| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Bihua Chen, as a Class I Director
On July 22, 2025, Bihua Chen informed the Board of Directors (the “Board”) of Biomea Fusion, Inc. (the “Company”) that she is resigning as a member of the Board and as chairperson of the Compensation Committee of the Board and member of the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. Chen’s resignation is not the result of any dispute or disagreement with the Company.
Appointment of Julianne Averill as a Class III Director
On July 22, 2025, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, appointed Julianne Averill as a member of the Board, effective as of July 22, 2025. The Board determined that Ms. Averill is independent under Nasdaq Listing Rule 5605(a)(2) and the Company’s corporate governance guidelines. Ms. Averill will serve as a Class III director with an initial term expiring at the Company’s 2027 annual meeting of stockholders. In connection with Ms. Averill’s appointment as a member of the Board, the Board also appointed her as a member of the Audit Committee of the Board.
As a non-employee director, Ms. Averill will receive cash compensation and equity awards for her Board service in accordance with the Company’s non-employee director compensation policy. In connection with her appointment, Ms. Averill received an option under the Company’s 2021 Equity Incentive Plan to purchase that number of shares of the Company’s common stock on July 22, 2025, the effective date of Ms. Averill’s appointment, with a Black-Scholes grant value of $360,000 (the “Initial Grant”). The Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to Ms. Averill’s continued service through each applicable vesting date.
There have not been any transactions since the beginning of the Company’s last fiscal year, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Ms. Averill had or will have a direct or indirect material interest. There are no arrangements or understandings between Ms. Averill and the Company or any other persons pursuant to which Ms. Averill was appointed as a director of the Company. In addition, Ms. Averill will enter 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.
The Company issued a press release on July 24, 2025 announcing the appointment of Ms. Averill to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. |
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Description |
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| 99.1 |
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Press Release issued by Biomea Fusion, Inc. on July 24, 2025. |
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| 104 |
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Cover page interactive data file (embedded within the Inline XBRL document) |
