AARD 8-K
Aardvark Therapeutics, Inc. (AARD)
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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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:
Securities registered pursuant to Section 12(b) of the Act:
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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
Departure of Chief Operating Officer
On February 9, 2026, Bryan Jones, Ph.D., the current Chief Operating Officer of Aardvark Therapeutics, Inc. (the “Company”) commenced serving as the Chief Executive Officer of Ardia Therapeutics, Inc., a wholly-owned subsidiary of the Company (“Ardia”) and, in connection therewith, effective February 9, 2026 (the “Separation Date”), Dr. Jones ceased serving as the Company’s Chief Operating Officer.
In connection with Dr. Jones’ departure as the Company’s Chief Operating Officer, he entered into a letter agreement with the Company (the “Letter Agreement”). Pursuant to the Letter Agreement, (i) Dr. Jones waived any right to receive compensation under the Aardvark Therapeutics, Inc. Severance Plan; (ii) Dr. Jones will be entitled to receive cash payments in the form of salary payments from Ardia in connection with his role as its Chief Executive Officer; provided that if Dr. Jones’ employment with Ardia is terminated prior to the nine month anniversary of the Separation Date and subject to Dr. Jones executing a release in favor of the Company, the Company will pay Dr. Jones an amount equal to the salary he would have earned for the period between his termination by Ardia and the nine month anniversary of the Separation Date; (iii) Dr. Jones will be entitled to participate through Ardia in the Company’s group health insurance; provided that if Dr. Jones’ employment with Ardia is terminated prior to the nine month anniversary of the Separation Date and subject to Dr. Jones executing a release in favor of the Company, the Company will pay Dr. Jones a lump sum cash payment equal the Company’s approximate contributions towards Dr. Jones’ insurance premiums for the period between his termination by Ardia and the nine month anniversary of the Separation Date; (iv) the post-termination exercise period for Dr. Jones’ existing options to purchase shares of the Company (the “Jones Options”) shall not commence upon the Separation Date and Dr. Jones shall continue to be eligible to exercise the Jones Options so long as he remains employed by Ardia; and (v) the vesting of an aggregate of 17,797 shares of the Company’s common stock subject to certain stock option grants were accelerated and deemed fully vested as of the Separation Date and on each one month anniversary of the Separation Date through and including the three month anniversary thereof, an aggregate of 2,542 shares subject to such stock options shall vest. The Letter Agreement also included a release by Dr. Jones in favor of the Company.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated by reference herein.
Appointment of Chief Operating Officer
Effective February 9, 2026, the Company’s Board of Directors (the “Board”) appointed Nelson Sun, the Company’s current Chief Financial Officer, as the Company’s Chief Operating Officer. Mr. Sun will continue to serve as the Company’s Chief Financial Officer in addition to his role as Chief Operating Officer.
There will be no material change to Mr. Sun’s compensation in connection with his appointment as Chief Operating Officer. Mr. Sun’s biographical information is set forth in the section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 31, 2025, entitled “Executive Officers and Employee Directors”, and such information is incorporated herein by reference. There are no family relationships between Mr. Sun and any director or executive officer of the Company, and he was not selected by the Board to serve as Chief Operating Officer pursuant to any arrangement or understanding with any person. Mr. Sun has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On February 12, 2026, the Company issued a press release announcing that it has established Ardia to support development of a new dermatology pipeline focused on lead asset, DIA-615, a potential topical treatment for a variety of inflammatory skin diseases, including psoriasis, and that Dr. Jones has been named Chief Executive Officer of Ardia and has transitioned out of his current role as the Company’s Chief Operating Officer to lead Ardia. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On February 12, 2026, the Company issued a press release announcing the appointment of Derrick C. Li as the Company’s Chief Business Officer, as well as the expansion of Mr. Sun’s role to include Chief Operating Officer, in addition to his current role as the Company’s Chief Financial Officer. The full text of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
10.1 |
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Letter Agreement, dated February 9, 2026, between the Company and Bryan Jones, Ph.D. |
99.1 |
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99.2 |
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Press Release: Aardvark Therapeutics Announces Leadership Appointments, dated February 12, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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AARDVARK THERAPEUTICS, INC. |
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Date: |
February 12, 2026 |
By: |
/s/ Tien-Li Lee, M.D. |
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Tien-Li Lee, M.D. |
Exhibit 10.1
February 9, 2026
Bryan Jones
[…***…]
[…***…]
Via email: […***…]
Dear Bryan:
This letter (the “Agreement”) sets forth the terms and conditions of your separation from Aardvark Therapeutics, Inc. (the “Company”) in connection with your termination of employment.
