8-K
BICYCLE THERAPEUTICS PLC (BCYC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
September 8, 2025
Date of Report (Date of earliest event reported)
Bicycle
Therapeutics plc
(Exact name of registrant as specified in its charter)
| England and Wales | 001-38916 | Not applicable |
|---|---|---|
| (State or other jurisdiction <br><br> of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| Blocks A & B, Portway Building**, Granta Park Great Abington** , Cambridge United Kingdom | CB21 6GS | |
| --- | --- | |
| (Address of principal<br> executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +44
1223 261503
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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 |
|---|---|---|
| Ordinary<br> shares, nominal value £0.01 per share | n/a | The<br> Nasdaq<br> Stock Market LLC* |
| American<br> Depositary Shares, each representing one ordinary share, nominal value £0.01 per share | BCYC | The<br> Nasdaq<br> Stock Market LLC |
* Not for trading, but only in connection with the listing of the American Depositary Shares on 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 (§ 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. |
|---|
Effective as of September 8, 2025, the Board of Directors (the “Board”) of Bicycle Therapeutics plc (the “Company”) increased the size of the Board from eight to ten directors and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed (i) Roger Dansey, M.D., to the Board as a Class III director, for a term expiring at the Company’s 2028 annual general meeting, and (ii) Hervé Hoppenot to the Board as a Class I director, for a term expiring at the Company’s 2026 annual general meeting. Dr. Dansey will serve as a member of the Scientific Committee and the Nominating and Corporate Governance Committee of the Board, and Mr. Hoppenot will serve as a member of the Audit Committee and the Compensation Committee of the Board.
The Board has determined that each of Dr. Dansey and Mr. Hoppenot is an “independent” director pursuant to the rules of the Nasdaq Stock Market LLC and other governing laws and applicable regulations, and that Mr. Hoppenot satisfies the additional independence requirements applicable to members of the Audit Committee and the Compensation Committee of the Board.
There are no arrangements or understandings between either Dr. Dansey or Mr. Hoppenot and any other person pursuant to which Dr. Dansey or Mr. Hoppenot, respectively, were appointed as a director. Neither Dr. Dansey nor Mr. Hoppenot has any family relationship with any of the Company’s directors or executive officers, and neither Dr. Dansey nor Mr. Hoppenot has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As non-employee directors of the Company, Dr. Dansey and Mr. Hoppenot will participate in the Company’s Non-Employee Director Compensation Policy, a description of which is included in the Company’s Proxy Statement on Form DEF 14A filed on April 23, 2025 and is incorporated herein by reference, as such policy may be amended from time to time (the “Policy”).
In connection with their appointments to the Board, each of Dr. Dansey and Mr. Hoppenot will enter into the Company’s standard form of deed of indemnity, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2019.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued September 8, 2025 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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: September 8, 2025 | BICYCLE THERAPEUTICS<br> PLC | |
|---|---|---|
| By: | /s/<br> Alethia Young | |
| Name: Alethia Young | ||
| Title: Chief Financial<br> Officer |
Exhibit 99.1
Bicycle Therapeutics Strengthens Board of Directorswith New Appointments
Roger Dansey, M.D., formerly Pfizer and Seagen,and Hervé Hoppenot, of Incyte and formerly Novartis Oncology, bring extensive drug development and commercialization expertise
CAMBRIDGE, England & BOSTON, September 8, 2025 – Bicycle Therapeutics plc (NASDAQ: BCYC), a pharmaceutical company pioneering a new and differentiated class of therapeutics based on its proprietary bicyclic peptide (Bicycle^®^) technology, today announced the appointments of Roger Dansey, M.D., and Hervé Hoppenot to the company’s Board of Directors.
"We are thrilled to welcome Roger and Hervé to our Board of Directors as we make strong progress across our pipeline and anticipate numerous upcoming milestones. As prominent leaders in oncology research, drug development and commercialization who have delivered many transformative cancer medicines to patients, Roger and Hervé will add valuable perspectives and expertise,” said Bicycle Therapeutics CEO Kevin Lee, Ph.D. "Together, with our entire board of accomplished global oncology leaders and our dedicated team, we are executing on our strategy to develop next-generation targeted therapies with the potential to help patients not only live longer but also live well.”
