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Ron Philip joins Avalo Therapeutics (AVTX) board with stock option grant

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Avalo Therapeutics appointed Ron Philip to its board of directors effective June 23, 2026. He will serve until the 2027 annual meeting and join the Compensation Committee and the Science, Development and Commercial Advisory Committee.

Under the company’s non-employee director compensation plan, Philip will receive a non-qualified stock option to purchase 40,200 shares of common stock, granted June 23, 2026, vesting in three equal annual installments subject to continued service. The exercise price equals the closing price of Avalo’s stock on that grant date. The board determined he is independent under Nasdaq rules, and he will sign the company’s standard indemnification agreement.

Positive

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Negative

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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.
Director stock option grant 40,200 shares Non-qualified stock option granted June 23, 2026
Board term Until 2027 Annual Meeting Ron Philip’s initial director term
Vesting schedule 3 equal annual installments Vesting on first, second and third anniversaries of grant
Grant date June 23, 2026 Effective date of board appointment and option grant
non-qualified stock option financial
"Mr. Philip will be granted a non-qualified stock option award to purchase 40,200 shares of the Company’s common stock"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Compensation Committee financial
"Mr. Philip will serve as a member of the Compensation Committee and Science, Development and Commercial Advisory Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
indemnification agreement regulatory
"Mr. Philip will enter into the Company’s standard form of indemnification agreement"
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.
independence requirements regulatory
"the Board believes that Mr. Philip satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market listing rules"
Nasdaq Capital Market financial
"The option has an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on June 23, 2026"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
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Understanding 8-K Material Events →
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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): June 23, 2026

AVALO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)  
Delaware
(State or other jurisdiction of incorporation)
001-3759045-0705648
(Commission File Number)(IRS Employer Identification No.)
1500 Liberty Ridge Drive, Suite 321, Wayne, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (410) 522-8707

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par ValueAVTXNasdaq Capital 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 June 23, 2026, the board of directors (the “Board”) of Avalo Therapeutics, Inc. (the “Company”) appointed Ron Philip to the Board, effective June 23, 2026.

Mr. Philip will serve as a director until the Company’s 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified. Mr. Philip will serve as a member of the Compensation Committee and Science, Development and Commercial Advisory Committee immediately upon his appointment.

There are no arrangements or understandings between Mr. Philip and any other person pursuant to which Mr. Philip was selected as a director of the Company, and there is no family relationship between Mr. Philip and any of the Company’s other directors or executive officers. Mr. Philip will be eligible for Board compensation pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Plan (the “A&R Non-Employee Director Compensation Plan”). Accordingly, in connection with his appointment and in accordance with the A&R Non-Employee Director Compensation Plan, Mr. Philip will be granted a non-qualified stock option award to purchase 40,200 shares of the Company’s common stock on June 23, 2026, vesting in three substantially equal installments on the first, second and third anniversary of the date of grant, in each case, subject to his continued service on each such vesting date. The option has an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on June 23, 2026.

Mr. Philip has served as Executive Chair of CREATE Medicines since February 2026 and has recently served as Chief Executive Officer and as a member of the board of directors of Orbital Therapeutics, a biotech company focused on the development of RNA-based medicines, from August 2024 until its acquisition by Bristol-Myers Squibb in December 2025. Prior to Orbital, from May 2017 to August 2024, Mr. Philip served in several roles for Spark Therapeutics, a gene therapy company, most recently as Chief Executive Officer. Mr. Philip also served in various roles for Pfizer from November 2009 to October 2016. Mr. Philip also serves on the boards of City Therapeutics, Inc., since July 2024, CREATE Medicines since February 2026 and Harmony Biosciences (NASDAQ: HRMY) since April 2025 and advises several private biotechnology companies. Mr. Philip has also previously served on the boards of several private organizations, including Life Sciences Pennsylvania, the Academy of Natural Sciences of Drexel University, Cure Duchenne and the Chamber of Commerce for Greater Philadelphia. Mr. Philip received a B.S. in Computer Information Systems from Drexel University.

In connection with his appointment, Mr. Philip will enter into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

There are no related party transactions between Mr. Philip and the Company, and the Board believes that Mr. Philip satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market listing rules.

SIGNATURE

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.

AVALO THERAPEUTICS, INC.
Date: June 23, 2026By:/s/ Christopher Sullivan
Christopher Sullivan
Chief Financial Officer



1

Source: View Original Filing on SEC EDGAR

FAQ

What did Avalo Therapeutics (AVTX) announce in this 8-K filing?

Avalo Therapeutics announced the appointment of Ron Philip to its board of directors, effective June 23, 2026. He will also join the Compensation Committee and the Science, Development and Commercial Advisory Committee as part of this governance update.

Who is Ron Philip, newly appointed to Avalo Therapeutics (AVTX) board?

Ron Philip is an experienced biotech executive who led Orbital Therapeutics as CEO until its acquisition and previously served as CEO of Spark Therapeutics. He has also held roles at Pfizer and currently sits on several biotech company boards.

What equity compensation will Ron Philip receive from Avalo Therapeutics (AVTX)?

Ron Philip will receive a non-qualified stock option to purchase 40,200 shares of Avalo’s common stock. The option was granted June 23, 2026, vests in three equal annual installments, and carries an exercise price equal to that day’s Nasdaq closing price.

How long will Ron Philip serve on the Avalo Therapeutics (AVTX) board?

Ron Philip will serve as a director until Avalo Therapeutics’ 2027 Annual Meeting of Stockholders, or until a successor is duly elected and qualified. His committee service on Compensation and Science, Development and Commercial Advisory begins immediately.

Is Ron Philip considered an independent director at Avalo Therapeutics (AVTX)?

Yes. Avalo’s board believes that Ron Philip meets the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market listing rules. The filing also states there are no related party transactions or family relationships with Avalo executives or directors.

What agreement will Ron Philip enter into with Avalo Therapeutics (AVTX)?

In connection with his appointment, Ron Philip will enter into Avalo’s standard form of indemnification agreement. A copy of this agreement is filed as Exhibit 10.14 to Avalo’s Form 10-K for the year ended December 31, 2024, providing protection for board service.

Filing Exhibits & Attachments

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