アイオニスファーマの適時開示・その他

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): December 14, 2023

IONIS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-19125		33-0336973
(Commission File No.)		(IRS Employer Identification No.)

2855 Gazelle Court

Carlsbad, CA 92010

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (760) 931-9200

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		Name of each exchange on which registered
Common Stock, $.001 Par Value		“IONS”		The Nasdaq Stock Market, LLC

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

(d)	Appointment of Michael Yang to the Board of Directors

On December 14, 2023, the Board of Directors (“Board”) of Ionis Pharmaceuticals, Inc. (the “Company”) appointed Michael Yang as a member of the Company’s Board effective immediately.

Mr. Yang most recently served as President, Chief Executive Officer and Board member of ViaCyte Inc., which was acquired by Vertex Pharmaceuticals in 2022. Prior to ViaCyte, Mr. Yang was Executive Vice President and Chief Commercial Officer at Acadia Pharmaceuticals from 2017 to 2021. Prior to Acadia, Mr. Yang was President, U.S. Immunology, and before that, President, U.S. Central Nervous Systems, both at Janssen Pharmaceuticals.

There are no arrangements or understandings between Mr. Yang and any other persons pursuant to which Mr. Yang was appointed as a director of the Company.

Mr. Yang will receive the standard compensation that the Company provides to its non-employee directors consisting of cash compensation and automatic equity grants as set forth in the Company’s Non-Employee Director Compensation Policy filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023, as amended from time to time.

In addition, Mr. Yang will enter into the Company’s standard form of indemnity agreement.

A copy of the press release announcing the appointment of Mr. Yang is attached as Exhibit 99.1 to this Current 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 dated December 14, 2023.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	Ionis Pharmaceuticals, Inc.

Dated: December 14, 2023	By:	/s/ Patrick R. O’Neil
		Patrick R. O’Neil
		Executive Vice President, Chief Legal Officer and General Counsel

EX-99.1 2 ef20016672_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Ionis announces the appointment of Michael Yang to Board of Directors

CARLSBAD, Calif., Dec. 14, 2023 – Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) today announced the appointment of Michael Yang, an experienced biopharmaceutical executive, to the Ionis Board of Directors. Mr. Yang’s appointment expands the total number of Ionis Board members to 10.

Mr. Yang has more than 20 years of broad senior level leadership experience in biotech, pharmaceutical and medical device companies, where he launched new platforms, expanded global revenues and diversified product lines. He most recently served as President, Chief Executive Officer and Board member of ViaCyte, which was acquired by Vertex in 2022. Prior to ViaCyte, Mr. Yang was Executive Vice President and Chief Commercial Officer at Acadia Pharmaceuticals from 2017 to 2021. During his tenure, Acadia transformed the standard of care for patients with Parkinson's disease psychosis. Prior to Acadia, Mr. Yang was President of Janssen Biotech Inc., where he was responsible for building Janssen's U.S. immunology business, generating more than $8 billion in annual revenues.

“We are thrilled for Michael to join the Board as he adds deep biopharmaceutical leadership experience, particularly important as Ionis is poised to enter its next phase of growth,” said Joseph Loscalzo, M.D., Ph.D., chairman of the Ionis Board of Directors. “Michael’s commercial experience launching innovative medicines for patients in need will be highly complementary to the strong science and business expertise on the Board. We welcome his guidance and insights.”

“I have known Michael for many years and have always appreciated his wide-ranging experience in both rare and common diseases as well as the strong patient focus he brings to our industry,” said Brett P. Monia, Ph.D., Ionis’ chief executive officer. “We are thrilled to have him as part of the Board and the Ionis team looks forward to working with him.”

About Ionis Pharmaceuticals, Inc.

For more than 30 years, Ionis has been a leader in RNA-targeted therapy, pioneering new markets and changing standards of care. Ionis currently has four marketed medicines and a promising late-stage pipeline highlighted by cardiovascular and neurological franchises. Our scientific innovation began and continues with the knowledge that sick people depend on us, which fuels our vision to become the leader in genetic medicine, utilizing a multi-platform approach to discover, develop and deliver life-transforming therapies.

To learn more about Ionis visit www.ionispharma.com and follow us on Twitter @ionispharma.

Ionis' Forward-looking Statements

This press release includes forward-looking statements regarding Ionis’ business, and the therapeutic and commercial potential of Ionis' technologies, and other products in development. Any statement describing Ionis’ goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties, including but not limited to those related to our commercial products and the medicines in our pipeline, and particularly those inherent in the process of discovering, developing and commercializing medicines that are safe and effective for use as human therapeutics, and in the endeavor of building a business around such medicines. Ionis’ forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although Ionis’ forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Ionis. As a result, you are cautioned not to rely on these forward-looking statements. These and other risks concerning Ionis' programs are described in additional detail in Ionis' annual report on Form 10-K for the year ended Dec. 31, 2022, and most recent Form 10-Q, which are on file with the SEC. Copies of these and other documents are available at www.ionispharma.com.

Ionis Pharmaceuticals® is a registered trademark of Ionis Pharmaceuticals, Inc.

Ionis Investor Contact:

D. Wade Walke, Ph.D.

info@ionisph.com

760-603-2331

Ionis Media Contact:

Hayley Soffer

ionis_ca@ionisph.com

760-603-4679