[8-K] Xenon Pharmaceuticals Inc Reports Material Event

Rhea-AI Filing Summary

On June 30, 2025, Xenon Pharmaceuticals Inc. (XENE) filed an 8-K announcing a leadership change under Item 5.02. Chief Financial Officer Sherry Aulin resigned the same day. The Board appointed current President & CEO Ian Mortimer as interim CFO, making him the company’s principal financial and accounting officer effective immediately. No modifications were made to Mortimer’s compensation package. Required biographical and related-party information for Mr. Mortimer was previously disclosed in Xenon’s April 24, 2025 proxy statement and is incorporated by reference. No other material transactions or financial data were included in the filing.

The dual CEO/CFO role is intended to be temporary, but the company did not specify the duration of the interim arrangement or outline a search process for a permanent CFO.

Positive

• Continuity of leadership: CEO Ian Mortimer’s appointment as interim CFO ensures uninterrupted oversight of finance functions.
• No compensation increase: The dual role does not add cost pressure, preserving cash for R&D.

Negative

• Segregation-of-duties risk: Combining CEO and CFO roles may weaken internal controls and raise governance concerns.
• Lack of permanent successor timeline: Uncertainty remains over how long the interim arrangement will last.

Insights

Corporate Governance Expert

TL;DR: CEO adds interim CFO duties; governance risk modest but manageable with quick successor search.

The resignation of Xenon’s CFO and the temporary consolidation of CEO and CFO roles concentrate financial oversight in a single individual. While this ensures continuity and avoids an immediate leadership gap, it weakens segregation of duties and may raise auditor and investor scrutiny regarding internal controls—especially critical for a clinical-stage biotech dependent on external capital. The absence of a disclosed timeline for hiring a permanent CFO heightens uncertainty. Nevertheless, Mortimer’s long tenure and institutional knowledge mitigate short-term disruption. Material impact appears limited unless the interim period extends or future filings reveal control deficiencies.

Sell-Side Biotechnology Analyst

TL;DR: Operational continuity preserved; strategic outlook unchanged; low immediate valuation impact.

From a market perspective, Xenon’s near-term catalysts remain tied to its neurology pipeline rather than management reshuffling. Mortimer’s assumption of CFO duties avoids delays in financial reporting and fundraising activities, important as Xenon advances multiple Phase II studies. Investors typically discount temporary governance moves unless they signal deeper issues; there is no evidence of such here. As no guidance, cash burn update, or clinical timelines were amended, I view the event as neutral for valuation.

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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 30, 2025

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

Canada	001-36687	98-0661854
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200-3650 Gilmore Way Burnaby, British Columbia, Canada		V5G 4W8
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (604) 484-3300

Not Applicable

(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 (see General Instruction A.2. below):

☐	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 Shares, without par value		XENE		The Nasdaq Stock Market LLC (The Nasdaq Global 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

(c) On June 30, 2025, the Board of Directors of Xenon Pharmaceuticals Inc. (the "Company") appointed Ian Mortimer, the Company's President and Chief Executive Officer, to the role of interim Chief Financial Officer and designated him as the Company's principal financial officer and principal accounting officer, effective upon the resignation of Sherry Aulin as the Company's Chief Financial Officer on June 30, 2025. No change to Mr. Mortimer's compensation was made in connection with this appointment.

The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K regarding Mr. Mortimer was previously reported in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2025, and such information is incorporated by reference herein.

Exhibit Number	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
 

		XENON PHARMACEUTICALS INC.
Date: July 3, 2025		By:	/s/ Ian Mortimer
			Ian Mortimer
			Chief Executive Officer and Chief Financial Officer

FAQ

Why did Xenon Pharmaceuticalsʼ CFO resign?

The filing only states that Sherry Aulin resigned effective June 30, 2025; no reason was provided.

Who is taking over CFO duties at XENE?

Ian Mortimer, the current CEO and President, was appointed interim CFO and designated principal financial and accounting officer.

Will Ian Mortimer receive additional compensation for the interim CFO role?

No. The 8-K explicitly states that no change was made to his compensation.

Does the 8-K mention a search for a new permanent CFO?

No search process or timeline for appointing a permanent CFO was disclosed in the filing.

Does this leadership change affect Xenon Pharmaceuticalsʼ clinical or financial guidance?

The filing contains no revisions to clinical timelines, guidance, or financial projections.