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
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Date of Report (Date of earliest event reported): July 22, 2022 |
PepGen Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-41374 | 85-3819886 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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245 Main Street | |
Cambridge, Massachusetts | | 02142 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 781 797-0979 |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common stock, par value $0.0001 per share | | PEPG | | 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 July 19, 2022, PepGen Inc. (“PepGen”) was notified that Caroline Godfrey would be transitioning from her role as Senior Vice President of Discovery to member of PepGen’s Scientific Advisory Board, effective August 1, 2022. The transition was not due to any disagreement with PepGen on any matter relating to PepGen’s operations, financial statements, internal controls, auditors, policies or practices.
In connection with Ms. Godfrey’s transition to the Scientific Advisory Board. Ms. Godfrey and PepGen have entered into a Scientific Advisory Board Member Agreement, dated as of July 19, 2022, pursuant to which, effective August 1, 2022, Ms. Godfrey will perform certain services specified therein and receive an annual advisory fee of $64,000, payable in arrears on the last day of each fiscal quarter.
The foregoing description of the Scientific Advisory Board Member Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Scientific Advisory Board Member Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 5.02 of this Current Report on Form 8-K:
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.
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| | | PEPGEN INC. |
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Date: | July 22, 2022 | By: | /s/ Noel Donnelly |
| | | Noel Donnelly, Chief Financial Officer |
