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    SEC Form 8-K filed by Third Harmonic Bio Inc.

    4/22/25 4:45:56 PM ET
    $THRD
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $THRD alert in real time by email
    8-K
    false 0001923840 0001923840 2025-04-21 2025-04-21
     
     

    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): April 21, 2025

     

     

    THIRD HARMONIC BIO, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-41498   83-4553503
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    1700 Montgomery Street, Suite 210
    San Francisco, California
      94111
    (Address of principal executive offices)   (Zip Code)

    (209) 727-2457

    (Registrant’s telephone number, including area code)

    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:

     

    ☐

    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, par value $0.0001 per share   THRD   The Nasdaq Stock Market LLC

    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.

    On April 21, 2025, Third Harmonic Bio, Inc. (the “Company”) and Christopher Dinsmore, Chief Scientific Officer of the Company, entered into a separation agreement with the Company (the “Separation Agreement”), pursuant to which Dr. Dinsmore would step down as Chief Scientific Officer effective April 21, 2025 (the “Separation Date”). Further pursuant to the Separation Agreement, Dr. Dinsmore will receive the severance benefits to which he is entitled pursuant to the Change in Control and Severance Agreement between the Company and Dr. Dinsmore, including (i) a lump-sum payment equal to nine (9) months of his annual salary; and (ii) to the extent he timely elects to receive continued coverage under the Company’s group healthcare plans, the Company will pay the full cost of such continued coverage for a period ending on the earlier of (nine) 9 months following the Separation Date and (y) the date that he becomes eligible for coverage under another employer’s plans. All payments and benefits provided under the Separation Agreement are contingent upon the effectiveness of, and Dr. Dinsmore’s continued compliance with, the Separation Agreement. The Separation Agreement also contains a release of claims, as well as standard non-disparagement and confidentiality provisions.

    The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the three months ending June 30, 2025.

     


    SIGNATURE

    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.

     

        THIRD HARMONIC BIO, INC.
    Date: April 22, 2025     By:  

    /s/ Chris Murphy

          Chris Murphy
          Chief Financial and Business Officer
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