(b) Health Insurance. You will continue to be entitled to participate through the Subsidiary in the Company’s group health insurance plan; provided that if you incur a separation from service as a result of your employment by the Subsidiary being terminated without Cause (as defined in the Company’s 2025 Equity Incentive Plan) prior to the nine month anniversary of the Separation Date, and subject to a release of claims in the Company’s standard form that becomes irrevocably effective within 60 days following your separation from service, to the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, the Company agrees to pay you a cash payment in a lump sum (“COBRA Payment”) designed to approximate the Company’s contributions toward your insurance premiums from the date of termination by the Subsidiary until the nine month anniversary of the Separation Date, subject to applicable withholdings and deductions. You may (but are not obligated to) use the COBRA Payment toward the cost of your COBRA premiums.
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar
effect with respect to your release of claims herein, including but not limited to your release of unknown claims.
If this Agreement is acceptable to you, please sign below and return the original to me. This Agreement must become effective and irrevocable no later than twenty-one (21) days following the Separation Date in order for you to receive the severance benefits described herein and the Company will have no obligation to provide such benefits if this Agreement does not become effective and irrevocable within that timeframe.
[Signature page follows]
We wish you the best in your future endeavors.
Sincerely,
By: /s/ Tien Lee
Tien Lee, CEO
I have read, understand and agree fully to the foregoing Agreement:
/s/ Bryan Jones
Bryan Jones, Ph.D.
2/10/2026
Date
Exhibit 99.1
Aardvark Therapeutics Announces Establishment of New U.S. Subsidiary to Support Development of Its Dermatology Pipeline; Bryan Jones Named Chief Executive Officer
SAN DIEGO, Feb. 12, 2026 (GLOBE NEWSWIRE) – Aardvark Therapeutics, Inc. (Aardvark) (Nasdaq: AARD), a clinical-stage biopharmaceutical company focused on developing novel, small-molecule therapeutics to activate innate homeostatic pathways for the treatment of metabolic diseases, today announced that it has established Ardia Therapeutics, Inc. (Ardia), a new wholly-owned U.S. subsidiary. Ardia will support development of a new dermatology pipeline focused on lead asset, DIA-615, a potential topical treatment for a variety of inflammatory skin diseases, including psoriasis. Bryan Jones, Ph.D., has been named Chief Executive Officer of Ardia and has transitioned out of his current role at Aardvark as Chief Operating Officer to lead Ardia.
“We are proud to take this important step toward establishing Ardia as a new entity and having Bryan take the helm to advance our lead dermatologic asset, DIA-615, into the clinic,” said Tien Lee, M.D., Founder and Chief Executive Officer of Aardvark. “Bryan has made significant contributions to our success at Aardvark over the past five years, and we are excited to announce his appointment to Chief Executive Officer of Ardia. We believe he is the right leader to develop Ardia’s pipeline, which is focused on addressing serious unmet needs in severe skin diseases.” Dr. Jones brings over 30 years of experience with leading biotech and specialty pharmaceutical companies, including roles in product and business development. He has implemented multiple development programs during his successful career.
“I am honored to take on this new role at Ardia, and I am excited by the potential of DIA-615 and the opportunity to grow Ardia’s dermatology portfolio which could have a lasting impact on patients,” said Dr. Jones. “I am very proud of what the Aardvark team has accomplished over the past several years and look forward to unlocking the value of DIA-615."
Dr. Jones joined Aardvark in 2021 as Chief Business Officer and transitioned to Chief Operating Officer in August 2022. Prior to Aardvark, he was Chief Operating Officer and Co-Founder of Sollis Therapeutics, where he led the technology transfer from Medtronic, the manufacturing of a drug/device combination and the execution of the Phase 3 sciatica program. Before that, he was Vice President of Operations at Sorrento Therapeutics, where he led the resiniferatoxin program, including manufacturing, toxicology and clinical planning as well as being involved in both monoclonal antibody production, antibody drug conjugate research and cell therapy development. He has held roles of increasing responsibility, including Chief Operating Officer of two startup companies: Sherrington and Mt. Cook. Dr. Jones received his Ph.D. in genetics from the University of Washington and a bachelor’s degree in biology and biochemistry from Iowa State University. |
About Ardia Therapeutics, Inc.
