UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 27, 2018

 

ContraVir Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36856

 

46-2783806

(State or other jurisdiction

 

(Commission

 

IRS Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

399 Thornall Street, First Floor

Edison, NJ    08837

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (732) 902-4000

 

 

(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:

 

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

 

 

 



 

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

 

On September 27, 2018, the Board of Directors of ContraVir Pharmaceuticals, Inc. (the “Company”)  approved the appointment of  Robert Foster, Pharm.D., Ph.D. as the Company’s  acting Chief Executive Officer, effectively immediately.  Dr. Foster succeeds James Sapirstein as the Company’s Chief Executive Officer.  On October 2, 2018, Mr. Sapirstein resigned as a director of the Company, effective immediately.   In addition, on September 27, 2018, Theresa Matkovits, the Company’s Executive Vice President- Drug Development resigned from the Company, effective October 12, 2018.  The Company intends to enter into a separation and release agreement with each of Mr. Sapirstein and Ms. Matkovits.

 

Since 2016, Dr. Foster has served as the Company’s Chief Scientific Officer, overseeing all aspects of its drug development programs.  Dr. Foster joined the Company in connection with its acquisition of Ciclofilin Pharmaceuticals Inc., where he was Founder, CEO, and Chairman.  Prior to Ciclofilin, Dr. Foster was the Chairman and CEO of Isotechnika Pharma Inc. for 21 years. Following Isotechnika’s acquisition of Aurinia Pharmaceuticals Inc.  in 2013, he transitioned from Founding CEO and Board member of the combined company to Chief Scientific Officer.

 

After graduating with a Ph.D. in Pharmaceutical Sciences, Dr. Foster served as a tenured, Associate Professor in the Faculty of Pharmacy and Pharmaceutical Sciences at the University of Alberta from 1988 to 1997.  From 1998 to 2001, Dr. Foster served as an Adjunct Full Professor at the same university.  From 1990 to 1994, Dr. Foster was Medical Staff, Scientific and Research Associate in the Department of Laboratory Medicine at the Walter C. MacKenzie Health Sciences Centre. He has published over 170 papers, abstracts and book chapters focused on drug analysis, development, and pharmacokinetics, and received numerous awards for both pharmaceutical research and teaching. Dr. Foster is named as an inventor on approximately 240 patents.  Dr. Foster currently serves as an Adjunct Full Professor with the Faculty of Pharmacy & Pharmaceutical Sciences at the University of Alberta. Recently, he was honored to be named the Faculty’s Outstanding Alumnus, 2018.

 

Item 7.01. Regulation FD Disclosure

 

Attached hereto as Exhibit 99.1 is a press release issued by the Company on October 3, 2018.

 

The information furnished in Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

 

1



 

Item 9.01              Financial Statements and Exhibits

 

(d) Exhibits

 

99.1

 

ContraVir Pharmaceuticals, Inc. Press Release dated October 3, 2018

 

SIGNATURE

 

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.

 

Dated: October 3, 2018

 

 

CONTRAVIR PHARMACEUTICALS, INC.

 

 

 

 

By:

/s/ Robert Foster

 

 

Robert Foster

 

 

Acting Chief Executive Officer

 

2


Exhibit 99.1

 

Robert Foster Appointed Acting Chief Executive Officer of ContraVir Pharmaceuticals, Inc.

 

EDISON, N.J., October 3, 2018 - ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV), a biopharmaceutical company focused on the development and commercialization of therapeutic drugs for the treatment of hepatitis B virus (HBV), announced today the appointment of  Robert Foster, Pharm.D., Ph.D. as its acting Chief Executive Officer, effectively immediately.  Dr. Foster succeeds James Sapirstein as the company’s Chief Executive Officer.

 

“On behalf of everyone at ContraVir, I would like to thank James for his many contributions to the company,” said Gary Jacob, Chairman of ContraVir’s Board of Directors. “I am also very much looking forward to working with Robert in his new role as he leads the next stage of ContraVir’s clinical and corporate development.  In the time I have been working with him at ContraVir, Robert has earned my deep personal admiration and great professional respect.  I am confident that his unique combination of scientific talent and executive management expertise, along with his diverse background working with several emerging life science companies, will prove to be a tremendous asset to our Board and to our shareholders.”

