Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2019




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-36003   20-3183915
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

16745 West Bernardo Drive, Suite 200

San Diego, CA

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 376-2600

(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 Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class:    Trading symbol:    Name of each exchange on which






Common Stock, par value $0.0001 per share    CNAT    The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Securities registered pursuant to Section 12(b) of the Act.  ☐




Item 2.05

Costs Associated with Exit or Disposal Activities.

On September 20, 2019, Conatus Pharmaceuticals Inc. (the “Company”) commenced a restructuring plan that includes reducing staff by approximately 40% in order to extend the Company’s resources. As a result, the Company expects to incur a personnel-related restructuring charge of approximately $1.2 million in connection with one-time employee termination costs, including severance and other benefits, which is expected to be incurred primarily in the third quarter of 2019. The estimates of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ.


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In addition, as part of the restructuring described above, on September 20, 2019, David T. Hagerty, M.D. announced his intention to resign as Executive Vice President, Clinical Development of the Company. Dr. Hagerty’s resignation will be effective September 30, 2019, and he will continue to serve as Executive Vice President, Clinical Development until that date.

Pursuant to his employment agreement with the Company, Dr. Hagerty will be eligible to receive the following severance benefits, subject to his execution of a general release of claims (the “Separation Agreement”): (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled; (2) a lump sum cash payment in the amount of $427,310; (3) continuation of health benefits for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following his last day of employment had Dr. Hagerty remained continuously employed by us during such period.

The foregoing descriptions of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed by the Company as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2019.


This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Current Report on Form 8-K are forward-looking statements, including statements regarding: the impact of the restructuring plan on the Company’s resources; and the amount of the expected personnel-related restructuring charge and the timing thereof. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions, including: the impact of the restructuring plan on the Company’s business; unanticipated charges and expenses not currently contemplated that may occur as a result of the restructuring plan; the risk that the Company may not realize the benefits expected from such restructuring plan; the Company’s ability to conserve cash; and those risks described in the Company’s periodic reports it files with the Securities and Exchange Commission. The events and circumstances reflected in the Company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.


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.


Date: September 24, 2019   CONATUS PHARMACEUTICALS INC.

/s/ Keith W. Marshall, Ph.D., M.B.A.

  Name:   Keith W. Marshall, Ph.D., M.B.A.
  Title:   Executive Vice President, Chief Operating Officer and Chief Financial Officer