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)
November 9, 2021
ORIC Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39269 | 47-1787157 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 240 E. Grand Ave, 2nd Floor |
| South San Francisco, CA 94080 |
| (Address of principal executive offices, including zip code) |
(650) 388-5600
(Registrant’s telephone number, including area code)
Not Applicable
(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):
| ☐ | 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 | ||
| Common stock, par value $0.0001 per share | ORIC | 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.
(b) Resignation of Director
On November 9, 2021, Carl Gordon, Ph.D., C.F.A. submitted his resignation as a director of ORIC Pharmaceuticals, Inc. (the “Company”). Dr. Gordon’s resignation was voluntary and did not result from any disagreement with the Company or the Company’s Board of Directors (the “Board”).
(d) Election of Director
On November 9, 2021, the Board appointed Angie You, Ph.D. to serve as a Class II director, with a term expiring at the Company’s 2022 annual meeting of stockholders, as well as serve as a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee.
There are no arrangements or understandings between Dr. You and any other person pursuant to which Dr. You was selected as a director. In addition, there are no transactions in which Dr. You has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Dr. You will receive compensation for her service pursuant to the Company’s non-employee director compensation policy as described in the Company’s proxy statement (File No. 001-39269). This includes an annual cash retainer of $35,000 per year for service as a non-employee director, $7,500 per year for service as an Audit Committee member and $4,000 per year for service as a Nominating and Corporate Governance Committee member. Additionally, as a new non-employee director, Dr. You was granted a stock option to purchase 33,250 shares of common stock upon her appointment to the Board. This stock option will vest as to 1/36th of the total number of shares on each monthly anniversary of Dr. You’s commencement of service as a non-employee director, subject to her continued service through the applicable vesting date. In the event of a change in control (as defined in the Company’s 2020 Equity Incentive Plan), the stock option will vest in full. In addition, Dr. You also executed the Company’s standard form of indemnification agreement.
A copy of the press release announcing Dr. You’s appointment as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Press release dated November 10, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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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.
| ORIC PHARMACEUTICALS, INC. | ||||||
| Date: November 10, 2021 | By: | /s/ Dominic Piscitelli | ||||
Dominic Piscitelli Chief Financial Officer | ||||||
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