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): August 1, 2024
REGENXBIO Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-37553 | 47-1851754 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 9804 Medical Center Drive | ||
| Rockville, Maryland | 20850 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 240 552-8181
(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 | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | RGNX | The Nasdaq Global Select Market |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 1, 2024, REGENXBIO Inc. (the “Company”) made a one-time grant of restricted stock units (“RSUs”) to Stephen Pakola, M.D., the Company’s EVP, Chief Medical Officer, and Olivier Danos, Ph.D., the Company’s EVP, Chief Scientific Officer, to promote stability in our leadership team during a period of CEO transition. Dr. Pakola received a grant of 58,386 RSUs and Dr. Danos received a grant of 58,867 RSUs. The RSUs will vest over a two-year period, with one-fourth of the RSUs vesting every six months from the grant date, subject to Dr. Pakola’s and Dr. Danos’ respective continued service to the Company throughout the vesting period.
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.
| REGENXBIO INC. | ||||||
| Date: August 5, 2024 | By: | /s/ Patrick J. Christmas II | ||||
Patrick J. Christmas II Executive Vice President, Chief Legal Officer | ||||||