Form 8-K - Current report

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): December 12, 2024

MOONLAKE IMMUNOTHERAPEUTICS

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		001-39630		98-1711963
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Dorfstrasse 29

6300 Zug

Switzerland

(Address of Principal Executive Offices and Zip Code)

41 415108022

(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
Class A ordinary share, par value $0.0001 per share		MLTX		The Nasdaq Capital 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.

Director Departure

On December 12, 2024, Dr. Kara Lassen notified the board of directors (the “Board”) of MoonLake Immunotherapeutics (the “Company”) of her intent to resign as a member of the Board, effective as of December 31, 2024 (the “Effective Date”), due to the increased responsibilities of her new role at Roche Pharma Research & Early Development. As of the Effective Date, the size of the Board will be reduced from seven to six directors. Dr. Lassen’s decision to resign from the Board was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the Board extend their deepest gratitude to Dr. Lassen for her contributions to the Company.

Approval of Long-Term Incentive Program

The Board also approved a long-term incentive program consisting of an annual equity grant to certain employees in the form of either restricted stock awards or stock options, depending on the employee’s election. As part of that program, in January 2025, Dr. Jorge Santos da Silva, the Chief Executive Officer, Dr. Kristian Reich, the Chief Scientific Officer, and Matthias Bodenstedt, the Chief Financial Officer, are each expected to receive an equity grant with a grant date fair value of $4 million, to vest over four years.

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.

	MOONLAKE IMMUNOTHERAPEUTICS

Date: December 18, 2024	By:	/s/ Matthias Bodenstedt
	Name:	Matthias Bodenstedt
	Title:	Chief Financial Officer

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	001-39630
Entity Registrant Name	MOONLAKE IMMUNOTHERAPEUTICS
Entity Central Index Key	0001821586
Entity Tax Identification Number	98-1711963
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Dorfstrasse 29
Entity Address, City or Town	Zug
Entity Address, Country	CH
Entity Address, Postal Zip Code	6300
City Area Code	41
Local Phone Number	415108022
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	MLTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false