PROTAGONIST THERAPEUTICS, INC. (NASDAQ:PTGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

PROTAGONIST THERAPEUTICS, INC. (NASDAQ:PTGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

Effective June 7, 2017, the Board of Directors (the “Board”) of Protagonist Therapeutics, Inc. (the “Company”) appointed Lewis T. “Rusty” Williams, M.D., Ph.D., to serve as a Class II director of the Company until the Company’s 2018 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board has affirmatively determined that Dr. Williams is an independent director to Nasdaq’s governance listing standards and those rules and regulations issued to the Securities Exchange Act of 1934, as amended.

Since January 2002, Dr. Williams has served as a member of the board of directors of Five Prime Therapeutics, Inc. (“Five Prime”) and since August 2011, Dr. Williams has served as President and Chief Executive Officer of Five Prime. Prior to joining Five Prime, Dr. Williams spent seven years at Chiron Corporation, or Chiron, a biopharmaceutical company, now Novartis Vaccines and Diagnostics, Inc., most recently as its Chief Scientific Officer. He also served on Chiron’s board of directors from 1999 to 2001. Prior to joining Chiron, Dr. Williams was a professor of medicine at the University of California, San Francisco and served as director of the University’s Cardiovascular Research Institution and Daiichi Research Center. Dr. Williams also has served on the faculties of Harvard Medical School and Massachusetts General Hospital and co-founded COR Therapeutics, Inc., a biotechnology company focused on cardiovascular disease. He is a member of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Williams was previously a member of the board of directors of COR Therapeutics, Inc. and Beckman Coulter, Inc., each of which was a public company during his service as a director. Dr. Williams received a B.S. from Rice University and an M.D. and a Ph.D. from Duke University.

There were no arrangements or understandings between Dr. Williams and any other persons to which he was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K or 5.02(d) of Form 8-K) between Dr. Williams and the Company required to be disclosed herein.

to the Company’s Non-Employee Director Compensation Policy (the “Policy”), Dr. Williams will receive annual cash compensation in the amount of $40,000 for his service on the Board. All amounts will be paid in quarterly installments in which service occurred, prorated for months of partial service. In connection with his election to the Board and to the Policy, on June 15, 2017, Dr. Williams will be granted an option to purchase 24,000 shares of common stock of the Company (the “Option”), at the closing price per share of the Company’s common stock on the option grant date. The Option will vest in 36 equal monthly installments, subject to Dr. Williams’s continuous service as a member of the Board. to the Policy, Dr. Williams will also be eligible to receive annual option grants to purchase an additional 12,000 shares of common stock of the Company on the date of each annual meeting of stockholders of the Company, which options will vest at the earlier of (i) one year or (ii) the next annual meeting of stockholders.

As of the time of the filing of this Current Report on Form 8-K, the Board has not determined to which committees, if any, Dr. Williams will be appointed. If Dr. Williams is appointed to serve on a committee of the Board, he will be entitled to additional cash compensation in connection with such additional service.

The Company will enter into an indemnification agreement with Dr. Williams for his service as a director of the Company, consistent with the form of the Company’s indemnity agreement entered into with its other directors. In connection with Dr. Williams’s appointment, the Board increased the number of authorized directors from six to seven.

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About PROTAGONIST THERAPEUTICS, INC. (NASDAQ:PTGX)

Protagonist Therapeutics, Inc. is a clinical-stage biopharmaceutical company with a peptide technology platform focused on discovering and developing new chemical entities (NECs) to address significant unmet medical needs. The Company’s product pipeline includes PTG-100, PTG-200 and PTG-300. Its primary focus is on developing oral peptide drugs that target biological pathways also targeted by marketed injectable antibody drugs. PTG-100 is an oral, alpha-4-beta-7 (a4b7) integrin-specific antagonist peptide product candidate, which has completed a Phase I clinical trial in normal healthy volunteers (NHVs). PTG-100 is being developed for treatment of moderate-to-severe ulcerative colitis (UC). PTG-200 is an oral Interleukin-23 receptor (IL-23R) antagonist being developed for moderate-to-severe Crohn’s disease (CD). PTG-200 is in investigational new drug (IND) enabling studies. PTG-300 is an injectable hepcidin mimetic for treatment of iron overload related rare diseases.

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