6-K

Legend Biotech Corp (LEGN)

6-K 2025-08-18 For: 2025-08-18
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Added on April 07, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 18, 2025

Commission File Number: 001-39307

Legend Biotech Corporation (Translation of registrant's name into English)

2101 Cottontail LaneSomerset, New Jersey 08873 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ X ]      Form 40-F [   ]

Legend Biotech Appoints Carlos Santos as Chief Financial Officer

On August 18, 2025, Legend Biotech Corporation announced the appointment of Carlos Santos as the Company’s Chief Financial Officer (“CFO”).  Mr. Santos will also serve as the Company’s principal financial officer and principal accounting officer, each effective as of August 18, 2025. Mr. Santos assumes the role from Jessie Yeung, who has served as the interim CFO since January 2025.

Prior to joining Legend Biotech, Mr. Santos was CFO for US Oncology at AstraZeneca. During his decade-long tenure at AstraZeneca, he also served as the Acting Area Vice President for Latin America (LATAM) and the Area CFO for LATAM. He also spent 6 years at Alcon, a division of Novartis, where he held CFO roles for European markets and Brazil. For nearly a decade, Mr. Santos held financial leadership positions at Intel Corporation in Europe and Latin America. Mr. Santos earned his MBA in Corporate Finance from the University of Bristol in the United Kingdom.

There is no arrangement or understanding between Mr. Santos and any other person pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Santos and the Company that would require disclosure, and there is no family relationship between Mr. Santos and any of the Company’s directors or other executive officers.

The press release announcing the appointment of Mr. Santos as CFO is attached to this Form 6-K as Exhibit 99.1.

Employment Agreement with Chief Financial Officer

In connection with Mr. Santos’s appointment as CFO, he entered into an employment agreement (the “Employment Agreement”) with the Company setting forth the terms of his employment, effective as of August 18, 2025.

Pursuant to the Employment Agreement, Mr. Santos’s annual base salary is $500,000 and Mr. Santos is eligible for a discretionary annual cash bonus with a target of 45% (the “CFO Annual Bonus”) of his then-current base salary (the “CFO Target Amount”). In addition, commencing in fiscal year 2026, Mr. Santos may be eligible to receive an annual equity grant of restricted stock units (“Annual RSUs”) with a grant date fair market value target anticipated to be at least $1 million, with the actual target amount to be determined by the compensation committee (the “Compensation Committee”) of the Company’s board of directors (the “Board”) in good faith. Mr. Santos’s eligibility for the CFO Annual Bonus of up to 45% of his base salary and the Annual RSUs will be based upon his performance, business conditions at Legend Biotech, and the terms of any applicable bonus plan and/or Restricted Share Plan and, to the extent required by the Compensation Committee or the Board, the achievement of performance targets as established by the Board or the Compensation Committee.

Pursuant to the terms of the Employment Agreement, Mr. Santos’s employment is at will and may be terminated at any time by the Company. If Mr. Santos’s employment is terminated without Cause (as defined in the Employment Agreement) or by Mr. Santos for Good Reason (as defined in the Employment Agreement) in either case not in connection with a Change in Control (as defined in the Employment Agreement), then Mr. Santos would be eligible to receive the following severance benefits, less applicable taxes withholdings (the “CFO Non-CIC Severance Benefits”):

  • payment of Mr. Santos’s then-current base salary in accordance with normal payroll procedures for 12 months;

  • payment of Mr. Santos’s annual bonus earned for the year prior to the year in which her termination occurs if unpaid as of the Date of Termination as defined in the Employment Agreement), calculated based on the attainment of applicable corporate performance metrics and, with respect to individual metrics, the average of Mr. Santos’s individual performance ratings over the two years prior to such performance year (the “CFO Prior Year Bonus”);

  • a pro-rated portion of Mr. Santos’s Target Amount for the year in which the Date of Termination occurs, without regard to whether service or performance metrics or ratings have been established or achieved (whether corporate or individual) (the “CFO Pro Rata Bonus”);

  • payment or reimbursement of continued health coverage for Mr. Santos and her dependents under COBRA for up to 12 months;

  • with respect to equity awards granted to Mr. Santos, that portion of any equity awards held by Mr. Santos that would have vested during the 12-month period following Mr. Santos’s Date of Termination shall be accelerated, such that such then-unvested equity awards immediately vest and become fully exercisable or non-forfeitable without regard to any performance-based requirements, but only so long as any applicable corporate performance goals are achieved; and

  • the post-termination exercise period attributable to any stock options will extend to 12 months from Mr. Santos’s Date of Termination.

Under the Employment Agreement, if Mr. Santos’s employment is terminated by the Company without Cause or if Mr. Santos resigns for Good Reason, in either case within 3 months before or 18 months following the effective date of a Change in Control, then Mr. Santos would be entitled to the following severance benefits, less applicable tax withholding (the “CFO CIC Severance Benefits,” together with the Non-CIC Severance Benefits, the “CFO Severance Benefits”):

  • payment of her then-current base salary in accordance with normal payroll procedures for 18 months;

  • the CFO Prior Year Bonus if unpaid as of the Date of Termination;

  • the CFO Pro Rata Bonus;

  • payment of the CFO Target Amount for the year in which the Date of Termination occurs;

  • payment or reimbursement of continued health coverage for Mr. Santos and her dependents under COBRA for up to 18 months;

  • all equity awards held by Mr. Santos shall be accelerated, such that such then-unvested equity awards immediately vest and become fully exercisable or non-forfeitable as of the Date of Termination without regard to any performance-based requirements; and

  • if the options are assumed or converted, the post-termination exercise period attributable to any stock option shall be extended to 18 months from the Date of Termination.

