UNITED STATES
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
On November 19, 2025, the Board of Directors (the “Board”) of Edgewise Therapeutics, Inc. (the “Company”) appointed Christopher Martin to serve as a Class I director, with a term expiring at the Company’s 2028 annual meeting of stockholders.
Mr. Martin, age 49, served as Chief Commercial Officer from January 2024 to October 2025 for Verona Pharma, which was acquired by Merck & Co. for approximately $10 billion in October 2025. As Chief Commercial Officer, Mr. Martin was responsible for building the commercial organization and launch strategy for the company’s first product launch, Ohtuvayre® (ensifentrine). Mr. Martin previously served in other management positions at Verona, including Senior Vice President of Commercial from January 2022 to December 2023 and Vice President of Commercial from June 2020 and December 2022. Prior, he served as Executive Director of Marketing at SK Life Science which is focused on developing novel therapeutics for central nervous system conditions from March 2018 to June 2020. Mr. Martin was instrumental in developing the commercial and marketing strategy and the framework for launching their first commercial product, XCOPRI® (cenobamate tablets). Until its acquisition by Melinta Therapeutics, Mr. Martin was Head of Marketing at Cempra where he led the development and launch strategy for the company’s first product, solithromycin. Prior to Cempra, he was at Salix Pharmaceuticals for 10 years in roles of increasing responsibility and led the Xifaxan® marketing team during the company’s acquisition by Valeant Pharmaceuticals. Mr. Martin received a Bachelor of Science in Financial Management from Clemson University.
The Board determined that Mr. Martin qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the Nasdaq Stock Market.
There are no arrangements or understandings between Mr. Martin and any other person pursuant to which Mr. Martin was selected as a director. In addition, there are no transactions in which Mr. Martin has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Martin will receive compensation for his service pursuant to the Company’s outside director compensation policy. This includes an annual cash retainer of $40,000 per year for service as an outside director. Additionally, as a new outside director, Mr. Martin was granted a stock option to purchase shares with a grant date fair value as determined in accordance with U.S. generally accepted accounting principles equal to approximately $700,000. This stock option vests as to 1/36th of the total number of shares on each monthly anniversary of the grant date, subject to Mr. Martin’s continued service through the applicable vesting date. In the event of a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan), the stock option will vest in full. In addition, Mr. Martin also executed the Company’s standard form of indemnification agreement.
A copy of the press release announcing Mr. Martin’s appointment as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 20, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
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.
| EDGEWISE THERAPEUTICS, INC. | ||
| By: | /s/ John Moore | |
| John Moore | ||
| General Counsel | ||
Date: November 20, 2025