Ardia Therapeutics is a wholly-owned subsidiary of Aardvark Therapeutics, Inc. The company is focused on the development of DIA-615, a clinic-ready topical drug intended to treat a variety of inflammatory skin diseases, including psoriasis. The active ingredient induces specific members of a G protein-coupled receptor (GPCR) family, called TAS2Rs, to downregulate stressed endoplasmic reticulum in
inflammatory cells. DIA-615 is designed to localize in the skin and target inflammatory cells that induce the lesions associated with skin diseases.
About Aardvark Therapeutics, Inc.
Aardvark is a clinical-stage biopharmaceutical company developing novel, small-molecule therapeutics designed to suppress hunger for the treatment of Prader-Willi Syndrome (PWS) and metabolic diseases. Hunger, which is the discomfort from not having eaten recently, is a distinct neural signaling pathway separate from appetite, the reward-seeking desire for food. Our programs explore therapeutic applications in hunger-associated indications and potential complementary uses with anti-appetite therapies. Our lead compound, oral ARD-101, is in Phase 3 clinical development for the treatment of hyperphagia associated with PWS, a rare disease characterized by insatiable hunger. Aardvark is also developing ARD-201, a planned fixed-dose combination of ARD-101 with a DPP-4 inhibitor, through two separate Phase 2 trials with a goal of addressing some of the limitations of currently marketed GLP-1 therapies for obesity and obesity-related conditions. For more information, visit www.aardvarktherapeutics.com.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning: Aardvark’s and Ardia’s business strategy, product candidates, ongoing clinical trials, planned clinical trials, expected timing for data readouts and reporting interim, preliminary or topline results, likelihood of success, as well as plans and objectives of management for future operations. The words, without limitation, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Forward-looking statements in this press release include statements regarding DIA-615, including its potential as a topical treatment for a variety of inflammatory skin diseases, including psoriasis, the potential growth of Ardia’s dermatology portfolio and the potential value of DIA-615. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties related to potential delays in the commencement, enrollment and completion of clinical trials; the risk that Aardvark may use its capital resources sooner than expected and that they may be insufficient to allow Aardvark to achieve its anticipated milestones; the possibility that the past track records of Aardvark and its personnel may not be repeated or indicative of future success; risks related to its dependence on third parties for manufacturing, shipping and production of drug product for use in clinical trials and preclinical studies; the risk of unfavorable clinical trial results; the risk that results from earlier clinical trials and preclinical studies may not necessarily be predictive of future results; and other risks and uncertainties, including the factors described under the “Risk Factors” section of Aardvark’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 that Aardvark filed with the Securities and Exchange Commission on November 13, 2025. When evaluating Aardvark’s business and prospects, careful consideration should be given to these risks and uncertainties. Any forward-looking statements contained in this press release are based on the current expectations of Aardvark’s management team and speak only as of the date hereof, and Aardvark specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.
Investor Contact:
Courtney Mogerley
Argot Partners
(212) 600-1902
Media Contact:
Andrea Cohen
Sam Brown LLC
(917) 209-7163
[email protected]
Exhibit 99.2
Aardvark Therapeutics Announces Leadership Appointments
SAN DIEGO, Feb. 12, 2026 (GLOBE NEWSWIRE) – Aardvark Therapeutics, Inc. (Aardvark) (Nasdaq: AARD), a clinical-stage biopharmaceutical company focused on developing novel, small-molecule therapeutics to activate innate homeostatic pathways for the treatment of metabolic diseases, today announced the appointment of Derrick C. Li as Chief Business Officer, as well as the expansion of Nelson Sun’s role to include Chief Operating Officer, in addition to his current role as Chief Financial Officer. The appointments are effective as of February 9, 2026.
