Prothena Corporation plc
Prothena Corp plc (Form: 8-K, Received: 10/03/2016 09:24:30)


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 30, 2016
_______________________________________________________

PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in its Charter)
_______________________________________________________
 
 
 
 
 
Ireland
 
001-35676
 
98-1111119
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
Adelphi Plaza
 Upper George's Street
Dún Laoghaire
Co. Dublin, A96 T927, Ireland
(Address of principal executive offices including Zip Code)
Registrant’s telephone number, including area code: 011-353-1-236-2500
(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 ( see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.

On September 30, 2016, Dale B. Schenk, Ph.D., President and Chief Executive Officer of Prothena Corporation plc (the “Company”), died of pancreatic cancer.
On September 30, 2016, the Company’s Board of Directors appointed Gene G. Kinney, Ph.D., as the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors, succeeding Dr. Schenk in those roles, effective immediately. Dr. Kinney was formerly the Company’s Chief Operating Officer and Chief Scientific Officer.
Dr. Kinney, age 48, is an experienced biotechnology executive and has held positions across pharmaceutical, biotechnology and academic organizations. In positions of increasing scope, he has held responsibility for overseeing portfolio strategy, leading R&D teams and supporting commercial product launches. Dr. Kinney has served as the Company’s Chief Operating Officer since September 2016, while also serving as its Chief Scientific Officer. He served as Chief Scientific Officer and Head of Research and Development since the Company was founded in 2012. Prior to that, Dr. Kinney was Senior Vice President of Pharmacological Sciences (a position he held from 2011 to 2012), and Vice President, Pharmacology (a position he held from 2009 to 2011) for Elan Pharmaceuticals, Inc; while in those positions, he also served as Head of Nonclinical Research for Janssen Alzheimer Immunotherapy R&D. From 2001 to 2009, Dr. Kinney was Senior Director, Head of Central Pharmacology and acting lead for Bioanalytics & Pathology at the Merck Research Laboratories, where he contributed to the strategic direction and oversight of drug discovery activities and led a number of non-clinical discovery and clinical development programs targeted for the treatment of neurodegenerative and psychiatric conditions. Dr. Kinney also held positions at Bristol-Myers Squibb and was an Assistant Professor at the Emory University School of Medicine. He earned his B.A. from Bloomsburg University and his M.A. and Ph.D. from Florida Atlantic University.

At the time of the filing of this Current Report on Form 8-K, the Company’s Board of Directors and its Compensation Committee had not made any determination regarding changes in compensation or other employment arrangements in connection with Dr. Kinney’s promotion.
Item 7.01.
Regulation FD Disclosure
    

On September 30, 2016, the Company issued a press release announcing the death of Dr. Schenk, a copy of which is furnished as Exhibit 99.1 hereto pursuant to Item 7.01 of Form 8-K. On October 3, 2016, the Company issued a press release announcing the appointment of Dr. Kinney as the Company’s President and Chief Executive Officer and as a member of the Board of Directors, a copy of which is furnished as Exhibit 99.2 hereto pursuant to Item 7.01 of Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.






Item 9.01.
Financial Statements and Exhibits
(d)  Exhibits .
 
 
 
Exhibit No.
 
Description
99.1
 
Press Release dated September 30, 2016.
99.2
 
Press Release dated October 3, 2016.


SIGNATURES
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.

Date:
October 3, 2016
PROTHENA CORPORATION PLC
 
 
 
 
 
 
 
By:
 
/s/ Tran B. Nguyen
 
 
Name:
 
Tran B. Nguyen
 
 
Title:
 
Chief Financial Officer





EXHIBIT 99.1
PROTHENARGBFULLCOLOR.JPG


In Memoriam - Friend, Scientific Innovator and Leader Dr. Dale B. Schenk has Passed Away

DUBLIN, Ireland, Sept. 30, 2016 (GLOBE NEWSWIRE) -- Prothena Corporation plc (Nasdaq:PRTA), announced today that its Co-founder, President and Chief Executive Officer, Dr. Dale B. Schenk, passed away this morning, after confronting his pancreatic cancer with the same courage, determination and humor that pervaded all areas of his life.

"Dale was a dear friend and colleague, and the broader scientific community has lost an incredibly innovative and creative leader," stated Lars G. Ekman, MD, PhD, Chairman of the Prothena Board of Directors. "Dale will be remembered not only for his pioneering work in protein immunotherapy that laid the foundation for many of today's most promising therapeutic approaches, but also as a courageous scientist and business leader with a terrific sense of humor. His infinite energy and passion for applying scientific discoveries toward the development of new medicines for untreatable diseases leaves a lasting legacy to science and patients, and will continue to inspire us. On behalf of the Board of Directors, Prothena management team and employees, we deeply mourn his loss and extend our sympathies to his family."

The Board is meeting shortly regarding succession and an announcement will follow.

Dr. Schenk began his career as a researcher and pioneered the immunotherapeutic approach for the treatment of protein misfolding diseases, as exemplified by Alzheimer's disease; his groundbreaking approaches to understanding neurological diseases have brought about advances in the broader pharmaceutical industry.

