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EX-99.1 - EX-99.1 - Osmotica Pharmaceuticals plc | a18-42126_1ex99d1.htm |
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): December 20, 2018
Osmotica Pharmaceuticals plc
(Exact name of registrant as specified in its charter)
Ireland |
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001-38709 |
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Not Applicable |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
incorporation) |
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Identification No.) |
400 Crossing Boulevard |
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Bridgewater, New Jersey |
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08807 |
(Address of principal executive offices) |
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(Zip Code) |
(Registrants telephone number, including area code): (908) 809-1300
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:
o Written communications 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 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 with Certain Officers.
On December 20, 2018, the board of directors (the Board) of Osmotica Pharmaceuticals plc (the Company) voted to increase the size of the Board from six directors to seven directors and appointed Gregory Cowan to fill the resulting vacancy, effective January 2, 2019. Mr. Cowan was also appointed to serve on the Boards Audit Committee (the Audit Committee). In connection with Mr. Cowans appointment to the Audit Committee, Juan Vergez resigned as a member of the Audit Committee.
As part of his non-employee director compensation, Mr. Cowan will receive (i) an annual cash retainer of $50,000 for service as a Board member, (ii) an annual cash retainer of $10,000 for service as a member of the Audit Committee, and (iii) an annual equity award of restricted stock units valued at $175,000 on the date of grant, which will vest upon the earlier of (x) the first anniversary of the grant date and (y) the Companys next annual general shareholder meeting. In addition, the Company will grant Mr. Cowan an initial equity award in connection with his appointment to the Board with a value of $262,500, one-third of which will vest on each of the first three anniversaries of the grant date.
In addition, the Company and Mr. Cowan will enter into the Companys standard indemnification agreement, the terms of which are described in the Companys Registration Statement on Form S-1 (File No. 333-227357) (the Registration Statement) and a form of such agreement was filed as Exhibit 10.24 to the Registration Statement.
A copy of the press release announcing Mr. Cowans appointment to the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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No. |
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Description |
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99.1 |
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Press Release of Osmotica Pharmaceuticals plc dated December 27, 2018 |
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.
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Osmotica Pharmaceuticals plc |
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Date: December 27, 2018 |
By: |
/s/ Brian Markison |
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Brian Markison |
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Chief Executive Officer |