UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: March 5, 2013
Commission File No. 000-54749
MORRIA BIOPHARMACEUTICALS PLC
53 Davies Street
London W1K 5JH
United Kingdom
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Morria Biopharmaceuticals Plc
On March 5, 2013, Morria Biopharmaceuticals Plc (the “Company”) issued a press release announcing that (i) it has appointed Gur Roshwalb, MD as its Chief Executive Officer and (ii) it has changed its trade name to Celsus Therapeutics.
Dr. Roshwalb joins Celsus Therapeutics from Venrock, a leading venture capital firm, where he most recently served as a Vice President investing in both private and public healthcare companies. At Venrock (April 2008-February 2012), Dr. Roshwalb was involved in the valuation, diligence and deal structuring of numerous pharmaceutical and biotechnology companies. Prior to Venrock, he was a senior equity analyst at Piper Jaffray (June 2004- March 2008) publishing research on specialty pharmaceutical companies. Dr. Roshwalb was in private practice in New York and Board Certified in Internal Medicine before joining the investment community. He received an MBA from the NYU Stern School of Business, and an MD from the Albert Einstein College of Medicine.
On March 4, 2013, the Company entered into an employment agreement with Dr. Roshwalb to be its Chief Executive Officer. The employment agreement, which is governed by New York law, is terminable by either party, upon three months’ prior written notice. In addition, the Company is entitled to terminate Dr. Roshwalb’s employment immediately, under certain circumstances, including, among other things, upon the occurrence of a material, recurring, continuing or fundamental breach of his obligations under the employment agreement, bankruptcy, inability to perform his duties under the employment agreement or criminal conviction under certain circumstances.
The annualized salary of Dr. Roshwalb shall be $350,000, plus reimbursement of out-of-pocket expenses incurred by him in the course of his duties. The board of directors will review Dr. Roshwalb’s salary annually, although it is not obligated to increase it. In addition, he is entitled to receive an option to purchase 560,000 Ordinary Shares under the Company’s stock option plan as soon as practicable following its June 2013 Annual General Meeting. The exercise price of such option will be equal to the greater of $2.00 per Ordinary Share or the fair market value (as such term in defined by the option plan) of an Ordinary Share on the effective date of the grant. On each anniversary of the effective grant date, 25% of the shares subject to the option shall vest, subject to Dr. Roshwalb’s continued employment on each such vesting date and full vesting upon a change of control. Upon the Company’s closing of a financing of issued securities of no less than $15,000,000, Dr. Roshwalb shall be granted an option to purchase 100,000 Ordinary Shares under the Company’s option plan, which shall have the same exercise price and same vesting provisions as set forth above. At the sole discretion of the Board of Directors or the Compensation Committee of the Board, following each calendar year of employment, Dr. Roshwalb shall be eligible to receive an additional cash bonus of up to thirty-three percent (33%) of his base salary, based on the attainment of certain clinical development, and/or business milestones to be established annually by the Board or the Compensation Committee.
Upon termination of Dr. Roshwalb’s employment without cause, in addition to any accrued but unpaid base salary and expense reimbursement, he shall be entitled to receive an amount equal to 12 months of base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments. Dr. Roshwalb shall also be entitled to COBRA continuation coverage paid in full by the Company for up to a maximum of twelve (12) months following the date of termination.
The employment agreement includes a non-competition covenant that, during the term of his employment by the Company, Dr. Roshwalb cannot be involved, directly or indirectly, in any competing activity or any activity that may pose competition to or harm the Company, and for a period of six months after the termination of the agreement with the Company, to be involved in or provide any consultation services to any business that competes, or that is likely to compete with the Company’s business. Dr. Roshwalb also cannot engage in any activity outside the scope of his employment without the Company’s prior approval. Dr. Roshwalb is also obligated to keep confidential the confidential information of the Company. In addition, the intellectual property and the technology that are developed during the provision of these services will be owned by the Company.
The corporate name change will be presented to the Company's shareholders at its Annual General Meeting of Shareholders to be held in June 2013, but has been approved by the Company's Board of Directors.
A copy of the press release is filed as Exhibit 99.1 to this Form 6-K and incorporated by reference herein.
