Item 2.02 Results of Operations and Financial Condition.
On March 11, 2021, C4 Therapeutics, Inc. (the "Company") issued a press release
announcing its financial results and business highlights for the fourth quarter
and fiscal year ended December 31, 2020. A copy of the press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 10, 2021, the Company's Board of Directors (the "Board"), upon the
recommendation of the Nominating and Corporate Governance Committee of the
Board, elected Glenn Dubin as a director, such election to be effective on the
first business day after the date on which the Company files its Annual Report
on Form 10-K for the fiscal year ended December 31, 2020. Mr. Dubin has been
designated as a Class II director, to serve in accordance with the Company's
Amended and Restated By-Laws until the Company's 2022 Annual Meeting of
Stockholders and thereafter until his successor has been duly elected and
qualified or until his earlier death, removal or resignation. Mr. Dubin is the
Principal of Dubin & Co., a private investment company, and serves as a director
of Castleton Commodities International LLC, a global merchant energy company
active in the physical and financial commodity markets and infrastructure
investing.
In connection with his election, the Company will grant to Mr. Dubin stock
options to purchase up to 41,200 shares of the Company's common stock under the
Company's 2020 Stock Option and Incentive Plan. One-third of this stock option
award shall vest on the first anniversary of the date of grant, with the
remainder vesting quarterly over the subsequent two years, provided, however,
that all vesting shall cease if Mr. Dubin resigns from the Board or otherwise
ceases to serve as a director of the Company prior to any such vesting date. In
addition, in connection with his election, the Company entered into an
indemnification agreement with Mr. Dubin in the same form as used with the
Company's other directors.
There are no arrangements or understandings between Mr. Dubin and any other
persons pursuant to which he was selected as a director of the Company, and
there are no transactions in which Mr. Dubin has an interest requiring
disclosure under Item 404(a) of Regulation S-K other than as follows. In June
2020, Commodore Capital Master LP ("Commodore") and DF Investment Partners LLC
("DFIP"), funds affiliated with Mr. Dubin, purchased 1,738,095 shares and
2,857,142 shares, respectively, of the Company's Series B preferred stock at a
price per share equal to $1.05 in connection with the Company's Series B
preferred stock financing. Every 8.4335 shares of the Company's Series B
preferred stock converted into one share of the Company's common stock upon the
completion of the initial public offering in October 2020 ("IPO"). Further,
Commodore and DFIP purchased 275,000 shares and 325,000 shares, respectively, of
the Company's common stock in its IPO at the public offering price of $19 per
share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending
on the relevant item requiring such exhibit, in accordance with the provisions
of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit
Number Description
99.1 Press release issued March 11, 2021--------------------------------------------------------------------------------
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C4 THERAPEUTICS, INC. 
