SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 17, 2021
Endo International plc
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction
(Commission File Number)
First Floor, Minerva House, Simmonscourt Road
Ballsbridge, Dublin 4,
(Address of principal executive offices)
Registrant's telephone number, including area code 011-353-1-268-2000
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, nominal value $0.0001 per share||ENDP||The 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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 17, 2021, Endo International plc (“Endo” or the “Company”) appointed Jennifer M. Chao as a member of the Company’s Board of Directors (the “Board”) effective immediately. Ms. Chao has also been appointed to Endo’s Audit Committee and its Compliance Committee and becomes the eighth independent director on Endo’s expanded ten member Board. Ms. Chao will stand for election by Endo’s shareholders at the Company’s 2021 Annual General Meeting.
Ms. Chao will be compensated pursuant to the Company’s standard non-employee director compensation policy in effect from time to time. Pursuant to the Company’s current standard policy regarding non-employee director compensation, a director is generally entitled to receive the following compensation in June of each year for services from January 1st through December 31st: (1) an annual cash retainer of $175,000 for serving on the Board, (2) an annual cash retainer of $15,000 for serving on each committee and (3) an annual equity-based retainer valued at $175,000, which is generally settled in ordinary shares but may, in acknowledgment of the Company’s share utilization priorities and applicable plan limits, be partially or fully paid in cash in the discretion of the Board’s Compensation Committee.
There are no arrangements or understandings pursuant to which Ms. Chao was selected as a director of the Company. Ms. Chao does not have any relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.
Ms. Chao has over 25 years of experience in the biotech and life sciences industries. Prior to joining Endo, Ms. Chao served as Chairman of the Board of BioSpecifics Technologies Corp. (“BioSpecifics”) from October 2019 until its acquisition by Endo in December 2020, and also served as Chair of BioSpecifics’ Compensation Committee, financial expert and member of the Audit Committee, Strategy Committee, Intellectual Property Committee and Nominating and Corporate Governance Committee from 2015 to 2020. Ms. Chao is the founder of CoreStrategies Management, LLC, a strategic consulting firm providing transformational corporate and financial strategies to biotech/life science companies for maximizing core valuation. From 2004 to 2008, Ms. Chao was a Managing Director and Senior Lead Biotechnology Securities Analyst at Deutsche Bank, covering large- and small- to mid-cap biotechnology companies. Prior to this, Ms. Chao was a Managing Director and Senior Lead Biotechnology Analyst at RBC Capital Markets and a Senior Analyst in Biotechnology at Leerink Swann & Co. Her industry forte includes game-changing life science technologies, rare genetic diseases, vaccines, neurology, pulmonology, cardiology, oncology, immunology and HIV/HCV with a focus on new treatment paradigms, shifting treatment algorithms, new drug modalities and healthcare legislation. Ms. Chao has held Series 7, 63, 86 and 87 licenses. Ms. Chao was a research fellow at Massachusetts General Hospital/Harvard Medical School as a recipient of the BioMedical Research Career Award and received her B.A. in Politics and Greek Classics from New York University.
Item 8.01. Other Events
On February 17, 2021, the Company issued a press release announcing the appointment of Ms. Chao described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 to this Report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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.
|ENDO INTERNATIONAL PLC|
|By:||/s/ Matthew J. Maletta|
|Name:||Matthew J. Maletta|
|Title:||Executive Vice President,|
Chief Legal Officer and Company Secretary
Dated: February 17, 2021
Endo Appoints Jennifer M. Chao to Board of Directors
DUBLIN, February 17, 2021 -- Endo International plc (NASDAQ: ENDP) today announced that its Board of Directors has appointed Jennifer M. Chao to serve as a director, effective immediately. Ms. Chao has also been appointed to Endo’s Audit Committee and its Compliance Committee and becomes the eighth independent director on Endo’s expanded ten member Board. Ms. Chao will stand for election by Endo’s shareholders at the Company’s 2021 Annual General Meeting.
Ms. Chao has over 25 years of experience in the biotech and life sciences industries focused primarily on finance and corporate strategy. She is the founder of CoreStrategies Management, LLC, which provides corporate and financial consulting to biotech and life sciences companies. Most recently, Ms. Chao served as Chairman of the Board of BioSpecifics Technologies Corp. until its acquisition by Endo in December 2020.
“We are pleased to welcome Jennifer to the Endo Board,” said Paul Campanelli, Endo’s Chairman of the Board. “Jennifer’s deep experience in pharmaceuticals and biotechnology along with her strong financial acumen should be invaluable to Endo as we continue our mission to develop and deliver life enhancing products."
“Jennifer brings a wealth of industry experience and expertise that will be vitally important to Endo as we further advance our strategic priorities,” said Blaise Coleman, President and CEO of Endo.
Additionally, Ms. Chao has experience in investment research, most recently serving as Managing Director and Senior Lead Biotechnology Securities Analyst at Deutsche Bank where she covered large- and small- to mid-cap biotechnology companies. Prior to that, she was a Managing Director and Senior Lead Biotechnology Analyst at RBC Capital Markets and was a Senior Analyst in Biotechnology at Leerink Swann & Co.
Ms. Chao was a research fellow at Massachusetts General Hospital/Harvard Medical School as a recipient of the BioMedical Research Career Award and received her B.A. in Politics and Greek Classics from New York University.
Endo (NASDAQ: ENDP) is a specialty pharmaceutical company committed to helping everyone we serve live their best life through the delivery of quality, life-enhancing therapies. Our decades of proven success come from a global team of passionate employees collaborating to bring the best treatments forward. Together, we boldly transform insights into treatments benefiting those who need them, when they need them. Learn more at www.endo.com or connect with us on LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the relevant Canadian securities legislation, including, but not limited to, the statements by Mr. Campanelli and Mr. Coleman other statements regarding changes to the Board of Directors. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect Endo's current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, as more fully described in the documents filed by Endo with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval, including under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo's future results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. Endo assumes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.
SOURCE Endo International plc
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