“These key appointments for Derrick and Nelson come at a pivotal time for Aardvark as we progress ARD-101 through Phase 3 development for the treatment of hyperphagia associated with Prader-Willi Syndrome and continue Phase 2 development of ARD-201 for obesity and obesity-related conditions,” said Tien Lee, M.D., Founder and Chief Executive Officer of Aardvark. “I am thrilled to welcome Derrick to the Aardvark team and look forward to his leadership and expertise in shaping our company’s next phase of growth. In addition, Nelson’s demonstrated strong leadership and operational expertise gives us confidence as he moves into his expanded role. Both appointments will be critical in helping us unlock meaningful value for our stockholders as well as the patients and clinicians that we serve.”
In Mr. Li’s new role, he will lead Aardvark's business development strategy and execution with responsibility for financing, licensing, partnership strategy and corporate development initiatives.
“I am excited to work with an experienced, dynamic and patient-focused group of individuals at such a defining inflection point,” said Mr. Li. “The opportunity to help advance the company’s lead asset, ARD-101, with topline Phase 3 data expected in the third quarter of 2026, and to expand the company’s portfolio is energizing. I look forward to working with the entire team to explore strategic collaborations and drive the company’s mission forward.”
Mr. Li is a seasoned biotechnology executive with more than 20 years of global experience in biopharmaceutical business development, investment banking and corporate strategy. Prior to joining Aardvark, he served as Chief Strategy Officer at ODC Life Sciences, a Latin America-focused clinical research organization, where he drove growth strategy and global partnerships. He has also held senior leadership roles, including Head of Strategy and Investor Relations at Cellular Biomedicine Group (now AbelZeta). Additionally, he has extensive investment banking and investment management experience, most recently, serving as a Managing Director in the Healthcare Investment Group at Robert W. Baird. Mr. Li earned a dual bachelor's degree in accountancy and finance from Villanova University. |
About Aardvark Therapeutics, Inc.
Aardvark is a clinical-stage biopharmaceutical company developing novel, small-molecule therapeutics designed to suppress hunger for the treatment of Prader-Willi Syndrome (PWS) and metabolic diseases. Hunger, which is the discomfort from not having eaten recently, is a distinct neural signaling pathway separate from appetite, the reward-seeking desire for food. Our programs explore therapeutic applications in hunger-associated indications and potential complementary uses with anti-appetite therapies. Our lead compound, oral ARD-101, is in Phase 3 clinical development for the treatment of hyperphagia associated with PWS, a rare disease characterized by insatiable hunger. Aardvark is also
developing ARD-201, a planned fixed-dose combination of ARD-101 with a DPP-4 inhibitor, through two separate Phase 2 trials with a goal of addressing some of the limitations of currently marketed GLP-1 therapies for obesity and obesity-related conditions. For more information, visit www.aardvarktherapeutics.com.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning: Aardvark’s business strategy, product candidates, ongoing clinical trials, planned clinical trials, expected timing for data readouts and reporting interim, preliminary or topline results, likelihood of success, as well as plans and objectives of management for future operations. The words, without limitation, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Forward-looking statements in this press release include statements regarding Aardvark’s next phase of growth, potential strategic collaborations, the potential to unlock meaningful value for Aardvark’s stockholders, statements regarding ARD-101, including the expected timeline for receiving topline data from the Phase 3 HERO trial and the potential expansion of Aardvark’s portfolio. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties related to potential delays in the commencement, enrollment and completion of clinical trials; the risk that Aardvark may use its capital resources sooner than expected and that they may be insufficient to allow Aardvark to achieve its anticipated milestones; the possibility that the past track records of Aardvark and its personnel may not be repeated or indicative of future success; risks related to its dependence on third parties for manufacturing, shipping and production of drug product for use in clinical trials and preclinical studies; the risk of unfavorable clinical trial results; the risk that results from earlier clinical trials and preclinical studies may not necessarily be predictive of future results; and other risks and uncertainties, including the factors described under the “Risk Factors” section of Aardvark’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 that Aardvark filed with the Securities and Exchange Commission on November 13, 2025. When evaluating Aardvark’s business and prospects, careful consideration should be given to these risks and uncertainties. Any forward-looking statements contained in this press release are based on the current expectations of Aardvark’s management team and speak only as of the date hereof, and Aardvark specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.
Investor Contact:
Courtney Mogerley
Argot Partners
(212) 600-1902
Media Contact:
Andrea Cohen
Sam Brown LLC
(917) 209-7163
[email protected]