 

Dr. Foster has an accomplished history of leadership success in the global biotech industry, playing a critical role in drug discovery, developing corporate strategy and driving strategic partnerships and licensing transactions. Since 2016, Dr. Foster has served as ContraVir’s Chief Scientific Officer, overseeing all aspects of its drug development programs.  Dr. Foster joined ContraVir in connection with its acquisition of Ciclofilin Pharmaceuticals Inc., where he was Founder, CEO, and Chairman.  Prior to Ciclofilin, Dr. Foster was the Chairman and CEO of Isotechnika Pharma Inc. for 21 years.   While at Isotechnika, Dr. Foster and his team discovered the immunosuppressive drug, voclosporin, for which he helped secure what was Canada’s largest drug licensing deal to-date (US$215 million) with Hoffman-La Roche. Following Isotechnika’s acquisition of Aurinia Pharmaceuticals Inc.  in 2013, he transitioned from Founding CEO and Board member of the combined company to Chief Scientific Officer.

 

After graduating with a Ph.D. in Pharmaceutical Sciences, Dr. Foster served as a tenured, Associate Professor in the Faculty of Pharmacy and Pharmaceutical Sciences at the University of Alberta from 1988 to 1997.  From 1998 to 2001, Dr. Foster served as an Adjunct Full Professor at the same university.  From 1990 to 1994, Dr. Foster was Medical Staff, Scientific and Research Associate in the Department of Laboratory Medicine at the Walter C. MacKenzie Health Sciences Centre. He has published over 170 papers, abstracts and book chapters focused on drug analysis, development, and pharmacokinetics, and received numerous awards for both pharmaceutical research and teaching. Dr. Foster is named as an inventor on approximately 240 patents.  Dr. Foster currently serves as an Adjunct Full Professor with the Faculty of Pharmacy & Pharmaceutical Sciences at the University of Alberta. Recently, he was honored to be named the Faculty’s Outstanding Alumnus, 2018.

 

“There is no question in my mind that ContraVir has great science, assets and people,” said Dr. Foster. “However, it’s also clear there is a gap between that and how the investment community sees and values the company’s potential.  In the coming days and weeks, my first priority will be to conduct a full

 



 

review of our development pipeline and corporate strategy.  I am incredibly energized by this opportunity, and look forward to updating our stakeholders as we progress.”

 

About ContraVir Pharmaceuticals

 

ContraVir is a biopharmaceutical company focused on the development and commercialization of targeted antiviral therapies with a specific focus on developing a potentially curative oral therapy for hepatitis B virus (HBV). The company is developing two novel anti-HBV compounds with complementary mechanisms of action. TXL™, a direct acting antiviral (DAA) nucleotide analog lipid prodrug of tenofovir (TFV), is designed to deliver higher hepatic intracellular concentrations of the active tenofovir species (tenofovir diphosphate) while reducing concentrations of tenofovir outside the liver, causing fewer off-target toxicities and side-effects. CRV431, the other anti-HBV compound, is a host-targeting antiviral (HTA) next-generation cyclophilin inhibitor with a novel chemical structure that optimizes the selective index against HBV. In vitro and in vivo studies have thus far demonstrated that CRV431 reduces HBV DNA and other viral proteins, including surface antigen (HBsAg), while offering additional benefits such as reducing liver fibrosis and hepatocellular carcinoma tumor burden. For more information, please visit www.contravir.com.

 

Forward Looking Statements

 

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimated,” and “intend,” among others. These forward-looking statements are based on ContraVir’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of patent protection and litigation; uncertainties with respect to lengthy and expensive clinical trials, that results of earlier studies and trials may not be predictive of future trial results; uncertainties of government or third party payer reimbursement; limited sales and marketing efforts and dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any drug candidates under development, there are significant risks in the development, regulatory approval, and commercialization of new products. There are no guarantees that future clinical trials discussed in this press release will be completed or successful, or that any product will receive regulatory approval for any indication or prove to be commercially successful. ContraVir does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in ContraVir’s Form 10-KT for the year ended December 30, 2017 and other periodic reports filed with the Securities and Exchange Commission.

 

For further information, please contact:

 

Investor Relations
 +1 (732) 902-4028