Document


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): September 19, 2019
_______________________________________________________
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
_______________________________________________________
 
 
 
 
 
Ireland
 
001-35676
 
98-1111119
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
77 Sir John Rogerson's Quay, Block C
Grand Canal Docklands
Dublin 2, D02 T804, Ireland
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: 011-353-1-236-2500
___________________________________________
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.01 per share
PRTA
The Nasdaq Global Select Market






Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o

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. o





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2019, Wagner M. Zago, Ph.D., Chief Scientific Officer of Prothena Corporation plc (the “Company”), informed the Company that he has decided for personal reasons to resign from the Company effective on November 1, 2019.

Item 7.01    Regulation FD Disclosure.

On September 24, 2019, the Company issued an internal announcement reporting the decision by Wagner M. Zago, Ph.D., to resign as the Company's Chief Scientific Officer on November 1, 2019. A copy of that internal announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statement and Exhibits
(d)    Exhibits.
 
 
 
Exhibit No.
 
Description
99.1
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Date: September 24, 2019
 
 
 
PROTHENA CORPORATION PLC
 
 
 
 
 
 
 
 
By:
 
/s/ Michael J. Malecek
 
 
 
 
Name:
 
Michael J. Malecek
 
 
 
 
Title:
 
Chief Legal Officer and Company Secretary



Exhibit


Exhibit 99.1


Dear Colleagues,

I’m writing to let you know that Wagner has decided to leave Prothena for personal reasons. His last day will be November 1.

Many of us have worked alongside Wagner for more than a decade and have witnessed first-hand his passion for advancing new therapies for patients who suffer from neurodegenerative disorders. In this pursuit, he has had a long and successful career as a highly respected scientist both here at Prothena, at Elan and in the external scientific community.

While I fully respect Wagner’s decision, I am certainly sad that he will no longer be part of Prothena. I have had the good fortune to work with Wagner as a valued colleague, and also to count him as a close friend. I want to thank him for all that he has contributed to our company over the past seven years and wish him nothing but the best in the future.

I will take on the management of the research organization upon Wagner’s departure and look forward to working more closely with everyone on the discovery team in preparation for that transition.

Our discovery programs target some of the most devastating neurological disorders in existence and I want to acknowledge the team’s extraordinary focus on advancing this critical and promising part of our pipeline toward key milestones.

As always, please do not hesitate to let me know if you have any questions.

My best,

Gene