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): June 17, 2020

 

Millendo Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35890   45-1472564
(State or other jurisdiction
of incorporation or organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

110 Miller Avenue, Suite 100
Ann Arbor, Michigan
  48104
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (734) 845-9000

 

(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 (see General Instruction A.2. below):

 

¨            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 Stock, par value $0.001 per share   MLND   The Nasdaq Capital Market, LLC

 

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; Compensation Arrangements of Certain Officers.

 

On June 17, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Millendo Therapeutics, Inc. (the “Company”) approved amendments to the Millendo Therapeutics, Inc. (formerly OvaScience, Inc.) 2012 Stock Incentive Plan (the “2012 Plan Amendment”) and the Millendo Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Plan Amendment”, and together with the 2012 Plan Amendment, the “Plan Amendments”). The Plan Amendments, effective June 17, 2020, amend the Company’s 2012 Stock Incentive Plan and 2019 Equity Incentive Plan (together, as amended, the “Plans”). The Plans are designed to promote the interests of the Company and its stockholders by enabling the Company to offer an opportunity to employees and consultants to receive grants of equity-based and cash-based incentive awards, so as to better attract, retain, and reward them, to align their interests with those of stockholders, and to provide them with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan Amendments require the acceleration of all outstanding unvested stock awards prior to the consummation of a change in control of the Company, if such stock awards are not assumed by the surviving corporation or acquiring corporation (or its parent company) or substituted with similar awards for such outstanding stock awards. The Plan Amendments affect the terms applicable to awards granted under, or otherwise subject to the terms of, the Plans, enabling the Company to continue to use the Plans as critical tools to attract, motivate, reward, and retain key employees.

 

The foregoing summary description of the Plan Amendments are qualified in their entirety by reference to the actual terms of the Plan Amendments, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and are incorporated by reference into this Item 5.02.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of the Company’s stockholders held on June 19, 2020, the Company’s stockholders voted on the following three proposals and the Company’s inspector of election certified the vote tabulations indicated below.

 

Proposal 1.   Election of Directors

 

The individuals listed below were elected as Class II directors at the Annual Meeting to serve on the Company’s board of directors for a term of three years or until their respective successors are duly elected and qualified.

 

Nominee   Votes For   Votes Withheld   Broker Non-Votes
Carole L. Nuechterlein, J.D.   10,352,756   92,990   3,179,760
James M. Hindman   10,366,960   78,786   3,179,760
Geoff Nichol, M.B., Ch.B., M.B.A.   10,404,975   40,771   3,179,760

 

Proposal 2.   Ratification of the Selection of the Company’s Accounting Firm

 

Proposal 2 was a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. This proposal was approved with the votes set forth below:

 

Votes For   Votes Against   Abstentions
13,462,893   112,581   50,032

 

Proposal 3.   Approval of the Compensation of the Company’s Named Executive Officers

 

Proposal 3 was a proposal to approve the compensation of the Company’s named executive officers, on an advisory basis. This proposal was approved with the votes set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
8,812,189   1,132,009   501,548   3,179,760

 

 

 

 

Item 8.01 Other Events.

 

On June 23, 2020, the Company issued a press release providing a corporate and pipeline update, and updated the Corporate Presentation that it intends to use in connection with its presentations at conferences and in meetings with investors. Copies of the Company’s press release and Corporate Presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibits

 

Exhibit
No.
  Description
10.1+   Amendment to the Millendo Therapeutics, Inc. (formerly OvaScience, Inc.) 2012 Stock Incentive Plan
     
10.2+   Amendment to the Millendo Therapeutics, Inc. 2019 Equity Incentive Plan
     
99.1   Press Release of the Company, dated June 23, 2020
     
99.2   Corporate Presentation of the Company, dated June 23, 2020

 

+     Indicates management contract or compensatory plan.

 

 

 

 

SIGNATURE

 

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.

 

    MILLENDO THERAPEUTICS, INC.
     
Date: June 23, 2020 By: /s/ Julia C. Owens, Ph.D.
    Julia C. Owens, Ph.D.
    President and Chief Executive Officer