8-K 1 tm209742-1_8k.htm FORM 8-K





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 18, 2020


(Exact name of registrant as specified in its charter)


Delaware   001-37852   98-0505495

(State or other jurisdiction

of incorporation)




File Number)



(IRS Employer

Identification No.)



Protagonist Therapeutics, Inc.

7707 Gateway Blvd., Suite 140

Newark, California 94560-1160

(Address of principal executive offices, including zip code)


(510) 474-0170

(Registrant’s telephone number, including area code)


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 Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.00001 PTGX The Nasdaq Stock Market, LLC


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.  x






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


On February 18, 2020, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Protagonist Therapeutics, Inc. (the “Company”) approved the amendment and restatement of the Company’s 2018 Inducement Plan (as amended and restated, the “Amended and Restated Plan”) to, among other things, provide for the reservation of an additional 500,000 shares of the Company’s common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Rule 5635(c)(4)”). The Amended and Restated Plan was approved by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4).


The foregoing summary description of the Amended and Restated Plan is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Plan, a copy of which is filed herewith as Exhibit 10.1.


Item 9.01.    Financial Statements and Exhibits.


(d) Exhibits.


Exhibit  Description
10.1  Protagonist Therapeutics, Inc. Amended and Restated 2018 Inducement Plan.







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.


 Protagonist Therapeutics, Inc.
Dated:   February 24, 2020 
 By:   /s/ Don Kalkofen
   Don Kalkofen
   Chief Financial Officer