The new Board members are as follows:
Roger Dansey, M.D., currently serves on the Boards of Directors of Inovio Inc. and Ottimo Pharma. Previously, he was interim chief oncology officer and chief development officer of Pfizer Oncology. Dr. Dansey also served as chief medical officer and president of research and development at Seagen prior to Pfizer’s acquisition of the company. Earlier in his career, he held senior leadership positions at Merck, Gilead Sciences and Amgen. Dr. Dansey played a key role in the development and approvals of numerous important cancer therapies, including Keytruda^®^ (pembrolizumab), Xgeva^®^/Prolia^®^ (denosumab), Zydelig^®^ (idelalisib), Adcetris^®^ (brentuximab vedotin), Padcev^®^ (enfortumab vedotin), Tivdak^®^ (tisotumab vedotin) and Tukysa^®^ (tucatinib). He holds an M.D. from the University of Witwatersrand in Johannesburg, South Africa, and before joining industry, he was an associate professor of hematology/oncology at the Karmanos Cancer Institute in Detroit.
Hervé Hoppenot is an advisor to the CEO and serves on the Board of Directors of Incyte, after serving 11 years as the company’s chairman and CEO. Under his leadership, Incyte tripled the number of clinical candidates, established an international presence in 15 countries and grew revenues from $350 million to $4.2 billion. He also serves on the Boards of Directors of Pierre Fabre Laboratories and N-Power Medicine. Previously, Mr. Hoppenot served as president of Novartis Oncology, originally joining as chief commercial officer, overseeing the industry’s largest oncology pipeline. Mr. Hoppenot started his career at Rhône Poulenc, later known as Aventis, where he served in several senior roles of increasing responsibility, including as vice president of oncology and head of the U.S. oncology business unit. He holds a degree from ESSEC Business School in France.
About Bicycle Therapeutics
Bicycle Therapeutics is a clinical-stage pharmaceutical company developing a novel class of medicines, referred to as Bicycle^®^ molecules, for diseases that are underserved by existing therapeutics. Bicycle molecules are fully synthetic short peptides constrained with small molecule scaffolds to form two loops that stabilize their structural geometry. This constraint facilitates target binding with high affinity and selectivity, making Bicycle molecules attractive candidates for drug development. The company is evaluating zelenectide pevedotin (formerly BT8009), a Bicycle^®^ Drug Conjugate (BDC^®^) targeting Nectin-4, a well-validated tumor antigen; BT5528, a BDC molecule targeting EphA2, a historically undruggable target; and BT7480, a Bicycle Tumor-Targeted Immune Cell Agonist^®^ (Bicycle TICA^®^) targeting Nectin-4 and agonizing CD137, in company-sponsored clinical trials. Additionally, the company is developing Bicycle^®^ Radioconjugates (BRC^®^) for radiopharmaceutical use and, through various partnerships, is exploring the use of Bicycle^®^ technology to develop therapies for diseases beyond oncology.
Bicycle Therapeutics is headquartered in Cambridge, UK, with many key functions and members of its leadership team located in Cambridge, Mass. For more information, visit bicycletherapeutics.com.
Forward Looking Statements
This press release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s progress across its pipeline, upcoming milestones, and execution of its strategy; the perspectives and expertise of Dr. Dansey and Mr. Hoppenot; and the use of Bicycle Therapeutics’ technology through various partnerships to develop therapies for diseases beyond oncology. Bicycle Therapeutics may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including: uncertainties inherent in research and development and in the initiation, progress and completion of clinical trials and clinical development of Bicycle Therapeutics’ product candidates; and other important factors, any of which could cause Bicycle Therapeutics’ actual results to differ from those contained in the forward-looking statements, are described in greater detail in the section entitled “Risk Factors” in Bicycle Therapeutics’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on August 8, 2025, as well as in other filings Bicycle Therapeutics may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and Bicycle Therapeutics expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Investors:
Stephanie Yao
SVP, Investor Relations and Corporate Communications
stephanie.yao@bicycletx.com
857-523-8544
Matthew DeYoung
Argot Partners
ir@bicycletx.com
212-600-1902
Media:
Jim O’Connell
Weber Shandwick
media@bicycletx.com
312-988-2343