false 0001401040 0001401040 2023-09-03 2023-09-03

 

 

 

 

 

 

Date of Report (Date of earliest event reported): September 3, 2023

 

 

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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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☒

 

 

 

 

On September 3, 2023, Kirsten Gruis, M.D. resigned from her position as Chief Medical Officer of DiaMedica Therapeutics Inc. (“DiaMedica” or the “Company”), effective as of August 31, 2023, although she agreed to stay on as an independent consultant with the Company for nine months to assist with the transition of her duties and responsibilities and to complete certain additional projects. To replace Dr. Gruis immediately on an interim basis while DiaMedica completes its search for a permanent Chief Medical Officer, DiaMedica has engaged as an independent consultant, Jordan Dubow, M.D., an experienced vascular neurologist, with extensive Chief Medical Officer experience, including overseeing stroke trials, to expedite site engagement and patient recruitment in DiaMedica’s Phase 2/3 ReMEDy2 clinical trial of DM199 in acute ischemic stroke patients.

 

Dr. Dubow is a stroke and movement disorders trained neurologist. He has served as a full time or consulting Chief Medical Officer for eight companies, both public and private. During his industry career, he has worked on 16 new drug applications (“NDAs”) through the Division of Neurology of the U.S. Food and Drug Administration and has worked with several stroke clinical trial programs. Dr. Dubow was previously the chief medical officer at Paragon Biosciences, Avadel Pharmaceuticals, and Marathon Pharmaceuticals. He also served as vice president of CNS Therapeutic Strategy at Esteve Pharmaceuticals, responsible for evaluating in-licensing candidates and providing regulatory and clinical support for its development pipeline. He has held leadership positions at Cynapsus Therapeutics and started his pharmaceutical career at AbbVie as a medical director in neuroscience clinical development. He has extensive development and regulatory experience in the United States, as well as Europe, Japan, Canada, and Australia.

 

In connection with her resignation, Dr. Gruis and DiaMedica USA Inc. entered into a consulting services agreement (the “Consulting Agreement”) effective as of September 1, 2023 pursuant to which Dr. Gruis will assist in implementing an orderly transition of her responsibilities, complete certain additional projects and provide such other services to be determined and reasonably requested from time to time by the Company in exchange for a monthly consulting retainer fee of $33,500, to be paid over the nine-month term. Dr. Gruis and DiaMedica USA Inc. also entered into a separation agreement (the “Separation Agreement”) on September 3, 2023 pursuant to which Dr. Gruis agreed to provide a general release of claims against the Company and its subsidiaries and affiliates. The Separation Agreement also includes customary non-disparagement and confidentiality undertakings by Dr. Gruis.

 

The foregoing summary description of the Consulting Agreement and Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Consulting Agreement and Separation Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

(d)  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.

 

 

Dated: September 5, 2023