C4 Therapeutics, Inc 8-K/A, filed Oct 16, 2024
C4 Therapeutics, Inc. (CCCC)
8-K/A
2024-10-16
For: 2024-10-15
View Original
Added on
April 10, 2026
About this 8-K/A
C4 Therapeutics, Inc filed this 8-K/A on October 16, 2024, reporting on events of October 15, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2024 (October 11, 2024)
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(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (617 ) 231-0700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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:
| 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 (§ 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 o
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. o
Explanatory Note:
This Current Report on Form 8-K/A (this “Amendment”) is being filed to correct the properly approved Current Report on Form 8-K (the “Original Report”) filed by C4 Therapeutics, Inc. on October 15, 2024, which inadvertently omitted the date of earliest report from the cover page and had the date which Dr. Fisher informed the Company of his retirement as October 1, 2024 and not October 11, 2024. The sole purpose of this Amendment is to add the date of earliest report on the Cover Page and to update the date in Item 5.02. No other changes have been made to the Original Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Scientific Officer
On October 11, 2024, Stewart Fisher, Ph.D. informed us of his intent to retire from the role of Chief Scientific Officer of C4 Therapeutics, Inc. (the “Company”), effective as of the date on which his successor joins the Company, which is expected to occur on October 28, 2024. Following that date, Dr. Fisher will remain employed by the Company as Senior Scientific Advisor through December 31, 2024. From December 31, 2024, until December 31, 2025, Dr. Fisher will serve as a consultant to the Company providing transitional services and serving in a scientific advisory role. Dr. Fisher’s retirement and pending departure from the Company was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with the retirement of Dr. Fisher from his position as Chief Scientific Officer, the Company and Dr. Fisher entered into a Consulting Agreement, dated October 15, 2024 (the “Consulting Agreement”), that goes into effect as of December 31, 2024. Pursuant to the terms of the Consulting Agreement, Dr. Fisher will remain available to the Company on an advisory basis through December 31, 2025, in exchange for continued vesting through December 31, 2025, of all equity awards through held by Dr. Fisher as of December 31, 2024. In addition, the Consulting Agreement provides that if the parties mutually agree to have Dr. Fisher perform services on a project basis, he will be paid an hourly rate for such services. Dr. Fisher continues to be bound by the terms and conditions of the confidentiality and proprietary rights agreement executed in connection with his employment with the Company.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the Consulting Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Appointment of Chief Scientific Officer
On October 15, 2024, the Company announced the appointment of Paige Mahaney, Ph.D. as its Chief Scientific Officer, effective as of October 28, 2024.
Dr. Mahaney joins the Company from Exelixis, Inc. (“Exelixis”), where she most recently served as senior vice president and corporate head of drug discovery and was responsible for the strategy and execution of Exelixis’s drug discovery portfolio and advancing the early clinical pipeline. Prior to joining Exelixis in June 2021, she served in various scientific leadership roles at Boehringer Ingelheim Pharmaceuticals, Inc. from June 2009 to May 2021, where she focused on pipeline expansion and discovery, most recently in a multi-faceted role as senior vice president, global head of biotherapeutics discovery and discovery research site head. Earlier in her career, Dr. Mahaney held scientist roles at Hoffman-La Roche, Inc. from October 1995 to May 2002 and at Wyeth Pharmaceuticals from June 2002 to June 2009. Dr. Mahaney received her B.S. in chemistry from Guilford College and her Ph.D. in organic chemistry from the Massachusetts Institute of Technology (MIT).
In connection with Dr. Mahaney’s appointment, she will receive an annual base salary of $510,000, a sign-on bonus of $150,000, a relocation allowance of up to $75,000, and an opportunity to earn a performance bonus of up to 40% of her base salary per year. To earn the performance bonus, Dr. Mahaney must be employed by the Company for the entire preceding calendar year.
Further, as a material inducement to Dr. Mahaney’s acceptance of employment with the Company, the Company has agreed to grant to Dr. Mahaney an option to purchase up to 345,600 shares of the Company’s common stock at the exercise price equal to the last reported price of the Company’s stock on the Nasdaq Stock Market on the effective date of her commencement of employment, with 25% of the option shares vesting on the first anniversary of Dr. Mahaney’s employment start date and the balance vesting in equal monthly installments over the next three years, subject to her continued service with the Company through each vesting date. The grant is being made pursuant to a stand-alone inducement award agreement outside of the 2020 Stock Option and Incentive Plan as a material inducement to Dr. Mahaney’s acceptance of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).
