UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 11, 2022
CymaBay Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-36500 | 94-3103561 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7575 Gateway Blvd., Suite 110 |
Newark, CA 94560 |
(Address of principal executive offices) |
(510) 293-8800
(Registrant’s telephone number, including area code)
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 | Name of each exchange | ||
Common stock, $0.0001 par value per share | CBAY | 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. |
On March 11, 2022 the Board of Directors of CymaBay Therapeutics, Inc. (the “Board”) appointed Éric Lefebvre to the Board, effective as of March 21, 2022.
As a non-employee director, Dr. Lefebvre will receive compensation in accordance with CymaBay’s non-employee director compensation program. Pursuant to this program, on March 21, 2022 (the effective date of his appointment), Dr. Lefebvre will receive a stock option award to acquire 115,000 shares of CymaBay common stock (with an approximate grant date fair value of $300,000), which will vest in 36 equal monthly installments from March 21, 2022, subject to continued service to CymaBay through such dates. He will also be eligible for an annual cash retainer in the amount of $40,000 for his service as a member of the Board. Dr. Lefebvre will also enter into an indemnification agreement with CymaBay consistent with the form agreement executed with each of CymaBay’s current executive officers and directors. As of the date hereof the Board has not yet determined upon which Board committees Dr. Lefebvre will serve.
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.
CymaBay Therapeutics, Inc. | ||
By: | /s/ Paul Quinlan | |
Name: | Paul Quinlan | |
Title: | General Counsel |
Dated: March 17, 2022