Feds Scrutinizing Stock Grant to Former Optimer Chairman

Xconomy San Diego — 

San Diego’s Optimer Pharmaceuticals (NASDAQ: OPTR) said yesterday the filing of its official annual 10-K financial statement would be delayed because of a management shakeup disclosed earlier this week, along with problems related to “processes and procedures.”

Optimer has not provided many specifics about the internal problems that first surfaced 11 months ago. But Optimer’s new chairman and CEO, former Pfizer CEO Henry A. McKinnell, offered a few fresh details during a conference call yesterday afternoon with investors and analysts.

McKinnell said an internal company review begun last April raised questions about an “attempted” stock grant to Michael Chang, a co-founder and Optimer’s former chairman. “We engaged outside counsel to assist us in an internal review and determined that the grant may have violated certain applicable laws, including the Foreign Corrupt Practices Act,” McKinnell said.

The Optimer board reported the matter to civil regulators at the Securities and Exchange Commission and to criminal investigators at the U.S. Department of Justice. “As the SEC and DOJ investigations are continuing, we will not be able to provide any additional information at this time,” McKinnell said.

Chang did not respond to an e-mail seeking his response that I sent last night.

The referral the company sent to authorities included details about 1.5 million technical shares of an affiliated company, Optimer Biotechnology, that were being granted to Chang, McKinnell said. Optimer also highlighted a potentially improper $300,000 payment made to a research lab involving someone who also was associated with the grant of Optimer Biotechnology shares. A transcript of the discussion can be found on Seeking Alpha.

Although Optimer delayed filing its official 10-K financial statement, the company released unofficial and unaudited financial results yesterday that show its total revenue amounted to slightly more than $101.5 million in 2012—a 30 percent plunge from 2011, when the company’s total revenue was nearly $145 million. Optimer also reported a loss of nearly $37 million, or 78 cents a share, for 2012, compared with a profit of $7.8 million—or 17 cents a share in 2011.

Optimer specializes in an antibacterial drug used to treat Clostridium difficile-associated diarrhea.