UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(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) |
|||
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 January 3, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Crinetics Pharmaceuticals, Inc. (the “Company”), and pursuant to the amended and restated bylaws of the Company, the Board approved an increase in its authorized size from six members to seven members and appointed Rogério Vivaldi Coelho, M.D., M.B.A. to fill the vacancy created by such increase and serve as a Class I director, with an initial term expiring at the Company’s 2022 annual meeting of stockholders. In connection with his appointment to the Board, Dr. Vivaldi was also appointed to the Audit Committee of the Board.
Pursuant to the Company’s non-employee director compensation program, Dr. Vivaldi (i) will receive an annual cash retainer of $40,000 for service on the Board and an additional annual retainer of $7,500 for service as a member of the Audit Committee, and (ii) was granted on the date of his appointment an option to purchase 25,000 shares of the Company’s common stock, which vests over three years in three equal annual installments on each of the first three anniversaries of the grant date. Dr. Vivaldi has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K, filed with the SEC on March 30, 2021, and incorporated herein by reference.
There is no arrangement or understanding between Dr. Vivaldi and any other person pursuant to which Dr. Vivaldi was appointed as a director. Dr. Vivaldi is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Dr. Vivaldi is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.
On January 5, 2022, the Company issued a press release announcing Dr. Vivaldi’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No |
|
Description |
|
|
|
|
|
|
|
99.1 |
|
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
2
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.
|
Date: January 5, 2022 |
|
Crinetics Pharmaceuticals, Inc. |
|
|
|
|
|
|
|
/s/ R. Scott Struthers, Ph.D. |
|
|
|
R. Scott Struthers, Ph.D. |
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
3
Exhibit 99.1
Crinetics Pharmaceuticals Adds Board Member with Global Rare Disease Expertise with Appointment of Rogério Vivaldi Coelho, M.D., M.B.A.
SAN DIEGO, January 5, 2022 -- Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX), a clinical stage pharmaceutical company focused on the discovery, development, and commercialization of novel therapeutics for rare endocrine diseases and endocrine-related tumors, today announced the appointment of Rogério Vivaldi Coelho, M.D., M.B.A. to the company’s board of directors. Dr. Vivaldi comes to Crinetics with over two decades of experience as a physician and industry executive with deep expertise commercializing pharmaceuticals, especially those treating rare and orphan diseases, in the U.S. and globally.
Scott Struthers, Ph.D., founder and chief executive officer of Crinetics, stated, “Dr. Vivaldi’s expertise in global commercial operations, coupled with his passion for meeting the needs of patients with rare diseases, make him a natural fit for Crinetics. As we advance our expanding portfolio of novel therapeutics for multiple rare endocrine diseases, we are looking forward to leveraging his skills and experience building commercial enterprises to ensure we are prepared to deliver treatments to patients worldwide.”
Dr. Vivaldi is currently the president and chief executive officer of Sigilon Therapeutics, Inc., where he also serves as a member of the company's board of directors. Prior to joining Sigilon, Dr. Vivaldi served as executive vice president and chief global therapeutics officer at Bioverativ Inc., where he was responsible for building and managing their commercial organization, including sales and marketing efforts for the franchise’s lead products, until it was acquired by Sanofi S.A. in 2018. He also previously served as chief commercial officer at Spark Therapeutics, Inc., where he spearheaded the launch of global commercial operations, and patient advocacy, market access, and medical affairs efforts for Luxturna. Earlier, he held several positions of increasing responsibility over a 20-year career at Genzyme, most recently serving as the head of the company’s rare disease business, president of both the rare disease business and the renal & endocrine group, and as senior vice president and general manager of its Latin America group. During his time at Genzyme, he led the successful approval of more than 15 orphan products in more than 20 countries.
Dr. Vivaldi earned a medical degree from the Universidade do Rio de Janeiro, after which he completed a residency in endocrinology at the Universidade do Estado do Rio de Janeiro and a fellowship at Mount Sinai Hospital Center in New York in the department of genetics, focusing on Gaucher disease. He later became the first physician in Brazil to treat Gaucher disease using enzyme replacement therapy. In addition, Dr. Vivaldi holds an M.B.A. degree from COPPEAD, Universidade Federal do Rio de Janeiro.
“While each rare disease impacts only a small number of people, they collectively affect an estimated 25-30 million Americans. It’s an enormous unmet need and one that must be addressed,” added Dr. Vivaldi. “Crinetics and I share a unique and strong commitment to developing therapies for the millions of rare disease patients around the world, specifically those with endocrine disorders. I look forward to lending my skills and expertise to the Crinetics board as we work with the company to advance its ongoing clinical programs and bring additional therapeutic candidates into the clinic.”
About Crinetics Pharmaceuticals
Crinetics Pharmaceuticals is a clinical stage pharmaceutical company focused on the discovery, development, and commercialization of novel therapeutics for rare endocrine diseases and endocrine-related tumors. The company’s lead
product candidate, paltusotine, is an investigational, oral, selective nonpeptide somatostatin receptor type 2 biased agonist for the treatment of acromegaly, an orphan disease affecting more than 26,000 people in the United States. A Phase 3 clinical program in acromegaly with paltusotine is underway. Crinetics also plans to advance paltusotine into a Phase 2 trial for the treatment of carcinoid syndrome associated with neuroendocrine tumors. The company is also developing CRN04777, an investigational, oral, nonpeptide somatostatin receptor type 5 (SST5) agonist for congenital hyperinsulinism, as well as CRN04894, an investigational, oral, nonpeptide ACTH antagonist for the treatment of congenital adrenal hyperplasia, Cushing’s disease and other diseases of excess ACTH. All of the company’s drug candidates are new chemical entities resulting from in-house drug discovery efforts and are wholly owned by the company.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements regarding the potential to advance Crinetics’ ongoing clinical programs and bring additional therapeutic candidates into the clinic. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including risks and uncertainties inherent in Crinetics’ business, including unexpected adverse side effects or inadequate efficacy of the company’s product candidates that may limit their development, regulatory approval and/or commercialization, the company’s dependence on third parties in connection with product manufacturing, research and preclinical and clinical testing; the success of Crinetics’ clinical trials and nonclinical studies and the other risks and uncertainties described in the company’s periodic filings with the SEC. The events and circumstances reflected in the company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Additional information on risks facing Crinetics can be found under the heading “Risk Factors” in Crinetics’ periodic reports, including its annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC. Except as required by applicable law, Crinetics does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Contacts:
Marc Wilson
Chief Financial Officer
IR@crinetics.com
(858) 450-6464
Investors / Media:
Corey Davis
LifeSci Advisors, LLC
cdavis@lifesciadvisors.com
(212) 915-2577
Aline Sherwood
Scienta Communications
asherwood@scientapr.com
(312) 238-8957