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): November 3, 2026 |
Latigo Biotherapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
Delaware |
001-43436 |
83-2625838 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
1300 Rancho Conejo Boulevard Suite 305 |
Thousand Oaks, California 91320 |
(Address of Principal Executive Offices) |
|
Registrant’s Telephone Number, Including Area Code: (805) 716-2927 |
(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
|
Common Stock, $0.0001 par value per share |
|
LTGO |
|
The 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 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Latigo Biotherapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
All of the information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of the Company approved the appointment of Todd Smith as the Company’s President and Chief Executive Officer, replacing Nima Farzan in such capacities. The appointment of Mr. Smith to these positions became effective as of the Effective Date, at which point Mr. Farzan ceased to serve in these positions and resigned as a member of the Board. Mr. Farzan’s resignation from the Board was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company and Mr. Farzan entered into a transition and separation agreement, pursuant to which Mr. Farzan will continue as an employee of the Company through January 1, 2027, unless earlier terminated (such date on which Mr. Farzan’s employment is terminated, the “Employment Separation Date” and the period between the Effective Date and the Employment Separation Date, the “Employment Transition Period”). During the Employment Transition Period, Mr. Farzan will continue to receive his current compensation. Following the Employment Separation Date, Mr. Farzan has agreed to continue as a consultant, providing transitional and advisory services through December 31, 2027, unless earlier terminated (such period, the “Consulting Period”). Mr. Farzan will continue to vest in his outstanding equity awards as the sole consideration for his consulting services during the Consulting Period. Following the Employment Separation Date, Mr. Farzan will be eligible to receive the severance benefits under the terms of the Company’s Severance Plan (the “Severance Plan”) as described under the section titled “Executive and Director Compensation – Potential Payments Under Termination or Change of Control” in the Company’s prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on August 7, 2026 (the “Prospectus”). Additionally, the Company has agreed to pay Mr. Farzan his 2026 annual bonus at 100% of his target.
Mr. Smith’s biographical information is contained in the Prospectus under the section titled “Management” and is incorporated by reference herein.
In connection with Mr. Smith’s appointment as the Company’s President and Chief Executive Officer, the Board, acting upon the recommendation of its Compensation Committee, approved the following compensatory arrangements for Mr. Smith, effective as of the Effective Date: (i) an annualized base salary of $775,000, (ii) an annual target performance cash incentive of 70% of his base salary, and (iii) an option to purchase the number of shares of Company common stock having a grant date fair market value of $20,000,000 (the “Option Award”). The Option Award will vest as follows: 1/4th of the shares will vest on the one-year anniversary of the Effective Date, with the balance vesting in a series of 36 successive equal monthly installments measured from the first anniversary of the Effective Date, subject to Mr. Smith’s Continuous Service (as defined in the Company’s 2026 Equity Incentive Plan) as of each such vesting date. In addition, Mr. Smith will be entitled to severance and change of control payments and benefits pursuant to the Severance Plan as the Company’s Chief Executive Officer, described under the section titled “Executive and Director Compensation – Potential Payments Under Termination or Change of Control” in the Prospectus.
Mr. Smith previously entered into the Company’s standard form of indemnity agreement for officers and directors of the Company, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-297518), filed with the SEC on July 17, 2026.
In connection with Mr. Farzan’s resignation from the Board, the Board size was decreased from seven to six directors. Additionally, in connection with Mr. Smith’s appointment as the Company’s President and Chief Executive Officer, he will no longer serve as a member of the Board’s Audit and Compensation Committees. Upon recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Beth Seidenberg, M.D., to its Audit Committee and Sara Bonstein to its Compensation Committee, in each case, effective as of the Effective Date.
In connection with the management transition, the Board approved the grant of stock options to Neha Krishnamohan to acquire 175,000 shares of the Company’s common stock and to Neil Singla to acquire 350,000 shares of the Company’s common stock. The options will vest as follows: 1/4th of the shares will vest on March 31, 2027, 1/4th of the shares will vest on the one-year anniversary of the Effective Date, with the remaining shares vesting on the 18-month anniversary of the Effective Date, subject, in each case, to such individual’s Continuous Service (as defined in the Company’s 2026 Equity Incentive Plan) as of each such vesting date.
