Current Report Filing (8-k)
December 17 2021 - 4:41PM
Edgar (US Regulatory)
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2021-12-16
2021-12-16
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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): December 16, 2021
RIGEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
0-29889
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94-3248524
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(Commission File No.)
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(IRS Employer Identification No.)
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1180 Veterans Boulevard
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South San Francisco, CA
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (650) 624-1100
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 (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))
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 $0.001 per share
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RIGL
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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 ¨
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 December 16, 2021 (the “Effective
Date”), the board of directors (the “Board”) of Rigel Pharmaceuticals, Inc. (“Rigel” or the “Company”)
increased the size of the Board from nine to ten, creating a vacancy on the Board.
On the Effective Date, the Board appointed, upon
the recommendation of the Board’s Corporate Governance, Health Care Compliance Oversight and Nominating Committee, Kamil Ali-Jackson
to fill in the vacancy on the Board and to serve as a member of the Board until her successor is elected and has qualified, or sooner
in the event of her death, resignation or removal. Ms. Ali-Jackson joins the class of directors whose term expires at the 2022 annual
stockholders’ meeting.
As
of the Effective Date, Ms. Ali-Jackson will participate in the Company’s standard non-employee director compensation arrangements.
Under these arrangements, Ms. Ali-Jackson will receive a yearly retainer of $50,000 starting on the Effective Date, with payment
pro-rated for any partial period of service. In addition, Ms. Ali-Jackson will receive stock option grants under our 2018 Equity
Incentive Plan, as amended (the “Plan”). As of the Effective Date, Ms. Ali-Jackson received an initial option grant to
purchase 120,000 shares of common stock under the Plan (the “Initial Grant”). The shares subject to the Initial Grant vest
in accordance with the schedule set forth below that results in a shorter period of full vesting: (i) 1/36th of the shares subject
to the Initial Grant vest each month after the date of grant over a period of three years; or (ii) the shares subject to the Initial
Grant vest in equal monthly installments after the date of grant over a period commencing on the date that the non-employee is appointed
to the Board and ending on the date of the annual meeting of stockholders at which the non-employee director is first scheduled to be
considered for election. In addition, on the day following each annual meeting of stockholders, each non-employee director will
automatically receive an annual option grant to purchase 30,000 shares of common stock under the Plan (the “Annual Option”)
and 25,000 restricted stock unit awards under the Plan (the “Annual RSU Award”), with the Annual Option and Annual RSU Award
pro-rated for any partial period of service. The shares subject to the Annual Option vest such that 1/12th of the shares vest each
month after the date of grant over a period of one year, and the shares subject to the Annual RSU Award vest on the date prior to the
Company’s next annual meeting of stockholders. Rigel has also entered into its standard form of indemnification agreement with Ms. Ali-Jackson.
There are no arrangements or understandings between
Ms. Ali-Jackson and any other persons pursuant to which she was elected as a member of the Board. The Board has not appointed Ms. Ali-Jackson
to any standing Board committee. The Board has determined that Ms. Ali-Jackson is independent under the Company’s Corporate
Governance Guidelines, applicable U.S. Securities and Exchange Commission requirements and Nasdaq listing standards. There is no transaction
involving Ms. Ali-Jackson that requires disclosure under Item 404(a) of Regulation S-K.
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.
Dated: December 17, 2021
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RIGEL PHARMACEUTICALS, INC.
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Executive Vice President, General Counsel and Corporate
Secretary
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