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: July 31, 2015
(Date of earliest event reported)
ENTEROMEDICS INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-33818
| Delaware | 48-1293684 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2800 Patton Road, St. Paul, Minnesota 55113
(Address of principal executive offices, including zip code)
(651) 634-3003
(Registrant’s telephone number, including area code)
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 31, 2015, the Board of Directors (the “Board”) of EnteroMedics Inc. (the “Company”) appointed Lori C. McDougal to serve as a director of the Company. The appointment was made to fill the vacancy created by the decision of Luke B. Evnin, Ph.D. to retire from the Board effective May 6, 2015. Ms. McDougal will serve as a Class II Director until the 2018 annual meeting or until her successor is elected and qualified.
Ms. McDougal, age 54, has served in an executive capacity in the healthcare industry for more than eighteen years. She served as an Executive Vice President at Optum, Inc., a part of UnitedHealth Group, Inc., from 2013 until 2014. Prior to her time at Optum, she served as Chief Executive Officer of UnitedHealth Group’s subsidiary UnitedHealth Military & Veterans Services, LLC from 2008 until 2013, and previously served as the Chief Operating Officer of UnitedHealth Military & Veterans Services from 2007 until 2008. Before joining UnitedHealth Military & Veterans Services, she served as a Vice President of UnitedHealthcare Medicare & Retirement starting in 2002. Additionally, she served as President of UnitedHealth International from 1998 until 2002 and Vice President of OptumInsight from 1996 to 1998.
In making the appointment, the Board determined that Ms. McDougal’s significant executive leadership experience and her experience working with private and government insurers, both domestic and foreign, make her well suited to serve as a member of the Board of Directors. The Board has determined that Ms. McDougal qualifies as “independent” pursuant to the rules of the NASDAQ Stock Market.
As consideration for Ms. McDougal’s agreeing to become a member of the Board, the Company granted Ms. McDougal an option to purchase 25,000 shares of the Company’s common stock. The option shall have an exercise price equal to the closing sale price of our common stock on the NASDAQ Stock Market on the date of Ms. McDougal’s acceptance of her appointment to the Board and vests such that twenty-five percent of the option vested immediately with the remainder vesting in 36 equal monthly installments following the date of grant. The option has a ten-year term subject to earlier termination in connection with a termination of directorship.
Ms. McDougal has no family relationship with any other officer or director of the Company. Neither Ms. McDougal nor any immediate family member of Ms. McDougal has a material interest in any transaction with the Company involving the payment or receipt of at least $120,000.
A copy of the press release issued by the Company on August 3, 2015 announcing the appointment of Ms. McDougal is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated August 3, 2015 | |
SIGNATURE
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.
| ENTEROMEDICS INC. | ||
| By: | /s/ Greg S. Lea | |
| Greg S. Lea | ||
| Chief Financial Officer and Chief Operating Officer | ||
Date: August 3, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 3, 2015 | |
Exhibit 99.1
| Media Contact: | Investor Contact: | |
| Eliza Schleifstein | Jody B. Dahlman | |
| Argot Partners | Director of Communications | |
| 973-361-1546 | EnteroMedics Inc. | |
| eliza@argotpartners.com | 651-634-3071 | |
| jdahlman@enteromedics.com |
EnteroMedics Announces Appointment of Lori C. McDougal to the Board of Directors
St. Paul, MN – August 3, 2015 - EnteroMedics Inc. (NASDAQ: ETRM), the developer of medical devices using neuroblocking therapy to treat obesity, metabolic diseases and other gastrointestinal disorders, today announced that Lori C. McDougal has been appointed to the Board of Directors, effective July 31, 2015. Ms. McDougal will serve as a Class II Director until the 2018 annual meeting or until her successor is elected and qualified.
Ms. McDougal has served in an executive capacity in the healthcare industry for more than eighteen years. She served as an Executive Vice President at Optum, Inc., the health services platform of UnitedHealth Group, Inc., from 2013 until 2014. Prior to her time at Optum, she served as Chief Executive Officer of UnitedHealth Group’s subsidiary UnitedHealthcare Military & Veterans from 2008 until 2013, and previously served as the Chief Operating Officer of UnitedHealthcare Military & Veterans from 2007 until 2008. Prior to that, she served as Vice President of UnitedHealthcare Medicare & Retirement starting in 2002. Additionally, she served as Vice President of UnitedHealth International from 1998 to 2002 and Vice President of OptumInsight from 1996 to 1998.
About EnteroMedics Inc.
EnteroMedics is a medical device company focused on the development and commercialization of its neuroscience based technology to treat obesity and metabolic diseases. vBloc® Neurometabolic Therapy, delivered by a pacemaker-like device called the Maestro® Rechargeable System, is designed to intermittently block the vagus nerves using high-frequency, low-energy, electrical impulses. EnteroMedics’ Maestro Rechargeable System has received U.S. Food and Drug Administration approval, CE Mark and is listed on the Australian Register of Therapeutic Goods.
Information about the Maestro® Rechargeable System and vBloc® Therapy
You should not have an implanted Maestro Rechargeable System if you have cirrhosis of the liver, high blood pressure in the veins of the liver, enlarged veins in your esophagus or a significant hiatal hernia of the stomach; if you need magnetic resonance imaging (MRI); if you have a permanently implanted, electrical medical device; or if you need a diathermy procedure using heat. The most common related adverse events that were experienced during clinical study of the Maestro System included pain, heartburn, nausea, difficulty swallowing, belching, wound redness or irritation, and constipation.
Talk with your doctor about the full risks and benefits of vBloc® Neurometabolic Therapy and the Maestro Rechargeable System. For additional prescribing information, please visit www.enteromedics.com
If you are interested in learning more about vBloc Neurometabolic Therapy, please visit www.vbloc.com or call 1-800-MY-VBLOC.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements about EnteroMedics Inc. Our actual results could differ materially from those discussed due to known and unknown risks, uncertainties and other factors including our limited history of operations; our losses since inception and for the foreseeable future; our lack of commercial sales experience with our Maestro® Rechargable System for the treatment of obesity in the United States or in any foreign market other than Australia and the European Community; our ability to comply with the Nasdaq continued listing requirements; our ability to commercialize our Maestro System; our dependence on third parties to initiate and perform our clinical trials; the need to obtain regulatory approval for any modifications to our Maestro System; physician adoption of our Maestro System and vBloc® Therapy; our ability to obtain third party coding, coverage or payment levels; ongoing regulatory compliance; our dependence on third party manufacturers and suppliers; the successful development of our sales and marketing capabilities; our ability to raise additional capital when needed; international commercialization and operation; our ability to attract and retain management and other personnel and to manage our growth effectively; potential product liability claims; potential healthcare fraud and abuse claims; healthcare legislative reform; and our ability to obtain and maintain intellectual property protection for our technology and products. These and additional risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission, particularly those factors identified as “risk factors” in the annual report on Form 10-K filed March 13, 2015. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.