Faeth Therapeutics names Adam Schayowitz director

The option vests and becomes exercisable in equal monthly installments through the third anniversary of the grant date, subject to continued service.

Rhea-AI Filing Summary

Faeth Therapeutics, Inc. (FTH) increased its board from six to seven directors and appointed Adam Schayowitz, Ph.D., as a Class III director, effective immediately on October 23, 2026. He will serve until the 2027 annual meeting of stockholders and until a successor is duly elected and qualified, or his earlier death, resignation or removal. Schayowitz has served as Executive Vice President and Head of Research and Development at Zymeworks since April 2026 and previously held oncology development leadership roles at Pfizer Oncology and Tesaro. His appointment includes a cash retainer and an initial option to purchase 25,000 common shares, with an exercise price equal to the closing price of the common stock on the grant date. The board cited his oncology drug development, clinical and regulatory strategy, and commercialization experience in determining his qualifications.

Filing Explained

The 25,000-share option is scheduled to vest in equal monthly installments through its third anniversary, subject to continued service; it vests in full upon a change in control if Dr. Schayowitz remains in service through that date.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Board size: 7 directors Option shares: 25,000 shares Director term: 2027 annual meeting +1 more

4 metrics

Board size 7 directors The board increased from six to seven directors on October 23, 2026.

Option shares 25,000 shares Initial equity award for the new director.

Director term 2027 annual meeting The director will serve until the annual meeting and until a successor is duly elected and qualified, or his earlier death, resignation or removal.

Vesting schedule Equal monthly installments through the third anniversary Subject to continued service through each applicable vesting date.

Key Terms

Class III director, initial equity award, exercise price, Continuous Service

4 terms

Class III director technical

"appointed to serve as a Class III director"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

initial equity award financial

"Such initial equity award consists of an option"

exercise price financial

"exercise price per share equal to the closing price"

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.

Continuous Service technical

"subject to his Continuous Service through such date"

FAQ

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

What are the vesting terms for the new FTH director's option?

The option vests and becomes exercisable in equal monthly installments through the third anniversary of the grant date, subject to Adam Schayowitz's continued service through each applicable vesting date. It vests in full upon a Change in Control, subject to his Continuous Service through that date.

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

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Available on EDGAR 10/27/2026 - 07:34 AM EDT Accepted by SEC EDGAR 10/27/2026 - 07:33 AM EDT Learn about SEC filing dates

false 0001829802 0001829802 2026-10-23 2026-10-23

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): October 23, 2026

Faeth Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39980		83-1863385
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

701 Tillery Street, #12, #1010
Austin, TX		78702
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 200-2982

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 Securities Exchange Act of 1934:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		FTH		The Nasdaq Stock Market LLC

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 October 23, 2026, the Board of Directors (the “Board”) of Faeth Therapeutics, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Adam Schayowitz to serve as a Class III director, effective immediately. Dr. Schayowitz will hold office until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or his earlier death, resignation or removal.

Adam Schayowitz, Ph.D. (age 46) has served as Executive Vice President and Head of Research and Development of Zymeworks Inc. (Nasdaq: ZYME), a biotechnology company, since April 2026. He served as its Acting Chief Development Officer from October 2025 to March 2026. Dr. Schayowitz also served as an Operating Partner at EcoR1 Capital, LLC, a biotech-focused investment advisory firm, from September 2024 to March 2026. Before EcoR1, he held roles of increasing responsibility at Pfizer Oncology from January 2018 to September 2024, including development leadership roles in breast cancer, prostate cancer, colorectal cancer and melanoma, most recently as Vice President, Head of Product Development Teams. Before Pfizer, he led the development of Zejula (niraparib) at Tesaro, Inc. and was a member of the Medical Affairs leadership team at Algeta ASA, where he supported the commercialization of Xofigo (radium-223). He previously served on the boards of directors of Scorpion Therapeutics, Inc. and Terremoto Biosciences, Inc. and as a board observer for Aktis Oncology, Inc., and he currently serves on the board of directors of Prostate Cancer Research, a non-profit organization. Dr. Schayowitz received a B.A. from Hamilton College, a Ph.D. in pharmacology and experimental therapeutics from the University of Maryland School of Medicine and an M.B.A. from Johns Hopkins University. The Board believes that Dr. Schayowitz’s extensive experience in oncology drug development, clinical and regulatory strategy and commercialization, together with his executive leadership roles at biopharmaceutical and oncology-focused companies, qualifies him to serve on the Company’s Board.

In connection with his appointment as director, Dr. Schayowitz will receive a cash retainer and an initial equity award in accordance with the Company’s non-employee director cash and equity compensation program (the “Director Compensation Policy”). Such initial equity award consists of an option to purchase 25,000 shares of the Company’s common stock under the Company’s 2026 Equity Incentive Plan (the “2026 Equity Plan”), with an exercise price per share equal to the closing price of the Company’s common stock on the date of grant. These options will vest and become exercisable in equal monthly installments through the third anniversary of the date of grant, subject to Dr. Schayowitz’s continued service to the Company through each applicable vesting date, and will vest in full upon a Change in Control, subject to his Continuous Service through such date, as defined in the Director Compensation Policy.

There are no family relationships between Dr. Schayowitz and any of the executive officers or directors of the Company. There are no arrangements or understandings between Dr. Schayowitz and any other person pursuant to which he was appointed as a director of the Company. Dr. Schayowitz is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as director, Dr. Schayowitz will enter into the Company’s standard form of indemnification agreement for its executive officers and directors, a copy of which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-252138) filed with the Securities and Exchange Commission on January 15, 2021.

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.

						Faeth Therapeutics, Inc.
Date: October 27, 2026						/s/ Christopher W. Gerry
						Christopher W. Gerry
						General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB