Current Report Filing (8-k)
September 16 2020 - 4:02PM
Edgar (US Regulatory)
0001649904
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0001649904
2020-09-14
2020-09-14
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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):
September 14, 2020
RHYTHM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38223
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46-2159271
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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222 Berkeley Street
12th Floor
Boston, MA 02116
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (857) 264-4280
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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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RYTM
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The Nasdaq Stock Market LLC (Nasdaq Global Market)
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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 September 14, 2020, Rhythm Pharmaceuticals,
Inc. (the “Company”) announced the departure of Nithya Desikan, the Company’s Chief Commercial Officer. The termination
of Ms. Desikan’s employment is expected to be effective on September 30, 2020. In connection with Ms. Desikan’s separation
from the Company, the Company expects to enter into a separation agreement and release with Ms. Desikan, pursuant to which Ms.
Desikan will be eligible to receive: (i) nine months of continued base salary; (ii) payment or reimbursement of continued healthcare
premiums for up to nine months; (iii) acceleration of the restricted stock unit award granted to Ms. Desikan in June 2020; and
(iv) extended exercisability of each non-qualified stock option held by Ms. Desikan until March 31, 2021 (or if earlier, the final
expiration date of the option). The foregoing severance benefits are subject to Ms. Desikan’s continued compliance with certain
confidentiality obligations and restrictive covenants.
Item 8.01. Other Events.
On September 14, 2020, the Company announced
the appointment of Yann Mazabraud as the Executive Vice President, Head of International of the Company, effective on October 5,
2020.
Forward-Looking Statements
This Current Report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current
Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation
statements regarding the Company’s entry into a separation agreement with Ms. Desikan and the expected date of Ms. Desikan’s
termination of employment. Statements using words such as “expect”, “anticipate”, “believe”,
“may”, “will” and similar terms are also forward-looking statements. These statements are neither promises
nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied
by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk
Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 and our other filings with the
Securities and Exchange Commission. Except as required by law, we undertake no obligations to make any revisions to the forward-looking
statements contained in this Current Report or to update them to reflect events or circumstances occurring after the date of this
Current Report, whether as a result of new information, future developments or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RHYTHM PHARMACEUTICALS, INC.
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Date: September 16, 2020
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By:
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/s/ Hunter Smith
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Hunter Smith
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Chief Financial Officer
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