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

December 28, 2023

Date of Report (Date of earliest event reported)

Chimerix, Inc.

(Exact name of registrant as specified in its charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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:

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. ¨

(b)           On December 28, 2023, Catherine L. Gilliss, PhD, RN, FAAN notified Chimerix, Inc. (the “Company”) of her resignation as a member of the Board of Directors (the “Board”) and as a member of all committees of the Board on which she serves, effective immediately. Dr. Gilliss’s decision to resign was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

(d)           On December 28, 2023, the Board appointed Lisa L. Decker, PhD, to serve as a Class III director of the Company, effective immediately.

In accordance with the Company’s non-employee director compensation policy, as amended, upon her appointment as a director, Dr. Decker was granted a nonqualified stock option to purchase 100,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of grant. One-third of the shares subject to the stock option will vest and become exercisable on the one-year anniversary of the date of grant and the balance of the shares will vest in a series of 24 equal monthly installments thereafter, such that the option is fully vested on the third anniversary of the date of grant, subject to Dr. Decker’s continuous service through each such vesting date and will vest in full upon a change in control. Additionally, Dr. Decker will be entitled to receive a $40,000 annual retainer for her service as a director. At each annual stockholder meeting following which Dr. Decker’s term as a director continues, she will be entitled to receive a nonqualified stock option to purchase 60,000 shares of the Company’s common stock, which will vest and become exercisable over a one-year period following the date of grant, subject to Dr. Decker’s continuous service through each such vesting date and will vest in full upon a change in control. Dr. Decker will also enter into the Company’s standard form of indemnification agreement for executive officers and directors. The Company is not aware of any transaction involving Dr. Decker requiring disclosure under Item 404(a) of Regulation S-K.

Additional information about Dr. Decker can be found in the press release issued by the Company, a copy of which is attached hereto as Exhibit 99.1.

(d)       Exhibits

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.