Pacira BioSciences Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$PCRX
Biotechnology: Pharmaceutical Preparations
Health Care
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): January 16, 2025
(Exact name of registrant as specified in its charter)
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(813 ) 553-6680
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Emerging growth company ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Brendan Teehan as Chief Commercial Officer
On January 16, 2025, Brendan Teehan was appointed Chief Commercial Officer of Pacira BioSciences, Inc. (the “Company”), effective January 21, 2025.
Change in Position - Daryl Gaugler
On January 16, 2025, Daryl Gaugler was named Executive Vice President, Commercial Operations, instead of his former title as Chief Operating Officer. In connection with Mr. Teehan’s appointment as Chief Commercial Officer, Mr. Teehan has assumed responsibility for the Company’s sales force and marketing, among other commercial functions, which Mr. Gaugler previously oversaw in his role as Chief Operating Officer.As Executive Vice President, Commercial Operations, Mr. Gaugler will maintain leadership for (i) commercial operations; (ii) market access; (iii) commercial insights and analytics and (iv) professional training and education, which supports the Company’s commercial organization and strategic partnerships. There are no changes to Mr. Gaugler’s executive employment agreement and his compensation and benefits will remain the same.
Adoption of Pacira BioSciences, Inc. Amended and Restated 2014 Inducement Plan
The Company’s board of directors (the “Board”) previously approved and adopted the Company’s Amended and Restated 2014 Inducement Plan (the “2014 Inducement Plan”), pursuant to which awards could be made to new employees under the 2014 Inducement Plan for up to 1,525,000 shares of the Company’s common stock as a material inducement to such persons entering into employment with the Company, and, as of January 16, 2025, 75,907 shares remained available to be granted pursuant to the 2014 Inducement Plan.
On January 16, 2025, the Board, upon recommendation of the Compensation Committee, adopted the Pacira BioSciences, Inc. Amended and Restated 2014 Inducement Plan (as amended and restated, the “Inducement Plan”) such that, among other things, an additional 785,000 shares of the Company’s common stock, and 2,310,000 shares of the Company’s common stock in total, were reserved for issuance under the Inducement Plan, and the term of the Inducement Plan was extended such that it will now expire on January 16, 2035.
The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board or the board of directors or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.
The foregoing is a summary of the material terms of the Inducement Plan. The summary does not purport to be complete and is qualified in its entirety by reference to the Inducement Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On January 21, 2025, the Company issued a press release announcing the leadership changes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished 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 it 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 a filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACIRA BIOSCIENCES, INC. (REGISTRANT) | |||||||||||
| Dated: | January 21, 2025 | By: | /s/ KRISTEN WILLIAMS | ||||||||
| Kristen Williams | |||||||||||
| Chief Administrative Officer and Secretary | |||||||||||