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): August 10, 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 August 10, 2022, Stefan Vitorovic, a member of the board of directors (the “Board”) of Praxis Precision Medicines, Inc. (the “Company”), notified the Board of his intention to resign from the Board, effective August 12, 2022. Mr. Vitorovic's decision to resign was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. A copy of Mr. Vitorovic's letter of resignation is being furnished as Exhibit 99.1 attached to this Current Report on Form 8-K (the “Current Report”).
Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Jeffrey Chodakewitz, M.D. to serve as chair of the Nominating and Corporate Governance Committee of the Board, replacing Mr. Vitorovic in such position, and Jill DeSimone to serve as a member of the Audit Committee of the Board, replacing Mr. Vitorovic on such committee.
Exhibit 99.1 attached to this Current Report is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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: August 12, 2022||By:|| ||/s/ Marcio Souza|
| ||Marcio Souza|
| ||Chief Executive Officer|
August 10, 2022
Dear Dean and Marcio,
I hereby tender my resignation from the board of directors of Praxis Precision Medicines, effective as of August 12, 2022.
I am so proud of the progress the Company has made since I joined the Board in 2018, and I continue to believe strongly in Praxis’ pipeline, its management, and its prospects for success.
I have greatly enjoyed the opportunity to work with both of you, our fellow directors, and the colleagues at Praxis. I wish you all the best on the exciting road ahead!