Dr. Mahaney will also receive restricted stock units (“RSUs”) for 76,800 shares of the Company’s common stock, such RSUs to vest in equal annual installments over a period of four years subject to Dr. Mahaney 's continued service with the Company through each vesting date. Dr. Mahaney will also enter into an employment agreement with the Company in substantially the form filed as Exhibit 10.7 to the Company’s registration statement on Form S-1 on September 10,
2020 (the “Registration Statement”), which is incorporated herein by reference, and an indemnification agreement with the Company in substantially the form filed as Exhibit 10.6 to the Registration Statement, which is also incorporated herein by reference.
There are no family relationships between Dr.
Mahaney and any of the Company’s directors or executive officers. In addition, Dr. Mahaney is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on October 15, 2024, announcing Dr. Mahaney’s appointment. The press release is attached hereto as Exhibit 99.1. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | 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 thereunto duly authorized.
| C4 Therapeutics, Inc. | ||||||||
Date: October 15, 2024 | By: | /s/ Jolie M. Siegel | ||||||
| Jolie M. Siegel | ||||||||
| Chief Legal Officer | ||||||||
REDACTED
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Exhibit 99.1
C4 Therapeutics Appoints Paige Mahaney, Ph.D., as Chief Scientific Officer and Announces Retirement of Stewart Fisher, Ph.D.
Mahaney Brings More Than 25 Years of Pharmaceutical and Biotech Experience Overseeing Drug Discovery and Expansion of Leading Discovery and Clinical Portfolios
Fisher Will Serve as Senior Scientific Advisor Until December 31, 2024
WATERTOWN, Mass., October 15, 2024 (GLOBE NEWSWIRE) -- C4 Therapeutics, Inc. (C4T) (Nasdaq: CCCC), a clinical-stage biopharmaceutical company dedicated to advancing targeted protein degradation science, today announced the appointment of Paige Mahaney, Ph.D. as the company’s chief scientific officer (CSO), effective October 28, 2024, following the decision of Stewart (Stew) Fisher, Ph.D. to retire and pursue personal interests. Dr. Fisher will serve as senior scientific advisor through the end of 2024 and as a consultant to C4T through the end of 2025.
“We are excited to welcome Paige and look forward to utilizing her deep experience in expanding clinical portfolios at some of the world’s most prominent pharmaceutical organizations. Her expertise in leading innovation and pushing the boundaries of what’s possible with existing modalities, including degraders, will be instrumental as we look to further investigate the promise of targeted protein degradation,” said Andrew Hirsch, president and chief executive officer of C4 Therapeutics. “I would like to express profound gratitude to Stew for his contributions to both C4 Therapeutics and the entire targeted protein degradation field where he catalyzed research that is helping advance new therapies toward patients. Stew’s leadership over the past eight years has helped C4T build an exceptional platform that positions us to continue our evolution toward becoming a fully integrated biopharmaceutical company.”
“As I closely followed the targeted protein degradation field and its exciting advances in recent years, I was drawn to C4T because of the demonstrated ability of the TORPEDO® platform to consistently deliver highly catalytic, orally bioavailable degrader candidates across a wide range of target classes that have the potential to transform how medicine is practiced,” said Dr. Mahaney. “I am thrilled to join C4 Therapeutics at this exciting time as we focus on opportunities to leverage our innovative science and further extend our leadership in targeted protein degradation science.”
