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 5, 2017

 

PACIRA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35060

 

51-0619477

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

5 Sylvan Way, Suite 300, Parsippany, New Jersey 07054

(Address of principal executive offices) (Zip Code)

 

(973) 254-3560

Registrant’s telephone number, including area code

 

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 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

 

Emerging growth company o

 

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. o

 

 

 



 

Item 5.02.                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Scott Braunstein as Chief Operating Officer

 

On December 5, 2017, Scott Braunstein, the current Senior Vice President, Strategy and Corporate Development of Pacira Pharmaceuticals, Inc. (the “Company”), was promoted to Chief Operating Officer, effective on December 11, 2017.

 

Scott Braunstein, MD has served as the Company’s Senior Vice President, Strategy and Corporate Development since July 2015.  Prior to joining the Company, Dr. Braunstein was a Healthcare Analyst and Portfolio Manager at J.P. Morgan Asset Management from 2002 to 2014, where he invested in and conducted diligence on a wide variety of pharmaceutical products and product candidates, pharmaceutical company strategies, business models and management teams, providing stock recommendations for the entire J.P. Morgan Asset Equity Group. He also served in a similar role at Everpoint Asset Management from 2014 to 2015. Dr. Braunstein has been an operating partner of Aisling Capital, a private equity firm focusing on healthcare companies, since 2015. Dr. Braunstein earned his medical degree from the Albert Einstein College of Medicine, completed his internal medical residency at Cornell University-New York Hospital and conducted additional research in immunology and wound healing from 1993 to 1994 at Rockefeller University.

 

In connection with Dr. Braunstein’s appointment to Chief Operating Officer, his annual base salary was increased to $500,000 and his target bonus was increased to 50% of such base salary effective for 2018. Dr. Braunstein will also be granted options to purchase 60,000 shares of the Company’s common stock at an exercise price equal to the closing price on the second full trading day in January 2018. The options vest as to 25% of the options on the first anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent three years.   Except for the changes noted above, the terms of Dr. Braunstein’s employment agreement with the Company remain in full force and effect.

 

On December 7, 2017, the Company issued a press release relating to the promotion of Dr. Braunstein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.                Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release dated December 7, 2017, announcing the promotion of Scott Braunstein.

 

2



 

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.

 

 

Pacira Pharmaceuticals, Inc.

 

 

Date: December 7, 2017

By:

/s/ Kristen Williams

 

 

Kristen Williams

Chief Administrative Officer, General Counsel and Secretary

 

3


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Pacira Announces Promotions of Scott Braunstein, MD, to Chief Operating Officer and Richard Scranton, MD, to Chief Scientific Officer

 

— Expanded roles reflect key accomplishments and demonstrated leadership —

 

PARSIPPANY, N.J., December 7, 2017Pacira Pharmaceuticals, Inc. (NASDAQ: PCRX) today announced that Scott Braunstein, MD, has been named Chief Operating Officer and Richard Scranton, MD, has been named Chief Scientific Officer. In this new role, Dr. Braunstein will oversee the company’s commercial and medical affairs functions while continuing to manage strategy and corporate development at Pacira.  As Chief Scientific Officer, Dr. Scranton will direct the company’s clinical research while continuing to lead scientific communications, market access, and health outcomes research and analytics for EXPAREL® (bupivacaine liposome injectable suspension), the company’s innovative, non-opioid option for managing postsurgical pain. Drs. Braunstein and Scranton will continue to report to Chief Executive Officer and Chairman, Dave Stack, who will maintain oversight of commercial and corporate strategy.

 

“Scott and Rich have made significant contributions to Pacira and we’re very pleased to announce these expanded roles for each of them,” said Dave Stack, chairman and chief executive officer of Pacira. “Scott is an outstanding and committed leader who has played a critical role in defining and executing our growth strategy for EXPAREL, including our broad commercial collaboration with Johnson & Johnson. Scott’s integral involvement in all aspects of this partnership makes him the ideal executive to lead our commercial initiatives. Rich has an exceptional track record of delivering results and I have every confidence he will ensure operational excellence across all aspects of our clinical research programs for EXPAREL.”

 

In addition to the clinical research programs, Dr. Scranton oversees the company’s health outcomes and value assessment programs, academic research collaborations, scientific communications, and market access strategies. He has a Master’s Degree in Public Health, Clinical Epidemiology/Clinical Effectiveness from the Harvard School of Public Health and earned his MD from the Quillen College of Medicine at East Tennessee State University. He completed his residency in the U.S. Navy and was honorably discharged as lieutenant commander, continuing as an Assistant Professor at Harvard Medical School.

