FALSE000132673200013267322025-07-312025-07-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 31, 2025
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XENCOR, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-36182 |
20-1622502 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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465 North Halstead Street, Suite 200
Pasadena, California
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91107 |
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(626) 305-5900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share |
XNCR |
Nasdaq Global 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 o
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. o On July 31, 2025, Raymond J. Deshaies, Ph.D. was appointed to serve as a new member of the Board of Directors (the “Board”) of Xencor, Inc. (the “Company”).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Director
In accordance with the Company’s amended and restated non-employee director compensation policy, Dr. Deshaies is entitled to receive an initial grant consisting of a nonstatutory stock option to purchase shares of the Company’s common stock (the “Common Stock”) with an aggregate Black Scholes option value of $550,000, one-third of which shares will vest on the one-year anniversary of the grant date and the balance of the shares will vest in a series of 24 equal monthly installments thereafter, such that the option is fully vested on the third anniversary of the date of grant, subject to Dr. Deshaies’s continuous service through each such vesting date. The option will have an exercise price equal to the closing price of the Common Stock on the date of grant. Dr. Deshaies will also be entitled to receive a $50,000 annual cash retainer for service as director and will be eligible to receive additional equity compensation in the future. Dr. Deshaies will enter into the Company’s standard form of indemnification agreement. Dr. Deshaies was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. The Company is not aware of any transaction involving Dr. Deshaies requiring disclosure under Item 404(a) of Regulation S-K.
On July 31, 2025, the Company issued a press release announcing the appointment of Dr. Deshaies to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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| Exhibit No. |
Description |
| 99.1 |
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Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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.
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Date: July 31, 2025 |
XENCOR, INC. |
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By: |
/s/ Celia Eckert |
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Celia Eckert |
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General Counsel & Corporate Secretary |
EX-99.1
2
xncr-20250731x8kxexx991.htm
EX-99.1
Document
Xencor Appoints Raymond Deshaies, Ph.D., to Board of Directors
PASADENA, Calif.--July 3131, 2025-- Xencor, Inc. (NASDAQ:XNCR), a clinical-stage biopharmaceutical company developing engineered antibodies for the treatment of cancer and autoimmune diseases, today announced the appointment of Raymond J. Deshaies, Ph.D., to its board of directors. Dr. Deshaies is a pioneering biochemist and cell biologist with more than 25 years of experience in biotechnology and drug development. He recently served as senior vice president of global research at Amgen Inc., where he oversaw all research activities, including the nomination of over 50 clinical candidates, expansion of Amgen’s capabilities for discovering and optimizing multispecific drug candidates, and application of generative protein design to biologics discovery. Dr. Deshaies completed his tenure at Amgen as a distinguished fellow.
“Ray holds a deep understanding of biological mechanisms and has a long track-record of translating cutting-edge scientific insights into transformative medicines for patients,” said Bassil Dahiyat, Ph.D., president and chief executive officer at Xencor. “We welcome Ray to our Board and look forward to his contributions as we advance our pipeline of novel XmAb® drug candidates through clinical development.”
Prior to joining Amgen in 2017 as senior vice president of global research, Dr. Deshaies was a professor in the Division of Biology and Biological Engineering (BBE) at the California Institute of Technology (Caltech), where he remains an external affiliate. During his tenure at Caltech, he also served as executive officer of the BBE Division. In 2003, Dr. Deshaies co-founded Proteolix, which discovered carfilzomib, a selective proteasome inhibitor for the treatment of patients with advanced multiple myeloma, marketed as KYPROLIS®. He later founded Cleave Biosciences, which was focused on modulating protein homeostasis pathways. Dr. Deshaies co-authored over 170 scientific papers and is an international leader in the fields of protein homeostasis and targeted protein degradation. He was named an investigator of the Howard Hughes Medical Institute in 2000 and elected to the American Academy of Arts and Sciences and the National Academy of Sciences in 2011 and 2016, respectively. Dr. Deshaies earned his B.S. in biochemistry from Cornell University and his Ph.D. from the University of California, Berkeley. He completed postdoctoral research at Berkeley and at the University of California, San Francisco.
KYPROLIS® is a registered trademark of Onyx Pharmaceuticals, Inc., a subsidiary of Amgen Inc.
About Xencor
Xencor is a clinical-stage biopharmaceutical company developing engineered antibodies for the treatment of patients with cancer and autoimmune diseases. More than 20 candidates engineered with Xencor's XmAb® technology are in clinical development, and multiple XmAb medicines are marketed by partners. Xencor's XmAb engineering technology enables small changes to a protein’s structure that result in new mechanisms of therapeutic action. For more information, please visit www.xencor.com.
Forward-Looking Statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements that are not purely statements of historical fact, and can generally be identified by the use of words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “seek,” “look forward,” “believe,” “committed,”
“investigational,” “indicates,” “supports,” and similar terms, or by express or implied discussions relating to Xencor’s business, including but not limited to, the quotations from Xencor's president and chief executive officer, and other statements that are not purely statements of historical fact. Such statements are made on the basis of the current beliefs, expectations, and assumptions of the management of Xencor and are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements and the timing of events to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. Such risks include, without limitation, the risks associated with the process of discovering, developing, manufacturing and commercializing drugs that are safe and effective for use as human therapeutics and other risks, including the ability of publicly disclosed preliminary clinical trial data to support continued clinical development and regulatory approval for specific treatments and the risks, uncertainties and other factors described under the heading “Risk Factors” in Xencor's annual report on Form 10-K for the year ended December 31, 2024 as well as Xencor's subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended to date. All forward-looking statements are qualified in their entirety by this cautionary statement and Xencor undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
Contact
Charles Liles
cliles@xencor.com
(626) 737-8118
For Media:
Cassidy McClain
Inizio Evoke
cassidy.mcclain@inizioevoke.com
(619) 694-6291