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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 May 8, 2017, Konstantinos Alataris resigned as President and Chief Executive Officer of the Company and the Company’s board of directors (the
“Board”) has accepted his resignation, effective May 8, 2017. John Walker, the Chairman of the Board, will serve as the Company’s Interim Chief Executive Officer. Dr. Alataris has also resigned as a
member of the Board and as an officer and member of the board of directors of ZP Opco, Inc., the Company’s wholly owned subsidiary.
Mr. Walker,
age 68, has served as a member of the Company’s Board since May 2016. While serving as Interim Chief Executive Officer, Mr. Walker will continue as Chairman of the Board. Mr. Walker is currently the Executive Chairman and interim
Chief Executive Officer of Vizuri Health Sciences, LLC and served as a Managing Director of Four Oaks Partners, a life sciences transaction advisory firm, which he
co-founded
in March 2012, until January 2015.
As part of his activities with Four Oaks Partners, Mr. Walker served as the Chairman and interim Chief Executive Officer of Neuraltus Pharmaceuticals, Inc., a privately held biopharmaceutical company, until October 2013. From February 2009
until July 2010, Mr. Walker was the Chief Executive Officer at iPierian, Inc., a company focused on the use of inducible stem cells for drug discovery. From 2006 until 2009, Mr. Walker served as the Chairman and Chief Executive Officer of
Novacea, Inc., a pharmaceutical company, which merged with Transcept Pharmaceuticals, Inc., a pharmaceutical company, in January 2009. Since 2001, Mr. Walker, acting as a consultant, was Chairman and Interim Chief Executive Officer at Kai
Pharmaceuticals, a pharmaceutical company, Guava Technologies, a biotechnology company, CentaurPharmaceuticals, Inc., a pharmaceutical company, and Bayhill Therapeutics, a biotechnology company. From 1993 until 2001, Mr. Walker was the Chairman
and Chief Executive Officer of Arris Pharmaceutical Corporation, a pharmaceutical company, and its successor, Axys Pharmaceuticals Inc. He currently serves on the board of directors of Lucille Packard Children’s Hospital
at Stanford University. He is a graduate of the Advanced Executive Program at The Kellogg School of Management at Northwestern University and holds a B.A. from the State University of New York at Buffalo.
Terms relating to Mr. Walker’s engagement as Interim Chief Executive Officer are being finalized by the Company’s Compensation Committee and
will be disclosed by the Company when available on an amendment to this Current Report on
Form 8-K.
The
Board has also appointed Georgia Erbez as the Company’s Chief Financial Officer, effective May 9, 2017. Ms. Erbez previously assumed the role of interim Chief Financial Officer on June 15, 2016 and has
served as the Company’s Chief Business Officer since September 8, 2016. Ms. Erbez’s employment will continue to be governed by the terms of her Employment Letter Agreement with the Company dated as of September 7, 2016,
which is described in more detail in (and attached as an exhibit to) the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2016.
Pursuant to the terms of a Separation Agreement between the Company and Dr. Alataris, dated as of May 8, 2017, Dr. Alataris is entitled to
receive, among other things: (i) continuation of his current base salary for a period of six (6) months
(totaling $232,875.00) and (ii) COBRA continuation coverage for a period of six (6) months (totaling $19,278.54). In addition, any vested options held by Dr. Alataris shall remain
exercisable for a period of three (3) months following his resignation. The description of the Separation Agreement contained herein is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as
Exhibit 10.1 to this Current Report on
Form 8-K.
As previously disclosed on a Current Report on Form
8-K
filed by the Company on May 5, 2017, on May 2, 2017, Winnie Tso, who had been on a medical leave of absence since May 13, 2016, resigned as Chief Financial Officer the Company, effective
immediately. Ms. Tso entered into a Separation Agreement with the Company effective as of May 8, 2017 pursuant to which she is entitled to receive, among other things, COBRA continuation coverage for the maximum period that such coverage
is available to her, so long as the Company sponsors a group health plan and Ms. Tso remains eligible for COBRA coverage. In addition, the vesting of Ms. Tso’s options to purchase shares of the Company’s common stock was
accelerated, such that all of her options were deemed fully vested and exercisable. The description of the Separation Agreement contained herein is qualified in its entirety by reference to the full text of the Separation Agreement, which is
attached as Exhibit 10.2 to this Current Report on
Form 8-K.
The disclosure in this Item 5.02 and
Exhibits 10.1 and 10.2 to this Current Report on
Form 8-K
are deemed filed.