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): February 6, 2015
diaDexus, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-26483 | 94-3236309 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
349 Oyster Point Boulevard, South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 246-6400
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2015, the Compensation Committee of the Board of Directors of diaDexus, Inc. (the “Company”) awarded a bonus to Lori Rafield, Ph.D., the Company’s Interim Chief Executive Officer, consisting of $100,000 in cash and 218,182 restricted stock units (“RSUs”) under the Company’s 2012 Equity Incentive Award Plan, as amended. The bonus was based upon her performance as the Interim Executive Chair in 2014 and her agreement to assume the role as Interim Chief Executive Officer in transitioning the Company to a new management team focused on execution of the business strategy to become a multi-product company. The RSUs were fully vested upon grant, and no gross up payment is included as part of the compensation.
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.
| diaDexus, Inc. | ||||
| Date: February 11, 2015 | By: | /s/ Lori Rafield | ||
| Lori Rafield, Ph.D., Interim Chief Executive Officer | ||||