Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 17, 2024

GILEAD SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19731	94-3047598
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

333 Lakeside Drive, Foster City, California

(Address of principal executive offices)

94404

(Zip Code)

650-574-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value, $0.001 per share		GILD		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

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

On July 17, 2024, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that its Chief Medical Officer, Merdad V. Parsey, M.D., Ph.D., will leave the Company. No formal date has been established for Dr. Parsey’s transition. Dr. Parsey will continue in his role while the Company works to identify a successor and thereafter to assist with the transition of his duties, which is expected to occur through the first quarter of 2025 or such other date as mutually agreed.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

99.1		Press Release by Gilead Sciences, Inc. dated July 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GILEAD SCIENCES, INC.
	(Registrant)

	/s/ DEBORAH H. TELMAN
	Deborah H. Telman EVP, Corporate Affairs, General Counsel and Corporate Secretary

Date: July 17, 2024

Exhibit 99.1

CONTACTS:

Ashleigh Koss, Media

Public_affairs@gilead.com

Jacquie Ross, Investors

investor_relations@gilead.com

CHIEF MEDICAL OFFICER MERDAD PARSEY TO LEAVE GILEAD EARLY 2025

Foster City, Calif., July 17, 2024 – Gilead Sciences, Inc. (Nasdaq: GILD) announced today that Chief Medical Officer Merdad Parsey, MD, PhD, will leave the company early next year. While the company works to identify a successor, Dr. Parsey will continue as Chief Medical Officer until Q1 2025 and support this transition over the next several months.

“On behalf of everyone at Gilead, I want to thank Merdad for his significant contributions as our Chief Medical Officer over the last five years. These were pivotal years for the company as we worked to strengthen and diversify the portfolio, and Merdad played a fundamental role in our success,” said Daniel O’Day, Chairman and Chief Executive Officer, Gilead. “We have more than doubled our portfolio under Merdad’s leadership, and with 54 ongoing clinical trials across virology, oncology, and inflammation, we are well positioned to build on our success for the future.”

Dr. Parsey joined Gilead in November 2019 and is responsible for overseeing the company’s global clinical development and medical affairs organizations. During his tenure, he led the growth of the development organization, specifically with the advancement of market leading treatments in virology and the establishment of Gilead’s oncology pipeline and therapeutics.

“It has been a privilege to lead the development team, especially as we have worked to deliver transformative medicines for people with HIV, COVID-19, and cancer,” said Dr. Parsey. “I am profoundly excited about the work we have done to build a strong, diverse clinical pipeline that has tremendous potential to deliver on our commitment to improve health for people around the world.”

About Gilead Sciences

Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, and cancer. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, Calif.

Forward-Looking Statement

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks, uncertainties and other factors, including the risk that Dr. Parsey may leave prior to the currently anticipated timeline; challenges that Gilead may encounter in identifying a successor to Dr. Parsey; and any assumptions underlying any of the foregoing. These and other risks, uncertainties and factors are described in detail in Gilead’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the U.S. Securities and Exchange Commission. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The reader is cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and is cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation and disclaims any intent to update any such forward-looking statements.

# # #

For more information about Gilead, please visit the company’s website at www.gilead.com, follow Gilead on X/Twitter (@Gilead Sciences) and LinkedIn (@Gilead-Sciences).

Cover	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2024
Entity File Number	0-19731
Entity Registrant Name	GILEAD SCIENCES, INC.
Entity Central Index Key	0000882095
Entity Tax Identification Number	94-3047598
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	333 Lakeside Drive
Entity Address, City or Town	Foster City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94404
City Area Code	650
Local Phone Number	574-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value, $0.001 per share
Trading Symbol	GILD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false