IONS 8-K
Ionis Pharmaceuticals Inc (IONS)
8-K
2026-03-09
For: 2026-03-03
View Original
Added on
April 07, 2026
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 3, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760 ) 931-9200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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“
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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 (Section 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
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.
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(b) Departure of B. Lynne Parshall from the Board of Directors
On March 3, 2026, B. Lynne Parshall, a member of the Board of Directors (“Board”)
of Ionis Pharmaceuticals, Inc. (the “Company”), and member of the Compliance Committee and Finance Committee of the Board, notified the Company that she
will be retiring from the Board at the end of her current term and not seeking re-election at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual
Meeting”). Ms. Parshall has been a valued member of the Company’s Board for over 25 years, in addition to serving as the Company’s Chief Operating Officer, Chief Financial Officer and in various executive roles for over 26 years. The
Company thanks Ms. Parshall for her leadership and advice as a former executive officer and Board member.
(b) Departure of Joseph H. Wender from the Board of Directors
On March 3, 2026, Joseph H. Wender, the Lead Independent Director of the Company’s Board, and member of the Compensation Committee, Finance Committee, and Nominating,
Governance and Review Committee of the Board, notified the Company that he will be retiring from the Board at the end of his current term and not seeking re-election at the 2026 Annual Meeting. Mr. Wender has been a valued member of the Company’s
Board for over 32 years, providing exemplary service and many important contributions to the Company during his tenure on the Board. The Company thanks Mr. Wender for his dedicated service to the Company and leadership on the Board.
(d) Appointment of Peter N. Reikes to the Board of Directors
On March 9, 2026, the Company issued a press release announcing that Peter N. Reikes will be rejoining the Company’s Board on June 4, 2026.
Most recently, Mr. Reikes was senior strategy advisor with the Advanced Research Projects Agency for Health from December 2024 to February 2026, which he joined after
serving for over three years as senior advisor to the U.S. Food and Drug Administration (“FDA”). Prior to that, he served as a vice chairman in the
investment banking division at Stifel, Nicolaus & Company, Incorporated. Over the course of his career, Mr. Reikes has been a director of numerous biotechnology companies and other healthcare-related organizations and previously served as a
member of the Company’s Board from 2018-2021 until stepping down to join the FDA as senior advisor.
There are no arrangements or understandings between Mr. Reikes and any other persons pursuant to which Mr. Reikes will be appointed as a director of the Company.
Mr. Reikes will receive the standard compensation that the Company provides to its non-employee directors consisting of cash compensation and automatic equity grants
as set forth in the Company’s Third Amended Non-Employee Director Compensation Policy filed as an exhibit to the Company’s Annual Report on Form 10-K
filed on February 26, 2026.
In addition, Mr. Reikes will enter into the Company’s standard form of indemnity agreement.
| Item 7.01 |
Regulation FD Disclosure.
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On March 9, 2026, the Company issued a press release announcing that Ms. Parshall and Mr. Wender will be retiring at the end of their
terms in June 2026 and that Mr. Reikes will be rejoining the Company’s Board on June 4, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Press Release dated March 9, 2026.
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Ionis
Pharmaceuticals, Inc.
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Dated: March 9, 2026
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By:
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/s/ Patrick R. O’Neil
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Patrick R.
O’Neil
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Executive Vice President, Chief Legal Officer and General Counsel | |
Exhibit 99.1
Ionis announces changes to Board of Directors
– Lynne Parshall and Joseph Wender to retire
at end of term in June 2026 and Peter Reikes to join Ionis Board –
CARLSBAD, Calif., March 9, 2026 -- Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) today announced upcoming transitions on its Board of Directors. B. Lynne Parshall,
Esq., and Joseph Wender will be retiring at the end of their term and Peter N. Reikes will be rejoining as a director. The changes will be effective June 4, 2026.
