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

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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.

On December12, 2017, Julie Papanek Grant resigned from her position as a member of the Board of Directors (the “Board”) of Protagonist Therapeutics,Inc. (the “Company”) and as a member of the Audit Committee and the Compensation Committee of the Board. Ms.Papanek’s resignation was not due to any disagreement with the Company. Lewis T. “Rusty” Williams, M.D., Ph.D. was appointed to the Compensation Committee of the Board to fill the vacancy created by Ms.Grant’s resignation.

On December12, 2017, the Board also appointed Sarah Noonberg, as a director of the Company to fill the vacancy created by Ms.Papanek’s resignation, effectively immediately. Dr.Noonberg was designated as a ClassI director and will serve for the remainder of the ClassI term, which expires at the Company’s 2020 annual meeting of stockholders. The Board also appointed her to serve as a member of the Audit Committee of the Board of Directors. The Board has affirmatively determined that Dr.Noonberg is an independent director to Nasdaq’s governance listing standards and those rulesand regulations issued to the Securities Exchange Act of 1934, as amended. There were no arrangements or understandings between Dr.Noonberg and any other persons to which she 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 Form8-K) between Dr.Noonberg and the Company required to be disclosed herein.

Dr.Noonberg will be entitled to compensation under the Company’s standard compensation arrangements for non-employee directors, which is as follows for a member of the Board and Audit Committee:

· an initial stock option grant for 24,000 shares of the Company’s common stock will be granted on December15, 2017, with an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, which will vest in equal monthly installments over three years, subject to Dr.Noonberg’s continuous service with the Company, and which vesting will accelerate in full upon a change in control of the Company; and

· on the date of each of the Company’s annual meeting of stockholders an annual stock option grant for 12,000 shares of the Company’s common stock, with an exercise price per share equal to the fair market value of a share on the date of grant, which will vest at the earlier of one year or the date of the Company’s next annual meeting of stockholders, subject to Dr.Noonberg’s continuous service with the Company, and which vesting will accelerate in full upon a change in control of the Company.

Dr.Noonberg will also enter into the Company’s standard form of indemnification agreement between the Company and its directors and executive officers.


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.