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): June 2, 2022

Mirum Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38981	83-1281555
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

950 Tower Lane, Suite 1050 Foster City, California	94404
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 667-4085

N/A

(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))

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, par value $0.0001 per share	MIRM	Nasdaq Global 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.

(d)

On June 2, 2022, the Board of Directors (the “Board”) of Mirum Pharmaceuticals, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Saira Ramasastry to the Board, effective immediately. Ms. Ramasastry will serve as a Class II director, with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders. Ms. Ramasastry will initially serve on the Audit Committee of the Board and will succeed Niall O’Donnell, Ph.D. on such committee, effective immediately.

Pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”), Ms. Ramasastry was granted a stock option to purchase 34,000 shares of the Company’s common stock in connection with her appointment to the Board, which will vest in three equal annual installments measured from the date of grant, subject to Ms. Ramasastry’s continuous service as of each such date. In addition, in accordance with the Policy, Ms. Ramasastry will also receive an annual cash retainer of $40,000 for her Board service and $10,000 for her service on the Audit Committee thereof, each of which will be pro-rated for 2022. In addition, commencing with the Company’s 2023 Annual Meeting of Stockholders, Ms. Ramasastry will be eligible to receive an annual option grant to purchase 17,000 shares of the Company’s common stock, subject to her continuous service as of each such date.

Ms. Ramasastry has entered into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Ms. Ramasastry 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 promulgated by the Securities and Exchange Commission between Ms. Ramasastry and the Company required to be disclosed herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 8, 2022, the record date for the Annual Meeting, 31,815,969 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class III Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

	Votes For	Votes Withheld	Broker Non-Votes
Laura Brege	17,902,179	5,742,160	2,304,730
Michael Grey	18,080,299	5,564,040	2,304,730
Christopher Peetz	19,163,580	4,480,759	2,304,730

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
25,925,952	5,169	17,948	—

Item 8.01 Other Events.

On June 6, 2022, the Company issued a press release announcing the appointment of Ms. Ramasastry to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 6, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Mirum Pharmaceuticals, Inc.
Date: June 6, 2022	By:	/s/ Christopher Peetz
		Christopher Peetz
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Mirum Pharmaceuticals Appoints Saira Ramasastry to Board of Directors

FOSTER CITY, Calif. – June 6, 2022 - Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) today announced the appointment of Saira Ramasastry to the Company’s board of directors and as a member of the audit committee where she will bring to bear her more than 20 years of financial leadership.

“Saira’s extensive financial and strategic experience will be a tremendous complement to our board of directors as we seek to expand the reach and impact of LIVMARLI^®, advance our development programs, and grow our rare disease pipeline,” said Chris Peetz, president and chief executive officer of Mirum. “We have sought to comprise our Board with individuals of strong integrity, experience and judgment, and we believe Saira will be a great fit and valued advisor as we continue to grow.”

Ms. Ramasastry is the managing partner of Life Sciences Advisory, LLC an independent firm that she founded to provide strategic advice and business development solutions for life science companies. Prior to founding Life Sciences Advisory, Ms. Ramasastry spent 10 years as an investment banker with Merrill Lynch & Company where she helped establish the biotechnology practice and advised on mergers and acquisitions, and strategic and capital market transactions. Previously, she served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm. Ms. Ramasastry currently serves on the board of directors for Day One Biopharmaceuticals, Inc. Vir Biotechnology, Inc., Akouos, Inc., and Glenmark Pharmaceuticals, Ltd. She is also a health innovator fellow of the Aspen Institute and a member of the Aspen Global Leadership Network. Ms. Ramasastry holds an M.S. in management science and engineering and a B.A. in economics from Stanford University, as well as a M. Phil. in management studies from University of Cambridge.

“Mirum is an exciting company with a talented team that has demonstrated its ability to create ambitious goals and deliver value for patients,” said Saira Ramasastry. “I am honored to join its Board and support Mirum as they continue to advance important medicines for rare diseases.”

About Mirum Pharmaceuticals, Inc.

Mirum Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to transforming the treatment of rare liver diseases. Mirum’s approved medication is LIVMARLI^® (maralixibat) oral solution which is approved in the United States for the treatment of cholestatic pruritus in patients with Alagille syndrome one year of age and older.

Mirum’s late-stage pipeline includes two investigational treatments for debilitating liver diseases affecting children and adults. LIVMARLI, an oral ileal bile acid transporter (IBAT) inhibitor, is currently being evaluated in clinical trials for pediatric liver diseases and includes the MARCH Phase 3 clinical trial for progressive familial intrahepatic cholestasis (PFIC) and the EMBARK Phase 2b clinical trial for patients with biliary atresia. In addition, Mirum has an expanded access program open across multiple countries for eligible patients with ALGS and PFIC.

Mirum has submitted a Marketing Authorization Application to the European Medicines Agency for LIVMARLI for the treatment of cholestatic liver disease in patients with Alagille syndrome.

Mirum’s second investigational treatment, volixibat, an oral IBAT inhibitor, is being evaluated in three potentially registrational studies including the VISTAS Phase 2b clinical trial for adults with primary sclerosing cholangitis, the OHANA Phase 2b clinical trial for pregnant women with intrahepatic cholestasis of pregnancy, and the VANTAGE Phase 2b clinical trial for adults with primary biliary cholangitis.

Follow Mirum on Twitter, Facebook, LinkedIn and Instagram.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the benefits Ms. Ramasastry’s experience will have for Mirum and its board of directors, Mirum’s continued advancement of therapies for rare disease and the potential success and impacts of LIVMARLI and Mirum’s programs. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “will,” “anticipate,” “seek,” “expect,” “potential,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Mirum’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Mirum’s business in general, the impact of the COVID-19 pandemic, and the other risks described in Mirum’s filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Mirum undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Contacts

Media Contact:

Erin Murphy

media@mirumpharma.com

Investor Contacts:

Ian Clements, Ph.D.

ir@mirumpharma.com

Sam Martin

Argot Partners

ir@mirumpharma.com

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