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): January 06, 2026 |
REPLIGEN CORP
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
|
Delaware |
000-14656 |
04-2729386 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
41 Seyon Street |
|
Waltham, Massachusetts |
|
02453 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
Registrant’s Telephone Number, Including Area Code: (781) 250-0111 |
(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
|
Common Stock, par value $0.01 per share |
|
RGEN |
|
Nasdaq Global Select 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.
On January 6, 2026, Repligen Corporation (the “Company”) announced that the Board of Directors (the “Board”) has elected Dr. Martin D. Madaus as Chair of the Board, effective March 13, 2026 (the “Effective Date”). Dr. Madaus will succeed Tony J. Hunt, who is currently serving as the Executive Chair of the Board, following his previously announced March 2026 retirement, which shall be on the Effective Date, at which time Mr. Hunt will retire as a member of the Board. The Board has previously determined Dr. Madaus is an independent member of the Board under the rules and regulations of the Securities and Exchange Commission and the Nasdaq Stock Market.
Item 7.01 Regulation FD Disclosure.
On January 6, 2026, the Company issued a press release announcing the appointment and retirement described above, a copy of which is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and 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, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
|
|
|
|
|
|
|
REPLIGEN CORPORATION |
|
|
|
|
Date: |
January 6, 2026 |
By: |
/s/ Olivier Loeillot |
|
|
|
Olivier Loeillot
President and Chief Executive Officer |