Ms. Parshall has served as a director since September 2000. Previously, she served as Ionis’ chief operating officer from December 2007 through December 2017 and as chief
financial officer from June 1994 through December 2012. Ms. Parshall joined Ionis in 1991 and served in various executive roles during her tenure. Mr. Wender has served as a director since January 1994. Mr. Wender joined Goldman, Sachs & Co.
in 1971 and became a general partner of that firm in 1982, where he headed the Financial Institutions Group for over a decade. Since January 2008, he has been a senior consultant to Goldman Sachs & Co. Mr. Wender has served as Ionis’ lead
independent director since 2020. Both Ms. Parshall and Mr. Wender are recipients of the Ionis Career Achievement Award, which recognizes individuals who have made the most significant contributions to the company.
“We thank Lynne and Joe for their distinguished contributions throughout their long tenures – they have both provided valued, expert counsel throughout every significant
moment in Ionis’ journey over the last three decades,” said Joseph Loscalzo, M.D., Ph.D., chairman, Ionis Board of Directors. “I also want to welcome Peter back to the Board. His unique combination of financial and industry experience will be
critical as the company continues through a period of rapid growth and pipeline progress.”
Most recently, Peter Reikes was senior strategy advisor with the Advanced Research Projects Agency for
Health (ARPA-H) from December 2024 to February 2026, which he joined after serving for over three years as senior advisor to the U.S. Food and Drug Administration (FDA). Prior to that, he served as a vice chairman in the Investment
Banking Division at Stifel, Nicolaus & Company, Incorporated. Prior to joining Stifel in 2010, Mr. Reikes spent eleven years at Cowen and Company, LLC, where he was vice chairman and head of Healthcare Investment Banking, and over fourteen
years at PaineWebber Incorporated, where he was a managing director and head of Healthcare Investment Banking. Over the course of his career, Mr. Reikes has been a director of
numerous biotechnology companies and other healthcare-related organizations. Mr. Reikes received his B.A. in Economics from the University of California at Los Angeles and his M.B.A. in Finance from The Wharton School at the University of
Pennsylvania. He previously served as an Ionis director from 2018-2021 and stepped down when he joined the FDA as senior advisor.
“I am grateful to Lynne and Joe for their wisdom, insight and friendship throughout the years – they have played a critical role in helping to shape the innovative, fully
integrated and highly successful biotech company that Ionis is today,” said Brett P. Monia, Ph.D., chief executive officer, Ionis. “I am thrilled to have Peter rejoin the board as he has worked with so many innovative companies in various stages of
development and we welcome his broad financial, industry and regulatory expertise.”
About Ionis Pharmaceuticals, Inc.
For three decades, Ionis has invented medicines that bring better futures to people with serious diseases. Ionis currently has marketed medicines and a leading pipeline
in neurology, cardiometabolic disease and select areas of high patient need. As the pioneer in RNA-targeted medicines, Ionis continues to drive innovation in RNA therapies in addition to advancing new approaches in gene editing. A deep
understanding of disease biology and industry-leading technology propels our work, coupled with a passion and urgency to deliver life-changing advances for patients. To learn more about Ionis, visit Ionis.com and follow us on X (Twitter), LinkedIn and Instagram.
Ionis Forward-looking Statements
This press release includes forward-looking statements regarding Ionis’ business, the therapeutic and commercial potential of our commercial medicines, additional
medicines in development and technologies, and our expectations regarding development and regulatory milestones. Any statement describing Ionis’ goals, expectations, financial or other projections, intentions or beliefs is a forward-looking
statement and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties including those inherent in the process of discovering, developing and commercializing medicines that are safe and effective for
use as human therapeutics, and in the endeavor of building a business around such medicines. Ionis’ forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially
from those expressed or implied by such forward-looking statements. Although Ionis’ forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Ionis. Except
as required by law, we undertake no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements. These and other risks concerning Ionis’ programs are described
in additional detail in Ionis’ annual report on Form 10-K for the year ended December 31, 2025, and most recent Form 10-Q, which are on file with the Securities and Exchange Commission. Copies of these and other documents are available from the
Company. In this press release, unless the context requires otherwise, “Ionis,” “Company,” “we,” “our” and “us” all refer to Ionis Pharmaceuticals and its subsidiaries.
Ionis Pharmaceuticals® is a trademark of Ionis Pharmaceuticals, Inc.
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