Exhibits
|
Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated March 5, 2013 |
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, thereunto duly authorized.
| MORRIA BIOPHARMACEUTICALS PLC | ||
| By: | /s/ Dov Elefant | |
| Dov Elefant Chief Financial Officer Date: March 5, 2013 | ||
Morria Announces Corporate Trade Name Change to Celsus Therapeutics and The Appointment of Dr. Gur Roshwalb as Chief Executive Officer
New York, NY and London, UK – March 5, 2013 –Morria Biopharmaceuticals Plc (OTCQB: MRRBY), an emerging growth, development-stage biotech company, announced today that it has changed its trade name, and subject to shareholder approval its corporate name, to Celsus Therapeutics (the “Company”); and has appointed Gur Roshwalb, MD, as Chief Executive Officer. Celsus Therapeutics is focused on the development of a novel platform of first-in-class multi-functional anti-inflammatory drugs to improve the lives of people affected by serious and chronic allergic and inflammatory conditions. The Company’s development programs include its lead therapeutic candidates, MRX-6, for the treatment of atopic dermatitis (eczema), MRX-4, for the treatment of allergic rhinitis (hay fever), as well as potential treatments for ophthalmologic, pulmonary and gastrointestinal inflammatory conditions.
Dr. Roshwalb joins Celsus Therapeutics from Venrock, a leading venture capital firm, where he most recently served as a Vice President investing in both private and public healthcare companies. At Venrock, Dr. Roshwalb was intimately involved in the valuation and diligence of numerous pharmaceutical and biotechnology companies. Prior to Venrock, he was a senior equity analyst at Piper Jaffray publishing research on specialty pharmaceutical companies. Dr. Roshwalb was in private practice in New York and Board Certified in Internal Medicine before joining the investment community. He received an MBA from the NYU Stern School of Business, and an MD from the Albert Einstein College of Medicine.
“I am thrilled to have the opportunity to lead Celsus at this pivotal juncture,” commented Dr. Roshwalb. “Celsus Therapeutics has brought on a phenomenal new team to advance the development of its first-in-class multifunctional anti-inflammatory platform. These compounds have shown human proof-of-principle in demonstrating powerful anti-inflammatory effects without the metabolic and other side effects that have limited the clinical use of corticosteroids. The introduction of our new brand, under the name of Celsus Therapeutics, is part of a broader revitalization that represents an important and exciting new phase for our company. We are committed to building a leading biopharmaceutical company, dedicated to developing and commercializing our transformational therapies for patients impacted by serious and debilitating conditions.”
“We look forward to Dr. Roshwalb’s leadership as part of our new management team,” said Mark Cohen, Executive Chairman of Celsus Therapeutics. “His broad investment experience in both private and public healthcare companies, as well as his strategic vision and focus, will drive real value for our investors by rapidly advancing our pipeline to late stage clinical development and potential partnering opportunities. Furthermore, the recent appointment of Alan Harris MD, PhD as Chief Medical Officer creates a team with decades of pharmaceutical drug development and clinical experience in the fields of respiratory and allergic diseases, endocrinology, and gastroenterology from some of the world’s leading pharmaceutical companies and universities.”
The corporate name change will be presented to the Company’s shareholders at its Annual General Meeting of Shareholders to be held in June 2013, but has been approved by the Company’s Board of Directors.
ABOUT CELSUS THERAPEUTICS Plc
Celsus Therapeutics, Plc is an emerging growth biopharmaceutical company focused on the development of novel, first-in-class, non-steroidal, anti-inflammatory pharmaceuticals termed multi-functional anti-inflammatory drugs. This class of drugs targets the soluble phospholipase A2 (sPLA2) enzyme family, a sought-after anti-inflammatory drug target. Celsus Therapeutics is determined to become a pivotal player in the anti-inflammatory drug market by developing and commercializing novel drugs for allergy, respiratory, dermatology, ophthalmological, pulmonary, and gastro-intestinal inflammatory diseases. Celsus Therapeutics’ two lead drugs (MRX4 in allergic rhinitis and MRX6 in dermatitis) have each completed Phase IIa trials. For more information, please visit: www.celsustherapeutics.com
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” that involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” “hope,” “look forward” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under applicable laws, we do not intend to update or revise any forward-looking statements.
Company Contact
Celsus Therapeutics Plc
Gur Roshwalb, MD
Chief Executive Officer
gr@celsustx.com
Investor Relations
Michael Rice
LifeSci Advisors, LLC
mrice@lifesciadvisors.com
(646) 597-6979