SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2022
PRAXIS PRECISION MEDICINES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, Massachusetts 02110
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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|| |
Name of each exchange
on which registered
|Common Stock, $0.0001 par value per share|| ||PRAX|| ||The Nasdaq Global Select 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.
On May 21, 2022, the Board of Directors (the “Board”) of Praxis Precision Medicines, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Jill DeSimone to the Board as a Class I director, effective May 23, 2022, to serve until the 2024 Annual Meeting of Stockholders or until her successor has been duly elected and qualified. The Board determined that Ms. DeSimone is independent under the listing standards of the Nasdaq Stock Market LLC.
Ms. DeSimone will be compensated for her service as a non-employee director pursuant to the Company’s Non-Employee Director Compensation Policy. As a non-employee director, Ms. DeSimone is entitled to an initial stock option award and is also entitled to receive an annual cash retainer and an annual stock option award, subject to her continued service on the Board. Ms. DeSimone is not a party to any related person transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. DeSimone and any other persons pursuant to which she was selected as a director. In addition, Ms. DeSimone has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
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.
|PRAXIS PRECISION MEDICINES, INC.|
|Date: May 23, 2022||By:|| ||/s/ Marcio Souza|
| ||Marcio Souza|
| ||Chief Executive Officer|