8-K 1 d137028d8k.htm 8-K 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) April 1, 2021



PMV Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39539   46-3218129

(State or other jurisdiction

of incorporation)



File Number)

  (IRS Employer
Identification No.)

8 Clarke Drive, Suite 3

Cranbury, New Jersey 08512

(Address, including zip code, of Registrant’s principal executive offices)

(609) 642-6670

(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 (see General Instruction 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





Name of each exchange

on which registered

Common Stock, par value $0.00001 per share   PMVP   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.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Election of Director

On April 1, 2021, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of PMV Pharmaceuticals, Inc. (the “Company”) unanimously approved the appointment of Charles M. Baum, M.D., Ph.D. as a class II director of the Company to fill the vacancy as a result of the passing of Arnold Oronsky, Ph.D. in November 2020. The effective date of Dr, Baum’s appointment was April 1, 2021. The term of the Company’s class II directors, including Dr. Baum, expires on the date of the Company’s annual meeting of the stockholders to be held in 2022 or upon the election and qualification of successor directors.

Dr. Baum’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Outside Director Compensation Policy, which was filed as Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2020. In addition, the Company entered into an indemnification agreement with Dr. Baum in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.

There is no arrangement or understanding pursuant to which Dr. Baum was appointed to the Board. There are no family relationships between Dr. Baum and any director or executive officer of the Company, and Dr. Baum has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01.

Regulation FD Disclosure.

On April 6, 2021, the Company issued a press release announcing Dr. Baum’s appointment to the Board as discussed in Item 5.02(d) of this Current Report on Form 8-K. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and 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 (the “Exchange Act”), 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, or the Exchange Act, except as expressly set forth by specific reference to such filing.


Item 9.01.

Financial Statements and Exhibits.





Exhibit No.



99.1    Press Release issued by PMV Pharmaceuticals, Inc., dated April 6, 2021.


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.



/s/ Winston Kung

  Winston Kung

Chief Operating Officer and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: April 6, 2021