8-K

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): October 1, 2021

9 Meters Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37797	27-3948465
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

8480 Honeycutt Road, Suite 120, Raleigh, NC 27615

(Address of principal executive offices) (Zip Code)

(919) 275-1933

(Registrant’s telephone number, include area code)

N/A

(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 $0.0001 Par Value	NMTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) On October 1, 2021, the 9 Meters Biopharma, Inc. (the “Company”) board of directors appointed Samantha Ventimiglia as a member of the board, effective immediately, to serve as a Class III member until the 2024 annual meeting or until her respective successor is duly elected and qualified. Ms. Ventimiglia was also appointed to the nominating and corporate governance committee of the board. Following Ms. Ventimiglia’s appointments, the board remains majority independent, and all of its committees are comprised of at least three independent directors under the relevant definitions. The audit committee consists of Michael Constantino (Chair), Lorin Johnson, and Mark Sirgo; the compensation committee consists of Dr. Johnson (Chair), Mr. Rice, and Dr. Sirgo; and the nominating and corporate governance committee consists of Mr. Rice (Chair), Mr. Constantino, Dr. Johnson, Dr. Sirgo and Ms. Ventimiglia.

Since December 2011, Ms. Ventimiglia has served in various leadership roles at Vertex Pharmaceuticals, Inc., a global biotechnology company, most recently as Senior Vice President, U.S. Public Affairs, responsible for developing and overseeing the company’s policy, government affairs and patient advocacy strategy. From February 2008 until December 2010, Ms. Ventimiglia was government affairs director at Astellas Pharma US, a multinational pharmaceutical company, and from April 2004 until February 2008, she was a principal consultant at Jeffrey J. Kimbell & Associates, a federal government affairs firm representing clients in the healthcare community who are seeking legislative and regulatory solutions to problems related to product approval, coverage and reimbursement and marketing practices. Prior to that, Ms. Ventimiglia was a policy director at the Pharmaceutical Research & Manufacturers of America (PhRMA) and the National Governors Association (NGA), where she played a pivotal role in developing the associations’ policy and legislative agenda on Medicare, Medicaid, private sector health care and FDA issues. Ms. Ventimiglia received a B.A. from Catholic University of America and a Master of Public Policy from Georgetown University.

As a non-employee director of the Company, Ms. Ventimiglia will receive the same cash and equity compensation as each of the Company’s other non-employee directors. There is no arrangement or understanding between Ms. Ventimiglia and any other person pursuant to which she was elected as a director of the Company. There is no familial relationship between Ms. Ventimiglia and any other director or executive officer of the Company, and, there are no transactions between Ms. Ventimiglia and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On October 4, 2021, the Company issued a press release to report the appointment of the director identified in Item 5.02 above. A copy of the release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated October 4, 2021.

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 hereunto duly authorized.

	9 Meters Biopharma, Inc.
Date: October 4, 2021	By:	/s/ Edward J. Sitar
		Edward J. Sitar
		Chief Financial Officer

EX-99.1

                        PRESS RELEASE

9 Meters Biopharma, Inc. Appoints Samantha Ventimiglia

to Board of Directors

RALEIGH, NC / ACCESSWIRE / October 4, 2021 / 9 Meters Biopharma, Inc. (NASDAQ: NMTR), a clinical-stage company pioneering novel treatments for people with rare or debilitating digestive diseases by studying unique GI biology, announced today the Company has appointed Samantha Ventimiglia to its Board of Directors.

Ms. Ventimiglia currently serves as Senior Vice President, U.S. Public Affairs at Vertex Pharmaceuticals, Inc., where she is responsible for developing and overseeing the company’s policy, government affairs and patient advocacy strategy, including building relationships with state and federal government officials, industry organizations, patient groups and other stakeholders. Previously, Samantha held a similar role as a government affairs director at Astellas Pharma US after a tenure as a principal consultant at Jeffrey J. Kimbell & Associates, a federal government affairs firm representing clients in the healthcare community who are seeking legislative and regulatory solutions to problems related to product approval, coverage and reimbursement and marketing practices. Prior to that, Ms. Ventimiglia was a policy director at the Pharmaceutical Research & Manufacturers of America (PhRMA) and the National Governors Association (NGA) where she played a pivotal role in developing the associations’ policy and legislative agenda on Medicare, Medicaid, private sector health care and FDA issues.

"We are thrilled to add Samantha’s wealth of expertise to our Board of Directors to foster the Company’s growth as we continue progressing our product pipeline toward commercialization," said Dr. Mark Sirgo, Chairman of 9 Meters. “Samantha is a seasoned professional in the government healthcare policy and public affairs areas of our industry where her leadership and advisory skills will help us navigate the challenges these areas may present to our business going forward. Her input will be especially helpful as we begin our work with patients, caregivers and advocacy groups involving our products for the treatment of celiac disease and short bowel syndrome "

Ms. Ventimiglia added, “I am excited to be joining 9 Meters at this important time as they begin the steps of moving from a clinical to commercial stage company. It is exciting to be involved with one of the leaders in GI drug development whose work in serving people with serious GI diseases is the top priority. I look forward to advising on corporate strategy decisions and political and external relationships as the company moves their products through the regulatory process to market.”

About 9 Meters Biopharma

9 Meters Biopharma, Inc. is a clinical-stage company pioneering novel treatments for people with rare or debilitating digestive diseases by studying unique GI biology. The Company is advancing vurolenatide, a proprietary Phase 2 long-acting GLP-1 agonist, for short bowel syndrome (SBS); larazotide, a Phase 3 tight junction regulator in non-responsive celiac disease; and several other early-stage assets.

For more information, please visit www.9meters.com or follow 9 Meters on Twitter and LinkedIn.

Forward-looking Statements

This press release includes forward-looking statements based upon the Company's current expectations. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, anticipated milestones and any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: reliance on collaborators; risks associated with acquiring and developing additional compounds; uncertainties

                        PRESS RELEASE

associated with the clinical development and regulatory approval of product candidates; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; the impact of COVID-19 on our operations, enrollment in and timing of clinical trials; and risks related to the inability of the Company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements because of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, Form 10-Q for the quarter ended June 30, 2021, and in other filings that the Company has made and future filings the Company will make with the SEC. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Corporate Contacts:

Edward J. Sitar

Chief Financial Officer

9 Meters Biopharma, Inc.

investor-relations@9meters.com

www.9meters.com

Media Contact:

Veronica Eames

LifeSci Communications, LLC

veames@lifescicomms.com

203-942-4626

Investor Contact:

Corey Davis, Ph.D.

LifeSci Advisors, LLC

cdavis@lifesciadvisors.com

212-915-2577

SOURCE: 9 Meters Biopharma

XML

Cover	Oct. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2021
Entity Registrant Name	9 Meters Biopharma, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37797
Entity Tax Identification Number	27-3948465
Entity Address, Address Line One	8480 Honeycutt Road
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Raleigh
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27615
City Area Code	919
Local Phone Number	275-1933
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.0001 Par Value
Trading Symbol	NMTR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001551986
Amendment Flag	false