Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2020, João Siffert, M.D., Chief Executive Officer, Head of Research and Development and Chief Medical Officer, and a member of the Board of Directors (the "Board") notified the Company of his resignation effective immediately. Dr. Siffert was not a member of any committees of the Board.

On September 27, 2020, Brian J.G. Pereira, M.D., Executive Chairman, notified the Company of his resignation effective immediately. Dr. Pereira was not a member of any committees of the Board.

Also on September 27, 2020, George Migausky resigned as a member of the Board and Chairman of the Audit Committee of the Board effective immediately.

On September 28, 2020, Shawn Tomasello, Stephen Howell, M.D. and Stefano Buono each resigned as a member of the Board and from their respective positions as members of the several committees of the Board effective immediately. Ms. Tomasello was serving as a member of the Nominating and Corporate Governance Committee (the "Nominating Committee") at the time of her resignation. Dr. Howell was serving as a member of both the Compensation Committee and the Nominating Committee at the time of his resignation. Mr. Buono was serving as Chairman of the Nominating Committee.

None of the foregoing resignations were due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies, governance or practices.




Item 7.01 Regulation FD.

The Company has issued a press release, dated September 28, 2020, announcing the foregoing resignations. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered "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 incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered "filed" or incorporated by reference therein.





Item 9.01 Exhibits.



(d) Exhibits



Exhibit No.   Description
99.1            Press release, dated September 28, 2020

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