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): August 11, 2020

KARUNA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38958	27-0605902
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

33 Arch Street, Suite 3110 Boston, Massachusetts	02110
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (857) 449-2244

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	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001	KRTX	The Nasdaq Global 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2020, the Board of Directors (the “Board”) of Karuna Therapeutics, Inc. (the “Company”) appointed Laurie J. Olson as a director of the Company’s Board, effective August 12, 2020. Ms. Olson was also appointed to serve as a member of the Company’s Nominating and Corporate Governance Committee of the Board. Ms. Olson will serve as a Class I director, to serve until the Company’s annual meeting of stockholders in 2023.

Ms. Olson worked at Pfizer Inc. from 1987 until 2018, serving in various roles of increasing authority during her tenure there, including Executive Vice President–Strategy and Commercial Operations from 2012 to 2018, Senior Vice President–Portfolio Management and Analysis from 2008 to 2012, Vice President–Commercial Development from 2006 to 2008 and Vice President–Worldwide Marketing from 2002 to 2006. Ms. Olson currently serves as a member of the Board of Trustees of the Mystic Seaport Museum in Mystic, Connecticut. Ms. Olson received a B.A. in Economics from State University of New York at Stony Brook and an M.B.A. in Marketing from Hofstra University. Our Board believes Ms. Olson is qualified to serve as a member of the Board due to her extensive experience as an executive in the pharmaceutical industry.

Ms. Olson will be compensated for her service as a non-employee director pursuant to the Company’s Non-Employee Director Compensation Policy and received an initial option award to purchase 25,000 shares of the Company’s common stock pursuant to the Company’s 2019 Stock Option and Incentive Plan. As a non-employee director, Ms. Olson is also entitled to receive an annual cash retainer of $35,000 as a member of the Board and an additional $4,000 as a member of the Nominating and Corporate Governance Committee of the Board.

The Company also entered into an indemnification agreement with Ms. Olson in connection with her appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Ms. Olson and any other persons pursuant to which she was selected as a director, and Ms. Olson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Karuna Therapeutics, Inc., dated August 13, 2020

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.

Date: August 13, 2020	KARUNA THERAPEUTICS, INC.
	By:	/s/ Troy Ignelzi
		Troy Ignelzi
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Karuna Therapeutics Appoints Laurie Olson to Board of Directors

BOSTON—Aug. 13, 2020—Karuna Therapeutics, Inc. (NASDAQ: KRTX), an innovative clinical-stage biopharmaceutical company committed to developing novel therapies with the potential to transform the lives of people with disabling and potentially fatal neuropsychiatric disorders, today announced the appointment of Laurie Olson to its Board of Directors effective August 12, 2020. Ms. Olson will be part of the nominating and corporate governance committee.

“We are pleased to welcome Laurie to our board at an exciting moment for Karuna as we continue to advance our pipeline and begin the transition to a late-stage biotech company,” said Steve Paul, M.D., chief executive officer, president and chairman of Karuna Therapeutics. “Laurie’s expertise in commercial and corporate strategy, with a keen focus on identifying and optimizing synergies between R&D and commercial organizations, experience in growing a culture of engaged teams, and advocacy for workplace diversity and inclusion, will be invaluable as we navigate our next phases of growth.”

“Karuna is making tremendous progress in advancing potential new treatments for some of the most serious and complex neuropsychiatric disorders,” said Ms. Olson. “I join Karuna at an important inflection point for the company, and look forward to working with management and the board to help grow the organization and capabilities with the goal of delivering meaningful treatment options to patients.”

Ms. Olson is a seasoned pharmaceutical executive with more than 30 years of commercial and corporate strategy experience, most recently serving as the Executive Vice President, Strategy and Commercial Operations at Pfizer Inc. until 2018. In this role, Ms. Olson led a global organization accountable for corporate strategic planning, portfolio management, and commercial support functions. Ms. Olson served as a member of Pfizer’s Portfolio Strategy and Investment Committee as well as the Pfizer Board of Directors’ Science and Technology Committee, where she was accountable for informing therapeutic area strategies and the utilization of new technologies and analytic methods to drive R&D and commercial productivity. She also was a member of the Business Development, Disclosure, Diversity, and Compliance Committees where she supported Pfizer’s commitment to maintaining its transparency and compliance with internal and external stakeholders. Prior to her role as Executive Vice President, Ms. Olson held various positions of increasing authority during her tenure at Pfizer from 1987 to 2018. She currently serves as a member of the Board of Trustees of the Mystic Seaport Museum in Mystic, Connecticut. Ms. Olson received a B.A. in Economics from State University of New York at Stony Brook and an M.B.A. in Marketing from Hofstra University.

About Karuna

Karuna is a clinical-stage biopharmaceutical company committed to developing and delivering first-in-class therapies with the potential to transform the lives of people with CNS disorders—which remain among the most disabling and potentially fatal disorders worldwide. Galvanized by the understanding that today’s neuropsychiatric patients deserve better, Karuna’s mission is to harness the untapped potential of the brain’s complex biology in pursuit of novel therapeutic pathways that will advance the standard of care. For more information, please visit karunatx.com.

Forward Looking Statements

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations about the timing of advancing of our planned clinical trials and regulatory filings, our goals to develop and commercialize our product candidates, our identification of additional product candidates, and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in such forward-looking statements. These factors include risks related to our limited operating history, our ability to obtain necessary funding, our ability to generate positive clinical trial results for our product candidates, the timing and scope of regulatory approvals, changes in laws and regulations to which we are subject, competitive pressures, our ability to identify additional product candidates, risks relating to business interruptions resulting from the coronavirus (COVID-19) pandemic, and other risks set forth under the heading “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

Investor Contact

Alexis Smith

518-338-8990

asmith@karunatx.com