Form 8-K - Current report

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): October 10, 2023

Fusion Pharmaceuticals Inc.

(Exact name of Registrant as Specified in Its Charter)


Canada	001-39344	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

270 Longwood Rd., S.
Hamilton, Ontario, Canada		L8P 0A6
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (289) 799-0891

(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:

☐ 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
Common shares, no par value per share	FUSN	The NASDAQ Global Select Market

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.

(b) On October 10, 2023, Johan Christenson, Ph.D., Chau Khuong and Heather Preston, M.D. each informed Fusion Pharmaceuticals Inc. (the “Company”) that he or she would resign as a director of the Board of Directors of the Company (the “Board”) effective on October 16, 2023. None of Dr. Christenson, Dr. Preston or Mr. Khuong’s respective resignations was caused by any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Dr. Preston will continue to serve as an observer to the Board through the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”). She will have the right to receive Board materials and attend Board meetings but no right to vote on any matter to come before the Board. For her services as an observer, (1) Dr. Preston’s options shall continue to vest through the 2024 Annual Meeting, (2) she will receive $20,000, to be paid quarterly, and (3) she will receive reimbursement of reasonable travel expenses for purposes of attending Board meetings.

(d) On October 10, 2023, upon recommendation of the Nominating and Corporate Governance Committee of the Board, the Board elected each of Jeremy Bender, Ph.D., MBA, Teresa Bitetti, MBA and David Meek to serve as a director, effective October 16, 2023, until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

Since September 2020, Dr. Bender has served as Chief Executive Officer and a member of the board of Day One Biopharmaceuticals, Inc. (“Day One”), a biotechnology company focused on developing new medicines for patients of all ages living with cancer. Prior to joining Day One, Dr. Bender was Vice President of Corporate Development at Gilead Sciences from March 2018 to September 2020. Prior to this, he held several leadership positions in biotechnology companies, including Chief Operating Officer of Tizone Therapeutics from July 2015 to March 2018; Chief Business Officer of Sutro Biopharma from October 2012 to July 2015; and Vice President of Corporate Development at Allos Therapeutics from January 2006 to September 2012. Dr. Bender began his career in the life sciences practice at Boston Consulting Group, a management consulting company. Dr. Bender also sits on the board of Mereo BioPharma as an independent board member. He holds a B.S. in Biological Sciences from Stanford University, a Ph.D. in Microbiology and Immunology from the University of Colorado, and an M.B.A. from the MIT Sloan School of Management.

Since April 2019, Ms. Bitetti has served as President of the Global Oncology Business Unit at Takeda Pharmaceutical Company (“Takeda”), a large public biopharmaceutical company. Prior to joining Takeda, from 1996 to 2019, Ms. Bitetti held various roles of increasing responsibility at Briston-Myers Squibb Company (“BMS”), a large public biopharmaceutical company, including as Senior Vice President and Head of Worldwide Oncology Commercialization. While at BMS, she also served as Senior Vice President and Head of U.S. Oncology where she managed the launch of Opdivo™; as President and General Manager of BMS Canada; and Worldwide Head of the BMS Virology business. Prior to BMS, Ms. Bitetti also held various roles of increasing responsibility at Mobil Oil Corporation. Ms. Bitetti holds an M.B.A. from the Darden School of Business at the University of Virginia, and a B.A. from Wellesley College.

Mr. Meek previously served as Chief Executive Officer and as a member of the board of Mirati Therapeutics, Inc. from September 2021 to August 2023. He also previously served as President, Chief Executive Officer and a board member of FerGene, Inc. from January 2020 to March 2021. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and board member of Ipsen, a public company based in France. Prior to joining Ipsen, Mr. Meek held executive leadership roles, including serving as Executive Vice President and President of Oncology, at Baxalta Incorporated from 2014 to 2016 leading up to the company’s acquisition by Shire, and serving as Chief Commercial Officer of Endocyte, Inc. from 2012 to 2014. He also served in executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology from 2005 to 2012, after beginning his career at Johnson & Johnson, Inc. and Janssen Pharmaceuticals, Inc. from 1989 to 2004. Mr. Meek served on the boards of Pharmaceutical Research and Manufacturers of America and European Federation of Pharmaceutical Industries and Associations. He currently serves on the board of directors of uniQure N.V., and from June 2019 to July 2022, he served on the board of directors of Entasis Therapeutics Inc. until its acquisition by Innoviva, Inc. Mr. Meek holds a B.A. from the University of Cincinnati.