Over the course of his career, Dr. Schenk inspired and mentored dozens of scientists, and his approach to research and development was characterized by creativity, collaboration, and determination. Under his leadership at Prothena, the Company has advanced a new class of protein immunotherapies that seek to fight devastating diseases including AL amyloidosis and Parkinson's disease. Prior to founding Prothena, Dr. Schenk was executive vice president and chief scientific officer of Elan. Notably, he was the lead researcher on Elan's experimental vaccine designed to fight Alzheimer's, with groundbreaking work that earned him the coveted Potamkin Prize from the American Academy of Neurology (AAN). When he won the award, it was the first time that the honor had been bestowed on an industry scientist.

About Prothena

Prothena Corporation plc is a global, late-stage clinical biotechnology company seeking to fundamentally change the course of progressive diseases with its clinical pipeline of novel therapeutic antibodies. Fueled by its deep scientific understanding built over decades of research in protein misfolding and cell adhesion - the root causes of many serious or currently untreatable





amyloid and inflammatory diseases - Prothena is establishing a fully integrated research, development and commercial focus and has advanced several drug candidates into clinical studies while pursuing discovery of additional novel therapies. Our pipeline of antibody-based product candidates targets a number of potential indications including AL amyloidosis (NEOD001), Parkinson's disease and other related synucleinopathies (PRX002), inflammatory diseases, including psoriasis and psoriatic arthritis (PRX003), and ATTR amyloidosis (PRX004). For more information, please visit the company's website at www.prothena.com .

Contacts:

Investors: Tran Nguyen, CFO 650-837-8535, IR@prothena.com

Media: Ellen Rose, Head of Communications 650-922-2405, ellen.rose@prothena.com




EXHIBIT 99.2
PROTHENARGBFULLCOLOR.JPG


Prothena Announces Appointment of Dr. Gene G. Kinney as President, Chief Executive Officer and Director

DUBLIN, Ireland, Oct. 3, 2016 -- Prothena Corporation plc (Nasdaq:PRTA), a late-stage clinical biotechnology company focused on the discovery, development and commercialization of novel protein immunotherapies, announced today that Gene Kinney, PhD has been appointed President and Chief Executive Officer of Prothena. Dr. Kinney has also been appointed to Prothena’s Board of Directors. The appointments come following the passing of Prothena’s Co-founder, President and CEO, Dr. Dale B. Schenk on September 30, 2016.
“Gene is a well-known and highly respected biotechnology executive who is uniquely qualified to lead Prothena,” stated Lars G. Ekman, MD, PhD, Chairman of the Prothena Board of Directors. “He has worked closely with Dale for many years and leads an extremely experienced and talented team. While we share their great sadness at the loss of our friend Dale, we are confident that the strategy established by the Board of Directors and management team under Dale’s leadership will be advanced, and that the team will continue to work closely with Prothena’s employees, scientific collaborators and investors to forward the mission of delivering meaningful therapeutics to treat devastating diseases.”
“All of us at Prothena are extremely saddened by the loss of our co-founder and friend Dale,” stated Dr. Kinney. “Our team of incredibly talented employees will work every day to honor Dale’s memory through a continued commitment to our core values of courage, creativity and selflessness; Dale embodied these values and they drive our passion for developing important new therapies for patients. Prothena was founded on Dale’s clear and compelling vision of advancing new medicines for dire and often untreatable diseases and we continue to be inspired by, and find purpose in, this vision. We will always be profoundly grateful for his friendship and leadership. Of course, during this time our thoughts are with Dale’s family and we will do everything we can to support them.”
Dr. Kinney worked with Dr. Schenk since 2009, first at Elan and then at Prothena when the Company spun out of Elan in 2012 as a preclinical stage company and has since established itself as an integrated research, development and commercial biotechnology company. As a founding member of Prothena’s leadership team, Dr. Kinney was Head of Research and Development and Chief Scientific Officer and led the team responsible for advancing a robust pipeline into late-stage clinical development as well as generating novel antibody targets in discovery. Dr. Kinney was recently named Chief Operating Officer of Prothena and had been leading the Company since Dr. Schenk began a medical leave of absence.
Prior to joining Prothena, in positions of increasing scope, Dr. Kinney has held responsibility for overseeing portfolio strategy, leading R&D teams, and supporting commercial product launches. Dr. Kinney was Senior Vice President of Pharmacological Sciences at Elan Pharmaceuticals, Inc. and held several senior R&D positions not only at Elan, but also Janssen Alzheimer Immunotherapy R&D, Merck Research Laboratories and Bristol-Myers Squibb, and was an Assistant Professor at the Emory University School of Medicine. Dr. Kinney earned his B.A. from Bloomsburg University and his M.A. and Ph.D. from Florida Atlantic University.
 





About Prothena
Prothena Corporation plc is a global, late-stage clinical biotechnology company seeking to fundamentally change the course of progressive diseases with its clinical pipeline of novel therapeutic antibodies. Fueled by its deep scientific understanding built over decades of research in protein misfolding and cell adhesion - the root causes of many serious or currently untreatable amyloid and inflammatory diseases - Prothena is establishing a fully integrated research, development and commercial focus and has advanced several drug candidates into clinical studies while pursuing discovery of additional novel therapies. Our pipeline of antibody-based product candidates targets a number of potential indications including AL amyloidosis (NEOD001), Parkinson's disease and other related synucleinopathies (PRX002), inflammatory diseases, including psoriasis and psoriatic arthritis (PRX003), and ATTR amyloidosis (PRX004). For more information, please visit the company's website at www.prothena.com.

Contacts :

Investors: Tran Nguyen, CFO
650-837-8535, IR@prothena.com

Media: Ellen Rose, Head of Communications
650-922-2405, ellen.rose@prothena.com