Item 2.02 Results of Operations and Financial Condition.
On March 18, 2021, Metacrine, Inc. (the "Company") issued a press release
announcing its financial results for the fiscal quarter and year ended December
31, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained under this Item 2.02, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, regardless of any general incorporation language in any such
filing, unless the Company expressly sets forth in such filing that such
information is to be considered "filed" or incorporated by reference therein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 16, 2021, Dr. Robert Adelman informed the Board of Directors (the
"Board") of Metacrine, Inc. (the "Company") of his resignation as a member of
the Board and the Compensation Committee of the Board, effective as of March 17,
2021. Dr. Adelman's decision to resign was not related to any disagreement with
the Company over any of its operations, policies, or practices.
On March 17, 2021, upon recommendation of the Nominating and Corporate
Governance Committee of the Board, the Board appointed Jeffrey Jonker to the
Board, to fill the vacancy created by Dr. Adelman's resignation. Mr. Jonker was
appointed as a Class I director with a term expiring at the 2021 annual meeting
of stockholders at which time he will stand for reelection by the Company's
stockholders. The Board determined that Mr. Jonker is independent under the
listing standards of The Nasdaq Stock Market.
As a non-employee director, Mr. Jonker will receive compensation for his Board
service in accordance with the Company's Non-Employee Director Compensation
Policy, previously filed as Exhibit 10.5 to the Company's registration statement
on Form S-1 (File No 333-248292), which policy is incorporated herein by
reference. In addition, Mr. Jonker has entered into an indemnity agreement with
the Company in the form previously entered into between the Company and its
existing non-employee directors. Mr. Jonker is not a party to any transaction
with the Company that would require disclosure under
Item 404(a) of Regulation S-K, and there are no arrangements or understandings
between Mr. Jonker and any other persons pursuant to which he was selected as a
director. Mr. Jonker has not been appointed to any committee of the Board at
On March 18, 2021, the Company issued a press release announcing Mr. Jonker's
appointment. A copy of this press release is furnished as Exhibit 99.1 to this
report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report.
99.1 Press release dated March 18, 2021.
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