UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): May 7, 2020

Date of report (Date of earliest event reported): April 9, 2020

Momenta Pharmaceuticals, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware		000-50797		04-3561634
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

301 Binney Street, Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

(617) 491-9700

(Registrant’s telephone number, including area code)

Not applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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):

¨ 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, $0.0001 par value per share	MNTA	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 ¨

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~~Securities ~~5.02~~registered ~~Departure~~pursuant ofto ~~Directors or Certain Officers; Election~~ Section 12(b) of the ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Act:

On April 9, 2020, Corey N. Fishman notified Momenta Pharmaceuticals, Inc. (the “Company”) of his decision not to stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s annual meeting of stockholders. Mr. Fishman has served as a director since 2016 and currently serves as a member of the Audit Committee and Nominating and Corporate Governance Committee. Mr. Fishman’s decision not to seek re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices and was due in part to Glass Lewis’ and certain stockholders’ guidelines regarding overboarding, as he has joined an additional public company board.

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.0001 par value per share

MNTA

The Nasdaq Global Select Market

Item 2.02. Results of Operations and Financial Condition.

~~SIGNATURE~~On May 7, 2020, Momenta Pharmaceuticals, Inc., a Delaware corporation (“the Company”), announced its financial results for the quarter ended March 31, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

~~Pursuant~~The toinformation ~~the~~in ~~requirements~~this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities ~~Exchange~~ Exchange Act of 1934, ~~the~~as ~~registrant~~amended ~~has~~(the ~~duly~~“Exchange ~~caused~~Act”), ~~this~~or ~~report~~otherwise subject to the liabilities of that section, nor shall it be ~~signed~~deemed onto ~~its~~be ~~behalf~~incorporated by reference into any filing of the ~~undersigned~~Company ~~hereunto~~under ~~duly~~the ~~authorized~~Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

	MOMENTA PHARMACEUTICALS, INC.
Date: April 10, 2020	By:	/s/ Craig A. Wheeler
		Craig A. Wheeler President and Chief Executive Officer

Item 9.01.

Financial Statements and Exhibits

3(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

	99.1	Press Release issued by Momenta Pharmaceuticals, Inc. on May 7, 2020

	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

	MOMENTA PHARMACEUTICALS, INC.

Date: May 7, 2020	By:	/s/Young Kwon
		Young Kwon Chief Financial and Business Officer

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