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): February 19, 2019
MeiraGTx Holdings plc
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38520 | Not applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
430 East 29th Street, 10th Floor
New York, NY 10016
(Address of principal executive offices) (Zip code)
(646) 490-2695
(Registrant’s telephone number, including area code)
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)) |
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. |
On February 19, 2019, the board of directors (the “Board”) of MeiraGTx Holdings plc (the “Company”), upon the recommendation of its nominating and corporate governance committee, expanded the size of the Board from nine directors to ten directors and appointed Martin Indyk to the Board as a Class I director, effective February 19, 2019, with a term that expires at the Company’s 2019 annual meeting of shareholders and until his successor is duly elected and qualified.
Dr. Indyk will be eligible to receive compensation for his service as a member of the Board pursuant to the terms of the Company’s Non-Employee Director Compensation Program previously filed with the SEC and as such terms have been described in the Company’s public disclosure. It is not currently known on which, if any, committee of the Board Dr. Indyk may serve.
We expect that Dr. Indyk with enter into the Company’s standard form of indemnification agreement for its directors and officers.
| Item 7.01. | Regulation FD Disclosure. |
On February 21, 2019, the Company issued a press release announcing the appointment of Martin Indyk to the Board, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including 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 otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of MeiraGTx Holdings plc, dated February 21, 2019 | |
2
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.
Date: February 22, 2019
| MEIRAGTX HOLDINGS PLC | ||
| By: | /s/ Richard Giroux | |
| Name: | Richard Giroux | |
| Title: | Chief Operating Officer | |
Exhibit 99.1
MeiraGTx Appoints Martin Indyk, Ph.D. to Board of Directors
LONDON and NEW YORK, February 21, 2019 (GLOBE NEWSWIRE) — MeiraGTx Holdings plc (NASDAQ:MGTX), a vertically integrated, clinical stage gene therapy company, today announced the appointment of Dr. Martin Indyk to its Board of Directors.
Martin Indyk is an American diplomat who has served in senior positions in the U.S. presidential administrations of Clinton, Bush ’43 and Obama. He was twice U.S. Ambassador to Israel, President Clinton’s Middle East advisor in the National Security Council, President Obama’s Special Envoy for Israeli-Palestinian Negotiations, and Assistant Secretary of State for Near East Affairs under Secretary of State Madeleine Albright. From 2001 to 2018, Dr. Indyk managed, built and raised funds for the Brookings Institution, a think tank with an annual budget of $100 million. At Brookings he served as Vice President and Director of the Foreign Policy Program and then as Executive Vice President from 2014-2018. Dr. Indyk currently serves as a distinguished fellow and director of executive education at the Council on Foreign Relations and on several boards, including the Lowy Institute for International Policy in Australia, the Institute for National Security Studies in Israel, the Aspen Institute’s Middle East Investment Initiative, and on the advisory boards of the Israel Democracy Institute and America Abroad Media. He is a member of the American Academy of Social Sciences. He received a Bachelor of Economics from the University of Sydney and a Ph.D. in International Relations from the Australian National University.
“Dr. Indyk is a proven leader whose decades of service bring a unique perspective to the board,” said Alexandria Forbes, Ph.D., president and chief executive officer of MeiraGTx. “His ability to craft strategic plans, navigate contentious issues, manage complex organizations, and build consensus will be invaluable as MeiraGTx continues to grow as a fully integrated gene therapy company with a global footprint.”
About MeiraGTx
MeiraGTx (NASDAQ:MGTX) is a vertically integrated, clinical stage gene therapy company with five programs in clinical development and a broad pipeline of preclinical and research programs. MeiraGTx has core capabilities in viral vector design and optimization and gene therapy manufacturing, as well as a potentially transformative gene regulation technology. Led by an experienced management team, MeiraGTx has taken a portfolio approach by licensing, acquiring and developing technologies that give depth across both product candidates and indications. MeiraGTx’s initial focus is on three distinct areas of unmet medical need: inherited retinal diseases, neurodegenerative diseases and severe forms of xerostomia and xerophthalmia. Though initially focusing on the eye, central nervous system and salivary gland, MeiraGTx intends to expand its focus in the future to develop additional gene therapy treatments for patients suffering from a range of serious diseases.
For more information, please visit www.meiragtx.com.
Contacts
Investors:
MeiraGTx
Elizabeth Broder
(646) 860-7983
Investors@meiragtx.com
or
Media:
W2O pure
Christiana Pascale
(212) 267-6722
cpascale@purecommunications.com