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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): January 17, 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.)

 

 

 

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

On January 17, 2025, Christopher Von Seggern ceased to be the Chief Commercial Officer of Xenon Pharmaceuticals Inc. (the “Company”) and departed the Company as of such date. In connection with Dr. Von Seggern’s departure, he has entered into a Separation Agreement with the Company (the “Separation Agreement”) pursuant to which he will receive the severance payments and benefits required under Section P of his offer letter with the Company, dated July 14, 2020, as well as payment of his 2024 annual bonus, based on the Company’s Board of Directors’ (the “Board”) or Compensation Committee of the Board’s determination of the corporate performance multiplier for 2024.

The Company has also entered into a Consulting Agreement with Dr. Von Seggern (the “Consulting Agreement”) pursuant to which he will provide certain services to the Company through May 1, 2025. As consideration for such services, Dr. Von Seggern will receive cash compensation at an hourly rate generally consistent with his prior compensation level, and his equity awards outstanding as of January 17, 2025 will continue to vest until May 1, 2025, or such earlier date as the Consulting Agreement terminates, and the period during which Dr. Von Seggern shall be permitted to exercise his vested equity awards will continue until August 1, 2025.

The foregoing descriptions of the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and Consulting Agreement, which will be filed as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

 

 

 

 

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: January 17, 2025

By:

/s/ Sherry Aulin

Sherry Aulin

Chief Financial Officer

 

 

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Document and Entity Information
Jan. 17, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 17, 2025
Entity Registrant Name XENON PHARMACEUTICALS INC.
Entity Central Index Key 0001582313
Entity Emerging Growth Company false
Entity File Number 001-36687
Entity Incorporation, State or Country Code Z4
Entity Tax Identification Number 98-0661854
Entity Address, Address Line One 3650 Gilmore Way
Entity Address, City or Town Burnaby
Entity Address, State or Province BC
Entity Address, Country CA
Entity Address, Postal Zip Code V5G 4W8
City Area Code 604
Local Phone Number 484-3300
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, without par value
Trading Symbol XENE
Security Exchange Name NASDAQ
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