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): June 14, 2021

 

 

FORMA THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39333   37-1657129

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Forma Therapeutics Holdings, Inc.

500 Arsenal Street, Suite 100

Watertown, Massachusetts 02472

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (617) 679-1970

Not Applicable

(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:

 

☐

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

 

Trade

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   FMTX   The Nasdaq Global 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.

On June 14, 2021, Forma Therapeutics Holdings, Inc. (the “Company”) announced the appointment of John Bishop, Ph.D., as Chief Technology Officer of the Company, effective June 14, 2021 (the “Effective Date”). In connection with Dr. Bishop’s appointment, the Company has entered into an employment agreement with Dr. Bishop, dated May 28, 2021 (the “Employment Agreement”), pursuant to which Dr. Bishop will serve as Chief Technology Officer of the Company, effective as of the Effective Date. The Employment Agreement, which is in the same form as its standard form of employment agreement with the Company’s other executive officers, provides for “at will” employment and entitles Dr. Bishop to an annual base salary of $425,000 and an initial one-time signing bonus of $165,000. Dr. Bishop is also eligible for annual incentive compensation targeted at 40% of his base salary. Dr. Bishop is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans.

Pursuant to the Employment Agreement, if Dr. Bishop’s employment is terminated by the Company without cause or by Dr. Bishop for good reason within three months prior to and in connection with the closing of a change of control (as such terms are defined in his Employment Agreement and subject to the terms and conditions therein) or the twelve-month period following a change in control, then Dr. Bishop will be entitled to (1) a lump sum cash payment equal to the sum of his then-current annual base salary (or his base salary in effect immediately prior to the change in control, if higher) and his target bonus for the then-current year, (2) full acceleration of all time-based equity awards held by Dr. Bishop, and (3) monthly cash payments equal to the monthly employer contribution that the Company would have made to provide health insurance for Dr. Bishop and any covered dependents until the earliest of (i) the twelve month anniversary of the date of termination, (ii) Dr. Bishop’s eligibility for group medical plan benefits under any other employer’s group medical plan or (iii) the cessation of Dr. Bishop’s continuation rights under Consolidated Omnibus Budget Reconciliation Act (COBRA).

In connection with Dr. Bishop’s appointment, the Compensation Committee (the “Compensation Committee”) of the Company’s board of directors granted Dr. Bishop a stock option to purchase up to 67,000 shares of the Company’s common stock. Twenty-five percent of the shares underlying such option shall vest on June 14, 2022 and the remainder of such shares shall vest in thirty-six equal monthly installments thereafter. The Compensation Committee also granted Dr. Bishop 22,000 restricted stock unit awards (“RSUs”). Twenty-five percent of the RSUs shall vest on June 14, 2022 and an additional twenty-five percent of the remaining RSUs shall vest annually on each anniversary of June 14.

Item 7.01. Regulation FD Disclosure.

On June 14, 2021, in connection with Dr. Bishop’s appointment as Chief Technology Officer, the Company issued a press release titled “Forma Therapeutics Announces Appointment of Industry Veteran John E. Bishop, Ph.D., as Chief Technology Officer,” a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Exhibits

(d) Exhibits

 

99.1    Press release issued by Forma Therapeutics Holdings, Inc. on June 14, 2021, furnished herewith.

SIGNATURE

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.

 

    Forma Therapeutics Holdings, Inc.
Date: June 14, 2021     By:  

/s/ Jeannette Potts

    Name:   Jeannette Potts, Ph.D., J.D.
    Title:   SVP, General Counsel

Exhibit 99.1

 

LOGO

Forma Therapeutics Announces Appointment of Industry Veteran John E. Bishop, Ph.D., as Chief Technology Officer

WATERTOWN, Mass. – June 14, 2021 – Forma Therapeutics Holdings, Inc. (Nasdaq: FMTX), a clinical-stage biopharmaceutical company focused on rare hematologic diseases and cancers, today announced the appointment of John E. Bishop, Ph.D., to the leadership team as senior vice president and chief technology officer. In this role, Dr. Bishop will lead chemistry, manufacturing and control (CMC)-related functions and quality, encompassing Forma’s early pipeline through commercial product.

“We are fortunate to welcome John to Forma at this pivotal time in Forma’s history,” said Frank Lee, chief executive officer of Forma. “John’s extensive expertise in small-molecule pharmaceuticals and proven track record as a leader will help to expedite drug development and commercialization at Forma, speeding us on our mission of transforming the lives of patients with rare hematologic diseases and cancers.”

Dr. Bishop’s background includes extensive expertise with CMC development in oncology and hematology. Prior to joining Forma, Dr. Bishop served as senior vice president of pharmaceutical sciences at Epizyme, Inc., where he was a member of the executive team and held overall responsibility for the CMC and quality assurance (QA) functions. Prior to Epizyme, Dr. Bishop held positions of increasing responsibility, including as senior vice president at Momenta Pharmaceuticals, Inc. While at Momenta, Dr. Bishop planned and oversaw expansion of the company’s CMC & QA functions from an ad hoc, three-scientist operation to 130 full-time employees. He also developed and executed successful CMC strategies for Momenta’s generic versions of two complex drugs, enoxaparin sodium (LOVENOX®) and glatiramer acetate (COPAXONE®) which led to Momenta’s establishment of a broad biosimilar portfolio.

“I look forward to this opportunity to help Forma further establish and scale a truly groundbreaking technical organization that will enable the company to innovate in disease areas in urgent need of new solutions,” said Dr. Bishop. “I believe the team at Forma is applying world-class science and a sincere commitment to patients, and I’m delighted to join this passionate group.”

About Forma Therapeutics

Forma Therapeutics is a clinical-stage biopharmaceutical company focused on the research, development and commercialization of novel therapeutics to transform the lives of patients with rare hematologic diseases and cancers. Our R&D engine combines deep biology insight, chemistry expertise and clinical development capabilities to create drug candidates with differentiated mechanisms of action focused on indications with high unmet need. Our work has generated a broad proprietary portfolio of programs with the potential to provide profound patient benefit. For more information, please visit www.FormaTherapeutics.com or follow us on Twitter @FORMAInc and LinkedIn.

Forward-looking Statements

This press release may contain forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. The use of words such as “may,” “will,” “could,” “would,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavors,” “potential,” “continue,” “target” or the negative of such words or other similar expressions can be used to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The express or implied forward-looking statements included in this press release are only predictions and are subject to a number of risks, uncertainties and assumptions, including, without limitation risks set forth under the caption “Risk Factors” in Forma’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as well as other risks detailed in our subsequent filings with the Securities and Exchange Commission. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although Forma believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither Forma nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements included in this press release. Any forward-looking statement included in this press release represents Forma’s views only as of the date on which it was made. Forma undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Media Contact:

Adam Silverstein, +1 917-697-9313

Porter Novelli

adam.silverstein@porternovelli.com

Investor Contact:

Mario Corso, +1 781-366-5726

Forma Therapeutics

mcorso@formatherapeutics.com