8-K
00-0000000 266800 false 0001351288 0001351288 2020-09-10 2020-09-10

 

 

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): September 10, 2020

 

 

GW PHARMACEUTICALS PLC

(Exact name of registrant as specified in its charter)

 

 

 

England and Wales   001-35892   Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Sovereign House, Vision Park Chivers Way, Histon Cambridge, CB24 9BZ United Kingdom

(Address of principal executive offices, including zip code)

+44 1223 266 800

(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:

 

 

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

 

Name of each exchange

on which registered

American Depositary Shares, each representing 12 Ordinary Shares, par value £0.001 per share   GWPH   The Nasdaq Global 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

Election of Directors; Appointment of Certain Officers.

On September 10, 2020, GW Pharmaceuticals plc (the “Company”) announced that David Gryska has been appointed by its Board of Directors (the “Board”) to join the Board. In connection with his appointment to the Board, Mr. Gryska was also appointed to the Audit Committee of the Board.

Mr. Gryska has years of experience as Chief Financial Officer at Incyte Corporation, Celgene Corporation, Scios, Inc., and Cardiac Pathways Corporation and is currently on the boards of Seattle Genetics, Inc., PDL BioPharma, Inc., and Aerie Pharmaceuticals, Inc.

There are no arrangements or understandings between Mr. Gryska and any other persons pursuant to which he was selected to serve as a director the Company. In addition, there are no transactions between the Company and Mr. Gryska or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Mr. Gryska meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended and the applicable Nasdaq rules. Mr. Gryska’s compensation for his services as a director will be consistent with that of the other non-employee directors of the Company, as described in the Company’s definitive proxy statement with respect to its 2020 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 7, 2020.

On September 10, 2020, the Company issued a press release announcing Mr. Gryska’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Number

  

Description

99.1    Press release dated September 10, 2020.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    GW PHARMACEUTICALS PLC
Date: September 10, 2020     By:  

/s/ Douglas B. Snyder

    Name:   Douglas B. Snyder
    Title:   Chief Legal Officer
EX-99.1

Exhibit 99.1

 

LOGO

GW Pharmaceuticals Announces the Appointment of David Gryska to its Board of Directors

London, UK, 10 Sept 2020: GW Pharmaceuticals plc (Nasdaq: GWPH), the world leader in the science, development, and commercialization of cannabinoid prescription medicines today announced the appointment of David Gryska to the Board of Directors. Mr. Gryska will also serve as a member of the Audit Committee. Mr. Gryska brings valuable global pharmaceutical and biotechnology industry experience and executive-level financial leadership to GW’s Board.

“I am very pleased to welcome David to our Board of Directors,” stated Dr. Geoffrey Guy, GW’s Founder and Chairman of the Board. LOGO “As a highly regarded leader in the biopharmaceutical industry, we look forward to benefiting from David’s wealth of experience as we continue to grow commercially and advance our pipeline with the goal of bringing breakthrough medicines to patients with significant unmet needs.”

“I am excited to be joining GW’s Board at a time of commercial growth and product pipeline expansion,” said Mr. Gryska. “GW has clearly established itself as the global leader in cannabinoid science, and I am excited at its prospects. I very much look forward to contributing to its future success.”

Mr. Gryska has years of experience as Chief Financial Officer at Incyte Corporation, Celgene Corporation, Scios, Inc., and Cardiac Pathways Corporation and is currently on the boards of Seattle Genetics, Inc., PDL BioPharma, Inc., and Aerie Pharmaceuticals, Inc. He brings to the Board valuable and relevant experience as a senior financial executive at life sciences and biotechnology companies engaged in financings, global expansion and other strategic transactions. He also has extensive knowledge of accounting principles and financial reporting rules and regulations, tax compliance and oversight of the financial reporting processes of several large, publicly traded corporations.

About GW Pharmaceuticals plc and Greenwich Biosciences, Inc.

Founded in 1998, GW is a biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from its proprietary cannabinoid product platform in a broad range of disease areas. The Company’s lead product, EPIDIOLEX® (cannabidiol) oral solution is commercialized in the U.S. by its U.S. subsidiary Greenwich Biosciences for the treatment of seizures associated with Lennox-Gastaut syndrome (LGS), Dravet syndrome or tuberous sclerosis complex (TSC) in patients one year of age and older. This product has received approval in the European Union under the tradename EPIDYOLEX® for the adjunctive treatment of seizures associated with Lennox-Gastaut syndrome (LGS) or Dravet syndrome in conjunction with clobazam in patients two years and older and is under EMA review for the treatment of TSC. The Company is also carrying out a Phase 3 trial in Rett syndrome and has a deep pipeline of additional cannabinoid product candidates, including nabiximols, for which the Company is advancing multiple late-stage clinical programs in order to seek FDA approval in the treatment of spasticity associated with multiple sclerosis and spinal cord injury, as well as for the treatment of PTSD. The Company has additional cannabinoid product candidates in Phase 2 trials for autism and schizophrenia. For further information, please visit www.gwpharm.com.


Enquiries:

 

    GW Pharmaceuticals plc   
    Stephen Schultz, VP Investor Relations (U.S.)    917 280 2424 / 401 500 6570

    U.S. Media Enquiries:

 

    Sam Brown Inc. Healthcare Communications

  

    Christy Curran

    Mike Beyer

  

615 414 8668

312 961 2502

    UK, EU and ex-U.S. media enquiries   
    Ben Atwell, FTI Consulting    +44 (0)203 727 1000