UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Forma Therapeutics Holdings, Inc.
(Address of principal executive offices, including zip code)
(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 |
Trade 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
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 January 12, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Forma Therapeutics Holdings, Inc. (the “Company”), the Board appointed Arturo Molina, M.D. to join the Board, effective as of such date. Dr. Molina will serve as a Class I director until his term expires at the 2024 annual meeting of stockholders, at which time he will stand for election by the Company’s stockholders. The Board determined that Dr. Molina is independent under the listing standards of the Nasdaq Stock Market. Dr. Molina was also appointed to serve on the Research and Development Committee of the Board. Effective as of January 12, 2022, the Research and Development Committee of the Board is composed of Dr. Molina, Timothy Clackson, Ph.D., Peter Kolchinsky, Ph.D., and Selwyn Vickers, M.D. The composition of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee remains unchanged.
As a non-employee director, Dr. Molina will receive cash compensation and an equity award for his Board service in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy. Dr. Molina is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Molina and any other persons pursuant to which he was selected as a director. In addition, Dr. Molina has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
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: January 13, 2022 | By: | /s/ Jeannette Potts | ||||
| Name: | Jeannette Potts, Ph.D., J.D. | |||||
| Title: | SVP, General Counsel | |||||
Document and Entity Information |
Jan. 12, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001538927 |
| Document Type | 8-K |
| Document Period End Date | Jan. 12, 2022 |
| Entity Registrant Name | FORMA THERAPEUTICS HOLDINGS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39333 |
| Entity Tax Identification Number | 37-1657129 |
| Entity Address, Address Line One | 300 North Beacon Street |
| Entity Address, Address Line Two | Suite 501 |
| Entity Address, City or Town | Watertown |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02472 |
| City Area Code | (617) |
| Local Phone Number | 679-1970 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value per share |
| Trading Symbol | FMTX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |