Item 2.02 Results of Operations and Financial Condition.
On August 9, 2022, Verve Therapeutics, Inc. (the "Company") announced its
financial results for the quarter ended June 30, 2022. The full text of the
press release issued by the Company in connection with the announcement is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (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 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of John Evans from the Board of Directors
On August 3, 2022, John Evans notified the Chairman of the Company's Board of
Directors (the "Board") of his decision to resign, effective August 4, 2022,
from his position as a member of the Board. Mr. Evans' resignation did not
result from any disagreements with management or the Board. Mr. Evans was a
Class I director of the Company.
Election of Lonnel Coats to the Board of Directors
On August 5, 2022, the Board, following the recommendation of the Nominating and
Corporate Governance Committee of the Board, elected Lonnel Coats as a member of
the Board and as a member of the Audit Committee of the Board, effective as of
August 8, 2022. Mr. Coats was designated as a Class I director with a term
expiring at the 2025 annual meeting of the stockholders of the Company and
thereafter until his successor has been duly elected and qualified, or until his
earlier death, resignation or removal. The Board has determined that Mr. Coats
is "independent" as contemplated by the Nasdaq Stock Market and other governing
laws and applicable regulations.
Mr. Coats, age 58, has served as Chief Executive Officer and Director of Lexicon
Pharmaceuticals, Inc., a biopharmaceutical company, since July 2014., and
previously served as Lexicon's President and Chief Executive Officer from July
2014 to October 2021. From 1996 through June 2014, Mr. Coats served in a series
of leadership positions at Eisai Inc. and Eisai Corporation of North America,
U.S. subsidiaries of Tokyo-based Eisai Co., Ltd., a Japanese pharmaceutical
company, including as Chief Executive Officer of Eisai Inc. from 2010 to June
2014 and as President and Chief Operating Officer of Eisai Inc. from 2004 to
2010. As President and Chief Executive Officer of Eisai, Mr. Coats oversaw the
commercialization of Eisai products in the therapeutic areas of oncology,
neurology, GI, epilepsy and metabolic disorders. He also led the diversification
of Eisai's business through over $5 billion in strategic acquisitions, licensing
and partnerships, which included the acquisition of MGI Pharma in 2008 and the
licensing of Belviq in 2011. Prior to joining Eisai, Mr. Coats spent eight years
with Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, where he
held a variety of management and sales positions. Mr. Coats has served on the
board of Blueprint Medicines Corporation, a global precision therapy company,
since February 2016. Mr. Coats received his Bachelor of Science in public
administration from Oakland University.
There are no arrangements or understandings between Mr. Coats and any other
person pursuant to which he was elected as a director. There are no transactions
in which Mr. Coats has an interest requiring disclosure under Item 404(a) of
Regulation S-K of the Securities Act of 1933, as amended.
Mr. Coats will be compensated in the same manner as the Company's other
non-employee directors. Information concerning the current compensation of the
Company's directors is set forth in the Company's definitive proxy statement
filed with the U.S. Securities and Exchange Commission (the "SEC") on April 29,
2022. Accordingly, Mr. Coats received, upon his election to the Board, an option
to purchase 31,000 shares of common stock of the Company at an exercise price of
$27.17 per share, the closing price per share of the Company's common stock on
the Nasdaq Global Select Market on the effective date of Mr. Coats's election.
In connection with his election, Mr. Coats has entered into the Company's
standard form of Indemnification Agreement, a copy of which was filed as Exhibit
10.17 to the Company's Registration Statement on Form S-1 (File No. 333-256608)
filed with the SEC on May 28, 2021. Pursuant to the terms of this agreement, the
Company may be required, among other things, to indemnify Mr. Coats for some
expenses, including attorneys' fees, judgments, fines and settlement amounts
incurred by him in any action or proceeding arising out of his service as a
director of the Company.
Following the resignation of Mr. Evans and the appointment of Mr. Coats, the
size of the Board remains at seven members.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
99.1 Press Release issued by Verve Therapeutics, Inc. on August 9, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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