Repare Therapeutics Inc. (“Repare” or the “Company”) (Nasdaq: RPTX), a leading clinical-stage precision oncology company enabled by its proprietary synthetic lethality approach to the discovery and development of novel therapeutics, today announced that each of its President and Chief Executive Officer, Lloyd M. Segal, Executive Vice President and Chief Financial Officer, Steve Forte, Executive Vice President and Chief Medical Officer, Maria Koehler, Executive Vice President and Chief Scientific Officer, Michael Zinda, Executive Vice President and Chief Business Officer, Kim Seth, Executive Vice President, Head of Discovery, Cameron Black, and Executive Vice President Commercial and New Product Development, Philip Herman (collectively, the “Executives”), have established new Automatic Securities Disposition Plans (“ASDPs”), or in the case of Maria Koehler modified her existing ASDP, in accordance with applicable United States and Canadian securities legislation, including U.S. Securities and Exchange Commission (“SEC”) Rule 10b5-1 and the recommended practices set forth in the Canadian Securities Administrators’ Staff Notice 55-317 (“Staff Notice 55-317”) and the Company’s internal policies.
While Repare is listed on the Nasdaq Global Select Market, it is also considered a reporting issuer under the Securities Act (Québec) and is therefore announcing the establishment of the ASDPs in furtherance of the guidance provided by the Canadian Securities Administrators in Staff Notice 55-317.
Under U.S. and Canadian securities laws and the Company’s trading policies, insiders of Repare are subject to limits on their ability to sell shares in the Company. The ASDPs address this issue by permitting trades to be made in accordance with pre-arranged instructions given when Executives are not in possession of any material non-public information. In addition, each of the Executives has confirmed that, at the time of the establishment or modification of the ASDPs, as applicable, he or she was not in possession of any material non-public information regarding Repare and its securities.
Up to 422,512 common shares of Repare may be sold under the ASDPs implemented by the Executives in the aggregate. The ASDPs are designed to allow for an orderly disposition of each of the Executives’ shares in Repare at prevailing market prices over the course of the approximately 15 months that the ASDPs are expected to be in place. Sales of the common shares under the ASDPs will only commence after the later of: a) 90 days following the adoption or modification of the ASDPs; or b) two full trading days following the date that the Company has publicly filed its annual financial statements for the fiscal year ending December 31, 2022, in accordance with the recommended practices set forth in Staff Notice 55-317 as well as the SEC’s recently announced amendments to Rule 10b5-1.
Each Executive has provided for clear trading parameters and other instructions in writing to the independent dealers administering the ASDPs, specifying the number of securities to be sold and setting out minimum trade prices, which mainly exceed the current trading price of the Company’s common shares, and the dates or frequencies of sales. The ASDPs prohibit the dealer administering the ASDPs from consulting with the Executives regarding any sales under the ASDPs and prohibit the Executive from disclosing to the dealer any information concerning the Company that might influence the execution of the ASDPs.
The ASDPs contain meaningful restrictions on the ability of the Executives to amend, suspend or terminate the ASDPs that have the effect of ensuring that the Executives cannot benefit from material non-public information. In addition, our Executives may only have one ASDP in place at any given time.
About Repare Therapeutics Inc.
Repare Therapeutics is a leading clinical-stage precision oncology company enabled by its proprietary synthetic lethality approach to the discovery and development of novel therapeutics. The Company utilizes its genome-wide, CRISPR-enabled SNIPRx® platform to systematically discover and develop highly targeted cancer therapies focused on genomic instability, including DNA damage repair. The Company’s pipeline includes RP-6306, a PKMYT1 inhibitor currently in Phase 1 clinical development; camonsertib (also known as RP-3500), a potential leading ATR inhibitor currently in Phase 1/2 clinical development partnered with Roche; RP-2119, a Polθ inhibitor program in ongoing IND-enabling studies; as well as several additional, undisclosed preclinical programs. For more information, please visit reparerx.com.
SNIPRx® is a registered trademark of Repare Therapeutics Inc.
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