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): July 29, 2018
Zafgen, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-36510 | 20-3857670 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
175 Portland Street, 4th Floor Boston, Massachusetts |
02114 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (617) 622-4003
Not Applicable
(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)) |
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 Officer.
(b) Departure of Thomas E. Hughes, Ph.D. as President, Chief Scientific Officer and Director
On July 29, 2018, Thomas E. Hughes, Ph.D. informed Zafgen, Inc. (the Company) of his decision to resign from his positions as President and Chief Scientific Officer of the Company and as a member of the Board of Directors of the Company to accept a chief executive officer role at a privately held biotechnology company. The departure will be effective at a date to be agreed upon in August 2018.
Dr. Hughes resignation was not the result of any disagreement with the Company on any matters relating to the Companys operations, policies, or practices.
Item 8.01 Other Events.
On August 2, 2018, the Company issued a press release announcing the matters discussed in Item 5.02 above. A copy of the press release is filed herewith as Exhibits 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release issued by Zafgen, Inc. on August 2, 2018, furnished herewith. |
* * *
SIGNATURE
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.
Date: August 2, 2018 | ZAFGEN, INC. | |||||||
By: | /s/ Jeffrey S. Hatfield |
|||||||
Jeffrey S. Hatfield | ||||||||
Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release issued by Zafgen, Inc. on August 2, 2018, furnished herewith. |
Exhibit 99.1
Zafgen Announces Departure of President and Chief Scientific Officer Dr. Thomas Hughes
BOSTON, Mass., August 2, 2018 Zafgen, Inc., (Nasdaq:ZFGN), a clinical-stage biopharmaceutical company using its proprietary knowledge of MetAP2 systems biology to help patients affected by a range of metabolic diseases, announced today that Thomas Hughes, Ph.D., has resigned from his role as President and Chief Scientific Officer at Zafgen to accept a Chief Executive Officer role at a privately held biotechnology company. Dr. Hughes is also stepping down from Zafgens Board of Directors.
Dr. Hughess last day with Zafgen will be in the coming weeks and a search for a successor is underway. Dr. Hughes will be joining Zafgens Scientific Advisory Board.
We wish to thank Tom and acknowledge his many contributions to Zafgens progress over the past 10 years. He has led our scientific teams efforts to understand and target the MetAP2 pathway, and to create new, second-generation MetAP2 inhibitors to address a range of complex metabolic disorders, including Prader-Willi syndrome and type 2 diabetes, said Jeffrey Hatfield, CEO, Zafgen. At a personal level, Tom has been an enormous resource to me since I assumed this position, and I am grateful for the strong partnership we have had.
Zafgen is preparing to begin clinical development in the fourth quarter of 2018 of ZGN-1258, its second-generation MetAP2 inhibitor, for the treatment of Prader-Willi syndrome (PWS). In addition, Zafgen remains on track to deliver results in early 2019 for the 1.8 mg dose arm of its ongoing Phase 2 trial for ZGN-1061. Clinical development will continue to be led by Zafgens Chief Medical Officer, Dennis Kim, M.D., M.B.A.
About Zafgen
Zafgen (Nasdaq:ZFGN) is a clinical-stage biopharmaceutical company leveraging its proprietary MetAP2 biology platform to develop novel therapies for patients affected by complex metabolic diseases. Zafgen has pioneered the study of MetAP2 inhibitors in both common and rare metabolic disorders and is currently advancing programs for type 2 diabetes, Prader-Willi syndrome and liver diseases. The Companys lead product candidate, ZGN-1061, a MetAP2 inhibitor for difficult-to-control type 2 diabetes, has successfully completed the initial part of a Phase 2 clinical trial. Learn more at www.zafgen.com.
Safe Harbor Statement
Various statements in this release concerning Zafgens future expectations, plans and prospects, including without limitation, Zafgens expectations regarding the development and use of ZGN-1258, ZGN-1061 and other second-generation MetAP2 inhibitors as treatments for
1
metabolic diseases including Prader-Willi syndrome, type 2 diabetes, liver diseases and obesity and Zafgens expectations with respect to the timing and success of its nonclinical studies and clinical trials of ZGN-1258, ZGN-1061 and its other product candidates, may constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements can be identified by terminology such as anticipate, believe, could, could increase the likelihood, estimate, expect, intend, is planned, may, should, will, will enable, would be expected, look forward, may provide, would or similar terms, variations of such terms or the negative of those terms. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, Zafgens ability to attract, retain and motivate qualified personnel, Zafgens ability to successfully demonstrate the efficacy and safety of ZGN-1258, ZGN-1061 and its other product candidates and to differentiate ZGN-1258, ZGN-1061 and its other product candidates from first generation MetAP2 inhibitors, such as beloranib, the nonclinical and clinical results for ZGN-1258, ZGN-1061 and its other product candidates, which may not support further development and marketing approval, actions of regulatory agencies, which may affect the initiation, timing and progress of nonclinical studies and clinical trials of its product candidates, Zafgens ability to obtain, maintain and protect its intellectual property, Zafgens ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties, competition from others developing products for similar uses, Zafgens ability to manage operating expenses, Zafgens ability to obtain additional funding to support its business activities and establish and maintain strategic business alliances and new business initiatives when needed, Zafgens dependence on third parties for development, manufacture, marketing, sales and distribution of product candidates, and unexpected expenditures, as well as those risks more fully discussed in the section entitled Risk Factors in Zafgens most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as well as discussions of potential risks, uncertainties, and other important factors in Zafgens subsequent filings, including without limitation Zafgens Quarterly Reports on Form 10-Q, with the Securities and Exchange Commission. In addition, any forward-looking statements represent Zafgens views only as of today and should not be relied upon as representing its views as of any subsequent date. Zafgen explicitly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Media/Investor Relations Contacts:
Zafgen, Inc.
Patricia Allen
Chief Financial Officer
617-648-9792
2
Media
Krystle Gibbs
Ten Bridge Communications
krystle@tenbridgecommunications.com
508-479-6358
Investors
John Woolford
Westwicke Partners
John.woolford@westwicke.com
443-213-0506
3