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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): September 25, 2025
Septerna, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-42382 | 84-3891440 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 250 East Grand Avenue | ||||
| South San Francisco, California | 94080 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: 650 338-3533
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 |
Name of each exchange |
||
| Common Stock, par value $0.001 per share | SEPN | 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 (§ 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 September 25, 2025 (the “Appointment Date”), the Board of Directors (the “Board”) of Septerna, Inc. (the “Company”) expanded the size of the Board from seven to eight directors and appointed Keith Gottesdiener, M.D. to serve as a member of the Board and as a Class I director, to hold office for a three-year term expiring at the Company’s annual meeting of stockholders to be held in 2028 and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, in each case effective as of the Appointment Date. In addition, effective as of September 26, 2025, Dr. Gottesdiener was appointed to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”) and as a member and Chair of the Research and Development Committee of the Board (the “R&D Committee”).
In connection with Dr. Gottesdiener’s appointment, the Board determined that Dr. Gottesdiener is independent under the applicable listing standards of Nasdaq and the rules and regulations of the Securities and Exchange Commission. There are no arrangements or understandings between Dr. Gottesdiener and any other persons pursuant to which he was selected as a director, and there are no family relationships between Dr. Gottesdiener and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Dr. Gottesdiener has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
As a non-employee director, Dr. Gottesdiener will receive compensation for his Board and Compensation Committee service in accordance with the Company’s non-employee director compensation policy, a description of which is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025 and is incorporated herein by reference, as such policy may be amended from time to time (the “Non-Employee Director Compensation Policy”). In addition, pursuant to the Non-Employee Director Compensation Policy, Dr. Gottesdiener will receive an additional annual cash retainer of $12,000 for his service as Chair of the R&D Committee, to be paid quarterly in arrears (pro-rated based on the number of actual days served during a calendar quarter).
In addition, Dr. Gottesdiener has entered into a standard indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors, which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 24, 2024.
| Item 7.01 | Regulation FD Disclosure. |
On September 29, 2025, the Company issued a press release titled “Septerna Appoints Veteran Biotechnology Leader Keith Gottesdiener, M.D., to its Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release issued by Septerna, Inc. on September 29, 2025, furnished herewith. | |
| 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.
| Septerna, Inc. | ||||||
| Date: September 29, 2025 | By: | /s/ Jeffrey Finer, M.D., Ph.D. |
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| Jeffrey Finer, M.D., Ph.D. | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
Septerna Appoints Veteran Biotechnology Leader Keith Gottesdiener, M.D., to its Board of Directors
SOUTH SAN FRANCISCO, Calif. – Sept. 29, 2025 – Septerna, Inc. (NASDAQ: SEPN), a clinical-stage biotechnology company pioneering a new era of G protein-coupled receptor (GPCR) drug discovery, today announced the appointment of Keith Gottesdiener, M.D., to its board of directors. A seasoned biotechnology executive with over 30 years of experience advancing medicines from discovery through commercialization, Dr. Gottesdiener will serve as chairperson of a newly constituted R&D Committee of the Board.
“Dr. Gottesdiener’s exceptional track record of successfully advancing novel therapeutics from discovery through development to approval, combined with his deep expertise in regulatory strategy and clinical development across multiple therapeutic areas, will be invaluable as we advance our lead programs and build Septerna into a premier GPCR therapeutics company,” said Jeffrey Finer, M.D., Ph.D., Chief Executive Officer and Co-founder of Septerna. “His appointment comes at a pivotal time as we advance our lead programs and continue building our pipeline of potential differentiated GPCR-targeted therapies.”
“Septerna has established a truly differentiated approach to GPCR drug discovery through its proprietary Native Complex Platform™, creating significant opportunities to address unmet medical needs across multiple therapeutic areas,” said Dr. Gottesdiener. “The company’s innovative science and strong clinical pipeline, including the promising PTH1R program for hypoparathyroidism, position Septerna well to deliver meaningful therapies for patients. I look forward to working with the talented team to help guide the company’s continued growth and development.”
Dr. Gottesdiener has held leadership roles spanning academia, pharmaceutical R&D, and public biotechnology companies. He most recently served as President and Chief Executive Officer of Prime Medicine, Inc., leading the gene-editing company through IPO. Prior to that, Dr. Gottesdiener served as Chief Executive Officer of Rhythm Pharmaceuticals, Inc., where he oversaw the development and approval of setmelanotide for three indications in rare genetic forms of obesity. Before joining the biotechnology industry, Dr. Gottesdiener spent 16 years at Merck Research Laboratories, where he served as Worldwide Head of Late-Stage Development and Worldwide Head of Early Development, with major program responsibilities for the approval of more than 20 novel therapeutics and over 200 successful IND submissions. Earlier in his career, he was Associate Professor of Medicine at Columbia University College of Physicians and Surgeons. Dr. Gottesdiener previously served on the board of directors of Intercept Pharmaceuticals, Inc. He received his M.D. from the University of Pennsylvania Medical School and his A.B. in Applied Mathematics from Harvard University.
About Septerna
Septerna, Inc. is a clinical-stage biotechnology company with a world-class team of GPCR experts and drug developers advancing cutting-edge science to unlock the full potential of GPCR therapies for patients with significant unmet needs. The company’s proprietary Native Complex Platform™ is designed to enable new approaches to GPCR drug discovery and has led to the development of a diverse pipeline of novel oral small molecule drug candidates. Septerna is advancing programs in endocrinology, immunology and inflammation, metabolic diseases and additional therapeutic areas, both independently and with partners. For more information, please visit www.septerna.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements about Septerna’s beliefs and expectations regarding: the continued development and advancement of its oral small molecule GPCR-targeted programs; its ability to demonstrate, and the timing of, preclinical proof-of-concept in vivo and ex vivo studies for multiple programs; its ability to continue to advance product candidates that it may identify and successfully complete clinical studies; the potential of its proprietary Native Complex Platform™; its expectations regarding the implementation of its business model, strategic plans for its business, product candidates, and technology. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” or “would,” or the negative of these terms, or other comparable terminology are intended to identify forward-looking statements, although not all forward looking statements contain these identifying words.
Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, risks associated with: uncertainties related to the results of preclinical studies, or clinical studies not being predictive of future results in connection with future studies; Septerna’s product candidates entering into and successfully advancing through clinical trials; the authorization, initiation, and successful completion of preclinical and Investigational New Drug (IND)-enabling studies to support future clinical development of potential product candidates (including those for the PTH1R program), including uncertainties related to opening INDs and obtaining regulatory approvals; risks related to clinical development outcomes including unexpected safety or efficacy findings; the scope of protection Septerna is able to establish and maintain for intellectual property rights covering its Native Complex Platform™ and its product candidates; Septerna’s ability to identify and enter into future license agreements and collaborations; and general economic, industry and market conditions.
These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Septerna’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as any subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent Septerna’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Septerna explicitly disclaims any obligation to update any forward-looking statements subject to any obligations under applicable law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.
Investor Contact:
Renee Leck, THRUST
renee@thrustsc.com
Media Contact:
Carly Scaduto, THRUST
carly@thrustsc.com