UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 2, 2022 (July 29, 2022)
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C4 THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39567 | 47-5617627 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
490 Arsenal Way, Suite 120 Watertown, MA | 02472 | |||||||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 231-0700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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:
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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common Stock, $0.0001 par value per share | CCCC | 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 o
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 July 29, 2022, the Company’s Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Donna Grogan, M.D. and Laura Bessen, M.D, as directors of the Company.
Dr. Bessen has been designated as a Class I director, to serve until the Company’s 2024 Annual Meeting of Stockholders, and Dr. Grogan has been designated as a Class II director, to serve until the Company’s 2025 Annual Meeting of Stockholders, in accordance with the Company’s Second Amended and Restated By-Laws and each to serve thereafter until her successor has been duly elected and qualified or until her earlier death, removal or resignation.
In connection with these elections, the Company granted to each of Dr. Bessen and Dr. Grogan stock options to purchase up to 41,200 shares of the Company’s common stock under the Company’s 2020 Stock Option and Incentive Plan. One-third of each of these stock option awards shall vest on the first anniversary of the date of grant, with the remainder vesting quarterly over the subsequent two years, provided, however, that all vesting of each award shall cease if its recipient resigns from the Board or otherwise ceases to serve as a director of the Company or otherwise maintain a service relationship with the Company prior to any such vesting date. In addition, in connection with these elections, the Company entered into an indemnification agreement with each of Dr. Bessen and Dr. Grogan in the same form as used with the Company’s other directors.
There are no arrangements or understandings between either of Dr. Bessen or Dr. Grogan and any other persons pursuant to which she was selected as a director of the Company, and there are no transactions in which either of Dr. Bessen or Dr. Grogan has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 2, 2022, the Company issued a press release announcing the elections of Dr. Bessen and Dr. Grogan as directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number | Description | |||||||
99.1 | ||||||||
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.
C4 Therapeutics, Inc. | ||||||||
Date: August 2, 2022 | By: | /s/ Jolie M. Siegel | ||||||
Jolie M. Siegel | ||||||||
Chief Legal Officer |