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Avalyn Pharma names Robert Meyer to board

Avalyn Pharma adds independent director Robert Meyer, M.D., and outlines his cash and equity compensation under its non-employee director policy.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Avalyn Pharma Inc. (AVLN) disclosed that on September 15, 2026, its board appointed Robert Meyer, M.D. as a Class II director, with a term expiring at the 2028 annual meeting of stockholders. The board determined that he is independent under Nasdaq listing standards.

Dr. Meyer has extensive regulatory and pulmonary drug-development experience, including senior roles at the U.S. Food and Drug Administration and Merck & Co., Inc., and prior board service at several public life sciences companies. Under Avalyn’s Non-Employee Director Compensation Policy, he will receive a $40,000 annual cash retainer and received an initial stock option for 31,182 shares vesting over three years. He will also be eligible for annual option grants for 15,591 shares, vesting on the earlier of the first anniversary of grant or the next annual meeting, while he remains a director. Each option will have an exercise price equal to the fair market value of Avalyn common stock on the grant date.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Annual cash retainer $40,000 Annual retainer for serving on Avalyn Pharma’s board under the Non-Employee Director Compensation Policy
Initial stock option grant 31,182 shares Option to purchase shares of common stock granted to Robert Meyer, M.D. on the Effective Date
Annual stock option grant 15,591 shares Eligible annual option grant for Robert Meyer, M.D. on each annual meeting date while he remains a director
Initial grant vesting period 3 years Initial stock option vests in equal annual installments over three years from the date of grant
Class of directorship Class II director Dr. Meyer appointed as a Class II director with term expiring at the 2028 annual meeting of stockholders
Class II director regulatory
"the Board appointed Robert Meyer, M.D. to the Board as a Class II director"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
Non-Employee Director Compensation Policy financial
"Under the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”)"
Fair Market Value financial
"exercise price equal to the Fair Market Value of the Common Stock on the date of grant"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
indemnification agreement regulatory
"Dr. Meyer has entered into an indemnification agreement with the Company"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Avalyn Pharma (AVLN) announce in this 8-K?

Avalyn Pharma reported that on September 15, 2026, its board appointed Robert Meyer, M.D. as a Class II director for a term expiring at the 2028 annual meeting of stockholders, and the board determined he is independent under Nasdaq listing standards.

What is the compensation for Avalyn Pharma (AVLN) director Robert Meyer, M.D.?

Under Avalyn’s Non-Employee Director Compensation Policy, Dr. Meyer is eligible for a $40,000 annual cash retainer and received an initial stock option to purchase 31,182 shares of common stock, plus eligibility for annual option grants of 15,591 shares while he remains a director.

How do Robert Meyer’s stock options at Avalyn Pharma (AVLN) vest?

The initial option grant for 31,182 shares vests in equal annual installments over three years. Each annual grant for 15,591 shares to continuing non-employee directors generally vests in full on the earlier of the first anniversary of grant or the next annual meeting.

What experience does Avalyn Pharma (AVLN) highlight for new director Robert Meyer, M.D.?

Avalyn cites Dr. Meyer’s experience at the U.S. Food and Drug Administration, his role as Vice President and Head of Global Regulatory Strategy, Policy and Safety at Merck Research Laboratories, and his board service at other public life sciences companies as reasons he is qualified to serve.

Will Avalyn Pharma (AVLN) use a set price for Robert Meyer’s stock options?

Each option granted under the Non-Employee Director Compensation Policy will have a per-share exercise price equal to the Fair Market Value of Avalyn’s common stock on the relevant grant date, as defined in the company’s 2026 Stock Option and Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000154017100015401712026-09-152026-09-15

 

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 15, 2026

 

 

Avalyn Pharma Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-43251

45-2463191

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

105 W First Street

 

Boston, Massachusetts

 

02127

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (206) 707-0340

 

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
Symbol(s)

 


Name of each exchange on which registered

Voting Common Stock, par value $0.001 per share

 

AVLN

 

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.

Appointment of Director

 

On September 15, 2026 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Avalyn Pharma Inc. (the “Company”), the Board appointed Robert Meyer, M.D. to the Board as a Class II director for an initial term expiring at the annual meeting of stockholders in 2028. The Board determined that Dr. Meyer is independent under the listing standards of Nasdaq.

 

From January 2018 to October 2024, Dr. Meyer was a principal of the Drug and Biologic Products team at Greenleaf Health Inc., a U.S. Food and Drug Administration, or FDA, strategic consulting company (later acquired by Eliquent Life Sciences). He was an associate professor of Public Health Sciences at the University of Virginia School of Medicine from March 2013 to December 2017, where he also served as the director of the Virginia Center for Translational and Regulatory Sciences. Prior to joining the faculty at the University of Virginia, Dr. Meyer joined Merck & Co., Inc. in October 2007 and served as Vice President and Head of Global Regulatory Strategy, Policy and Safety at Merck Research Laboratories from November 2009 until January 2013. Prior to Merck, Dr. Meyer worked for the FDA from 1994 to 2007, where he was Director of the Division of Pulmonary and Allergy Drug Products from 1999-2002 and Director of the Office of Drug Evaluation II in the Center for Drug Evaluation and Research from 2002-2007. Dr. Meyer holds a B.A. in natural sciences from Lehigh University and an M.D. from the University of Connecticut School of Medicine, where he also completed his residency in internal medicine and served as chief medical resident. He completed a fellowship in pulmonary and critical care medicine at the University of Vermont. Dr. Meyer also formerly served on the board of directors of Chimerix, Inc. (sold to Jazz Pharmaceuticals) from 2018 to 2025, Translate Bio (acquired by Sanofi Inc.) from 2019 to 2021 and Correvio Pharma Corp. from 2015 to 2020. He was a medical science trustee for the United States Pharmacopeia Board, a non-profit scientific standards setting foundation, from April 2015 until December 2020. We believe that Dr. Meyer is qualified to serve on our board of directors because of his experience advising companies on regulatory matters related to drug approval and as a board member for other public life sciences companies, and because of his practice of medicine.

 

Under the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”), Dr. Meyer is eligible to receive an annual retainer of $40,000 for serving on the Board. In addition, under the Compensation Policy, on the Effective Date, Dr. Meyer was granted an option to purchase 31,182 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Initial Grant”). The Initial Grant will vest in equal annual installments over three years from the date of grant. Additionally, under the Compensation Policy, as long as Dr. Meyer remains a director, he will be eligible to receive an annual stock option grant to purchase 15,591 shares of Common Stock on the date of each annual meeting of stockholders of the Company following the Effective Date (the “Annual Grant”). The first Annual Grant Dr. Meyer receives will be pro-rated on a monthly basis for time served as a director. Grants made to continuing non-employee directors following the Company’s annual meeting of stockholders each year vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, provided that all vesting will cease if the director ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. Each option granted under the Compensation Policy has a per share exercise price equal to the Fair Market Value (as defined in the Company’s 2026 Stock Option and Incentive Plan) of the Common Stock on the date of grant.

 

There are no arrangements or understandings between Dr. Meyer and any other person pursuant to which Dr. Meyer was selected as a director. Dr. Meyer is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, Dr. Meyer has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

 

 


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.

 

 

 

AVALYN PHARMA INC.

 

 

 

 

Date:

September 16, 2026

By:

/s/ Lyn Baranowski

 

 

 

Lyn Baranowski
Chief Executive Officer
(Principal Executive Officer)

 


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