Latigo Biotherapeutics, Inc. filed a Form 8-K on November 5, 2026, disclosing the appointment of Todd Smith as President and Chief Executive Officer effective November 3, 2026, the departure of Nima Farzan from those roles and from the Board, related compensation arrangements, and the company's financial results for the quarter ended September 30, 2026.

Key Highlights

  • New CEO appointed: Todd Smith became President and Chief Executive Officer effective November 3, 2026, replacing Nima Farzan in both roles.
  • Smith's base salary: The Board approved an annualized base salary of $775,000 for Smith, plus an annual target performance cash incentive of 70% of his base salary.
  • Option award: Smith received an option to purchase shares of common stock with a grant date fair market value of $20,000,000, vesting 1/4th on the one-year anniversary of the effective date with the balance in 36 successive equal monthly installments thereafter.
  • Farzan transition terms: Farzan will remain an employee through January 1, 2027, then serve as a consultant through December 31, 2027, continuing to vest in outstanding equity awards as sole consulting consideration; he will also receive his 2026 annual bonus at 100% of his target.
  • Board size reduced: Following Farzan's resignation, the Board decreased from seven to six directors; Beth Seidenberg, M.D., was appointed to the Audit Committee and Sara Bonstein to the Compensation Committee.
  • Retention grants: Neha Krishnamohan received options to acquire 175,000 shares and Neil Singla received options to acquire 350,000 shares of common stock in connection with the management transition.
  • Quarterly results announced: The company issued a press release on November 5, 2026, announcing financial results for the quarter ended September 30, 2026, attached as Exhibit 99.1.

Leadership Transition and Compensation Details at Latigo Biotherapeutics

According to the filing, the Board of Directors of Latigo Biotherapeutics, Inc. (NASDAQ:LTGO) approved Todd Smith's appointment as President and Chief Executive Officer on November 3, 2026. At that point, Nima Farzan ceased serving in those capacities and resigned from the Board. The filing states that Farzan's resignation "was not the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices."

The compensatory arrangements approved for Smith by the Board, acting on the Compensation Committee's recommendation, include an annualized base salary of $775,000, an annual target cash incentive of 70% of base salary, and a stock option award with a grant date fair market value of $20,000,000. The filing describes the vesting schedule as follows: one-quarter of the option shares vest on the one-year anniversary of the November 3, 2026 effective date, with the remaining shares vesting in 36 successive equal monthly installments beginning from that anniversary, subject to Smith's Continuous Service as defined in the company's 2026 Equity Incentive Plan.

Under the transition and separation agreement with Farzan, the filing discloses that he will continue as an employee through January 1, 2027, receiving his current compensation during that period. He will then provide consulting services through December 31, 2027, with continued vesting in outstanding equity awards as the sole consideration for those services. Farzan will also be eligible for severance benefits under the company's Severance Plan and will receive his 2026 annual bonus at 100% of target. Separately, the filing reports that options covering 175,000 shares were granted to Krishnamohan and options covering 350,000 shares were granted to Singla, each vesting in installments tied to specified dates and to continuous service requirements.

What Was Disclosed

The Form 8-K disclosed the CEO transition from Nima Farzan to Todd Smith effective November 3, 2026, Smith's compensation package, Farzan's transition and separation terms, Board committee changes, retention option grants to two employees, and the release of third-quarter 2026 financial results.