Item 2.02 Results of Operations and Financial Condition.
On January 9, 2023, Mirum Pharmaceuticals, Inc. (the "Company") issued a press
release announcing, among other things, the Company's preliminary unaudited
revenues for both the quarter and fiscal year ended December 31, 2022. The full
text of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On January 7, 2023, the Company and Ian Clements, Ph.D. entered into a
Transition, Separation and Consulting Agreement, dated January 7, 2023 (the
"Agreement"), pursuant to which Dr. Clements will resign as Chief Financial
Officer of the Company.
Pursuant to the Agreement, Dr. Clements will continue his employment with the
Company in the role of Chief Financial Officer from the effective date of the
Agreement through May 15, 2023 unless such date is extended by mutual agreement
or Dr. Clements' employment is terminated earlier in accordance with the terms
of the Agreement (the "Transition Period"). Following the end of the Transition
Period and subject to the terms and conditions of the Agreement, Dr. Clements
will serve as a consultant to the Company for a period of 12 months unless such
consulting arrangement is terminated earlier in accordance with the Agreement
(the "Consulting Period").
During the Transition Period, Dr. Clements will be entitled to: (a) continued
payments of his then-effective base salary in accordance with the Company's
standard payroll practices; (b) receipt of any earned cash incentive bonus
payments at a target bonus percentage of 40% of his then-effective base salary,
as determined by the Company's board of directors or compensation committee
based on the Company's achievement of its performance goals for the fiscal year
ended December 31, 2022; and (c) the right to participate in the Company's
standard benefits where permitted by such plans and programs. In addition,
subject to the terms and conditions of the Agreement, Dr. Clements will be
entitled to: (x) a severance consisting of regular payments of his
then-effective base salary made in accordance with the Company's standard
payroll practices for a period of 12 months immediately following the
termination of the Transition Period; (y) extension of the time period for him
to exercise any vested equity awards that are stock options for a period of 12
months immediately following the termination of the Consulting Period, except in
the case that the Company terminates Dr. Clements' consultancy during the
Consulting Period without cause (as defined in the Agreement), in which case the
extension of the time period for Dr. Clements to exercise any vested equity
awards that are stock options will be for a period of 12 months from the later
of May 15, 2024 or the end of the Consulting Period; and (z) payment of his
monthly health insurance premium under COBRA for the 12-month period immediately
following the Transition Period (or, if earlier, the date that Dr. Clements
becomes eligible to participate in a group health insurance plan of a subsequent
employer or the date that Dr. Clements ceases to be eligible for COBRA
continuation coverage). During the Consulting Period, Dr. Clements will provide
mutually agreeable consulting services on an as needed basis in exchange for a
mutually agreed hourly fee. During both the Transition Period and Consulting
Period, Dr. Clements' outstanding equity awards will continue to vest in
accordance with their terms; provided, however, that if the Company terminates
Dr. Clements' consultancy during the Consulting Period without cause, all
outstanding equity awards will immediately vest as to that portion of such
equity awards that would have vested had Dr. Clements continued to remain a
consultant of the Company for 12 months following the end of the Transition
Period.
The terms of the Agreement amend and supersede any conflicting terms in any
prior employment or severance arrangements between Dr. Clements and the Company.
The foregoing description of the Agreement does not purport to be complete and
is subject to, and qualified in its entirety by, the final Agreement which is
filed herewith as Exhibit 10.1 and incorporated by reference.
(e)
The information provided in Item 5.02(b) of this Current Report on Form 8-K is
incorporated by reference into this Item 5.02(e).
Item 7.01 Regulation FD Disclosure.
On January 9, 2023, in connection with its participation in the J.P. Morgan
Healthcare Conference, the Company posted a corporate slide presentation in the
"Investors" portion of its website at www.mirumpharma.com. A copy of the
presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The Company undertakes no obligation to update, supplement or amend the
materials attached hereto as Exhibit 99.2.
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The information in this Current Report on Form 8-K, including Exhibits 99.1 and
99.2 and excluding the disclosure set forth under Items 5.02(b) and (e), 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 to be incorporated by
reference into any filing of the Company 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.
(d) Exhibits.
Exhibit
No. Description
10.1* Transition, Separation and Consulting Agreement, dated January 7,
2023, by and between the Registrant and Ian Clements, Ph.D.
99.1 Press Release dated January 9, 2023
99.2 Investor Presentation dated January 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the Securities and Exchange Commission.
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