8-K
SPECTRUM PHARMACEUTICALS INC false 0000831547 0000831547 2020-04-22 2020-04-22

 

 

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): April 22, 2020

 

SPECTRUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35006

 

93-0979187

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

11500 S. Eastern Ave., Ste. 240, Henderson, NV

 

89052

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (702) 835-6300

Not Applicable

(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:

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

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

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value

 

SPPI

 

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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  

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.  

 

 


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

Mr. Raymond Cohen, a director of Spectrum Pharmaceuticals, Inc. (the “Company”), retired from the Company’s Board of Directors (the “Board”), effective as of April 22, 2020.

Effective as of April 22, 2020, the Board appointed Mr. Seth H.Z. Fischer to fill the directorship vacated by Mr. Cohen and to serve on the Board until the Company’s next annual meeting of stockholders or until his respective successor is elected and qualified. Mr. Fischer was appointed to serve on the Audit Committee and the Compensation Committee of the Board effective April 22, 2020.

There are no arrangements or understandings between Mr. Fischer and any other persons pursuant to which he was elected to serve on the Board. There are no transactions in which Mr. Fischer has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Fischer to the Board, he also is expected to enter into the Company’s standard form of indemnification agreement providing for indemnification and advancement of expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Mr. Fischer shall receive fees, compensation and equity awards in accordance with the terms of the Company’s compensation policy for directors, which was disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 22, 2020, the terms of which are incorporated by reference herein.

The Company issued a press release regarding the appointment of Mr. Fischer as a Director which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
    No.    

   

Description

         
 

99.1

   

Press release dated April 23, 2020


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.

 

 

SPECTRUM PHARMACEUTICALS, INC.

             

Date: April 23, 2020

 

 

By:

 

/s/ Kurt A. Gustafson

 

 

 

Kurt A. Gustafson

Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Spectrum Pharmaceuticals Appoints Seth H.Z. Fischer to Board of Directors

HENDERSON, Nev. – April 23, 2020 - Spectrum Pharmaceuticals (NasdaqGS: SPPI), a biopharmaceutical company focused on novel and targeted oncology therapies, today announced the appointment of Seth H.Z. Fischer to its Board of Directors. Mr. Fischer fills a vacancy left by Mr. Raymond Cohen, who retired from the Board effective April 22, 2020. Mr. Fischer will serve on the Board until the company’s next annual meeting of stockholders or until his respective successor is elected and qualified.

“Mr. Fischer brings to the Board over 37 years of experience in the pharmaceutical industry, including 29 years in various leadership roles at Johnson & Johnson,” said Joe Turgeon, President and CEO, Spectrum Pharmaceuticals. “We believe Mr. Fischer’s experience in pharmaceutical operations and commercialization in a wide range of therapeutics qualifies him to serve on our Board. We would like to thank Mr. Cohen who has served with integrity on the Spectrum Board for many years. His contributions and guidance have been outstanding and we wish him well in all of his future endeavors.”

Mr. Fischer currently serves as a member of the Board of Directors of Marinus Pharmaceuticals, Inc. (MRNS), Agile Therapeutics, Inc. (AGRX), and is also an advisor to MedHab, LLC. Previously, Mr. Fischer served as the Chief Executive Officer and as a Director of Vivus, Inc., a publicly traded biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, diabetes, sleep apnea and sexual health from September 2013 to December 2017.

Prior to Vivus, Mr. Fischer served in various positions of increasing responsibility at Johnson & Johnson, most recently as company Group Chairman, Johnson & Johnson, and Worldwide Franchise Chairman of Cordis Corporation. Prior to that, he served as company Group Chairman, North America Pharmaceuticals, which included responsibilities for Ortho-McNeil Pharmaceuticals, Janssen and Scios. Prior to that, Mr. Fischer served as President of Ortho-McNeil Pharmaceuticals. Mr. Fischer’s operating responsibilities encompassed the commercialization of products in multiple therapeutic categories including neurologic products for epilepsy and migraines and products in the analgesic, anti-infective, cardiovascular, psychiatric and women’s health areas. From May 2013 to May 2019, Mr. Fischer also served on the Board of Directors of BioSig Technologies, Inc.

 

11500 S. Eastern Ave., Ste. 240  •  Henderson, Nevada 89052  •  Tel: 702-835-6300  •  Fax: 702-260-7405  •  www.sppirx.com

•  NASDAQ: SPPI


LOGO

About Spectrum Pharmaceuticals, Inc.

Spectrum Pharmaceuticals is a biopharmaceutical company focused on acquiring, developing, and commercializing novel and targeted oncology therapies. Spectrum has a strong track record of successfully executing across the biopharmaceutical business model, from in-licensing and acquiring differentiated drugs, clinically developing novel assets, successfully gaining regulatory approvals and commercializing in a competitive healthcare marketplace. Spectrum has a late-stage pipeline with novel assets that serve areas of unmet need. This pipeline has the potential to transform the company in the near future. For additional information on Spectrum Pharmaceuticals please visit www.sppirx.com.

Forward-looking statement — This press release may contain forward-looking statements regarding future events and the future performance of Spectrum Pharmaceuticals that involve risks and uncertainties that could cause actual results to differ materially. These statements are based on management’s current beliefs and expectations. These statements include, but are not limited to, statements that relate to Spectrum’s business and its future, and any other statements that relate to the intent, belief, plans or expectations of Spectrum or its management, or that are not a statement of historical fact. Risks that could cause actual results to differ include the possibility that Spectrum’s existing and new drug candidates may not prove safe or effective, the possibility that our existing and new applications to the FDA and other regulatory agencies may not receive approval in a timely manner or at all, the possibility that our existing and new drug candidates, if approved, may not be more effective, safer or more cost efficient than competing drugs, the possibility that our efforts to acquire or in-license and develop additional drug candidates may fail, our dependence on third parties for clinical trials, manufacturing, distribution and quality control and other risks that are described in further detail in the company’s reports filed with the Securities and Exchange Commission. The company does not plan to update any such forward-looking statements and expressly disclaims any duty to update the information contained in this press release except as required by law.

SPECTRUM PHARMACEUTICALS, INC.® is a registered trademark of Spectrum Pharmaceuticals, Inc and its affiliate. REDEFINING CANCER CARE and the Spectrum Pharmaceuticals logos are trademarks owned by Spectrum Pharmaceuticals, Inc. Any other trademarks are the property of their respective owners.

 

11500 S. Eastern Ave., Ste. 240  •  Henderson, Nevada 89052  •  Tel: 702-835-6300  •  Fax: 702-260-7405  •  www.sppirx.com

•  NASDAQ: SPPI


LOGO

© 2020 Spectrum Pharmaceuticals, Inc. All Rights Reserved

Contacts:

Robert Uhl

Managing Director, Westwicke ICR

858.356.5932

robert.uhl@westwicke.com

Kurt Gustafson

Chief Financial Officer

949.788.6700

InvestorRelations@sppirx.com

 

11500 S. Eastern Ave., Ste. 240  •  Henderson, Nevada 89052  •  Tel: 702-835-6300  •  Fax: 702-260-7405  •  www.sppirx.com

•  NASDAQ: SPPI