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.
|
|
|
|
|
|
|
Latigo Biotherapeutics, Inc. |
|
|
|
|
Date: |
November 5, 2026 |
By: |
/s/ Neha Krishnamohan |
|
|
|
Neha Krishnamohan Chief Financial Officer |
Exhibit 99.1

Latigo Biotherapeutics Reports Third Quarter 2026 Financial Results and Recent Business Highlights
Phase 3 bunionectomy and open-label safety trials of onzotrigine remain on track for initiation with topline results expected in the second half of 2027
Company plans to add oxycodone/acetaminophen (commonly known as Percocet) as opioid comparator arm to the Phase 3 bunionectomy trial
Phase 2 trial of LTG-321 for the treatment of chronic pain is currently ongoing; Expect to report topline results in the second half of 2027
Cash and cash equivalents of $401 million expected to fund operations into 2029
THOUSAND OAKS, Calif., November 5, 2026 (GLOBE NEWSWIRE) -- Latigo Biotherapeutics, Inc. (Nasdaq: LTGO), a clinical-stage biopharmaceutical company committed to developing innovative non-opioid pain medicines, today reported financial results for the third quarter ended September 30, 2026, and highlighted recent progress.
“With the proceeds from our IPO, we are well-positioned to continue to execute across our development plans for onzotrigine and LTG-321. For onzotrigine, the addition of a Percocet arm to our Phase 3 bunionectomy trial is intended to provide further support for onzotrigine as an opioid-free pain management option in a second surgical model, while also providing data against a commonly used opioid comparator distinct from the one evaluated in our abdominoplasty program,” said Todd N. Smith, president and chief executive officer, Latigo. “We continue to make progress with LTG-321 in our ongoing Phase 2 trial, which we believe has the potential to significantly expand the role of NaV1.8 inhibition into chronic pain. Patients and physicians are still waiting for effective non-opioid treatment options for both acute and chronic pain, and we look forward to sharing progress from both programs as we advance our development efforts.”
Recent Pipeline Progress
Onzotrigine: Investigational Oral NaV1.8 Inhibitor for Acute Pain
•On track to initiate a randomized, double-blind, placebo- and active-controlled Phase 3 clinical trial in patients with moderate-to-severe acute pain after bunionectomy surgery, as well as a single-arm, open-label Phase 3 safety trial, with topline results expected in the second half of 2027.
oThe Company plans to add an active opioid comparator arm of oxycodone/acetaminophen (commonly known as Percocet) to the bunionectomy trial providing additional data to strengthen potential opioid-sparing label claims against a more potent, commonly used opioid compared to the opioid comparator utilized in abdominoplasty, hydrocodone/acetaminophen (commonly known as Vicodin).
▪Percocet is 1.5 time as strong as Vicodin per the U.S. Center for Disease Control guidelines.
oThe bunionectomy trial is now expected to enroll approximately 480 patients: approximately 200 patients will be randomized to receive onzotrigine (450 mg loading dose followed by 300 mg twice daily), 80 patients will be randomized to receive oxycodone/acetaminophen (5 mg/325 mg), and approximately 200 patients will be randomized to placebo.
LTG-321: Investigational Oral NaV1.8 Inhibitor for Chronic Pain
•Phase 2 randomized, double-blind, placebo-controlled, within-patient crossover clinical trial of LTG-321 is ongoing. The trial will enroll approximately 120 patients with osteoarthritis of the knee, evaluating the safety and efficacy of once-daily LTG-321.
•Expect to report topline results from the Phase 2 clinical trial in the second half of 2027.
LTG-418 and Other Pipeline
•LTG-418 is a next-generation, structurally distinct NaV1.8 inhibitor being developed for the potential treatment of acute and chronic pain. LTG-418 is designed to be administered at a low dose, which may enable additional formulations and routes of administration beyond oral and IV delivery.
•Continued discovery of additional ion channel modulators involved in peripheral transmission of pain that represent potential complementary mechanisms of action to NaV1.8 inhibition for additional pain relief, including neuropathic pain.
