Current Report Filing (8-k)
April 27 2020 - 4:27PM
Edgar (US Regulatory)
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): April 23, 2020
ARCUTIS BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39186
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81-2974255
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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2945 Townsgate Road, Suite 110
Westlake Village, CA 91361
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (805) 418-5006
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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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ARQT
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The Nasdaq Global Select Market
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On April 23, 2020, the Board of Directors (the Board) of Arcutis
Biotherapeutics, Inc. (the Company or Arcutis) appointed Halley E. Gilbert to the Board effective May 1, 2020. Ms. Gilbert will serve as a Class I director until the Companys 2021 annual meeting of
stockholders, or until her earlier death, resignation or removal.
As a non-employee director, Ms. Gilbert
will receive compensation in accordance with the Companys non-employee director compensation program. Pursuant to this program, upon the effective date of her appointment to the Board, Ms. Gilbert
will receive an a stock option award exercisable for 37,500 shares of the Companys common stock and will be eligible for the annual cash retainer in the amount of $37,500. The stock option will vest in three equal annual installments on the
anniversary of the date of Ms. Gillberts appointment to the Board, subject to Ms. Gilberts continued service to the Company through such date.
Ms. Gilbert will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the
Companys current officers and directors.
There were no arrangements or understandings between Ms. Gilbert, and any other person pursuant to
which Ms. Gilbert was appointed as a member of the Board. There have been no transactions in which Ms. Gilbert has an interest that would be reportable under Item 404(a) of Regulation S-K.
On April 27, 2020, Arcutis issued a press release announcing Ms. Gilberts appointment to the Board. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ARCUTIS BIOTHERAPEUTICS, INC.
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Date: April 27, 2020
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By:
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/s/ John W. Smither
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John W. Smither
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Chief Financial Officer
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