Current Report Filing (8-k)
11 August 2022 - 1:06PM
Edgar (US Regulatory)
0001739426
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0001739426
2022-08-10
2022-08-10
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xbrli:shares
iso4217:USD
xbrli:shares
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): August 10, 2022
RVL Pharmaceuticals plc
(Exact name of registrant as specified in its charter)
| Ireland |
|
001-38709 |
|
Not Applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
400
Crossing Boulevard
Bridgewater, NJ |
|
08807 |
| (Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s 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:
¨ 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 |
| Ordinary
Shares |
|
RVLP |
|
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 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.
Item 2.02 Results of Operations and Financial Condition.
On August 11, 2022, RVL Pharmaceuticals plc
(the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of
the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained
in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
On August 10, 2022,
the board of directors (the “Board”) of the Company voted to increase the size of the Board from seven directors to
eight directors and appointed Alisa Lask to fill the resulting vacancy, effective August 10, 2022. Ms. Lask was also
appointed to serve on the Board’s Compensation Committee (the “Compensation Committee”) and Nominating and
Corporate Governance Committee (the “Nominating and Corporate Governance Committee”).
As part of her
non-employee director compensation, Ms. Lask is expected to receive, subject, in the case of the equity awards, to compliance
with the Irish Takeover Rules, (i) an annual cash retainer of $38,000 for service as a Board member, (ii) an annual cash
retainer of $6,000 for service as a member of the Compensation Committee, (iii) an annual cash retainer of $4,400 for service
as a member of the Nominating and Corporate Governance Committee and (iv) an annual equity award of restricted stock units
valued at $125,000 on the date of grant, which will vest upon the earlier of (x) the first anniversary of the grant date and
(y) the Company’s next annual general shareholder meeting. In addition, the Company will grant Ms. Lask an initial
equity award in connection with her appointment to the Board of restricted stock units valued at $140,625, one-third of which would
vest on each of the first three anniversaries of the date of grant.
In addition, the Company and
RVL Holdings US LLC, a subsidiary of the Company, will enter into indemnification agreements with Ms. Lask. The terms of Ms. Lask’s
indemnification agreements with the Company and RVL Holdings US LLC are described in the Company’s Registration Statement on Form S-1
(File No. 333-227357) (the “Registration Statement”) and forms of such agreements were filed as Exhibit 10.24 and
Exhibit 10.25, respectively, to the Registration Statement.
Ms. Lask’s appointment
to the Board was announced in the press release furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| |
RVL PHARMACEUTICALS PLC |
| |
|
|
| Dated: August 11, 2022 |
By: |
/s/ Brian Markison |
| |
|
Brian Markison
Chief Executive Officer |
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