UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

November 12, 2024

Date of Report (Date of earliest event reported)

Chimerix, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35867

33-0903395

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


2505 Meridian Parkway, Suite 100 Durham, NC						27713
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (919) 806-1074

N/A

(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 $0.001 per share	CMRX	The Nasdaq Global 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 November 12, 2024 (the “Effective Date”), the Compensation Committee of the Board of Directors of Chimerix, Inc. (the “Company”) amended and restated the Company’s Officer Severance Benefit Plan (the “A&R Severance Plan”) to, among other things, extend the term of the A&R Severance Plan until three years following the Effective Date, and to provide for automatic one-year renewals thereafter. The foregoing description of the A&R Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.						Description
10.1						Chimerix, Inc. Amended and Restated Officer and Severance Benefit Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


	Chimerix, Inc.

Dated: November 14, 2024
		By:	/s/ Michelle LaSpaluto
		Name:	Michelle LaSpaluto
		Title:	Chief Financial Officer

CHIMERIX INC 8-K