SEC Form 8-K filed by Artiva Biotherapeutics Inc.

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 21, 2024

Artiva Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (858) 267-4467

N/A

(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:

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 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 21, 2024, the Board of Directors (the “Board”) of Artiva Biotherapeutics, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Alison Moore, Ph.D. as (i) a Class III director of the Company, with a term of office expiring at the 2027 annual meeting of stockholders and (ii) a member of the Technical Operations Committee of the Board (the “Technical Operations Committee”). There are no arrangements or understandings between Dr. Moore and any other person pursuant to which she was selected as a director. In addition, there are no transactions in which Dr. Moore has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Dr. Moore currently serves as Chief Technical Officer of Codexis Inc, an enzyme engineering company, since October 2024. Previously, Dr. Moore served as Chief Technical Officer and Executive Vice President of Operations at Allogene Therapeutics, Inc., a biotechnology company, from June 2018 to May 2023. From 1996 to 2018, Dr. Moore served various roles at Amgen, a pharmaceutical company. These roles included, mostly recently, Senior Vice President of Process Development from August 2014 to May 2018. Dr. Moore also has experience at Genentech, Inc. as a Director in Chemistry, Manufacturing and Controls, Regulatory Affairs from 2005 to 2006. Dr. Moore currently serves on the board of directors at Codexis, Inc., and is an advisor at National Resilience, Inc., a biotechnology company. Dr. Moore received her Ph.D. in Cell Biology from Manchester University, England and her bachelor’s degree in Pharmacology from Manchester University, England.

Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”), Dr. Moore (i) will receive an annual cash retainer of $40,000 for service on the Board and (ii) was granted on the date of her appointment an option to purchase 27,500 shares of the Company’s common stock, of which one-third of the shares vested following the grant date, with the remaining shares vesting monthly over an additional two years following the grant date, subject to Dr. Moore’s continuous service (as defined in the Company’s 2024 Equity Incentive Plan (the “Plan”)) through each such vesting date. The Compensation Policy also provides for further automatic annual option grants to purchase 13,750 shares of the Company’s common stock on the date of each annual meeting of stockholders, which vest in full on either the one-year anniversary of the date of grant or the next annual stockholder meeting, subject to Dr. Moore’s continuous service through such vesting date. Each of the option grants described above will vest in full upon a change in control (as defined in the Plan). Additionally, Dr. Moore will receive an annual cash retainer of $15,000 for service as a member of the Technical Operations Committee. The above referenced compensation is subject to the annual compensation limits for non-employee directors set forth in the Compensation Policy. Dr. Moore has also entered into the Company’s standard form of Indemnification Agreement.

(d) Exhibits.

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.