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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): October 23, 2026
| XBIOTECH INC. |
| (Exact name of Registrant as specified in its charter) |
| |
| British Columbia, Canada |
| (State of Incorporation) |
| |
| 001-37347 |
| (Commission File Number) |
| |
| N/A |
| (I.R.S. Employer Identification No.) |
| 5217 Winnebago Ln, Austin, TX |
78744 |
| (Address of principal executive offices) |
(Zip Code) |
(512) 386-2900
(Registrant’s telephone number, including area code)
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, no par value |
XBIT |
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.
XBiotech, Inc. (“XBiotech” or the “Company”) announces that the Board
of Directors has appointed Dr. Sushma Shivaswamy and Jan-Paul Simard to serve as Co-Chief Executive Officers of the Company effective
October 23, 2026.
Dr. Shivaswamy, age 48, has been with XBiotech for 17 years, having served as Senior Scientist,
Director and Vice President of Research & Development prior to her appointment as Chief Scientific Officer in 2017. As CSO, Dr. Shivaswamy
oversaw scientific and technical operations spanning R&D through GMP production of antibodies. In December of 2025, Dr. Shivaswamy
was named interim CEO following the retirement of Founder John Simard. She will continue to serve in the role as Chief Scientific Officer.
Dr. Shivaswamy will continue to receive an annual salary of $750,000.
Jan-Paul Simard, age 24, started at XBiotech in 2012 as a research and development assistant
before transitioning in 2020 to the clinical development team, where he contributed to study design and protocol development across clinical
trials in pancreatic cancer, non-small cell lung cancer, osteoarthritis, and rheumatoid arthritis. He has continued his scientific education
in Chemistry with Honours at the University of Saskatchewan, further strengthening his expertise in clinical and biological sciences.
Jan-Paul Simard is the son of John Simard, Founder, Chairman, and former President and Chief Executive Officer of the Company.
The Company has entered into an Executive Employment Agreement with Jan-Paul Simard dated October
26, 2026, which is the “Effective Date” under the agreement. The Executive Employment Agreement provides for an annual Base
Salary of $150,000, prorated through the end of 2026, and continuing through 2027. The Compensation Committee and/or Board of Directors
have discretion to award Mr. Simard annual merit-based bonuses consistent with the Compensation Committee’s charter and the directors’
business judgment. Beginning on January 1, 2028, the Compensation Committee and/or Board of Directors may elect to increase, or to leave
unchanged, the annual Base Salary based on any factors the Compensation Committee and/or Board deem appropriate under the circumstances.
The Executive Employment Agreement also provides for an initial one-time grant of 2,000,000 stock options (the “Options”),
exercisable over a ten-year period based on the closing price as of the Effective Date. The Options are subject to the following vesting
conditions: (i) 1/6 of the Options shall vest on the 180th date after the Effective Date, with an additional 1/6 of the Options vesting
at each six-month interval thereafter (each such vesting date, a “Vesting Date,” and each such six-month vesting period, a
“Vesting Period”), such that all options vest within three years after the Effective Date (the “Three-Year Vesting Period”)
(such date of full vesting, the “Full Vesting Date”); (ii) notwithstanding anything to the contrary in the preceding clause,
if a Cessation of Employment (as defined in Section 7 of the Executive Employment Agreement) occurs prior to the Full Vesting Date, Mr.
Simard shall retain a percentage of Options equivalent to the proportion of the Three-Year Vesting Period for which Mr. Simard was employed
at the Company (such retained Options, the “Retained Options”), with any unvested Retained Options vesting at the next Vesting
Date, and with all other Options immediately forfeited other than the Retained Options. The Executive Employment Agreement also provides
that Mr. Simard will be entitled to receive Company benefits and reimbursement for reasonable business expenses. The Executive Employment
Agreement may be terminated at any time and for any reason by the Company or Mr. Simard.
