Business Context and Reporting Period
This Form 8-K is a current report filed by Millendo Therapeutics, Inc. (trading symbol: MLND) on December 19, 2019, regarding events occurring on December 16 and 17, 2019. The registrant is a Delaware corporation headquartered in Ann Arbor, Michigan, and is classified as an emerging growth company. Note: The request metadata references "Tempest Therapeutics, Inc.," but the filing text explicitly identifies the registrant as Millendo Therapeutics, Inc.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on corporate governance changes and director compensation arrangements.
Material Changes
- Director Departure: Randall Whitcomb, M.D., retired from the Board of Directors and its Compensation and Audit Committees effective December 17, 2019, for personal reasons unrelated to any disagreement with the Company.
- Director Appointment: Dr. Geoff Nichol was appointed as a Class II director and member of the Nominating Committee effective December 17, 2019, to fill the vacancy left by Dr. Whitcomb. His term expires at the 2020 annual meeting.
Guidance, Outlook, and Compensation Details
The filing provides no financial guidance, outlook, or discussion of risks and contingencies. It details the compensatory arrangements for the new director, Dr. Nichol:
- Cash Compensation: $40,000 annually for Board service and $4,000 annually for Nominating Committee service.
- Equity Grant: An option to purchase 24,000 shares of common stock at an exercise price of $6.29 per share.
- Vesting Schedule: One-third of the shares vest on the first anniversary of the grant date; the remainder vests monthly (1/24th) thereafter, contingent on continued service.
- Background: Dr. Nichol is the Chief Medical Officer of BioMarin Pharmaceutical Inc. and previously served as Executive Vice President of R&D at Sangamo Therapeutics, Inc.
Investor Verification Checklist
- Verify the correct registrant name is Millendo Therapeutics, Inc., not Tempest Therapeutics, Inc.
- Confirm the effective date of the board composition change (December 17, 2019).
- Review the terms of the 2019 Equity Incentive Plan governing Dr. Nichol's stock option grant.
- Check for any subsequent filings regarding the 2020 annual meeting where Dr. Nichol's term expires.