Xenon Pharmaceuticals Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Xenon Pharmaceuticals (Nasdaq: XENE) announced equity inducement grants on December 4, 2025 to five new non-officer employees totaling 39,250 share options. The options carry an exercise price of $44.61, equal to Xenon’s closing share price on the grant date, vest over four years (25% after one year, then monthly vesting), and have a 10-year term. Grants were approved by the Compensation Committee and issued under Nasdaq Listing Rule 5635(c)(4) and the company’s Amended and Restated 2025 Inducement Equity Incentive Plan.

Terms are subject to each option agreement and continued service; the company highlighted its lead asset azetukalner in Phase 3 and earlier-stage ion channel programs.

Key Figures

Inducement options granted 39,250 options Aggregate equity inducement grants to five new non-officer employees

Exercise price $44.61 per share Equal to Xenon’s common share closing price on December 4, 2025

Option term 10 years Term of the inducement share options under the 2025 plan

Vesting period 4 years Inducement options vest over four years, service-based

Initial vesting tranche 25% Vests on one-year anniversary of each employee’s start date

Subsequent vesting schedule 1/36 monthly Remaining options vest monthly thereafter, subject to continued service

Market Reality Check

$44.69 Last Close

Volume Volume 457,241 vs 20-day average 792,743 (relative volume 0.58). low

Technical Price 44.69 is trading above 200-day MA at 35.88 and near 52-week high 45.01.

Peers on Argus

XENE gained 3.29% while peers like VKTX (10.71%), SRRK (5.44%), SLNO (5.29%), IMVT (1.73%) and RARE (0.38%) also traded higher, but momentum scanners did not flag a coordinated sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Investor webinar	Positive	+0.0%	Investor webinar on azetukalner epilepsy data and commercialization plans.
Nov 25	Clinical data update	Positive	+0.0%	Announcement of new azetukalner OLE and epilepsy data at AES 2025.
Nov 06	Investor conferences	Neutral	+0.0%	Participation in Stifel and Jefferies healthcare investor conferences.
Nov 03	Earnings & update	Neutral	+0.0%	Q3 2025 results and pipeline update including Phase 3 and Phase 1 programs.
Oct 27	Earnings scheduling	Neutral	+0.0%	Scheduling announcement for Q3 2025 results and business update call.

Pattern Detected

Recent news, especially around azetukalner data and investor events, has generally coincided with positive or orderly price reactions, with no clear pattern of selling into good news.

Recent Company History

Over the past few months, Xenon has highlighted its late-stage epilepsy and mood disorder program azetukalner and advancing pain portfolio. Updates included Q3 2025 financials with cash of $555.3M and runway into 2027, completion of Phase 3 X‑TOLE2 randomization, and multiple upcoming AES 2025 data presentations. Investor-focused events such as webinars and conference appearances have supported engagement. Today’s inducement grants fit into this backdrop of ongoing hiring and pipeline execution rather than a major new clinical or financial catalyst.

Market Pulse Summary

This announcement details routine equity inducement grants totaling 39,250 options at an exercise price of $44.61, vesting over four years with a 10-year term. The grants support ongoing hiring as Xenon advances its lead asset azetukalner in Phase 3 and pain programs in Phase 1. In context, the company recently reported Q3 cash of $555.3M and runway into 2027, while short interest of 8.94% and days to cover of 10.22 remain key risk metrics to monitor.

Key Terms

Nasdaq Listing Rule 5635(c)(4) regulatory

"announced equity inducement grants to five new non-officer employees... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

exercise price financial

"The share options have an exercise price of $44.61 per common share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. Not financial advice.

VANCOUVER, British Columbia and BOSTON, Dec. 04, 2025 (GLOBE NEWSWIRE) -- Xenon Pharmaceuticals Inc. (Nasdaq: XENE), a neuroscience-focused biopharmaceutical company dedicated to drug discovery, clinical development, and commercialization of life-changing therapeutics for patients in need, today announced equity inducement grants to five new non-officer employees consisting of an aggregate of 39,250 share options. All of the foregoing share options were approved by the Compensation Committee of the Company’s Board of Directors with an effective date of December 4, 2025 and were granted as inducements material to the employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

The share options have an exercise price of $44.61 per common share, which is equal to the closing price per share of Xenon’s common shares on the grant date of December 4, 2025. The share option grants vest over four years, with 25% vesting on the one-year anniversary of the respective employee’s start date and 1/36th of the remaining options vesting monthly thereafter on the last day of each month, subject to such option recipient’s continued service relationship with the Company. Each option has a 10-year term and is subject to the terms and conditions of the share option agreement and the terms of the Company’s Amended and Restated 2025 Inducement Equity Incentive Plan.

About Xenon Pharmaceuticals Inc.
Xenon Pharmaceuticals (Nasdaq: XENE) is a neuroscience-focused biopharmaceutical company dedicated to drug discovery, clinical development, and commercialization of life-changing therapeutics for patients in need. Xenon’s lead molecule, azetukalner, is a novel, potent, selective K_V7 potassium channel opener in Phase 3 clinical trials for the treatment of epilepsy, major depressive disorder (MDD) and bipolar depression (BPD). Xenon is also advancing an early-stage portfolio of multiple promising potassium and sodium channel modulators, including K_V7 and Na_V1.7 programs in Phase 1 development for the potential treatment of pain. Xenon has offices in Vancouver, British Columbia, and Boston, Massachusetts. For more information, visit www.xenon-pharma.com and follow us on LinkedIn and X.

Xenon and the Xenon logo are registered trademarks or trademarks of Xenon Pharmaceuticals Inc. in the US, Canada, and elsewhere. All other trademarks belong to their respective owner.

Contact:
Colleen Alabiso
Senior Vice President, Corporate Affairs
(617) 671-9238
Media: media@xenon-pharma.com
Investors: investors@xenon-pharma.com

FAQ

What did Xenon (XENE) announce on December 4, 2025 about employee stock options?

Xenon announced inducement grants of 39,250 share options to five new non-officer employees granted on December 4, 2025.

What is the exercise price and term of the XENE inducement options granted on December 4, 2025?

Each option has an exercise price of $44.61 and a 10-year term from the grant date.

How do the XENE inducement options vest for employees hired under the December 4, 2025 grants?

Options vest over four years with 25% vesting after one year and the remainder vesting monthly in 1/36th installments thereafter.

Were the Xenon (XENE) option grants approved by the board and issued under Nasdaq rules?

Yes; the Compensation Committee approved the grants and they were issued as inducements under Nasdaq Listing Rule 5635(c)(4).

Do the December 4, 2025 XENE option grants reference any company programs or plans?

The grants are subject to the company’s Amended and Restated 2025 Inducement Equity Incentive Plan and individual option agreements.