The foregoing description of the Executive Employment Agreement is a summary and is qualified
in its entirety by reference to the full terms of the Executive Employment Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein. A copy of the press release issued by the Company announcing the appointments of Dr. Shivaswamy and
Mr. Simard is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
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.
| Date: October 26, 2026 |
XBIOTECH INC. |
| |
|
| |
By: /s/ Dr. Sushma Shivaswamy, Ph.D. |
| |
Dr. Sushma Shivaswamy, Ph.D. |
| |
Co-Chief Executive Officer and Chief Scientific Officer |
| |
|
| |
|
| |
By: /s/ Jan-Paul Simard |
| |
Jan-Paul Simard |
| |
Co-Chief Executive Officer |
| Exhibit No. |
Description |
| |
|
| 10.1 |
Executive Employment Agreement |
| 99.1 |
Press release, dated October 23, 2026. |
EXHIBIT 99.1
XBiotech Announces Election of Sushma Shivaswamy and Jan-Paul Simard
as Co-Chief Executive Officers
AUSTIN, Texas, Oct. 23, 2026 (GLOBE NEWSWIRE) -- XBiotech Inc. (NASDAQ: XBIT) today announced that its Board of Directors have elected
Jan-Paul Simard to serve as Co-Chief Executive Officer alongside CEO Dr. Sushma Shivaswamy, effective Oct. 23, 2026.
“On behalf of the Board of Directors, we are excited to announce Dr. Sushma Shivaswamy and Jan-Paul Simard as Co-Chief Executive
Officers,” said Director Tevi Troy. “Their complementary skill sets, scientific acumen, and shared commitment to
our mission position XBiotech to fully realize the potential of our True-Human antibody therapies.”
Dr. Shivaswamy has been with XBiotech for 17 years, having served as Senior Scientist, Director and Vice President of Research &
Development prior to her appointment as Chief Scientific Officer in 2017. As CSO, Dr. Shivaswamy oversaw scientific and technical operations
spanning R&D through GMP production of antibodies. In December of 2025, Dr. Shivaswamy was named interim CEO following the retirement
of Founder John Simard.
“As our industry evolves, so must our approach to leadership,” said Dr. Shivaswamy. “Appointing Jan-Paul Simard
as Co-CEO reflects our commitment to staying proactive, adaptive, and relentlessly focused on execution. He brings a distinct perspective
and operational continuity that strengthens our decision-making. I look forward to working side-by-side to deliver lasting value to our
patients and shareholders”.
Jan-Paul Simard started at XBiotech in 2012 as an R&D assistant before transitioning in 2020 to the clinical development team,
where he contributed to study design and protocol development across clinical trials in pancreatic cancer, non-small cell lung cancer,
osteoarthritis, and rheumatoid arthritis. He has continued his scientific education in Chemistry with Honours at the University of Saskatchewan,
further strengthening his expertise in clinical and biological sciences.
“It is an honour to step into this leadership role at such a pivotal moment for XBiotech, especially in tandem with a scientist
as accomplished as Dr. Shivaswamy,” said Mr. Simard. “Her leadership as interim CEO has positioned the company to capitalize
on its pipeline of drug candidates, and I look forward to partnering with her and our talented team to advance new therapies.”
About XBiotech
XBiotech is a fully integrated global biosciences company dedicated to pioneering the discovery,
development and commercialization of therapeutic antibodies based on its True Human™ discovery platform. XBiotech currently is advancing
antibody therapies to redefine the standards of care in oncology, inflammatory conditions and infectious diseases. Headquartered in Austin,
Texas, XBiotech also is leading the development of innovative biotech manufacturing technologies designed to more rapidly, cost-effectively
and flexibly produce new therapies urgently needed by patients worldwide. For more information, visit www.xbiotech.com.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements, including
declarations regarding management's beliefs and expectations that involve substantial risks and uncertainties. In some cases, you can
identify forward-looking statements by terminology such as "may," "will," "should," "would," "could," "expects," "plans," "contemplate,"
"anticipates," "believes," "estimates," "predicts," "projects," "intend" or "continue" or the negative of such terms or other comparable
terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to inherent
risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those
projected in these forward-looking statements. These risks and uncertainties are subject to the disclosures set forth in the "Risk Factors"
section of certain of our SEC filings. Forward-looking statements are not guarantees of future performance, and our actual results of
operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the
forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only
as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information,
future events or otherwise, after the date of this press release.
Contact:
Wenyi Wei
publicrelations@xbiotech.com
tel. 737-207-4600
