UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2021

FORMA THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Forma Therapeutics Holdings, Inc.

500 Arsenal Street, Suite 100

Watertown, Massachusetts 02472

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (617) 679-1970

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On January 5, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Selwyn M. Vickers, M.D., to join the Board, effective as of January 5, 2021. Dr. Vickers will serve as a Class I director until his term expires at the 2021 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board determined that Dr. Vickers is independent under the listing standards of Nasdaq. Dr. Vickers was also appointed to serve on the Audit Committee of the Board. The Board has determined that Dr. Vickers meets the requirements for independence of audit committee members under the applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended. Effective as of January 5, 2021, the Audit Committee of the Board is composed of Dr. Vickers, Peter Wirth, J.D., Marsha Fanucci and Wayne A.I. Frederick, M.D. The composition of the Compensation Committee and the Nominating and Corporate Governance Committee remains unchanged.

As a non-employee director, Dr. Vickers will receive cash compensation and an equity award for his Board service in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy. Dr. Vickers is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Vickers and any other persons pursuant to which he was selected as a director. In addition, Dr. Vickers has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

SIGNATURE

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.