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 11, 2021

SATSUMA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39041	81-3039831
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

400 Oyster Point Boulevard, Suite 221

South San Francisco, CA 94080

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 410-3200

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 (see General Instructions A.2. below):

☐ 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	STSA	The 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 ☒

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 Election of Director.

On October 11, 2021, the Board of Directors (the “Board”) of Satsuma Pharmaceuticals, Inc., a Delaware corporation (“Satsuma” or the “Company”) appointed Mutya Harsch as a member of the Board. Ms. Harsch will serve as a Class III director with a term of office commencing on October 11, 2021 and expiring at the Company’s 2022 annual meeting of stockholders or until her successor is duly elected and qualified, or her earlier death, resignation or removal.

Ms. Harsch currently serves as General Counsel, Chief Legal Officer and Secretary of VYNE Therapeutics, a biopharmaceutical company. Prior to joining VYNE Therapeutics in March 2020, Ms. Harsch served as General Counsel and Chief Legal Officer of Foamix Pharmaceuticals Ltd. Ms. Harsch was with Foamix since January 2018, and previously served as General Counsel and Senior Vice President of Legal Affairs. She has over 20 years of legal experience, previously holding positions as Special Counsel, Mergers & Acquisitions, at Cooley LLP from 2015 to 2017, as a corporate lawyer at Davis Polk & Wardwell from 1999 to 2003 and 2005 to 2015, and as Assistant General Counsel at Warner Chilcott from 2003 to 2005. Ms. Harsch received her J.D. and B.A. from the University of California at Berkeley.

Mr. Harsch will be entitled to compensation for her services as a director in accordance with the Company’s non-employee director compensation program (the “Director Compensation Program”), including a $35,000 annual retainer for service as a Board member. In connection with her appointment to the Board, pursuant to the terms of the Director Compensation Program, Ms. Harsch was granted an initial option grant to purchase 40,000 shares of Common Stock (the “Initial Award”) pursuant to the Company’s 2019 Incentive Award Plan (the “Plan”). The Initial Award shall vest as to 1/36 of the shares on each monthly anniversary of the grant date, subject to continued service through each applicable vesting date. Pursuant to the terms of the Director Compensation Program, the Initial Award will vest in full immediately prior to the occurrence of a change in control. All equity awards granted under the Plan have a maximum term of ten years, and the exercise price of each option granted under the Plan is equal to 100% of the fair market value of the Common Stock on the date of grant.

In connection with Ms. Harsch’s appointment to the Board, the Company will enter into an indemnification agreement with Ms. Harsch (the “Indemnification Agreement”) in accordance with the Company’s standard practice and pursuant to the form previously approved by the Board and the Company’s stockholders. The Indemnification Agreement, among other things, requires the Company to indemnify Ms. Harsch to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of Ms. Harsch’s services as a director.

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.

	SATSUMA PHARMACEUTICALS, INC.
Date: October 12, 2021	By:	/s/ Thomas O’Neil
		Thomas O’Neil Chief Financial Officer

XML

Document and Entity Information	Oct. 11, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001692830
Document Type	8-K
Document Period End Date	Oct. 11, 2021
Entity Registrant Name	SATSUMA PHARMACEUTICALS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39041
Entity Tax Identification Number	81-3039831
Entity Address, Address Line One	400 Oyster Point Boulevard
Entity Address, Address Line Two	Suite 221
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	410-3200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	STSA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false