Current Report Filing (8-k)

Date : 11/18/2019 @ 9:06PM
Source : Edgar (US Regulatory)
Stock : Conatus Pharmaceuticals Inc (CNAT)
Quote : 0.4657  0.0307 (7.06%) @ 5:00AM
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Current Report Filing (8-k)












Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 18, 2019



(Exact Name of Registrant as Specified in its Charter)



Delaware   001-36003   20-3183915

(State or Other Jurisdiction

of Incorporation)




File Number)



(IRS Employer

Identification No.)



16745 West Bernardo Drive, Suite 200

San Diego, California

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: (858) 376-2600


(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 (see General Instruction 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))


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. ☐


Securities registered pursuant to Section 12(b) of the Act:


Title of each class:  


Trading symbol:

  Name of each exchange on which registered:
Common Stock, par value $0.0001 per share   CNAT   The Nasdaq Global Market




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of Director


Effective as of November 18, 2019, upon the recommendation of the nominating and corporate governance committee, and pursuant to the bylaws of Conatus Pharmaceuticals Inc. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Kathleen D. Scott to the Board. Ms. Scott was appointed as a Class II director, with an initial term expiring at the 2021 annual meeting of stockholders of the Company and was named to serve as a member of the Board’s audit committee. Following Ms. Scott’s appointment, the Board’s audit committee will consist of William R. LaRue, David F. Hale, Daniel L. Kisner, M.D. and Ms. Scott.


Ms. Scott will participate in the Company’s non-employee director compensation program and will receive an annual retainer of $40,000 for her service on the Board. Ms. Scott will receive an additional annual retainer of $7,500 as a member of the audit committee. Upon joining the Board, Ms. Scott was granted an option to purchase 30,000 shares of common stock of the Company with an exercise price equal to the fair market value of the common stock on the date of grant, which will vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant. In addition, on the date of each annual meeting of stockholders of the Company, Ms. Scott will receive an option to purchase 20,000 shares of common stock of the Company, provided that she has been serving on the Board for at least six months prior to such meeting and will continue to serve on the Board immediately following such meeting, which options will vest and become exercisable on the first anniversary of the date of grant. The amended and restated non-employee director compensation program is described in further detail in, and was filed as Exhibit 10.1 to, the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2017. Ms. Scott will enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1, initially filed with the SEC on June 14, 2013.


There are no arrangements or understandings between Ms. Scott and any other persons pursuant to which she was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. Scott and the Company. The Board has determined that Ms. Scott meets the applicable independence requirements of The Nasdaq Stock Market LLC.






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: November 18, 2019       By:   /s/ Keith W. Marshall, Ph.D.
        Name:   Keith W. Marshall, Ph.D.
        Title:   Executive Vice President, Chief Operating Officer and Chief Financial Officer








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