Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 20, 2023

KIORA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-36672			98-0443284
(Commission File Number)			(IRS Employer Identification No.)

332 Encinitas Blvd.

Suite 102

Encinitas, CA 92024

(858) 224-9600

(Registrant’s telephone number, including area code)

(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:

Common Stock, $0.01 par value

KPRX

NASDAQ

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 20, 2023 (the “Effective Date”), Paul Chaney resigned as Chairman and member of the Board of Directors (the “Board”) of Kiora Pharmaceuticals, Inc. (the “Company”) from the Audit Committee and Nominating and Corporate Governance Committee of the Board, effective as of the Effective Date. Mr. Chaney did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Chaney’s retirement from the Board, as of the Effective Date, the Board appointed Praveen Tyle, Ph.D. as Chairman of the Board. Additionally, the Board appointed Erin Parsons as Chair of the Compensation Committee of the Board, and appointed Carmine Stengone as a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board, in each case effective as of the Effective Date.

Item 7.01. Regulation FD Disclosure.

On September 21, 2023, the Company issued a press release announcing the appointment of Dr. Tyle as Chairman, a copy of which is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Information contained on or accessible through any website reference in the press releases is not part of, or incorporated by reference in, this Current Report, and the inclusion of such website addresses in this Current Report by incorporation by reference of the press releases is an inactive textual references only.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Title

99.1						Press Release of Kiora Pharmaceuticals, Inc., dated as of September 21, 2023

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.


			KIORA PHARMACEUTICALS, INC.


			By:			/s/ Melissa Tosca
						Melissa Tosca
						Executive Vice President of Finance
						(Principal financial and accounting officer)

			Date: September 21, 2023

Exhibit 99.1

Kiora Pharmaceuticals Appoints Praveen Tyle, PhD, as New Chairman; Succeeds Paul Chaney Who is Retiring After Serving 17 Years

September 21, 2023 -- Encinitas, CA -- Kiora Pharmaceuticals, Inc. (NASDAQ: KPRX) announced that its board of directors has appointed Praveen Tyle, PhD, who currently serves as a director, as its new Chairman. Dr. Tyle succeeds current Chairman Paul Chaney who is retiring after serving 17 years on the board.

“We look forward to Dr. Tyle’s leadership as Chairman, where he’ll continue to bring valuable industry experience in guiding our development of new treatments for eye disease,” said Brian M. Strem, PhD, President and CEO of Kiora. “We want to thank Paul for his dedication to the Company over the years, his mentorship to the team, and his support for our sharpened focus on retinal disease."

Dr. Tyle is an accomplished executive in the pharmaceutical industry with a track record of leadership in innovation and business growth. He will continue to help guide Kiora's strategic direction as the Company advances the development of KIO-301, its molecular photoswitch, through clinical development for retinitis pigmentosa, choroideremia, and other inherited retinal diseases.

"I welcome the opportunity to serve as the Chairman and look forward to working with Brian and the rest of the board,” said Dr. Tyle. “The board would also like to extend its appreciation to Paul for his service to the Company. We strongly believe in the strategic direction that Brian and the leadership team have conceived and are now implementing."

About Kiora Pharmaceuticals

Kiora Pharmaceuticals is a clinical-stage biotechnology company developing and commercializing products for the treatment of orphan retinal diseases. KIO-301 is being developed for the treatment of Retinitis Pigmentosa, and Kiora also plans to develop KIO-301 for Choroideremia and Stargardt's Disease. It is a molecular photoswitch that has the potential to restore vision in patients with inherited and/or age-related retinal degeneration. Kiora plans to develop KIO-104 for the treatment of posterior non-infectious uveitis. It is a next-generation, non-steroidal, immuno-modulatory and small molecule inhibitor of Dihydroorotate Dehydrogenase (DHODH) with what Kiora believes is best-in-class picomolar potency and a validated immune modulating mechanism (blocks T cell proliferation and proinflammatory cytokine release). In addition to news releases and SEC filings, we expect to post information on our website, www.kiorapharma.com, and social media accounts that could be relevant to investors. We encourage investors to follow us on Twitter and LinkedIn as well as to visit our website and/or subscribe to email alerts.

Forward-Looking Statements

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, the development and commercialization efforts and other regulatory or marketing approval efforts pertaining to Kiora's development-stage products, including KIO-301 and KIO-104, as well as the success thereof, with such approvals or success may not be obtained or achieved on a timely basis or at all, and Kiora's ability to reach a quorum at the adjourned Special Meeting. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among other things, the ability to conduct clinical trials on a timely basis, the ability to obtain any required regulatory approvals, market and other conditions and certain risk factors described under the heading "Risk Factors" contained in Kiora's Annual Report on Form 10-K filed with the SEC on March 23, 2023, or described in Kiora's other public filings. Kiora's results may also be affected by factors of which Kiora is not currently aware. The forward-looking statements in this press release speak only as of the date of this press release. Kiora expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions, or circumstances on which any such statement is based, except as required by law.

Contact

investors@kiorapharma.com

Cover	Sep. 20, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 20, 2023
Entity Registrant Name	KIORA PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0443284
Entity File Number	001-36672
Entity Address, Address Line One	332 Encinitas Blvd.
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Encinitas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92024
City Area Code	858
Local Phone Number	224-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	KPRX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001372514
Amendment Flag	false