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 26, 2024

SPRINGWORKS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39044		83-4066827
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Washington Blvd

Stamford, CT 06902

(Address of principal executive offices, including zip code)

(203) 883-9490

(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 $0.0001 per share	SWTX	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 26, 2024, the Board of Directors (the “Board”) of SpringWorks Therapeutics, Inc. (the “Company”), appointed Martin Mackay as a member of the Board, effective July 29, 2024. The Board determined that Mr. Mackay is independent under the Nasdaq listing standards and the Company’s corporate governance guidelines. Mr. Mackay will serve as a Class II director with a term expiring at the annual meeting of stockholders to be held in 2027. Mr. Mackay was not appointed to serve on any committees of the Board at this time.

As a non-employee director, Mr. Mackay will receive cash compensation and equity awards for his Board service in accordance with the Company’s amended and restated non-employee director compensation policy. In connection with his appointment, Mr. Mackay received initial equity grants of (i) options to purchase up to 29,445 shares of the Company’s common stock having an exercise price of $36.80, the closing market price of the Company’s common stock on the Nasdaq Global Select Market on July 29, 2024; and (ii) restricted stock unit awards, representing 9,963 shares of the Company’s common stock.

Mr. Mackay 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. Mackay and any other persons pursuant to which he was selected as a director. In addition, Mr. Mackay will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

The Company issued a press release on July 29, 2024 announcing the appointment of Mr. Mackay to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by SpringWorks Therapeutics, Inc. on July 29, 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.

Date: July 30, 2024	SpringWorks Therapeutics, Inc.

	By:	/s/ Francis I. Perier, Jr.
		Francis I. Perier, Jr.
		Chief Financial Officer

Exhibit 99.1

SpringWorks Therapeutics Appoints Dr. Martin Mackay to its Board of Directors

July 29, 2024

STAMFORD, Conn., July 29, 2024 (GLOBE NEWSWIRE) -- SpringWorks Therapeutics, Inc. (Nasdaq: SWTX), a commercial-stage biopharmaceutical company focused on severe rare diseases and cancer, today announced the appointment of Martin Mackay, Ph.D. to the Company’s Board of Directors. Dr. Mackay is a highly accomplished research and development (R&D) executive with more than 30 years of pharmaceutical and biotech R&D experience, including leadership roles at Pfizer, AstraZeneca and Alexion.

“Martin is a proven industry leader whose experience in developing and delivering novel treatments to patients in need is exceptional,” said Saqib Islam, Chief Executive Officer of SpringWorks. “His expertise in rare diseases and unique perspectives leading multiple Research and Development organizations across the globe will be extremely valuable to SpringWorks as we advance and expand our pipeline and execute on our mission to make a meaningful difference in patients’ lives. I am delighted to welcome Martin to the SpringWorks team.”

“I am very pleased to join the SpringWorks Board and work with a group of talented and visionary leaders who are driven by a joint mission to develop and deliver transformative therapies for patients with devastating diseases,” said Dr. Mackay. “I believe SpringWorks is uniquely positioned to make a significant impact in therapeutic areas with tremendous potential, and it is an honor to bring my experience and knowledge to support the important work that SpringWorks is doing.”

Dr. Mackay is a co-founder and Executive Chairman of Rallybio, a privately held clinical-stage biotechnology company focused on severe rare diseases that was incorporated in January 2018. Previously, Dr. Mackay was Executive Vice President, Head of Research and Development at Alexion from 2013 until 2017. Prior to joining Alexion, Dr. Mackay served as President, Research and Development at AstraZeneca from 2010 to 2013, where he led the R&D functions worldwide, including discovery research, clinical development, regulatory affairs, and key related R&D functions. From 1995 to 2009, he held various positions at Pfizer Inc., including Senior Vice President of Worldwide Development, where he was a member of the Executive Leadership Team and led a global organization tasked with advancing a portfolio of investigational medicines across a range of disease areas, and President, Head of Pfizer Pharmatherapeutics, R&D, where he oversaw all aspects of small molecule discovery and development across multiple therapeutic areas. From 1986 to 1995, Dr. Mackay worked at Ciba-Geigy (now Novartis) in the United Kingdom and Switzerland, and held various positions in academic research prior to that time. Dr. Mackay is currently a member of the Board of Directors of Charles River Laboratories and Novo Nordisk. He received a First-Class Honours Degree in microbiology from Heriot-Watt University and his Ph.D. in molecular genetics from the University of Edinburgh.

About SpringWorks Therapeutics

SpringWorks is a commercial-stage biopharmaceutical company applying a precision medicine approach to developing and delivering life-changing medicines for people with severe rare diseases and cancer. OGSIVEO^® (nirogacestat), approved in the United States for the treatment of adult patients with progressing desmoid tumors who require systemic treatment, is the Company’s first FDA-approved therapy. SpringWorks also has a diversified targeted therapy pipeline spanning solid tumors and hematological cancers, with programs ranging from preclinical development through advanced clinical trials. In addition to its wholly owned programs, SpringWorks has also entered into multiple collaborations with innovators in industry and academia to unlock the full potential for its portfolio and create more solutions for patients in need.

For more information, visit www.springworkstx.com and follow @SpringWorksTx on X (formerly Twitter), LinkedIn, and YouTube.

Contacts:

Kim Diamond

Vice President, Communications and Investor Relations

Phone: 203-561-1646

Email: kdiamond@springworkstx.com

Samantha Hilson Sandler

Senior Director, Investor Relations

Phone: 203-461-5501

Email: samantha.sandler@springworkstx.com

Cover	Jul. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 26, 2024
Entity File Number	001-39044
Entity Registrant Name	SPRINGWORKS THERAPEUTICS, INC.
Entity Central Index Key	0001773427
Entity Tax Identification Number	83-4066827
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Washington Blvd
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	883-9490
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 $0.0001 per share
Trading Symbol	SWTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false