Amendment: Ionis Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

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 28, 2025

 

IONIS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

2855 Gazelle Court

Carlsbad, CA 92010

(Address of Principal Executive Offices and Zip Code)

 

 

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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:

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

 

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.          ☐

 

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Explanatory Note

 

This Amendment to the Current Report on Form 8-K filed on June 12, 2025 amends such 8-K to add a new Item 1.01 and attach Richard Geary’s Advisory Services Agreement as an exhibit.

 

 

On October 28, 2025, Ionis Pharmaceuticals, Inc. (the “Company”) and Richard Geary entered into an Advisory Services Agreement (the “Agreement”) pursuant to which Dr. Geary will provide advisory services to the Company following his retirement from the Company in January 2026.

 

The term of the Agreement will begin on January 16, 2026, and will continue through February 13, 2027 (the “Advisory Period”), but may be terminated earlier by either party with at least 15 days’ advance written notice

 

Under the Agreement, Dr. Geary will receive a total fee of $300,000. If Dr. Geary performs more than 16 hours of advisory services in any calendar week during the Advisory Period, the Company will pay Dr. Geary at the rate of $400 per hour for such additional hours above 16, up to a maximum of six additional hours in any week during the Advisory Period. In no event will the total amount paid by Company to Dr. Geary under the Agreement exceed $450,000 without the Company’s prior written authorization

 

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

 

(d) Exhibits.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

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