Dr. Mahaney’s experience in pharmaceutical executive leadership spans more than 25 years, with multidisciplinary expertise in discovery research and development along with successfully building clinical portfolios across a wide range of disease indications and treatment modalities. Most recently, she served as senior vice president and corporate head of drug discovery at Exelixis, Inc., where she was responsible for the strategy and execution of the company’s drug discovery portfolio as well as advancing the early clinical pipeline. In just over three years at Exelixis, she built the discovery team and a state-of-the-art discovery platform while advancing multiple candidates toward investigational new drug applications and clinical trials, including a USP-1 inhibitor, XL309, and XL495, a PKMYT1 inhibitor. Prior to Exelixis, she spent over 10 years at Boehringer Ingelheim Pharmaceuticals, Inc. focused on pipeline expansion and discovery in positions including senior vice president, global head of biotherapeutics discovery and discovery research site head; senior vice president, head of small molecule discovery and discovery research site head; and vice president, head of small molecule discovery. While at Boehringer Ingelheim, Dr. Mahaney’s teams were responsible for delivering drug candidates to the
company’s global clinical portfolio, including several investigational assets in oncology, immunology, cardiometabolic, inflammation and respiratory and orphan diseases, many of which have received FDA regulatory pathways including accelerated approval or breakthrough therapy designation. These include important contributions to the advancement of Spevigo®, a first-in-class IL36R blocking antibody for generalized pustular psoriasis; BI 764532, a first-in-class bi-specific T-Cell engager for neuroendocrine carcinomas and small cell lung carcinoma; and avenciguat, a small molecule activator of soluble guanyl cyclase for systemic sclerosis. Earlier in her career, she held scientist roles in medicinal chemistry at Hoffman-La Roche, Inc. and Wyeth Pharmaceuticals. She received her B.S. in chemistry from Guilford College and her Ph.D. in organic chemistry from the Massachusetts Institute of Technology (MIT).
Throughout his distinguished career, Dr. Fisher has dedicated himself, in academic and industry capacities, to identifying and discovering compounds to help advance treatments for patients. He joined C4T in 2016 and has served as the company’s CSO since 2018. While at C4T, he supported the development and evolution of the company’s TORPEDO® platform and led the development of a library of over 10,000 Cereblon ligands constructed from over 200 unique scaffolds. Dr. Fisher has spearheaded the identification, characterization and optimization of novel, selective, orally bioavailable BiDAC™ and MonoDAC™ degraders that have resulted in a total of six development candidates across a wide range of target classes delivered to C4T’s clinical pipeline or a collaboration partner. Under his leadership, C4T has advanced three novel degraders into the clinic and partnered with global pharmaceutical companies to further extend the reach of targeted protein degradation.
“It has been my honor to work alongside talented professionals at C4 Therapeutics to quickly advance the field of targeted protein degradation and bring several degraders into the clinic,” said Stew Fisher, Ph.D. “As I look forward to this exciting chapter of my personal life, I am also excited about the future of C4 Therapeutics with Paige’s leadership and innovation in place to help ensure our science will continue to push the boundaries of scientific discovery to positively impact patients.”
About C4 Therapeutics C4 Therapeutics (C4T) (Nasdaq: CCCC) is a clinical-stage biopharmaceutical company dedicated to delivering on the promise of targeted protein degradation science to create a new generation of medicines that transforms patients’ lives. C4T is progressing targeted oncology programs through clinical studies and leveraging its TORPEDO® platform to efficiently design and optimize small-molecule medicines to address difficult-to-treat diseases. C4T’s degrader medicines are designed to harness the body’s natural protein recycling system to rapidly degrade disease-causing proteins, offering the potential to overcome drug resistance, drug undruggable targets and improve patient outcomes. For more information, please visit www.c4therapeutics.com.
Forward-Looking Statements
This press release contains “forward-looking statements” of C4 Therapeutics, Inc. within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but may not be limited to, express or implied statements regarding our ability to develop potential therapies for patients; the design and potential efficacy of our therapeutic approaches; the predictive capability of our TORPEDO® platform in the development of novel, selective, orally bioavailable BiDAC™ and MonoDAC™ degraders; and our ability to fund our future operations. Any forward-looking statements in this press release are based on management’s current expectations and beliefs of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: uncertainties related to the initiation, timing, advancement and conduct of preclinical and clinical studies and other development requirements for our product candidates; the risk that any one or more of our product candidates will cost more to develop or may not be successfully developed and commercialized; and the risk that the results of preclinical studies and/or
clinical trials will or will not be predictive of results in connection with future studies or trials. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in C4 Therapeutics’ most recent Annual Report on Form 10-K and/or Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release and C4 Therapeutics undertakes no duty to update this information unless required by law.
Contacts:
Investors:
Courtney Solberg
Senior Manager, Investor Relations
CSolberg@c4therapeutics.com
Investors:
Courtney Solberg
Senior Manager, Investor Relations
CSolberg@c4therapeutics.com
Media:
Loraine Spreen
Senior Director, Corporate Communications & Patient Advocacy
LSpreen@c4therapeutics.com
Loraine Spreen
Senior Director, Corporate Communications & Patient Advocacy
LSpreen@c4therapeutics.com