Corporate Highlights
•Additional cold pressor data and exploratory data from the abdominoplasty trial conducted with onzotrigine will be presented at the American Society of Regional Anesthesia (ASRA) 25th Annual Pain Medicine Meeting in Tampa, FL, November 5-7, 2026.
oOral Presentation titled "Cold Pressor as a Pharmacodynamic Biomarker for NaV1.8 Development" to be presented on November 6, 2026 at 10:30am ET, and will feature cold pressor data across eight cohorts with NaV1.8 inhibitors and the potential to utilize cold pressor as a predictive biomarker in pain clinical development.
oPoster presentation titled “Efficacy and Safety of Onzotrigine, a Selective NaV1.8 inhibitor, in Patients with Moderate to Severe Pain after Abdominoplasty” will be presented November 6, 2026 at 8:00am ET. The data includes responder analysis of high dose of onzotrigine vs. opioid comparator of hydrocodone/acetaminophen (commonly known as Vicodin) and placebo:
▪36% of participants treated with onzotrigine achieved greater than 70% pain reduction at 24 hours compared to 24% of participants treated with the opioid comparator and 13% of participants treated with placebo.
▪50% more participants achieved greater than 70% pain reduction response than the opioid comparator.
Financial Results for Third Quarter 2026
•Cash Position: Cash and cash equivalents were $401.2 million as of September 30, 2026. The Company’s current cash and cash equivalents are expected to be sufficient to fund its current operating plans into 2029.
•Research and Development (R&D) Expenses: R&D expenses were $17.5 million for the three months ended September 30, 2026, as compared to $22.1 million for the three months ended September 30, 2025.
•General and Administrative (G&A) Expenses: G&A expenses were $5.4 million for the three months ended September 30, 2026, as compared to $2.6 million for the three months ended September 30, 2025.
•Net Loss: Net loss was $20.9 million for the three months ended September 30, 2026, as compared to $24.8 million for the three months ended September 30, 2025, with non-cash stock-based compensation expenses of $2.5 million and $1.8 million for the three months ended September 30, 2026 and 2025, respectively.
About Latigo Biotherapeutics
Latigo Biotherapeutics is a clinical-stage biopharmaceutical company committed to developing innovative non-opioid pain medicines. Latigo’s drug candidates are designed to rapidly and effectively stop the transmission of pain without the risk of addiction. The Company’s lead product candidate, onzotrigine (previously referred to as LTG-001), is an oral NaV1.8 ion channel inhibitor intended to provide fast-acting, opioid-sparing relief for the treatment of acute pain. LTG-321 is an oral NaV1.8 inhibitor being developed for chronic musculoskeletal pain. Additionally, Latigo is advancing research of additional NaV1.8 inhibitors that can address alternative formulation and delivery approaches as well as other ion channel targets for the treatment of pain. Learn more at latigobio.com or follow us on LinkedIn and X.
Forward-Looking Statements
The statements contained in this press release that are not historical facts are forward-looking statements. You can identify forward-looking statements because they contain words such as “continue,” “expect,” “intend,” “may,” “plans,” “potential,” or “will,” or similar expressions which concern our strategy, plans, projections, or intentions. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without limitation, statements regarding Latigo’s financial outlook, future plans and prospects, its ability to execute on development plans, including Latigo’s planned and ongoing clinical trials and non-clinical studies for its product candidates, including onzotrigine, LTG-321, and LTG-418; the planned design, enrollment, initiation, and expected timing of the Phase 3 bunionectomy and open-label safety trials of onzotrigine, including the addition of an active comparator arm; the potential of onzotrigine to address the need for non-opioid acute pain treatment options; the potential of LTG-418 to enable additional formulations and routes of administration; the expected timing of topline results for onzotrigine and LTG-321; and statements about the Company’s expected cash runway. Any forward-looking statements in this press release are based on the Company’s current expectations, estimates, and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. Readers are cautioned that actual results could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of risks and uncertainties, which include, without limitation, that the Company has limited operating history and no history of commercializing products; that the Company has incurred substantial losses since its inception and may never achieve or maintain profitability; that the Company will require substantial additional financing to achieve its goals; risks and uncertainties related to delays in its clinical trials, the discovery, development and regulation of its existing or future product candidates, including the uncertainty of related costs and regulatory filings, and that results from clinical trials or other studies may not support further development; risk that results of earlier studies and trials may not be predictive of future trials or real-world results; risks related to the legal and regulatory framework for the industry, and potential exposure to legal proceedings, regulatory inquiries, and other legal matters; the Company’s ability to protect its intellectual property and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission (SEC), including those described from time to time under the caption “Risk Factors” and elsewhere in Latigo’s filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on September 3, 2026 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 to be filed with the SEC later today. Latigo undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
Investor Contact:
Joyce Allaire
LifeSci Advisors
ir@latigobio.com
Media Contact:
Michael Fitzhugh
LifeSci Communications
mfitzhugh@lifescicomms.com
LATIGO BIOTHERAPEUTICS, INC.
