SEC Charges Employee of Drug Manufacturer with Insider Trading Ahead of Pharma Customer's Acquisition Announcement

ADMINISTRATIVE PROCEEDING
File No. 3-21286
 

January 27, 2023 - The Securities and Exchange Commission today announced insider trading charges against Donna L. Matuizek ("Matuizek"), of Burien, Washington, for trading in the securities of Pandion Therapeutics, Inc. ("Pandion") in advance of an announcement that Merck & Co., Inc. ("Merck") had agreed to acquire all outstanding Pandion stock in a tender offer.

According to the SEC's order, Matuizek obtained material nonpublic information concerning a potential transaction between Merck and Pandion through her role as Vice President of Quality for a drug manufacturer and key Pandion supplier that was the subject of a due diligence audit by Merck relating to the acquisition. The order finds that on February 16, 2021, in violation of her duties to her employer and to Pandion, Matuizek purchased Pandion stock while aware and on the basis of that material nonpublic information. According to the order, when Pandion's stock price rose by approximately 133% following the February 25, 2021 announcement of Merck's tender offer, Matuizek obtained ill-gotten gains of $27,800.

The SEC's order finds that Matuizek violated the antifraud provisions of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3(a) thereunder. Without admitting or denying the SEC's findings, Matuizek agreed to settle the charges by consenting to a cease-and-desist order and to paying disgorgement of $27,800, prejudgment interest of $1,717.96, and a civil penalty of $27,800.

The SEC's investigation was conducted by Derek M. Schoenmann, Tracy E. Sivitz, Chevon Walker, John S. Rymas, and Simona K. Suh of the Enforcement Division's Market Abuse Unit, and by Neil Hendelman of the New York Regional Office. It was supervised by Market Abuse Unit Chief Joseph G. Sansone. The SEC appreciates the assistance of the Financial Industry Regulatory Authority.