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): January 15, 2020
IONIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-19125 | 33-0336973 | |
| (Commission File No.) | (IRS Employer Identification No.) |
2855 Gazelle Court
Carlsbad, CA 92010
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760) 931-9200
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 symbol | Name of each exchange on which registered | ||
| Common Stock, $.001 Par Value | “IONS” | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 1.01 | Entry into a Material Definitive Agreement. |
The information provided under Item 5.02 below is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2020, in connection with Dr. Brett Monia’s promotion to Chief Executive Officer, Ionis Pharmaceuticals, Inc. (the “Company”) entered into a performance based restricted stock unit grant notice (“Grant Notice”) and performance based restricted stock unit agreement (the “Agreement”) with Dr. Monia pursuant to which we awarded Dr. Monia up to 17,009 performance based restricted stock units (“PRSUs”) under our Amended and Restated 2011 Equity Incentive Plan. Each PRSU represents a contingent right to receive one share of our common stock. As part of his promotion, Dr. Monia also received 40,822 stock options and 18,143 restricted stock units, all of which will vest over time.
Pursuant to the Agreement, one third of the PRSUs may vest at the end of three separate performance periods spread over the three years following the date of grant based on the Company’s relative total shareholder return as compared to a peer group of companies. 17,009 is the maximum number of PRSUs that may be earned, which is 150% of the target number. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of each performance period may be anywhere from zero to 17,009 depending on the Company’s relative total shareholder return.
The foregoing summary of the PRSUs is qualified in its entirety by reference to the full text of the Grant Notice and Agreement, which are attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Performance Based Restricted Stock Unit Grant Notice and Performance Based Restricted Stock Unit Agreement. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| Ionis Pharmaceuticals, Inc. | ||
| Dated: January 17, 2020 | By: | /s/ Patrick R. O’Neil |
| Patrick R. O’Neil | ||
| Senior Vice President, Legal, General Counsel and Chief Compliance Officer | ||