Zentalis Pharma 8-K: Listing, Officer Changes Reported

Ticker: ZNTL · Form: 8-K · Filed: Jan 25, 2024 · CIK: 1725160

Complexity: simple

Sentiment: bearish

Topics: delisting-risk, corporate-governance, officer-changes

TL;DR

**Zentalis 8-K flags potential delisting and officer changes, watch for volatility.**

AI Summary

Zentalis Pharmaceuticals, Inc. filed an 8-K on January 25, 2024, reporting events from January 19, 2024. The filing indicates potential issues with continued listing rules or standards, changes in directors or officers, and compensatory arrangements for officers. This matters to investors because it signals instability or significant corporate governance changes, which could impact the company's stock price and future operational direction.

Why It Matters

This filing suggests Zentalis Pharmaceuticals may be facing delisting concerns or significant leadership shifts, which could create uncertainty and negatively affect investor confidence.

Risk Assessment

Risk Level: high — The mention of 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' indicates a significant risk to the company's stock trading on its current exchange.

Analyst Insight

A smart investor would closely monitor Zentalis Pharmaceuticals, Inc. for further announcements regarding its listing status and leadership changes, as these issues could lead to significant stock price volatility or even delisting.

Key Players & Entities

FAQ

What specific items were reported in this 8-K filing by Zentalis Pharmaceuticals, Inc.?

The 8-K filing reported 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard', 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers', 'Regulation FD Disclosure', and 'Financial Statements and Exhibits'.

What is the earliest event date reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 19, 2024.

When was this 8-K filing submitted to the SEC?

This 8-K filing was submitted to the SEC on January 25, 2024.

What is Zentalis Pharmaceuticals, Inc.'s business address as stated in the filing?

Zentalis Pharmaceuticals, Inc.'s business address is 1359 Broadway, Suite 801, New York, New York 10018.

What is the Commission File Number for Zentalis Pharmaceuticals, Inc.?

The Commission File Number for Zentalis Pharmaceuticals, Inc. is 001-39263.

Filing Stats: 878 words · 4 min read · ~3 pages · Grade level 10.7 · Accepted 2024-01-25 07:03:19

Key Financial Figures

Filing Documents

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The disclosure under "Notification from Nasdaq" in Item 5.02 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 3.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Zentalis Appoints Diana Hausman, M.D., as Chief Medical Officer On January 25, 2024, Zentalis Pharmaceuticals, Inc. (the "Company" or "Zentalis") announced that Diana Hausman, M.D., a member of the Company's Board of Directors (the "Board"), had succeeded Carrie Brownstein, M.D. as Chief Medical Officer of the Company, effective January 19, 2024 (the "Transition Date"). On and effective as of the Transition Date, Dr. Brownstein stepped down for personal reasons. Dr. Brownstein will support the Company for a two-month transition period, during which she will advise the Company as a consultant. In connection with Dr. Brownstein's separation from the Company, she entered into a Release Agreement with the Company on the Transition Date wherein the parties agreed to provide Dr. Brownstein with certain severance benefits in exchange for a general release of claims, including a lump sum payment equal to 10 months' base salary plus her target bonus for 2023 plus her prorated target bonus for 2024, and 12 months of continued payment of COBRA premiums at the Company's expense. In connection with the Chief Medical Officer transition, on and effective as of the Transition Date, Dr. Hausman resigned from the Board, the Audit Committee of the Board ("Audit Committee"), and the Nominating and Corporate Governance Committee of the Board. Notification from Nasdaq On January 24, 2024, the Company received a notification from The Nasdaq Stock Market LLC ("Nasdaq") regarding its non-compliance with Nasdaq Listing Rule 5605(c)(2) ("Rule 5605

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 25, 2024, Zentalis issued the press release furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. The information contained in Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly provided by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued on January 25, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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. ZENTALIS PHARMACEUTICALS, INC. Date: January 25, 2024 By: /s/ Melissa Epperly Melissa Epperly Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing