SEC EDGAR · 8-K
8-K – 2026-01-30 – tm264540d1_8k.htm
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- patents owned by Roche and jointly owned between the parties. In consideration of the foregoing, the royalty payable to Roche based on | net sales of Rezdiffra will not be reduced until the expiration of certain patent term extensions that have been, or could have been, | filed. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
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false 0001157601 0001157601 2026-01-29 2026-01-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 29, 2026 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Four Tower Bridge 200 Barr Harbor Drive , Suite 200 West Conshohocken , Pennsylvania 19428 (Address of principal executive offices) (Zip Code) ( 267 ) 824-2827 Registrant’s telephone number, including area code (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, $0.0001 Par Value Per Share MDGL The NASDAQ Stock Market LLC 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 1.01 Entry into a Material Definitive Agreement. On January 29, 2026 (the “Effective Date”), Madrigal Pharmaceuticals, Inc. (the “Company”), F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together, “Roche”) entered into the First Amendment (the “Amendment”) to the Research, Development, and Commercialization Agreement dated as of December 18, 2008 between the Company and Roche. Pursuant to the terms of the Amendment, effective as of the Effective Date, the Company will have the full and exclusive right and discretion to control all patent term adjustments and patent term extensions applicable to Rezdiffra, including patents owned by Roche and jointly owned between the parties. In consideration of the foregoing, the royalty payable to Roche based on net sales of Rezdiffra will not be reduced until the expiration of certain patent term extensions that have been, or could have been, filed. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1* First Amendment to the Research, Development, and Commercialization Agreement, dated as of January 29, 2026, by and between the Company and Roche. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K 2 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. MADRIGAL PHARMACEUTICALS, INC. By: /s/ Mardi Dier Name: Mardi Dier Title: Executive Vice President and Chief Financial Officer Date: January 30, 2026 3