Washington, D.C. 20549







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




(Exact name of registrant as specified in its charter)




Delaware   001-39186   81-2974255

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)

2945 Townsgate Road, Suite 110

Westlake Village, CA 91361

(Address of principal executive offices, including Zip Code)

Registrant’s 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):


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





Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   ARQT   The Nasdaq Global Select 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 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 Company’s 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 Company’s 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 Company’s 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. Gillbert’s appointment to the Board, subject to Ms. Gilbert’s 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 Company’s 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.


Item 8.01

Other Events

On April 27, 2020, Arcutis issued a press release announcing Ms. Gilbert’s 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

Financial Statements and Exhibits





99.1    Press release dated April 27, 2020.


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.


Date: April 27, 2020     By:   /s/ John W. Smither
      John W. Smither
      Chief Financial Officer
Arcutis Biotherapeutics (NASDAQ:ARQT)
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