Payment of the CFO Severance Benefits is subject to Mr. Santos signing and delivering to the Company a separation agreement containing a general release of claims in favor of the Company. Under the Employment Agreement, if Mr. Santos’s employment is terminated for Cause or Mr. Santos resigns without Good Reason, Mr. Santos will not receive any CFO Severance Benefits.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified by reference to the full text of each Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ending December 31, 2025.This report on Form 6-K, including Exhibit 99.1, is hereby incorporated herein by reference in the registration statements of the Company on Form F-3 (Registration Nos. 333-278050, 333-272222, and 333-257625) and Form S-8 (Registration Nos. 333-239478 and 333-283217), to the extent not superseded by documents or reports subsequently filed.

EXHIBIT INDEX

Exhibit Title
99.1 Press Release, dated August 18, 2025

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.

Legend Biotech Corporation
(Registrant)
Date: August 18, 2025 /s/ Ying Huang
Ying Huang, Ph.D.
Chief Executive Officer

EdgarFiling EXHIBIT 99.1

Legend Biotech Appoints Carlos Santos as Chief Financial Officer

SOMERSET, N.J., Aug. 18, 2025 (GLOBE NEWSWIRE) -- Legend Biotech Corporation (NASDAQ: LEGN) (Legend Biotech), a global leader in cell therapy, today announced the appointment of Carlos Santos as the Company’s Chief Financial Officer, effective immediately. Mr. Santos assumes the role from Jessie Yeung, who has served as the interim CFO since January 2025.

Mr. Santos is a seasoned finance executive who has led financial operations in the pharmaceutical and technology sectors across the United States, Latin America, Europe, the Middle East, and Africa. At Legend, he will oversee financial operations to work to ensure a robust balance sheet and achieve and maintain profitability.

“On behalf of the Company, I am pleased to welcome Carlos to the Legend executive team,” said Ying Huang, Ph.D., Chief Executive Officer of Legend Biotech. “His deep financial expertise and operational acumen will be invaluable as we continue to drive the success of CARVYKTI^®^, our CAR-T cell therapy franchise, and attain companywide profitability in 2026. I also want to thank Jessie for her outstanding leadership and significant contributions in guiding our finance organization over the last seven months.”

Prior to joining Legend Biotech, Mr. Santos was CFO for US Oncology at AstraZeneca. During his decade-long tenure at AstraZeneca, he also served as the Acting Area Vice President for Latin America (LATAM) and the Area CFO for LATAM. He also spent 6 years at Alcon, a division of Novartis, where he held CFO roles for European markets and Brazil. For nearly a decade, Mr. Santos held financial leadership positions at Intel Corporation in Europe and Latin America.

“I am honored to join Legend Biotech at a pivotal moment in its global development and growth,” said Mr. Santos. “Legend has established itself as a leader in cell therapy innovation, and I look forward to working alongside this talented executive team to continue building on the Company’s strong foundation. Together, we will focus on driving financial discipline, supporting the continued success of commercial CAR-T cell therapy, and advancing the Company’s mission of forging a path where cancer and intractable diseases are curable.”

Mr. Santos earned his MBA in Corporate Finance from the University of Bristol in the United Kingdom.

About Legend Biotech With over 2,800 employees, Legend Biotech is the largest standalone cell therapy company and a pioneer in treatments that change cancer care forever. The company is at the forefront of the CAR-T cell therapy revolution with CARVYKTI^®^, a one-time treatment for relapsed or refractory multiple myeloma, which it develops and markets with collaborator Johnson & Johnson. Centered in the US, Legend is building an end-to-end cell therapy company by expanding its leadership to maximize CARVYKTI’s patient access and therapeutic potential. From this platform, the company plans to drive future innovation across its pipeline of cutting-edge cell therapy modalities.

Learn more at www.legendbiotech.com, and follow us on X (formerly Twitter) and LinkedIn.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSStatements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to Legend Biotech’s strategies and objectives; statements relating to CARVYKTI^®^, including Legend Biotech’s expectations for CARVYKTI^®^ and its commercial potential; statements related to Legend Biotech’s ability to achieve profitability in 2026 and execute on its strategy, including efforts to ensure a robust balance sheet and maintain profitability ; and the potential benefits of Legend Biotech’s product candidates. The words “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 identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors. Legend Biotech’s expectations could be affected by, among other things, uncertainties involved in the development of new pharmaceutical products; unexpected clinical trial results, including as a result of additional analysis of existing clinical data or unexpected new clinical data; unexpected regulatory actions or delays, including requests for additional safety and/or efficacy data or analysis of data, or government regulation generally; unexpected delays as a result of actions undertaken, or failures to act, by our third party partners; uncertainties arising from challenges to Legend Biotech’s patent or other proprietary intellectual property protection, including the uncertainties involved in the U.S. litigation process; government, industry, and general product pricing and other political pressures; as well as the other factors discussed in the “Risk Factors” section of Legend Biotech’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 11, 2025 and Legend Biotech’s other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release as anticipated, believed, estimated or expected. Any forward-looking statements contained in this press release speak only as of the date of this press release. Legend Biotech specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

INVESTOR CONTACT: Jessie Yeung Tel: (732) 956-8271 jessie.yeung@legendbiotech.com

PRESS CONTACT: Mary Ann Ondish Tel: (914) 552-4625 media@legendbiotech.com