UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2024 (November 19, 2024)
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(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (617 ) 231-0700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On November 19, 2024, the Board of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), appointed Steven L. Hoerter as a director of the Company. The Board determined that Mr. Hoerter is independent under the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”).
Mr. Hoerter has been designated as a Class II director, to serve until the Company’s 2025 Annual Meeting of Stockholders, in accordance with the Company’s Second Amended and Restated By-Laws and to serve thereafter until his successor has been duly elected and qualified or until his earlier death, removal or resignation.
In connection with his appointment and in accordance with the Company’s compensation policy for non-employee directors, the Company granted to Mr. Hoerter stock options to purchase up to 65,000 shares of the Company’s common stock under the Company’s 2020 Stock Option and Incentive Plan. One-third of this stock option award shall vest on the first anniversary of the date of grant, with the remainder vesting quarterly over the subsequent two years, provided, however, that all vesting of this award shall cease if Mr. Hoerter resigns from the Board or otherwise ceases to serve as a director of the Company or otherwise maintain a service relationship with the Company prior to any such vesting date. In addition, in connection with his election, the Company is entering into an indemnification agreement with Mr. Hoerter in the same form as used with the Company’s other directors.
There are no arrangements or understandings between Mr. Hoerter and any other persons pursuant to which he was selected as a director of the Company, and there are no transactions in which Mr. Hoerter has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 20, 2024, the Company issued a press release announcing Mr. Hoerter’s appointment to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 thereunto duly authorized.
| C4 Therapeutics, Inc. | ||||||||
Date: | By: | /s/ Jolie M. Siegel | ||||||
| Jolie M. Siegel | ||||||||
| Chief Legal Officer | ||||||||
Exhibit 99.1
C4 Therapeutics Appoints Accomplished Oncology Executive Steve Hoerter to Board of Directors
Hoerter Brings Over Three Decades of Oncology Commercialization and Leadership Experience
Appointment Underscores Continued Transformation of Board to Lead C4T into Next Phase of Pipeline Progress
WATERTOWN, Mass., November 20, 2024 (GLOBE NEWSWIRE) -- C4 Therapeutics, Inc. (C4T) (Nasdaq: CCCC), a clinical-stage biopharmaceutical company dedicated to advancing targeted protein degradation science, today announced the continued evolution of its Board of Directors with the appointment of Steve Hoerter as a director.
“Our commitment to assembling a group of industry experts who offer diverse perspectives to our Board has resulted in bringing on some of the industry’s brightest minds, from leaders in asset discovery, to discovery, clinical development and corporate governance experts. As we continue advancing our portfolio of novel degraders, on behalf of the Board, I am thrilled to welcome Steve Hoerter and his deep product commercialization experience,” said Andrew Hirsch, president and chief executive officer of C4 Therapeutics. “Steve’s proven expertise in strategically advancing oncology programs into the commercial market will help guide our plans to become a fully integrated biotechnology company bringing innovative small molecule degraders to patients.”
Mr. Hoerter has over three decades of executive management, commercial and board experience, most recently serving as the president and chief executive officer of Deciphera Pharmaceuticals, which was acquired by ONO Pharmaceutical for $2.4 billion in June 2024. He transformed Deciphera from a clinical-stage company into a fully integrated global organization with the successful approval and launch of QINLOCK® for the treatment of advanced gastrointestinal stromal tumors in the U.S. and Europe, while advancing the company’s pipeline of novel product candidates. Prior to Deciphera, he was chief commercial officer of Agios Pharmaceuticals, where he was responsible for building the company’s commercial organization to enable the launches of its first two approved products in the U.S., TIBSOVO® and IDHIFA®, both for the treatment of acute myeloid leukemia. Earlier in his career, he served as chief commercial officer of Clovis Oncology and held general management and commercial roles at Roche, Genentech, Chiron Corporation (acquired by Novartis) and Eli Lilly and Company. Mr. Hoerter is on the Board of Directors of ORIC Pharmaceuticals, a clinical-stage oncology company, and has previously served on the Boards of Constellation Pharmaceuticals (acquired by MorphoSys), Deciphera Pharmaceuticals and Ignyta (acquired by Roche). He earned his B.A. from Bucknell University, his M.B.A. from Tilburg University in the Netherlands and an M.S. in management from the Krannert School of Management at Purdue University.
“I am excited to join the C4T Board as the Company advances its pipeline of novel targeted protein degraders that have the potential to disrupt the treatment landscape and improve outcomes for patients,” said Mr. Hoerter. “C4T is a leader in the field of targeted protein degradation, with a rich pipeline of orally bioavailable small-molecule degraders targeting challenging cancer targets with significant unmet needs. I look forward to supporting C4T’s continued evolution as it advances new therapies for patients.”
About C4 Therapeutics
C4 Therapeutics (C4T) (Nasdaq: CCCC) is a clinical-stage biopharmaceutical company dedicated to delivering on the promise of targeted protein degradation science to create a new generation of medicines that transforms patients’ lives. C4T is progressing targeted oncology programs through clinical studies and leveraging its TORPEDO® platform to efficiently design and optimize small-molecule medicines to address difficult-to-treat diseases. C4T’s degrader medicines are designed to harness the body’s natural protein recycling system to rapidly degrade disease-causing proteins, offering the potential to overcome drug resistance, drug undruggable targets and improve patient outcomes. For more information, please visit www.c4therapeutics.com.
Contacts:
Investors:
Courtney Solberg
Senior Manager, Investor Relations
CSolberg@c4therapeutics.com
Investors:
Courtney Solberg
Senior Manager, Investor Relations
CSolberg@c4therapeutics.com
Media:
Loraine Spreen
Senior Director, Corporate Communications & Patient Advocacy
LSpreen@c4therapeutics.com
Loraine Spreen
Senior Director, Corporate Communications & Patient Advocacy
LSpreen@c4therapeutics.com