8-K
00-0000000 false 0001808158 0001808158 2021-09-06 2021-09-06

 

 

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): September 8, 2021 (September 6, 2021)

 

 

Repare Therapeutics Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Québec   001-39335   Not applicable

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

7210 Frederick-Banting, Suite 100

St-Laurent, Québec, Canada

  H4S 2A1
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 412-7018

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

 

Name of each exchange

on which registered

Common shares, no par value   RPTX   The Nasdaq Stock Market LLC

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 Arrangement of Certain Officers.

On September 6, 2021, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Repare Therapeutics Inc. (the “Company”), the Board appointed Thomas Civik to serve as a Class II director of the Company and as chair of the Board, effective September 7, 2021. Mr. Civik will serve for a term expiring at the Company’s 2022 Annual Meeting of Shareholders, and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. In addition, the Board also appointed Mr. Civik to serve as a member of the Nominating Committee. Upon appointment of Mr. Civik to the Nominating Committee, Todd Foley will resign as a member of the Nominating Committee, effective September 7, 2021.

Mr. Civik, age 52, most recently served as President, Chief Executive Office and a member of the board of directors of Five Prime Therapeutics, Inc. (“Five Prime”) from April 2020 through May 2021, when Five Prime was acquired by Amgen Inc. Prior to his time at Five Prime, Mr. Civik served as Chief Commercial Officer of Foundation Medicine, Inc. from November 2017 until September 2019. From December 2000 to November 2017, Mr. Civik served in positions of increasing responsibility at Genentech, Inc., most recently serving as Vice President and Franchise Head leading the commercialization efforts for the Avastin, Tarceva, Tecentriq and Alecensa, products. Earlier in his career, from July 1992 to December 2000, Mr. Civik served at Sanofi S.A. in various sales and marketing roles of increasing responsibility. Mr. Civik received a B.A. in political science from Saint Norbert College and an M.B.A. in business strategy and marketing from the Kellogg School of Management at Northwestern University.

There is no arrangement or understanding between Mr. Civik and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Civik and any of the Company’s other directors or executive officers. Mr. Civik does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

Mr. Civik will be compensated in accordance with the Company’s non-employee director compensation policy as described in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 1, 2021. Pursuant to this policy, Mr. Civik will be entitled to receive a $35,000 annual retainer for his service on the Board, plus additional annual retainers of $30,000 for his service as non-executive chairperson of the Board and $4,000 for his service as a member of the Nominating Committee. In addition, pursuant to this policy, on September 7, 2021, Mr. Civik was granted an initial option grant to purchase 42,000 of the Company’s common shares at an exercise price of $31.33 per share, the closing price of the Company’s common shares as reported by the Nasdaq Global Select Market on that date. One third of this option vests on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments until the third anniversary of the date of grant. In addition, pursuant to the Company’s non-employee director compensation policy, Mr. Civik will be eligible for an annual option grant to purchase 21,000 of the Company’s common shares, which will be granted in connection with the Company’s Annual Meeting of Shareholders each year. Mr. Civik has also entered into the Company’s standard indemnity agreement, the form of which was previously filed by the Company as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-238822), initially filed with the Securities and Exchange Commission on May 29, 2020.

Item 7.01 Regulation FD Disclosure.

On September 7, 2021, the Company issued a press release announcing the appointment of Mr. Civik as a director of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Press release dated September 7, 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.

 

REPARE THERAPEUTICS INC.
By:  

/s/ Lloyd M. Segal

 

Lloyd M. Segal

President and Chief Executive Officer

Dated: September 8, 2021

EX-99.1

LOGO

Repare Therapeutics Appoints Thomas Civik to its Board and as New Chairman

Former CEO of Five Prime Therapeutics brings over 25 years of leadership and commercial experience in pharma, biotech and molecular Dx

CAMBRIDGE, Mass. & MONTREAL—(BUSINESS WIRE)—Sep. 7, 2021—Repare Therapeutics Inc. (“Repare” or the “Company”) (Nasdaq: RPTX), a leading clinical-stage precision oncology company, today announced the appointment of Thomas Civik to its Board of Directors and as its Chairman. He replaces Jerel Davis, Ph.D., Managing Director at Versant Ventures, who will remain a member of the Company’s Board.

