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) December 6, 2023

Cassava Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-29959	91-1911336
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6801 N Capital of Texas Highway, Building 1; Suite 300

Austin, Texas 78731

(Address of principal executive offices, including zip code)

(512) 501-2444

(Registrant’s telephone number, including area code)

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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, $0.001 par value		SAVA		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Appointment of Directors

On and effective December 6, 2023, the Board of Directors (“Board”) of Cassava Sciences, Inc. (the “Company”) expanded the size of the Board to nine members. The Board also appointed Dr. Claude Nicaise, Pierre Gravier and Robert Anderson, Jr. to the three newly created Board seats. Mr. Anderson was appointed as a Class I director and will serve with a term expiring at the Company’s 2025 annual meeting of stockholders. Dr. Nicaise and Mr. Gravier were appointed as Class II directors and will serve with a term expiring at the Company’s 2026 annual meeting of stockholders. None of Dr. Nicaise, Mr. Gravier and Mr. Anderson have been appointed to any committees of the Board.

There are no arrangements or understandings between Dr. Nicaise, Mr. Gravier and Mr. Anderson and any other person pursuant to which each of them was appointed to the Board. Dr. Nicaise, Mr. Gravier and Mr. Anderson do not have direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‐K.

Upon appointment, Dr. Nicaise, Mr. Gravier and Mr. Anderson were eligible for compensation under the Company's Non-employee Director Compensation Program and also will be eligible to participate in future compensation to independent directors of the Company, as awarded from time to time.

7.01: Regulation FD Disclosure

A copy of the Company’s press release announcing the appointment of Dr. Nicaise, Mr. Gravier and Mr. Anderson as members of the Company’s Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

9.01: Financial Statements and Exhibits

The following exhibits are being furnished as part of this report.

Exhibit No.		Description

99.1		Press Release issued by Cassava Sciences, Inc on December 7, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

‎

SIGNATURE

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 thereunto duly authorized.

	CASSAVA SCIENCES, INC.
	a Delaware corporation

Date: December 11, 2023
	By:	/s/ ERIC J. SCHOEN
		Eric J. Schoen
		Chief Financial Officer

Exhibit 99.1

Cassava Sciences Appoints

Three New Members to its Board of Directors

Dr. Nicaise, Mr. Gravier and Mr. Anderson have years of experience in drug development, healthcare M&A and working with the U.S. Government.

AUSTIN, Texas – December 7, 2023 – Cassava Sciences, Inc. (Nasdaq: SAVA), a clinical-stage biotechnology company focused on Alzheimer’s disease, today announced the appointment of three new members to its Board of Directors, effective immediately.

Claude Nicaise, MD – Dr. Nicaise has held clinical/regulatory leadership roles that have resulted in 14 new drug approvals in various diseases areas, including neuroscience. Dr. Nicaise was a Senior Vice President of Strategic Development and Global Regulatory Affairs at Alexion Pharmaceuticals from 2008 to 2014. From 1983 to 2008, Dr. Nicaise served in various positions of increasing responsibility at Bristol-Myers Squibb, including senior positions such as Vice President of Global Development and Vice-President of Worldwide Regulatory Science and Strategy.

Pierre Gravier, MS – In July 2023, Mr. Gravier was appointed Chief Financial Officer of PTC Therapeutics, Inc., a publicly traded biotechnology company. Mr. Gravier was previously Managing Director in the healthcare group of Perella Weinberg Partners, a leading global independent advisory firm that provides strategic, financial, and tactical advice in connection with executing mergers, acquisitions and other corporate strategies.

Robert Anderson, Jr – Mr. Anderson has decades of operational experience in cybersecurity, counterintelligence, economic espionage and critical incident response and management. Mr. Anderson previously led more than 20,000 FBI employees as the bureau’s Executive Assistant Director of the Criminal, Cyber, Response and Services Branch— the No. 3 position in the organization. Mr. Anderson is currently Chairman of the Board and President of Cyber Defense Labs, an advisory firm focused on cybersecurity.

“We are fortunate to have these talented individuals join Cassava Sciences’ Board of Directors,” said Remi Barbier, Chairman of the Board, President & CEO. “They are highly respected, astute leaders in their field. Their collective expertise in drug development, M&A, cybersecurity and dealing with large, complex governmental agencies will benefit Cassava Sciences and add a balance of experience and perspectives to the Board.”

About Cassava Sciences, Inc.

Cassava Sciences is a clinical-stage biotechnology company based in Austin, Texas. Our mission is to detect and treat neurodegenerative diseases, such as Alzheimer’s disease. Our novel science is based on stabilizing—but not removing—a critical protein in the brain. Simufilam, our lead product candidate, is in clinical testing in a pair of Phase 3 clinical trials in patients with mild-to-moderate Alzheimer’s disease dementia. Our product candidates have not been approved by any regulatory authority, and their safety, efficacy or other desirable attributes have not been established.

For more information, please visit: https://www.CassavaSciences.com

For More Information Contact:

Eric Schoen, Chief Financial Officer

(512) 501-2450

ESchoen@CassavaSciences.com

###

Document And Entity Information	Dec. 06, 2023
Document Information [Line Items]
Entity, Registrant Name	Cassava Sciences, Inc.
Document, Type	8-K
Document, Period End Date	Dec. 06, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-29959
Entity, Tax Identification Number	91-1911336
Entity, Address, Address Line One	6801 N Capital of Texas Highway, Building 1; Suite 300
Entity, Address, City or Town	Austin
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78731
City Area Code	512
Local Phone Number	501-2444
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SAVA
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001069530