Each of Dr. Bender, Ms. Bitetti and Mr. Meek will be entitled to receive compensation for his or her board service as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy. As a non-employee director, each of Dr. Bender, Ms. Bitetti and Mr. Meek will be entitled to an initial option to purchase 34,000 common shares of the Company. In addition, each of Dr. Bender, Ms. Bitetti and Mr. Meek will receive an annual cash retainer of $40,000 as a member of the Board. Each of Dr. Bender, Ms. Bitetti and Mr. Meek will also receive additional annual option awards to purchase 17,000 common shares of the Company, subject to his or her continued service on the Board.

The Company expects to enter into an indemnification agreement with each of Dr. Bender, Ms. Bitetti and Mr. Meek which is substantially the same form as that entered into with other directors of the Company. There are no other arrangements or understandings between Dr. Bender, Ms. Bitetti, Mr. Meek and any other persons pursuant to which he or she was selected as a director, and none of Dr. Bender, Ms. Bitetti or Mr. Meek has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

99.1		Press release issued by Fusion Pharmaceuticals Inc., dated October 16, 2023

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 hereunto duly authorized.


	Fusion Pharmaceuticals Inc.

Date: October 16, 2023	By:	/s/ Maria Stahl
		Maria Stahl
		Chief Legal Officer

Exhibit 99.1

Fusion Pharmaceuticals Appoints Life Science Industry Leaders Jeremy Bender, Teresa Bitetti and David Meek to its Board of Directors

Hamilton, ON & Boston, MA, October 16, 2023 – Fusion Pharmaceuticals Inc. (Nasdaq: FUSN), a clinical-stage oncology company focused on developing next-generation radiopharmaceuticals as precision medicines, announced the appointment of Jeremy Bender, Ph.D., M.B.A., Teresa Bitetti, M.B.A., and David Meek to its Board of Directors, effective today.

“We are excited to welcome Jeremy, Teresa and David to Fusion’s Board of Directors, each bringing an exceptional breadth of experience and track record of success in oncology drug development, business development and commercialization. Their experiences introducing innovative therapies to cancer patients as leaders of top-tier oncology companies will be invaluable as we advance our pipeline, particularly our lead program FPI-2265, which is on track to be the first actinium-based PSMA targeted alpha therapy (TAT) to market,” said Fusion Chief Executive Officer John Valliant, Ph.D. “Fusion is undergoing an exciting evolution to a later stage radiopharmaceutical company and with these appointments we are transforming our Board to maximize the value generation of our strategy.”

Dr. Bender, Ms. Bitetti and Mr. Meek succeed Johan Christenson, Ph.D., Chau Khuong and Heather Preston, M.D., who will step down from Fusion’s Board effective today.

“I want to thank Johan, Chau and Heather for their significant contributions and unwavering support that enabled Fusion to become a vertically integrated radiopharmaceutical company with a deep clinical-stage pipeline and a proprietary radiopharmaceutical manufacturing facility,” Dr. Valliant said.

