0001193125-19-202532.txt : 20190725 0001193125-19-202532.hdr.sgml : 20190725 20190725161532 ACCESSION NUMBER: 0001193125-19-202532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190724 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20190725 DATE AS OF CHANGE: 20190725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Turning Point Therapeutics, Inc. CENTRAL INDEX KEY: 0001595893 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463826166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38871 FILM NUMBER: 19974611 BUSINESS ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-926-5251 MAIL ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: TP Therapeutics, Inc. DATE OF NAME CHANGE: 20181018 FORMER COMPANY: FORMER CONFORMED NAME: TP Therapeutics, INC DATE OF NAME CHANGE: 20140106 8-K 1 d780535d8k.htm 8-K 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): July 24, 2019

 

 

TURNING POINT THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38871   46-3826166

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

10628 Science Center Drive, Suite 200, San Diego, CA   92121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 926-5251

10628 Science Center Drive, Suite 225, San Diego, CA 92121

(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 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

   

Trading

Symbol(s)

   

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

    TPTX    The Nasdaq Stock Market LLC

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.

On July 24, 2019, the Board of Directors (the “Board”) of Turning Point Therapeutics, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Carol Gallagher, Pharm.D., as a Class II director of the Company, and Chair of the Nominating and Corporate Governance Committee of the Board, with a term of office expiring at the 2021 annual meeting of stockholders. There are no arrangements or understandings between Dr. Gallagher and any other person pursuant to which she was selected as a director. In addition, there are no transactions in which Dr. Gallagher has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”), Dr. Gallagher (i) will receive an annual cash retainer of (a) $35,000 for service on the Board and (b) $7,000 for service as the Chair the Nominating and Corporate Governance Committee of the Board, and (ii) was granted on the date of her appointment an option to purchase 30,000 shares of the Company’s common stock, which vests monthly over a three-year period. The Compensation Policy also provides for further automatic annual option grants to purchase 15,000 shares of the Company’s common stock on the date of each annual meeting of stockholders, which vest in full on the one-year anniversary of the date of grant. Each of the option grants described above will vest in full in the event of a change in control (as defined in the Company’s 2019 equity incentive plan) provided Dr. Gallagher remains in continuous service with the Company as of immediately prior to such change in control. Dr. Gallagher has also entered into the Company’s standard form of Indemnity Agreement for directors of the Company.

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 thereunto duly authorized.

 

 

TURNING POINT THERAPEUTICS, INC.

Date: July 25, 2019

  

By:

  

/s/ Annette North

        Annette North
        Executive Vice President and General Counsel