エドガーで原本を確認する
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): November 20, 2025
Zevra Therapeutics, Inc
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-36913 | 20-5894398 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 1180 Celebration Boulevard, Suite 103, Celebration, FL | 34747 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (321) 939-3416
(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 (see General Instructions A.2. below):
| ☐ | 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 $0.0001 per share | ZVRA | The Nasdaq Stock Market LLC (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 November 20, 2025, R. LaDuane Clifton, the Chief Financial Officer and Treasurer and principal financial officer of Zevra Therapeutics, Inc. (the “Company”) notified the Company of his decision to resign from his position, effective December 31, 2025 (the “Separation Date”), in order to pursue other professional opportunities.
In connection with Mr. Clifton’s resignation, the Company and Mr. Clifton entered into a Separation Agreement and General Release (the “Separation Agreement”). Pursuant to the Separation Agreement, following the Separation Date, Mr. Clifton will receive the separation benefits consisting of (i) an amount equal to 12 months of his annual base salary, payable in accordance with the Company’s normal payroll schedule, (ii) an annual bonus of 40% of his base salary, (iii) up to 12 months of Company-paid COBRA continuation coverage, and (iv) full vesting of his outstanding equity awards.
The payments and benefits under the Separation Agreement are contingent upon Mr. Clifton’s continued compliance with certain restrictive covenants, including non-disparagement, confidentiality, non-competition, and non-solicitation provisions.
The Company has commenced a search process to identify a chief financial officer.
| Item 7.01 | Regulation FD Disclosure. |
On November 20, 2025, the Company issued a press release announcing the matters disclosed in Item 5.02. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 20, 2025. | |
| 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 thereunto duly authorized.
| Zevra Therapeutics, Inc. | ||||||
| Date: November 20, 2025 | By: | /s/ Timothy J. Sangiovanni |
||||
| Timothy J. Sangiovanni, CPA | ||||||
| Senior Vice President, Finance and Corporate Controller | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Zevra Therapeutics, Inc. Announces CFO Transition
Celebration, FL – November 20, 2025– Zevra Therapeutics, Inc. (NasdaqGS: ZVRA) (Zevra or the Company), a commercial-stage company focused on providing therapies for people living with rare disease, announced today that its Chief Financial Officer and Treasurer, R. LaDuane Clifton, will be stepping down from his position with the Company, effective December 31, 2025, in order to pursue other professional opportunities.
“Since joining the Company in 2015, LaDuane has provided steady leadership and invaluable guidance, leaving a lasting impact on the Company,” said Neil F. McFarlane, Zevra’s Chief Executive Officer and President. “He has played a pivotal role in our journey as we navigated our transition from development stage into a commercial-stage company focused on rare disease and leaves Zevra with a strong financial foundation to support the next phase of our growth. On a personal note, I want to thank LaDuane for his unwavering dedication and partnership over the years.”
“It has been a great honor to be a part of the Zevra journey,” said Mr. Clifton. “As I move on to my next endeavors, I am confident that the corporate foundation we have built will sustain and propel the Company into a bright future ahead.”
The Company has initiated a search to identify its next chief financial officer.
About Zevra Therapeutics, Inc.
Zevra Therapeutics, Inc. is a commercial-stage company focused on addressing unmet needs for the treatment of rare diseases. Our mission is to bring life-changing therapeutics to people living with rare diseases. With unique, data-driven development and commercialization strategies, the Company is overcoming complex drug development challenges to make new therapies available to the rare disease community.
Expanded access programs are made available by Zevra Therapeutics, Inc. and its affiliates and are subject to the Company’s Expanded Access Program (EAP) policy, as published on its website. Participation in these programs is subject to the laws and regulations of each jurisdiction under which each respective program is operated. Eligibility for participation in any such program is at the treating physician’s discretion.
Cautionary Note Concerning Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding executive transitions and the timing thereof. Forward-looking statements are based on information currently available to Zevra and its current plans or expectations. They are subject to several known and unknown uncertainties, risks, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These and other important factors are described in detail in the “Risk Factors” section of Zevra’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 12, 2025, Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025, filed on November 5, 2025, as well as Zevra’s other filings with the Securities and Exchange Commission. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Although we believe the expectations reflected in such forward-looking statements are reasonable, we cannot assure that such expectations will prove correct. These forward-looking statements should not be relied upon as representing our views as of any date after the date of this press release.
Zevra Contact
Nichol Ochsner
+1 (732) 754-2545
nochsner@zevra.com