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): October 30, 2019

LIQUIDIA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (919) 328-4400

(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))

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 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 x

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. x

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

On October 30, 2019, the Board of Directors (the “Board”) of Liquidia Technologies, Inc., a Delaware corporation (the “Company”), increased the number of authorized directors of the Board from seven to eight and appointed Katherine Rielly-Gauvin to the Board as a Class II director to fill the newly created vacancy in the Board.  The term of office for Class II directors expires at the Company’s 2020 annual meeting of stockholders.  Additionally, effective October 30, 2019, Ms. Rielly-Gauvin was appointed as a member of the Company’s Research and Development Committee and Nominating and Corporate Governance Committee.  A copy of the press release announcing Ms. Rielly-Gauvin’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Ms. Rielly-Gauvin, age 56, has served as the Vice President of Global Commercial Development of AbbVie Inc. (NYSE: ABBV) (“AbbVie”), a pharmaceutical research and development company, since January 2013.  At AbbVie, Ms. Rielly-Gauvin is responsible for developing the strategic commercial direction of key compounds in AbbVie’s pipeline across core therapeutic areas in Immunology, Oncology, Neuroscience and Specialty.  Prior to joining AbbVie, Ms. Rielly-Gauvin worked in the Johnson & Johnson family of companies across a variety of roles in commercial, medical affairs and research capacities, including Vice President and General Manager for the Janssen Commercial CNS organization. Ms. Rielly-Gauvin holds a Bachelor of Science degree in Chemistry from Simmons College and an MBA in Economics from Rutgers University.  Ms. Rielly-Gauvin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K and was not appointed pursuant to any arrangement or understanding between Ms. Rielly-Gauvin and any other person.

In connection with Ms. Rielly-Gauvin’s appointment, on October 30, 2019, Ms. Rielly-Gauvin was granted a nonstatutory option to purchase 15,000 shares of the Company’s common stock, $0.001 par value per share, pursuant to the Company’s non-employee director compensation policy described under the heading “General Policy Regarding Compensation of Directors” disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2019.  Pursuant to this policy, Ms. Rielly-Gauvin will also receive annual cash compensation equal to $35,000 as a non-employee director, $5,000 annually as a member of the Research and Development Committee and $3,750 annually as a member of the Nominating and Corporate Governance Committee.

Item 8.01                                           Other Events.

On October 30, 2019, the Board appointed Dr. Joanna Horobin to the Company’s Compensation Committee.  Pursuant to the Company’s non-employee director compensation policy, Dr. Horobin will receive annual cash compensation equal to $5,000 for serving on the Compensation Committee.  In connection with the foregoing and the previously disclosed appointment of Ms. Rielly-Gauvin to the Board, effective October 30, 2019, the composition of the Board’s committees is as follows:

2

* Denotes Chairperson.

** Denotes Vice Chairperson.

Item 9.01                                           Financial Statements and Exhibits.

(d)

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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.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Liquidia Technologies Appoints Industry Veteran Katie Rielly-Gauvin to Board of Directors

RESEARCH TRIANGLE PARK, NC — November 1, 2019 — Liquidia Technologies, Inc. (Nasdaq: LQDA) (“Liquidia” or the “Company”), a late-stage clinical biopharmaceutical company, today announced the appointment of Katie Rielly-Gauvin, Vice President of Global Commercial Development at AbbVie, to the Company’s Board of Directors (the “Board”) as a Class II director with a term expiring at the 2020  annual meeting of stockholders and to the Company’s Research and Development Committee and Nominating & Governance Committee.

“Adding Katie to our Board is another significant step in preparing Liquidia for commercial growth,” said Stephen Bloch, M.D., Chairman of the Board. “Not only does her commercial experience have a direct bearing on our pre- and post-launch considerations for LIQ861, but it also increases the breadth of therapeutic area expertise from which the Company may draw.”

Ms. Rielly-Gauvin brings to the Board more than 20 years of diverse experience in the pharmaceutical industry. Currently at AbbVie, she is responsible for developing the strategic commercial direction of key compounds in AbbVie’s pipeline across core therapeutic areas in Immunology, Oncology, Neuroscience and Specialty. Prior to joining AbbVie, Ms. Rielly-Gauvin worked in the Johnson & Johnson family of companies across a variety of roles in commercial, medical affairs and research capacities, including Vice President and General Manager for the Janssen Commercial CNS organization.  She holds a Bachelor of Science degree in Chemistry from Simmons College and an MBA in Economics from Rutgers University.

“I am honored to be joining the Liquidia team at this pivotal time in preparing for commercial success of its first potential product,” stated Ms. Rielly-Gauvin. “While the advantages of LIQ861 are clear for pulmonary arterial hypertension (PAH) patients, the potential applications of PRINT® technology expand beyond the inhaled route of delivery. I look forward to working with the Board and management to help create a portfolio of products that address unmet medical needs.”

About Liquidia

Liquidia is a late-stage clinical biopharmaceutical company focused on the development and commercialization of therapeutics using its proprietary PRINT technology to transform the lives of patients. Currently, Liquidia is focused on the development of two product candidates using its PRINT particle engineering platform: LIQ861 for the treatment of pulmonary arterial hypertension (PAH) and LIQ865 for the treatment of local post-operative pain. Being evaluated in a phase 3 clinical trial (INSPIRE), LIQ861 is designed to improve the therapeutic profile of treprostinil by enhancing deep-lung delivery and achieving higher dose levels than current inhaled therapies by using a convenient, palm-sized, disposable dry powder inhaler. LIQ865, for which Liquidia has completed two phase 1 clinical trials, is designed to deliver sustained-release particles of bupivacaine, a non-opioid anesthetic, to treat local post-operative pain for three to five days through a single administration. For more information visit Liquidia’s website at www.liquidia.com.

Forward-Looking Statements

This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements, including statements regarding clinical trials, clinical studies and other clinical work (including the funding therefor, anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related timelines, including the filing of a New Drug Application (NDA) for LIQ861, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks discussed in our filings with the Securities and Exchange Commission, as well as a number of uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment and our industry has inherent risks. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the

impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that these goals will be achieved, and we undertake no duty to update our goals or to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Investors:
Jason Adair
Vice President, Business Development and Strategy
919.328.4400
jason.adair@liquidia.com

Media:
Christy Curran
Sam Brown Inc.
615.414.8668
media@liquidia.com