 

Dr. Braunstein currently leads the company’s strategy and corporate development activities including spearheading the company’s flagship strategic collaboration with Johnson & Johnson for EXPAREL in the orthopedic surgical setting. He has over 20 years of experience both as a practicing physician and investor, as well as expertise from numerous commercial, consulting, and operational roles within biotechnology and pharmaceutical companies. Dr. Braunstein earned his medical degree from the Albert Einstein College of Medicine, completed his internal medical residency at Cornell University-New York Hospital and conducted additional research

 



 

in immunology and wound healing from 1993 to 1994 at Rockefeller University. He also provided academic instruction as Assistant Clinical Professor for Columbia University and the Albert Einstein College of Medicine.

 

About Pacira

 

Pacira Pharmaceuticals, Inc. (NASDAQ:PCRX) is a specialty pharmaceutical company dedicated to advancing and improving postsurgical outcomes for acute care practitioners and their patients. The company’s flagship product, EXPAREL® (bupivacaine liposome injectable suspension), is redefining pain management after surgery as an opioid-free alternative indicated for single-dose infiltration into the surgical site to produce postsurgical analgesia. EXPAREL utilizes DepoFoam®, a unique and proprietary product delivery technology that encapsulates drugs without altering their molecular structure, and releases them over a desired period of time. To learn more about Pacira, including the corporate mission to reduce overreliance on opioids, visit www.pacira.com.

 

Important Safety Information

 

EXPAREL is contraindicated in obstetrical paracervical block anesthesia. In clinical trials, the most common adverse reactions (incidence >10%) following EXPAREL administration were nausea, constipation, and vomiting. EXPAREL is not recommended to be used in the following patient population: patients <18 years old and/or pregnant patients. Because amide-type local anesthetics, such as bupivacaine, are metabolized by the liver, EXPAREL should be used cautiously in patients with hepatic disease. Patients with severe hepatic disease, because of their inability to metabolize local anesthetics normally, are at a greater risk of developing toxic plasma concentrations. EXPAREL is not recommended for the following types or routes of administration: epidural, intrathecal, regional nerve blocks, or intravascular or intra-articular use. Non-bupivacaine-based local anesthetics, including lidocaine, may cause an immediate release of bupivacaine from EXPAREL if administered together locally. The administration of EXPAREL may follow the administration of lidocaine after a delay of 20 minutes or more. Formulations of bupivacaine other than EXPAREL should not be administered within 96 hours following administration of EXPAREL. Central Nervous System (CNS) Reactions: There have been reports of adverse neurologic reactions with the use of local anesthetics. These include persistent anesthesia and paresthesias. CNS reactions are characterized by excitation and/or depression. Cardiovascular System Reactions: Toxic blood concentrations depress cardiac conductivity and excitability which may lead to dysrhythmias sometimes leading to death. Allergic Reactions: Allergic-type reactions (eg, anaphylaxis and angioedema) are rare and may occur as a result of hypersensitivity to the local anesthetic or to other formulation ingredients. Chondrolysis: There have been reports of chondrolysis (mostly in the shoulder joint) following intra-articular infusion of local anesthetics, which is an unapproved use.

 

Forward Looking Statements

 

Any statements in this press release about the company’s future expectations, plans, outlook and prospects, and other statements containing the words “believes,” “anticipates,” “plans,” “estimates,” “expects,” “intends,” “may” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to: the success of the company’s sales and

 



 

manufacturing efforts in support of the commercialization of EXPAREL; the rate and degree of market acceptance of EXPAREL and the company’s other products; the size and growth of the potential markets for EXPAREL and the company’s ability to serve those markets; the company’s plans to expand the use of EXPAREL to additional indications and opportunities, and the timing and success of any related clinical trials; the related timing and success of United States Food and Drug Administration supplemental New Drug Applications; the outcome of the U.S. Department of Justice inquiry; the company’s plans to evaluate, develop and pursue additional DepoFoam-based product candidates; clinical trials in support of an existing or potential DepoFoam-based product; the company’s commercialization and marketing capabilities; the company’s and Patheon UK Limited’s ability to successfully and timely construct dedicated EXPAREL manufacturing suites; and other factors discussed in the “Risk Factors” of the company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in other filings that the company periodically makes with the SEC. In addition, the forward-looking statements included in this press release represent the company’s views as of the date of this press release. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements, and as such the company anticipates that subsequent events and developments will cause its views to change. However, while the company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the company’s views as of any date subsequent to the date of this press release.

 

Company Contact:

Pacira Pharmaceuticals, Inc.

Susan Mesco

(973) 451-4030

susan.mesco@pacira.com

 

Media Contact:

Coyne Public Relations

Alyssa Schneider

(973) 588-2270

aschneider@coynepr.com