Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2019



Crinetics Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)














(State or Other Jurisdiction of

Incorporation or Organization)


(Commission File Number)


(I.R.S. Employer Identification Number)


10222 Barnes Canyon Road, Bldg. #2

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 450-6464

(Registrant’s telephone number, include area code)


(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 obligations 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))

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 April 9, 2019, Mason Freeman, M.D. notified the Board of Directors (the “Board”) of Crinetics Pharmaceuticals, Inc. (the “Company”) that he plans to retire from the Board at the end of his current term and will not stand for re-election at the Company’s 2019 annual meeting of stockholders (the “Annual Meeting”). Dr. Freeman will continue to serve as a member of the Board and as a member of the Nominating and Corporate Governance Committee until the Annual Meeting. Dr. Freeman advised the Company that his decision not to stand for re-election was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.

Upon the expiration of Dr. Freeman’s current term, the size of the Board will be reduced from seven to six directors.  In addition, the Board has determined to reassign Matthew K. Fust from Class III of the Board to Class I of the Board and, accordingly, Mr. Fust will stand for re-election at the Annual Meeting.




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.


















Date: April 12, 2019






/s/ Marc J.S. Wilson







Marc J.S. Wilson







Chief Financial Officer