8-K

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 17, 2017

MYOKARDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37609	44-5500552
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333 Allerton Ave.

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 741-0900

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

(d)

On April 17, 2017, the Board of Directors (the “Board”) of MyoKardia, Inc. (the “Company”) appointed David P. Meeker, M.D. to the Board as a Class II director. Dr. Meeker was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from eight (8) to nine (9) directors.

Dr. Meeker is executive vice president and head of Sanofi Genzyme, the specialty-care global business unit of Sanofi S.A. (“Sanofi”) that focuses on rare diseases, multiple sclerosis, oncology and immunology, a position he has held since January 2016. He has also served as a member of Sanofi’s Executive Committee since 2012. Dr. Meeker joined Genzyme Corporation in 1994 as medical director and held positions of increasing responsibility, including vice president, medical affairs, chief operating officer and ultimately president and chief executive officer when Genzyme was acquired by Sanofi in 2011. Prior to joining Genzyme, Dr. Meeker was director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic and an assistant professor of medicine at Ohio State University. Dr. Meeker has served as a director of Rhythm Pharmaceuticals, Inc., a biopharmaceutical company, since November 2015 and as its chairman of the board since April 2017. Dr. Meeker holds an M.D. degree from the University of Vermont Medical School and completed the Advanced Management Program at Harvard Business School in 2000. He will serve on the Board’s science and technology committee.

Upon his appointment to the Board, Dr. Meeker was granted an option to purchase 22,000 shares of the Company’s Common Stock at an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on April 17, 2017, which will vest in equal monthly installments during the four years thereafter, subject to Dr. Meeker’s continued service on the Board.

Dr. Meeker is an executive officer of Sanofi and currently holds the position of executive vice president. The Company is a party to a license and collaboration agreement (the “Collaboration Agreement”) entered into in August 2014 with Aventis Inc., a wholly-owned subsidiary of Sanofi. Pursuant to the Collaboration Agreement, in November 2016, Sanofi paid the Company a $25.0 million milestone-based payment in connection with the Company’s submission of an investigational new drug application for one of its product candidates, MYK-491, to the U.S. Food and Drug Administration. Additionally, in December 2016, Sanofi provided the Company with notice of its election to continue the collaboration through December 31, 2018, and in connection with such election, made an additional payment to the Company of $45.0 million in January 2017.

There are no arrangements or understandings between Dr. Meeker, on the one hand, and any other persons, on the other hand, pursuant to which Dr. Meeker was selected as a director.

Item 7.01 Regulation FD Disclosure

On April 18, 2017, the Company issued a press release announcing the appointment of Dr. Meeker to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and 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 filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated April 18, 2017

SIGNATURES

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: April 18, 2017	MyoKardia, Inc.
	By:	/s/ Jacob Bauer
		Jacob Bauer
		Senior Vice President, Finance and Corporate Development (principal financial and accounting officer)

EX-99.1

Exhibit 99.1

MyoKardia Appoints David Meeker, M.D., to Board of Directors

SOUTH SAN FRANCISCO, Calif. – April 18, 2017 – MyoKardia, Inc. (Nasdaq: MYOK), a clinical stage biopharmaceutical company pioneering a precision medicine approach for the treatment of heritable cardiovascular diseases, today announced the appointment of David Meeker, M.D., to the Company’s board of directors.

“I am thrilled to welcome David to our board at such an important time for MyoKardia,” said Tassos Gianakakos, chief executive officer. “David’s commitment to patients with debilitating and neglected diseases has been a hallmark throughout his career. He has led one of the most innovative and influential companies in our industry, resulting in multiple pioneering therapies that have improved the lives of so many. We look forward to his expertise and guidance at MyoKardia as we make progress towards our mission of changing the lives of people with serious cardiovascular diseases.”

Dr. Meeker is executive vice president and head of Sanofi Genzyme, the specialty care global business unit of Sanofi that focuses on rare diseases, multiple sclerosis, oncology, and immunology. As executive vice president of Sanofi, he served as a member of the executive committee. Dr. Meeker joined Genzyme in 1994 and held positions of increasing responsibility including vice president, medical affairs, chief operating officer and ultimately president and chief executive officer. Prior to joining Genzyme, Dr. Meeker was director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic and an assistant professor of medicine at The Ohio State University. He has authored more than 40 articles and multiple book chapters.

“MyoKardia is a special company driven by its mission and values,” said Dr. Meeker. “I’ve seen firsthand the skillful development and execution of the Company’s precision medicine platform. I am deeply impressed by the entire team, especially their commitment to helping patients through bold and innovative science.”

Dr. Meeker received his M.D. degree from the University of Vermont Medical School. He completed the Advanced Management Program at Harvard Business School in 2000.

About MyoKardia

MyoKardia is a clinical stage biopharmaceutical company pioneering a precision medicine approach to discover, develop and commercialize targeted therapies for the treatment of serious and rare cardiovascular diseases. MyoKardia’s initial focus is on the treatment of heritable cardiomyopathies, a group of rare, genetically-driven forms of heart failure that result from biomechanical defects in cardiac muscle contraction. MyoKardia has used its precision medicine platform to generate a pipeline of therapeutic

programs for the chronic treatment of the two most prevalent forms of heritable cardiomyopathy — hypertrophic cardiomyopathy, or HCM, and dilated cardiomyopathy, or DCM. MyoKardia’s most advanced product candidate, MYK-461, is an oral small molecule designed to reduce excessive cardiac muscle contractility leading to HCM. MyoKardia is currently studying MYK-461 in the Phase 2 PIONEER-HCM trial in symptomatic, obstructive HCM (oHCM), a subset of HCM for which the U.S. Food and Drug Administration (FDA) has granted MYK-461 Orphan Drug Designation. MYK-491, the second clinical candidate generated by MyoKardia’s product engine, is designed to increase the overall force of the heart’s contraction in DCM patients by increasing cardiac contractility. MyoKardia is currently evaluating MYK-491 in a Phase 1 study in healthy volunteers. A cornerstone of the MyoKardia platform is the Sarcomeric Human Cardiomyopathy Registry, or SHaRe, a multi-center, international repository of clinical and laboratory data on individuals and families with genetic heart disease, which MyoKardia helped form in 2014. MyoKardia believes that SHaRe, currently consisting of data from approximately 10,000 individuals, is the world’s largest registry of patients with heritable cardiomyopathies. MyoKardia’s mission is to change the world for patients with serious cardiovascular disease through bold and innovative science. For more information, please visit www.myokardia.com.

Investor Contact:

Beth DelGiacco

Stern Investor Relations, Inc.

212-362-1200

beth@sternir.com

Media Contact:

Steven Cooper

Edelman

415-486-3264

steven.cooper@edelman.com