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 14, 2022
PARDES BIOSCIENCES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | | 001-40067 | | 85-2696306 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2173 Salk Avenue, Suite 250
PMB#052
Carlsbad, CA 92008
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 415-649-8758
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 Instructions A.2. below):
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☐ | 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | | PRDS | | The Nasdaq Stock Market LLC |
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| 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) and (e)
On October 14, 2022, Philippe Tinmouth, the Chief Business and Strategy Officer of Pardes Biosciences, Inc. (the Company) provided notice of his resignation from the Company effective November 30, 2022.
In connection with Mr. Tinmouth’s resignation, the Company and Mr. Tinmouth entered into a transition and separation agreement and general release of claims (the Separation Agreement). The Separation Agreement provides that upon Mr. Tinmouth’s separation from the Company and contingent upon Mr. Tinmouth executing a supplemental general release of claims within the specified consideration period and such release becoming effective, Mr. Tinmouth will receive an amount equal to one month of his base salary payable on December 30, 2022 and will be entitled to up to one month of COBRA premiums paid by the Company. The Separation Agreement contains a reaffirmation of Mr. Tinmouth’s confidentiality and restrictive covenant obligations to the Company and a general release of claims.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the quarter ended December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | PARDES BIOSCIENCES, INC. |
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| | By: | /s/ Thomas G. Wiggans |
| | Name: | Thomas G. Wiggans |
| | Title: | Chief Executive Officer and Chair of the Board of Directors |
Date: October 17, 2022