“It is my pleasure to welcome Tom to our Board as our new Chairman,” said Repare President and CEO Lloyd M. Segal. “Tom brings a wealth of experience in developing and launching innovative oncology drugs and in leading edge molecular diagnostics. His leadership will be crucial for Repare as we continue to advance our clinical pipeline. We are fortunate to have Jerel continue as a board member, having played an integral role as our Chair from our founding within Versant to our transition over the last six years to a clinical-stage public company.”

“I am delighted to join Repare and other members of the Board during this exciting time for the Company,” said Mr. Civik. “I look forward to supporting Repare’s executive team in the execution of its business plans and strategy, as Repare looks to continue to advance novel clinical candidates, RP-3500 and RP-6306 further into the clinic, while continuing to leverage its differentiated SNIPRx platform to discover, develop and launch new precision oncology therapeutics.”

“It’s my pleasure to welcome Tom to the Board of Repare,” said Dr. Davis. “His extensive leadership experience of clinical- and commercial-stage biotech and pharma companies makes him an exceptional fit as Repare enters its next stage of growth.”

Tom Civik most recently served as President and Chief Executive Officer of Five Prime Therapeutics until its acquisition by Amgen for $1.9 billion in April 2021. He was previously Chief Commercial Officer at Foundation Medicine, delivering significant growth during his tenure and launching the first ever FDA-approved pan-cancer comprehensive genomic test. He held various roles over a 17-year career at Genentech, including responsibility for several important therapies such as Avastin, Tecentriq, Alecensa and Tarceva. Mr. Civik earned a B.A. from St. Norbert College, and an M.B.A. from Northwestern University Kellogg School of Management.


LOGO

About Repare Therapeutics’ SNIPRx® Platform

Repare’s SNIPRx® platform is a genome-wide CRISPR-based screening approach that utilizes proprietary isogenic cell lines to identify novel and known synthetic lethal gene pairs and the corresponding patients who are most likely to benefit from the Company’s therapies based on the genetic profile of their tumors. Repare’s platform enables the development of precision therapeutics in patients whose tumors contain one or more genomic alterations identified by SNIPRx® screening, in order to selectively target those tumors in patients most likely to achieve clinical benefit from resulting product candidates.

About Repare Therapeutics, Inc.

Repare Therapeutics is a leading clinical-stage precision oncology company enabled by its proprietary synthetic lethality approach to the discovery and development of novel therapeutics. The Company utilizes its genome-wide, CRISPR-enabled SNIPRx® platform to systematically discover and develop highly targeted cancer therapies focused on genomic instability, including DNA damage repair. The Company’s pipeline includes its lead product candidate RP-3500, a potential leading ATR inhibitor currently in Phase 1/2 clinical development, its second clinical candidate, RP-6306, a PKMYT1 inhibitor currently in Phase 1 clinical development, a Polq inhibitor program, as well as eight other early-stage, pre-clinical programs. For more information, please visit reparerx.com.

SNIPRx® is a registered trademark of Repare Therapeutics Inc.

Forward-Looking Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s business strategy and pipeline including the clinical development of the Company’s pipeline, ability to develop new therapeutics and eventual transition into a commercial stage company. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties that could cause the Company’s clinical development programs, future results or performance to differ materially from those expressed or implied by the forward-looking statements. Many factors may cause differences between current expectations


LOGO

and actual results, including the impacts of the COVID-19 pandemic on the Company’s business, clinical trials and financial position, unexpected safety or efficacy data observed during preclinical studies or clinical trials, clinical trial site activation or enrollment rates that are lower than expected, changes in expected or existing competition, changes in the regulatory environment, the uncertainties and timing of the regulatory approval process, and unexpected litigation or other disputes. Other factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified in the section titled “Risk Factors” in the Company’s Quarterly Report for the period ended June 30, 2021 filed with the Securities and Exchange Commission (“SEC”) on August 12, 2021 and any subsequent filings with the SEC. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Repare Contact:

Steve Forte

Chief Financial Officer

Repare Therapeutics Inc.

info@reparerx.com

Investors:

Kimberly Minarovich

Argot Partners

repare@argotpartners.com

Media:

David Rosen

Argot Partners

david.rosen@argotpartners.com

212-600-1902