UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
Aerovate Therapeutics, Inc.
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Emerging growth company
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of July 10, 2023 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Aerovate Therapeutics, Inc. (the “Company”), the Board appointed Habib J. Dable as a member of the Board. Mr. Dable will serve as a Class II director until his term expires at the 2026 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board determined that Mr. Dable is independent under the listing standards of the Nasdaq Global Market.
Mr. Dable was also appointed to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”). Effective as of Effective Date, the Compensation Committee of the Board is composed of Mr. Iwicki, Dr. Katabi and Mr. Dable. The composition of the Nominating and Corporate Governance Committee and the Audit Committee remains unchanged.
As a non-employee director, Mr. Dable will receive an equity award and cash compensation for his Board service in accordance with the Company’s Non-Employee Director Compensation Policy. Mr. Dable 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. Dable and any other persons pursuant to which he was selected as a director. In addition, Mr. Dable has entered 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.
On July 11, 2023, the Company issued a press release announcing Mr. Dable’s appointment to the Board. A copy of this press release is filed as Exhibit 99.1 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 |
| Press release of Aerovate Therapeutics, Inc., dated July 11, 2023 |
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.
| Aerovate Therapeutics, Inc. | |||
Date: July 11, 2023 |
| By:
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| /s/ Timothy P. Noyes |
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| Timothy P Noyes | ||
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| Chief Executive Officer |