Condensed Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2026 |
|
|
2025 |
|
ASSETS |
|
|
|
|
|
|
Cash and cash equivalents and restricted cash |
|
$ |
401,409 |
|
|
$ |
69,629 |
|
Prepaid expenses and other current assets |
|
|
5,033 |
|
|
|
4,200 |
|
Operating lease right-of-use assets |
|
|
1,141 |
|
|
|
625 |
|
Property and equipment, net |
|
|
440 |
|
|
|
446 |
|
Other assets |
|
|
433 |
|
|
|
616 |
|
Total assets |
|
$ |
408,456 |
|
|
$ |
75,516 |
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
Accounts payable, accrued expenses and other current liabilities |
|
$ |
13,259 |
|
|
$ |
17,883 |
|
Operating lease liabilities |
|
|
1,188 |
|
|
|
690 |
|
Other long-term liabilities |
|
|
35 |
|
|
|
35 |
|
Total liabilities |
|
|
14,482 |
|
|
|
18,608 |
|
Redeemable convertible preferred stock |
|
|
— |
|
|
|
288,582 |
|
Total stockholders' equity (deficit) |
|
|
393,974 |
|
|
|
(231,674 |
) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) |
|
$ |
408,456 |
|
|
$ |
75,516 |
|
LATIGO BIOTHERAPEUTICS, INC.
Condensed Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
$ |
17,502 |
|
|
$ |
22,097 |
|
|
$ |
56,361 |
|
|
$ |
63,709 |
|
General and administrative |
|
|
5,427 |
|
|
|
2,626 |
|
|
|
15,812 |
|
|
|
8,271 |
|
Total operating expenses |
|
|
22,929 |
|
|
|
24,723 |
|
|
|
72,173 |
|
|
|
71,980 |
|
Loss from operations |
|
|
(22,929 |
) |
|
|
(24,723 |
) |
|
|
(72,173 |
) |
|
|
(71,980 |
) |
Interest income |
|
|
(2,126 |
) |
|
|
(728 |
) |
|
|
(2,864 |
) |
|
|
(2,113 |
) |
Interest expense |
|
|
699 |
|
|
|
— |
|
|
|
950 |
|
|
|
— |
|
Change in fair value of preferred stock tranche liability |
|
|
— |
|
|
|
795 |
|
|
|
— |
|
|
|
1,674 |
|
Change in fair value of derivative liability |
|
|
(5,148 |
) |
|
|
— |
|
|
|
(5,148 |
) |
|
|
— |
|
Loss on extinguishment of debt |
|
|
4,581 |
|
|
|
— |
|
|
|
4,581 |
|
|
|
— |
|
Other expense, net |
|
|
14 |
|
|
|
6 |
|
|
|
15 |
|
|
|
42 |
|
Total other (income) expense, net |
|
|
(1,980 |
) |
|
|
73 |
|
|
|
(2,466 |
) |
|
|
(397 |
) |
Net loss and comprehensive loss |
|
$ |
(20,949 |
) |
|
$ |
(24,796 |
) |
|
$ |
(69,707 |
) |
|
$ |
(71,583 |
) |
Net loss and comprehensive loss per share — basic and diluted |
|
$ |
(0.55 |
) |
|
$ |
(29.50 |
) |
|
$ |
(5.22 |
) |
|
$ |
(95.16 |
) |
Weighted-average number of shares used in computing net loss per share — basic and diluted |
|
|
37,838 |
|
|
|
840 |
|
|
|
13,363 |
|
|
|
752 |
|