Current Report Filing (8-k)
August 13 2020 - 4:35PM
Edgar (US Regulatory)
0001377121
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0001377121
2020-08-11
2020-08-11
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iso4217:USD
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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
Date of Report (Date of earliest event reported): August 11, 2020
PROTAGONIST THERAPEUTICS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-37852
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98-0505495
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Protagonist Therapeutics, Inc.
7707 Gateway Blvd., Suite 140
Newark, California 94560-1160
(Address of principal executive offices,
including zip code)
(510) 474-0170
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report.)
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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.00001
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PTGX
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The Nasdaq Stock Market LLC
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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 x
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.
On August 11, 2020, Chaitan Khosla, Ph.D.
resigned from his position as a member of the Board of Directors (the “Board”) of Protagonist Therapeutics,
Inc. (the “Company”) and as a member of the Nominating and Corporate Governance Committee of the Board
(the “Nominating Committee”). Dr. Khosla’s resignation was not due to any disagreement with the
Company.
On August 12, 2020, on the recommendation
of the Nominating Committee, the Board appointed Sarah O’Dowd to serve as a Class II director of the Company until the Company’s
2021 Annual Meeting of Stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation
or removal. The Board has affirmatively determined that Ms. O’Dowd is an independent director pursuant to Nasdaq’s
governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended.
There were no arrangements or understandings
between Ms. O’Dowd and any other persons pursuant to which she was selected as a director, and there are no related person
transactions (within the meaning of Item 404(a) of Regulation S-K or 5.02(d) of Form 8-K) between Ms. O’Dowd and the Company
required to be disclosed herein.
Pursuant to the Company’s Non-Employee
Director Compensation Policy (the “Policy”), Ms. O’Dowd will receive annual cash compensation in
the amount of $40,000 for her service on the Board. All amounts will be paid in quarterly installments in which service occurred,
prorated for months of partial service. In connection with her election to the Board and pursuant to the Policy, Ms. O’Dowd
will be granted an option to purchase 30,000 shares of common stock of the Company, which will vest in 36 equal monthly installments,
subject to Ms. O’Dowd’s continuous service as a member of the Board. Pursuant to the Policy, Ms. O’Dowd will
also be eligible to receive annual option grants to purchase an additional 15,000 shares of common stock of the Company on the
date of each annual meeting of stockholders of the Company, which options will vest at the earlier of (i) one year or (ii) the
next annual meeting of stockholders.
As of the time of the filing of this Current
Report on Form 8-K, the Board has not determined to which committees, if any, Ms. O’Dowd will be appointed. If Ms. O’Dowd
is appointed to serve on a committee of the Board, she will be entitled to additional cash compensation in connection with such
additional service.
The Company will enter into an indemnification
agreement with Ms. O’Dowd for her service as a director of the Company, consistent with the form of the Company’s indemnification
agreement entered into with its other directors.
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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Protagonist Therapeutics, Inc.
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Dated: August 13, 2020
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By:
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/s/ Don Kalkofen
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Don Kalkofen
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Chief Financial Officer
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