Repare Therapeutics Inc. 8-K

What Happened

• Repare Therapeutics (RPTX) announced on Dec 19, 2025 (Item 5.02) that Chief Scientific Officer Michael Zinda notified the board of his resignation effective Dec 31, 2025. On Dec 18, 2025 the company and Dr. Zinda executed a Separation Agreement providing consulting services (up to 3 months after the effective date) at $800/hour and specified separation payments and benefits.
• Separation benefits include cash payments, health premium continuation, accelerated time‑based equity vesting as if he remained employed for an additional 9 months, and an extended post‑termination exercise window (up to 9 months for vested options). If the company’s planned acquisition by XenoTherapeutics/Xeno Acquisition Corp. (a Change in Control) closes on or after the effective date — or another Change in Control occurs within 3 months — enhanced CIC Separation Benefits apply in lieu of the standard Separation Benefits.

Key Details

• Effective date of resignation: December 31, 2025; Separation Agreement dated December 18, 2025.
• Consulting: up to 3 months post‑termination at $800 per hour.
• Standard Separation cash/benefit amounts: $364,800 lump sum (9 months base), $150,000 retention payment, $194,560 target 2025 bonus, COBRA premium continuation (up to 12 months conditions), accelerated vesting equal to 9 months of time‑based vesting, and up to 9 months post‑termination option exercise extension.
• CIC Separation Benefits (if a Change in Control occurs on/after the effective date or within 3 months): $680,960 lump sum (12 months base + higher of 2025 target bonus or 2024 bonus), plus the retention/bonus if unpaid, COBRA continuation, accelerated vesting effective as of the later of the effective date or immediately prior to the Closing, and up to 9 months post‑termination option exercise extension.

Why It Matters

• For investors, this is a material executive change (loss of the CSO) with defined cash costs and equity acceleration terms the company must honor. The separation involves near‑term cash payments (~$364.8k plus $150k and $194.56k retention/bonus components unless CIC terms apply) and potential accelerated equity vesting that could affect compensation expense and equity dilution.
• The separation agreement is tied to the pending acquisition by Xeno; if the Change in Control occurs, larger CIC payments and immediate equity acceleration apply. The company has filed a proxy for a shareholder meeting on Jan 16, 2026 regarding the Xeno transaction — investors should review the proxy and related SEC filings for further details.