Item 2.05 Costs Associated with Exit or Disposal Activities.
On June 6, 2022, Amarin Corporation plc ("Amarin" or the "Company") announced
that it was implementing a new cost reduction plan (the "CRP"), resulting in a
reduction of Amarin's U.S. commercial team by approximately 65% of current
levels, which represents a reduction of the total Amarin employee base by over
40% from current levels. Management, with the oversight and guidance of the
Amarin board of directors, determined to implement the CRP following a review of
Amarin's business in light of the continued uncertainties and challenges in the
U.S. business given generic competition levels for VASCEPA® (icosapent ethyl),
and in order to better position Amarin to invest in European launches, research
and development (including a fixed dose combination) and its global expansion
plans.
Amarin estimates that it will incur approximately $10.0 million in charges
related to the CRP, substantially all of which are cash expenditures
for one-time termination benefits and associated costs. Amarin expects to record
the charges in the second quarter of 2022 and to make substantially all of the
related payments by the end of 2022.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 1, 2022, Michael W. Kalb, Amarin's Senior Vice President and Chief
Financial Officer (and principal accounting officer) notified Amarin that he
would be resigning from the Company, and on June 6, 2022, Amarin announced the
appointment of Tom Reilly as Amarin's new Senior Vice President and Chief
Financial Officer (and principal accounting officer) (the "CFO") as successor to
Mr. Kalb, effective June 20, 2022 (or such earlier date as may be agreed with
the Company, the "CFO Appointment Date"). Mr. Kalb is leaving the Company to
pursue other interests after transitioning the role to Mr. Reilly.
Mr. Reilly, age 50, has more than 20 years of experience in building and leading
finance and administration teams at life sciences companies both in the United
States and globally. Most recently Mr. Reilly served as chief financial officer
for Cara Therapeutics, Inc. ("Cara"), where he was responsible for leading all
aspects of the Cara's financial operations and planning. Prior to Cara,
Mr. Reilly served as head of finance of the Allergan General Medicines business.
Prior to joining Allergan, Mr. Reilly spent 14 years with Novartis where he
served in roles of increasing responsibility, including finance head for
Novartis' Oncology Development unit, as chief financial officer for Novartis
Pharma Austria and financial controller for Novartis USA's Pharmaceutical
Division. He earned his bachelor's degree in finance from Manhattan College, an
M.B.A in accounting from Seton Hall University and is a certified public
accountant.
In connection with his appointment as Amarin's CFO, Mr. Reilly entered into an
offer letter with Amarin, which provides that Mr. Reilly's initial annual base
salary shall be $525,000, and his annual bonus potential shall initially be up
to 50% of his annual base salary (including on a non-prorated basis for 2022),
based upon the achievement of certain individual and Company objectives to be
set by Amarin (with any bonus payment to be entirely at the discretion of the
Amarin board of directors). Mr. Reilly is also entitled to a special, one-time
sign-on cash bonus of $100,000, payable on July 31, 2022.
In addition, subject to approval by the Amarin board of directors, Mr. Reilly
will be awarded:
• a stock option award exercisable for up to 100,000 ordinary shares of
Amarin, to vest, subject to Mr. Reilly's continued service to Amarin,
over four years, with 25% to vest on the first anniversary of the date
of the CFO Appointment Date and the balance to vest ratably over the
next 12 calendar quarters thereafter; such options to have an exercise
price equal to the closing price of Amarin's American Depository
Shares on the NASDAQ Capital Market on the date of grant;
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• an award of 100,000 time-based restricted stock units, to become
vested, subject to Mr. Reilly's continued service to Amarin, in three
equal annual installments, with the first installment vesting on the
first anniversary of the CFO Appointment Date (and becoming fully
vested on the third anniversary of the CFO Appointment Date); and
• an award of 100,000 performance-based restricted stock units to vest,
subject to Mr. Reilly's continued service to Amarin through the
applicable vesting date, upon the achievement of certain
performance-based milestones.
Mr. Reilly will be eligible for severance pay and benefits under terms and
conditions of the Company's Executive Severance and Change of Control Plan
described in the Company's proxy statement for its 2022 annual general meeting
of shareholders.
It is expected that Mr. Reilly will enter into a deed of indemnification with
Amarin in substantially the same form as Amarin's other executive officers, and
Mr. Reilly will be entitled to participate in the same employee benefits and
insurance programs generally made available to the Company's full-time U.S.
employees.
There are no other arrangements or understandings between Mr. Reilly and any
other person pursuant to which Mr. Reilly was appointed to the positions
described in this Current Report on Form 8-K, and Mr. Reilly is not a party to
any transaction that would require disclosure under
Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On June 6, 2022, Amarin issued two press releases, one outlining the CRP, a copy
of which is furnished herewith as Exhibit 99.1, and the other outlining the
resignation of Mr. Kalb and the appointment of Mr. Reilly as CFO, a copy of
which is furnished herewith as Exhibit 99.2.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached
hereto, 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 such information 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.
Forward-looking statement
This Current Report on Form 8-K contains forward-looking statements, which are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and other securities laws. Any statements contained herein
which do not describe historical facts, including, among others, statements
about Amarin's CFO transition and statement about the CRP, including anticipated
cost savings and uses thereof, estimates of charges related to the CRP and the
expected timing of such charges. These forward-looking statements are not
promises or guarantees and involve substantial risks and uncertainties. In
particular, the charges associated with the CRP may be higher than expected and
Amarin may not realize the expected benefits of such CRP, including expected
reduced operating expenses and the ability to fund its European launches and
global expansion. In addition, as a result of the reduction in force with the
CRP, which primarily affects Amarin's U.S. commercial team, Amarin's ability to
maintain and grow revenue from sales of Vascepa in the current indication may be
materially adversely affected.
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Among the factors that could cause actual results to differ materially from
those described or projected herein include uncertainties associated generally
with administrative decisions and the bases for such decisions. A further list
and description of these risks, uncertainties and other risks associated with an
investment in Amarin can be found in Amarin's filings with the U.S. Securities
and Exchange Commission, including its most recent Quarterly Report on
Form 10-Q. Existing and prospective investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release announcing the CRP, dated June 6, 2022 (furnished
herewith)
99.2 Press Release announcing the CFO transition, dated June 6, 2022
(furnished herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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