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): May 23, 2024

MONOPAR THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39070		32-0463781
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1000 Skokie Blvd., Suite 350, Wilmette, IL		60091
(Address of principal executive offices)		(Zip Code)

(847) 388-0349

Registrant’s telephone number, including area code

N/A

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

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, $0.001 par value		MNPR		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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))

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.

Effective June 30, 2024, after a career spanning more than 35 years, Kim R. Tsuchimoto, the Chief Financial Officer of Monopar Therapeutics Inc. (“Monopar” or the “Company”), will be retiring. As of such date, Ms. Tsuchimoto will no longer serve as the Company’s principal financial officer or principal accounting officer. Ms. Tsuchimoto will continue to serve on the Company’s Board of Directors.

On May 23, 2024, the Company’s Board of Directors appointed, Karthik Radhakrishnan, age 53, to succeed Ms. Tsuchimoto as Monopar’s Chief Financial Officer, principal accounting officer and principal financial officer effective July 1, 2024. Monopar has been working over the past 6-plus months on a consulting basis with Mr. Radhakrishnan who brings over 20 years of financial strategy, investment and public company experience. Since January 2017, Mr. Radhakrishnan has served as President and founder of Titania Partners LLC, a management consulting firm focused on the life science sector during which time he served as Chief Financial Officer of Santalis Pharmaceuticals, Inc. and Chief Executive Officer of Asylia Therapeutics, Inc. Mr. Radhakrishnan also serves as President of Titania Investments, LLC, a family office Registered Investment Advisor. He has also previously served as Chief Financial Officer of Opexa Therapeutics, Inc. (formerly Nasdaq: OPXA) and before that as Vice President at ING Investment Management in New York. Mr. Radhakrishnan is a Certified Financial Advisor charter holder and holds a B.S. in Chemical Engineering from Indian Institute of Technology, an M.S. in Civil and Environmental Engineering from State University of New York at Buffalo and an M.B.A. from University of Michigan Business School.

In connection with his appointment as Chief Financial Officer, Mr. Radhakrishnan will receive an annual salary of $384,800, an annual target bonus of up to 35% of base salary and stock options to purchase 125,000 of Monopar’s Common stock to vest 6/48ths on December 31, 2024 and 1/48th per month thereafter under Monopar’s 2016 Stock Incentive Plan, as amended. The stock options expire 10 years from the grant date, which will be July 1, 2024.

Mr. Radhakrishnan has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 24, 2024, the Company issued a press release announcing the management changes described above.

The press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press Release Dated May 24, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	Monopar Therapeutics Inc.

Date: May 24, 2024	By:	/s/ Kim R. Tsuchimoto
	Name:	Kim R. Tsuchimoto
	Title:	Chief Financial Officer and Director

Exhibit 99.1

Monopar Announces CFO Succession

WILMETTE, IL., May 24, 2024 – Monopar Therapeutics Inc. (Nasdaq: MNPR), a clinical-stage radiopharmaceutical company focused on developing innovative treatments for cancer patients, today announced that after a career spanning more than 35 years, Monopar’s Chief Financial Officer, Kim R. Tsuchimoto, will be retiring.

Ms. Tsuchimoto will be transitioning over the next month, with her last day being on June 30, 2024. Ms. Tsuchimoto will remain as a member of Monopar’s Board of Directors.

Monopar has been working over the past 6-plus months on a consulting basis with Karthik Radhakrishnan. Effective July 1, 2024, Mr. Radhakrishnan will be appointed Monopar’s Chief Financial Officer, Principal Accounting Officer, and Principal Financial Officer. Mr. Radhakrishnan brings over 20 years of financial strategy, investment and public company experience. Mr. Radhakrishnan has served as President and founder of Titania Partners LLC, a management consulting firm focused on the life science sector during which time he served as Chief Financial Officer of Santalis Pharmaceuticals, Inc. and Chief Executive Officer of Asylia Therapeutics, Inc. He has also previously served as Chief Financial Officer of Opexa Therapeutics, Inc. (formerly Nasdaq: OPXA) and before that as Vice President at ING Investment Management in New York.

“On behalf of Monopar’s Board of Directors and Management team, I would like to thank Kim for her wonderful contributions and leadership during her tenure at the Company. Kim has laid a strong foundation in financial management and corporate compliance to support Monopar’s future growth and success," said Chandler Robinson, Monopar’s Chief Executive Officer. "We wish Kim a very enjoyable retirement and are looking forward to working with Karthik, with whom we have already had a positive experience over the past 6 to 7 months.”

“I am extremely impressed with Monopar’s innovative technology in developing radiopharmaceutical imaging and therapeutic drugs targeting areas of high unmet medical need such as pancreatic cancer and triple-negative breast cancer among others,” said Mr. Radhakrishnan. “I look forward to contributing and working with entire Monopar team and its board of directors in unlocking our full potential.”

About Monopar Therapeutics Inc.

Monopar Therapeutics is a clinical-stage radiopharmaceutical company focused on developing innovative treatments for cancer patients, including Phase 1-stage MNPR-101-Zr for imaging advanced cancers and late preclinical-stage MNPR-101 radio-immuno-therapeutic (RIT) for the treatment of advanced cancers, as well as early development programs against solid cancers.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of these forward-looking statements include: that Ms. Tsuchimoto will remain on Monopar’s Board. The forward-looking statements involve risks and uncertainties including, but not limited to: that the CFO transition may not be seamless; that Monopar may expend available funds sooner than anticipated or require additional funding due to change in circumstances or unanticipated events; that future preclinical or clinical data will not be as promising as the data to date; not successfully enrolling the MNPR-101-Zr Phase 1 clinical trial if at all; that MNPR-101-Zr and/or MNPR-101 conjugated to a therapeutic radioisotope may cause unexpected serious adverse effects or fail to image or be effective against the cancer tumors in humans; and the significant general risks and uncertainties surrounding the research, development, regulatory approval, and commercialization of imaging agents and therapeutics. Actual results may differ materially from those expressed or implied by such forward-looking statements. Risks are described more fully in Monopar's filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Monopar undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. Any forward-looking statements contained in this press release represent Monopar’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.

CONTACT:

Monopar Therapeutics Inc.
Investor Relations
Kim R. Tsuchimoto
Chief Financial Officer
kimtsu@monopartx.com

Follow Monopar on social media for updates:

X (formerly Twitter): @MonoparTx LinkedIn: Monopar Therapeutics

Document And Entity Information	May 23, 2024
Document Information [Line Items]
Entity, Registrant Name	MONOPAR THERAPEUTICS INC.
Document, Type	8-K
Document, Period End Date	May 23, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39070
Entity, Tax Identification Number	32-0463781
Entity, Address, Address Line One	1000 Skokie Blvd., Suite 350
Entity, Address, City or Town	Wilmette
Entity, Address, State or Province	IL
Entity, Address, Postal Zip Code	60091
City Area Code	847
Local Phone Number	388-0349
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MNPR
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	true
Amendment Flag	false
Entity, Central Index Key	0001645469