Item 2.02 Results of Operations and Financial Condition.
Sarepta Therapeutics, Inc. (the "Company") intends to disclose certain
preliminary financial information for the year ended December 31, 2019 during
the Company's presentation later today at the 38th Annual J.P. Morgan Healthcare
Conference (the "Conference") and in discussions with third parties at the
Conference. Specifically, the Company plans to disclose its cash position of
$1.1 billion (unaudited) as of December 31, 2019 and that the Company generated
approximately $100.1 million in revenue (unaudited) in the quarter ended
December 31, 2019, and approximately $380.8 million in revenue (unaudited) in
the year ended December 31, 2019 from sales of EXONDYS 51® (eteplirsen)
Injection.
The information in this Item 2.02 is unaudited and preliminary, and does not
present all information necessary for an understanding of the Company's
financial condition as of December 31, 2019 and its results of operations for
the three months and year ended December 31, 2019. The audit of the Company's
financial statements for the year ended December 31, 2019 is ongoing and could
result in changes to the information in this Item 2.02.
The information in this Item 2.02 is furnished pursuant to Item 2.02 and shall
not be deemed "filed" for the purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section. It may only be incorporated by reference in
another filing under the Exchange Act or the Securities Act of 1933, as amended,
if such subsequent filing specifically references the information furnished
pursuant to Item 2.02 of this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2020, the Company's Board of Directors (the "Board") appointed
John C. Martin, Ph.D. as a director of the Company, effective as of January 13,
2020, to serve as a member of Group II until the 2021 annual meeting of
stockholders.
In accordance with the Company's current Non-Employee Director Compensation
Policy (the "Policy"), Dr. Martin will receive an initial grant targeting
$712,500 in value, which will be divided equally into restricted stock units and
stock options. The grant date will be the day after the first full trading day
following the public release of the Company's earnings for the year ending
December 31, 2019 (the "Grant Date"). The restricted stock units and the stock
options will vest in three equal annual installments beginning on the 1-year
anniversary of the Grant Date, subject to Dr. Martin's continued service on the
Board.
In addition, consistent with the Policy, Dr. Martin will receive cash
compensation of $50,000 per year for his service on the Board, payable on a
quarterly basis at the beginning of the applicable quarter. Dr. Martin will also
be eligible to receive annual grants of equity awards pursuant to, and in
accordance with, the Policy as in effect from time to time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 8, 2020, the Board amended Article III, Section 3.02 of the Amended
and Restated Bylaws of the Company to increase the maximum number of directors
that can serve on the Board from seven (7) to eight (8), effective January 8,
2020 (the "Amendment").
The foregoing summary of the Amendment is qualified in its entirety by reference
to the full text of the Amendment, which is filed as Exhibit 3.1 to this report
on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amendment No. 1 to Amended and Restated Bylaws of Sarepta
Therapeutics, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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