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 10, 2019
IONIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-19125
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33-0336973
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(Commission File No.)
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(IRS Employer Identification No.)
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2855 Gazelle Court
Carlsbad, CA 92010
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760) 931-9200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, $.001 Par Value
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“IONS”
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The Nasdaq Stock Market, LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
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Emerging growth company
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| 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.
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(d)
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Appointment of Joan Herman to Board of Directors
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On June 10, 2019, the Board of Directors (the “Board”) of Ionis Pharmaceuticals, Inc. (the “Company”) appointed Joan Herman, President and Chief Executive Officer of Herman and Associates LLC, as a member of the Company’s Board, effective immediately.
There are no arrangements or understandings between Ms. Herman and any other persons pursuant to which Ms. Herman was appointed as a director of the Company.
Ms. Herman will receive the standard director compensation that the Company provides to its non-employee directors of $55,000 per calendar year and will be eligible for automatic equity grants
under the Company’s Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan.
In addition, Ms. Herman will enter into the Company’s standard form of indemnity agreement.
A copy of the press release announcing the appointment of Ms. Herman is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Financial Statements and Exhibits.
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Exhibits
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| 99.1 |
Press Release dated June 12, 2019.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Ionis Pharmaceuticals, Inc.
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Dated: June 12, 2019
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By:
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/s/ Patrick R. O’Neil
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Patrick R. O’Neil
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Senior Vice President, Legal, General
Counsel and Chief Compliance Officer
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Exhibit 99.1
Ionis announces appointment of Joan E. Herman to its board of directors
Carlsbad, Calif., June 12, 2019 – Ionis Pharmaceuticals, Inc. (Nasdaq: IONS), the leader in RNA-targeted therapeutics, today announced the appointment of
a new member to its board of directors effective immediately – Joan E. Herman, MBA, MS, president and chief executive officer of Herman and Associates, LLC. With the appointment of Ms. Herman, the Ionis board of directors increases to 12 members.
“We are pleased to welcome Joan Herman to the Ionis board. She joins Ionis at an exciting time as we celebrate our 30-year anniversary with three commercial medicines and an industry-leading
pipeline of more than 40 medicines, many with blockbuster potential,” said Stanley T. Crooke, M.D, Ph.D., Ionis founder, chief executive officer, and chairman of the board. “Joan’s distinguished career in the healthcare industry, along with her
extensive experience in business operations and development make her an outstanding addition to our board.”
Ms. Herman is currently president and CEO of Herman & Associates, a management consulting firm that specializes in advising private equity firms investing in healthcare. She has deep
experience leading healthcare and payor companies, serving in several executive positions at Anthem (formerly WellPoint), including as president and CEO of the Consumer Business unit, president and CEO of the Specialty, Senior and State Sponsored
Business and group president, Senior and Specialty Businesses. Ms. Herman also served as a senior vice president of Phoenix Life Insurance Company. Ms. Herman currently serves on the board of directors for Encompass Health (formerly HealthSouth) and
previously served on the boards of both Convergys and AARP Services, Inc. She has earned degrees from Barnard College, Columbia University (summa cum laude, BS Mathematics), Yale University (MS) and Western New England University (MBA).
ABOUT IONIS PHARMACEUTICALS, INC.
As the leader in RNA-targeted drug discovery and development, Ionis has created an efficient, broadly applicable, drug discovery
platform called antisense technology that can treat diseases where no other therapeutic approaches have proven effective. Our drug discovery platform has served as a springboard for actionable promise and realized hope for patients with unmet
needs. We created the first and only approved treatment for children and adults with spinal muscular atrophy as well as the world's first RNA-targeted therapeutic approved for the treatment of polyneuropathy in adults with hereditary transthyretin
amyloidosis. Our sights are set on all the patients we have yet to reach with a pipeline of more than 40 novel medicines designed to treat a broad range of diseases including cardiovascular diseases, neurological diseases, infectious diseases,
pulmonary diseases and cancer.
To learn more about Ionis follow us on twitter @ionispharma or visit www.ionispharma.com.
Ionis Pharmaceuticals Investor Contact:
D. Wade Walke, Ph.D.
Vice President, Investor Relations
760-603-2741
Ionis Pharmaceuticals Media Contact:
Roslyn Patterson
Vice President, Corporate Communications
760-603-2681