market country, and in all other
countries in the territory, ten years after launch of ONS-5010 in any country in the territory. Either party may terminate the
ONS-5010 Agreement upon the uncured material breach of the ONS-5010 Agreement by the other party or upon a bankruptcy or insolvency
of the other party. Additionally, the Company is permitted to terminate the ONS-5010 Agreement in the event of certain specified
development or commercial failures of ONS-5010 and may terminate either the entire agreement or with respect to certain consultants
in the event that certain consultants are not able to perform their obligations under the agreement and a suitable replacement
consultant is not found. Additionally, in the event of a change of control of the Company or sale of its rights to ONS-5010, MTTR
will be entitled to additional consideration equal to its profit sharing percentage multiplied by the value of the applicable transaction
that relates to ONS-5010 (subject to certain adjustments).
Messrs. Dagnon and Evanson have also agreed to provide consulting
services to an affiliate of BioLexis Pte. Ltd., the Company’s controlling stockholder and strategic partner pursuant to a
separate arrangement.
Mr. Dagnon and Mr. Evanson do not have a family relationship
with any of our directors or other executive officers.
The Company will file a copy of the ONS-5010 Agreement with
its Annual Report on Form 10-K for the fiscal year ended September 30, 2018.