Dr. Jeremy Bender is currently Chief Executive Officer of Day One Biopharmaceuticals, a clinical-stage biopharmaceutical company focused on pediatric cancer. Previously, Dr. Bender served as Vice President of Corporate Development at Gilead Sciences, overseeing acquisitions, partnerships and investments. He also served as Chief Operating Officer at Tizona Therapeutics, Chief Business Officer at Sutro Biopharma, and Vice President of Corporate Development at Allos Therapeutics, and began his career at Boston Consulting Group in the life sciences practice. He currently sits on the Board of Mereo BioPharma as an Independent Board Member. Dr. Bender holds a B.S. in Biological Sciences from Stanford University, a Ph.D. in Microbiology and Immunology from the University of Colorado and an M.B.A. from the MIT Sloan School of Management.

Ms. Teresa Bitetti currently serves as President of the Global Oncology Business Unit of Takeda. Previously, Ms. Bitetti held various roles of increasing responsibility at Bristol-Myers Squibb Company (BMS), including as Senior Vice President, Head of Worldwide Oncology Commercialization. At BMS, she also served as Senior Vice President and Head of the U.S. Oncology business, President and General Manager of BMS Canada, and Worldwide Head of the BMS Virology business. Before BMS, Ms. Bitetti also held various roles of increasing responsibility at Mobil Oil Corporation. Ms. Bitetti currently serves on the board of Osmol Therapeutics as an independent director. Ms. Bitetti holds a B.A. from Wellesley College and an M.B.A. from the Darden School of Business at the University of Virginia.

Mr. David Meek most recently served as Chief Executive Officer and Member of the Board of Directors of Mirati Therapeutics. Prior to this role, he served as the President, CEO and Board Member of FerGene and CEO and Board Member of Ipsen. Mr. Meek was previously an Executive Vice President and President of Oncology at Baxalta Incorporated in the leadup to the acquisition by Shire and Chief Commercial Officer of Endocyte, and he held executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology. Mr. Meek has served on the boards of Pharmaceutical

Research & Manufacturers of America and European Federation of Pharmaceutical Industries & Associations. He currently serves on the Board of Directors of uniQure N.V. and previously served on the Board of Directors of Entasis Therapeutics (acquired by Innoviva). Mr. Meek holds a B.A. from the University of Cincinnati.

About Fusion

Fusion Pharmaceuticals is a clinical-stage oncology company focused on developing next-generation radiopharmaceuticals as precision medicines. Fusion connects alpha particle emitting isotopes to various targeting molecules to selectively deliver the alpha emitting payloads to tumors. Fusion's clinical portfolio includes: FPI-2265 targeting prostate specific membrane antigen (PSMA) for metastatic castration resistant prostate cancer currently in a Phase 2 trial; FPI-1434 targeting insulin-like growth factor 1 receptor currently in a Phase 1 trial; and FPI-2059, a small molecule targeting neurotensin receptor 1 (NTSR1), currently in a Phase 1 trial. In addition to a robust proprietary pipeline, Fusion has a collaboration with AstraZeneca to jointly develop novel targeted alpha therapies (TATs) and combination programs between Fusion's TATs and AstraZeneca's DNA Damage Response Inhibitors (DDRis) and immuno-oncology agents. The Company recently received IND clearance for FPI-2068, the first novel TAT under the collaboration, which targets EGFR-cMET. Fusion has also entered into a collaboration with Merck to evaluate FPI-1434 in combination with Merck's KEYTRUDA® (pembrolizumab) in patients with solid tumors expressing IGF-1R. To support Fusion's growing pipeline of TATs, the Company has signed strategic actinium supply agreements with TRIUMF, Niowave, Inc. and BWXT Medical.

Contact:

Amanda Cray
Senior Director of Investor Relations & Corporate Communications
(617) 967-0207
cray@fusionpharma.com

Document and Entity Information	Oct. 10, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 10, 2023
Entity Registrant Name	Fusion Pharmaceuticals Inc.
Entity Incorporation State Country Code	Z4
Entity File Number	001-39344
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0001805890
Entity Address, Address Line One	270 Longwood Rd., S.
Entity Address, City or Town	Hamilton
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	L8P 0A6
City Area Code	289
Local Phone Number	799-0891
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common shares, no par value per share
Trading Symbol	FUSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false