Theseus Pharmaceuticals, Inc. (Form: 8-K, Received: 10/19/2022 07:16:15)

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 Earliest Event Reported):

October 19, 2022 (October 17, 2022)

Theseus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40869

83-0712806

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

314 Main Street

Cambridge, Massachusetts

02142

(Address of Principal Executive Offices)

(Zip Code)

(857) 400-9491

(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:

¨	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

Common stock, par value $0.0001 per share

THRX

The Nasdaq Stock Market LLC

(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 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 October 17, 2022, based upon the recommendation of the Nominating and Corporate Governance Committee (the “NCGC”) of the Board of Directors (the “Board”) of Theseus Pharmaceuticals, Inc. (the “Company”), the Board expanded the size of the Board from six to seven directors and appointed Steven H. Stein, M.D. to the Board as a Class I director, to serve until the annual meeting of stockholders held in 2025 or until his successor is duly elected and qualified, effective immediately. Dr. Stein was also appointed to serve on the Compensation Committee (the “Compensation Committee”) of the Board and the NCGC. The composition of the Audit Committee and the Equity Awards Committee remains unchanged.

A copy of the press release announcing the appointment of Dr. Stein is attached as Exhibit 99.1 and incorporated herein by reference.

Pursuant to the Company’s non-employee director compensation policy, Dr. Stein was granted a stock option to purchase 60,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The stock option will vest monthly over 36 months, subject to Dr. Stein’s continuous service through the applicable vesting date. Dr. Stein will also receive an annual fee of $35,000 for service as a director, an annual fee of $5,000 for service as a member of the Compensation Committee and an annual fee of $4,000 for service as a member of the NCGC. In addition, Dr. Stein will be eligible to receive, upon the conclusion of each annual meeting of stockholders, starting with the annual meeting of stockholders held in 2023, a stock option grant to purchase 30,000 shares of Common Stock. The stock option will vest in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) the day prior to the date of the annual meeting of stockholders next following the date the annual equity award is granted, in each case, subject to Dr. Stein’s continuous service through the applicable vesting date. The Company’s non-employee director compensation policy is described in further detail in the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2022 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

Dr. Stein and the Company also entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers. This form is attached hereto as Exhibit 99.2.

There are no transactions between Dr. Stein and the Company that would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with any persons pursuant to which he was selected as a director. The Board has determined that Dr. Stein is an independent director in accordance with applicable rules of the Securities and Exchange Act of 1934, as amended, and the listing standards of The Nasdaq Stock Market.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

No.		Description of Exhibit
99.1		Press release issued by Theseus Pharmaceuticals, Inc. on October 19, 2022
99.2		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to Theseus Pharmaceuticals, Inc.’s Registration Statement on Form S-1 (SEC File No. 333-259549) filed with the SEC on September 30, 2021).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Theseus Pharmaceuticals, Inc.

	By:	/s/ Bradford D. Dahms
	Name:	Bradford D. Dahms
	Title:	Chief Financial Officer

Date: October 19, 2022

Exhibit 99.1

Theseus Pharmaceuticals Appoints Steven Stein, M.D. to Board of Directors

CAMBRIDGE, Mass., October 19, 2022 /PRNewswire/ -- Theseus Pharmaceuticals, Inc. (NASDAQ: THRX) (Theseus or the Company), a clinical-stage biopharmaceutical company focused on improving the lives of cancer patients through the discovery, development, and commercialization of transformative targeted therapies, today announced the appointment of Steven Stein, M.D. to its Board of Directors.

"We are delighted to welcome Dr. Stein to the Theseus Board as we advance development of our THE-630 and THE-349 programs, while also expanding our early-stage pipeline,” said Tim Clackson, Ph.D., President and Chief Executive Officer of Theseus. "Dr. Stein’s depth and breadth of oncology expertise, and extensive track record of bringing effective medicines through development and to patients, will be invaluable as we continue to build Theseus as a leading precision oncology company.”

Dr. Stein currently serves as Executive Vice President, Chief Medical Officer of the global biopharmaceutical company, Incyte, where he develops strategy for Incyte’s therapeutic candidates and oversees verticals including clinical development, regulatory affairs and medical affairs. Previously, he worked at Novartis Pharmaceuticals Corporation, where he most recently served as Senior Vice President, U.S. Clinical Development & Medical Affairs at Novartis Oncology. Dr. Stein previously worked at GSK (formerly GlaxoSmithKline) as Vice President, Global Oncology, Clinical Development and as Head of Medicines Development for Hematology and Supportive Care. Dr. Stein was previously an assistant professor in the Department of Medicine at the University of Pennsylvania, where he had also completed a fellowship in hematology and oncology. Dr. Stein has served as a member of Kura Oncology’s Board of Directors since January 2017. He earned his medical degree from the University of Witwatersrand in Johannesburg, South Africa.

Dr. Stein added, “Theseus is backed by a foundation of success in targeted oncology, and I look forward to contributing to their continued growth and development through the Company’s near-term clinical milestones, and onward through the complex clinical and regulatory pathways that influence development in the targeted oncology space."

About Theseus Pharmaceuticals, Inc.

Theseus is a clinical-stage biopharmaceutical company focused on improving the lives of cancer patients through the discovery, development and commercialization of transformative targeted therapies. Theseus is working to outsmart cancer resistance by developing pan-variant tyrosine kinase inhibitors (TKIs) to target all known classes of cancer-causing and resistance mutations that lead to variants in a particular protein in a given type of cancer. Theseus' lead product candidate, THE-630, is a pan-variant KIT inhibitor for the treatment of patients with advanced gastrointestinal stromal tumors (GIST), whose cancer has developed resistance to earlier lines of kinase inhibitor therapy. Theseus is also developing THE-349, a fourth-generation, selective epidermal growth factor receptor (EGFR) inhibitor for C797X-mediated resistance to first- or later-line osimertinib treatment in patients with non-small cell lung cancer (NSCLC). For more information, visit www.theseusrx.com.

Cautionary Statement Regarding Forward Looking Statements

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "will," "anticipate," "expect," “continue,” “forward,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding: Theseus' strategy, future operations, prospects and plans; the structure and timing of its preclinical studies and clinical trials, expected milestones, market opportunity and sizing and objectives of management; and the expected contributions of Dr. Stein to our business in the future.

Actual results may differ materially from those indicated by such forward-looking statements as a result of various important risks, uncertainties and other factors, including, but not limited to: uncertainties inherent in preclinical studies; uncertainties regarding whether results from preclinical studies will be predictive of the results of future trials; risks related to the expected timing of submissions to regulatory authorities, and other risks, uncertainties and other factors such as those described from time to time in the reports Theseus files with the Securities and Exchange Commission (SEC), including Theseus' Form 10-K for the year ended December 31, 2021, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, which are on file with the SEC and available on the SEC's website at https://www.sec.gov/. However, new risk factors and uncertainties may emerge from time to time which may cause actual results to differ materially from those anticipated or implied by the forward looking statements in this press release, and it is not possible to predict all risk factors and uncertainties. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements contained in this press release are based on the current expectations of Theseus' management team and speak only as of the date hereof, and Theseus specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact

Amy Jobe, Ph.D.

LifeSci Communications

315-879-8192

ajobe@lifescicomms.com

Investor Contacts

Christen Baglaneas

Theseus Pharmaceuticals

857-706-4993

christen.baglaneas@theseusrx.com

Josh Rappaport

Stern Investor Relations

212-362-1200

josh.rappaport@sternir.com