Attached files
file | filename |
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EX-10.3 - EX-10.3 - CATALYST BIOSCIENCES, INC. | d612321dex103.htm |
EX-10.2 - EX-10.2 - CATALYST BIOSCIENCES, INC. | d612321dex102.htm |
EX-10.1 - EX-10.1 - CATALYST BIOSCIENCES, INC. | d612321dex101.htm |
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): August 31, 2018 (August 28, 2018)
CATALYST BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51173 | 56-2020050 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
260 Littlefield Ave. South San Francisco, California |
94080 | |||
(Address of principal executive offices) | (Zip Code) |
(650) 266-8674
Registrants telephone number, including area code
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)) |
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.
Executive Officer Employment Agreements
Between August 28, 2018 and August 30, 2018, following approval by the Compensation Committee of the Board of Directors, Catalyst Biosciences, Inc., a Delaware corporation (the Company), entered into amended and restated employment agreements (each, an Amended and Restated Employment Agreement and, collectively, the Amended and Restated Employment Agreements) with Dr. Nassim Usman, Ph.D., the Companys President and Chief Executive Officer, Dr. Howard Levy, M.B.B.Ch., Ph.D., M.M.M., the Companys Chief Medical Officer, and Mr. Fletcher Payne, the Companys Chief Financial Officer.
Copies of the Amended and Restated Employment Agreements are attached hereto as Exhibits 10.1, 10.2, and 10.3, and are incorporated herein by reference. The following description of the amendments made to the original employment agreements by way of the Amended and Restated Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Employment Agreements.
Amended and Restated Employment Agreement with Dr. Usman
Dr. Usmans Amended and Restated Employment Agreement provides that if the Company terminates Dr. Usmans employment without cause or as a result of constructive termination (each as defined therein), in each case outside of the Change in Control Protection Period (as defined below), Dr. Usman would be eligible to receive, subject to certain conditions described in Dr. Usmans Amended and Restated Employment Agreement, the following:
| continued base salary for twelve (12) months after the termination (the Usman Severance Period); |
| accelerated vesting of options that would otherwise have vested during the Usman Severance Period; and |
| payment by the Company of the same portion of his monthly premium under COBRA as it pays for active employees until the close of the Usman Severance Period. |
In addition, Dr. Usmans Amended and Restated Employment Agreement provides that if Dr. Usmans employment is terminated without cause or as a result of constructive termination, in each case during the six (6) month period prior to or the eighteen (18) month period following a change in control (as defined in the Companys 2018 Omnibus Incentive Plan, as amended from time to time, the Change in Control Protection Period), Dr. Usman would be eligible to receive, subject to certain conditions described in Dr. Usmans Amended and Restated Employment Agreement, the following:
| severance payments, equal to the sum of (a) 150% of his annual base salary and (b) 150% of his maximum annual performance-based bonus, paid in equal installments for eighteen (18) months after the termination (the Usman Post-COC Severance Period); |
| accelerated vesting of 100% percent of any unvested options; and |
| payment by the Company of the same portion of his monthly premium under COBRA as it pays for active employees until the close of the Usman Severance Period. |
Amended and Restated Employment Agreements with Dr. Levy and Mr. Payne
The Amended and Restated Employment Agreements with Dr. Levy and Mr. Payne provide that if the Company terminates the officers employment without cause or as a result of constructive termination (each as defined in the applicable Amended and Restated Employment Agreement), in each case outside of the Change in Control Protection Period, the officer would be eligible to receive, subject to certain conditions described in the applicable Amended and Restated Employment Agreement, the following:
| continued base salary for nine (9) months after the termination (the Levy-Payne Severance Period); |
| accelerated vesting of options that would otherwise have vested during the Levy-Payne Severance Period; and |
| payment by the Company of the same portion of the officers monthly premium under COBRA as it pays for active employees until the close of the Levy-Payne Severance Period. |
In addition, the Amended and Restated Employment Agreements with Dr. Levy and Mr. Payne provide that if the officers employment is terminated without cause or as a result of constructive termination, in each case during the Change in Control Protection Period, the officer would be eligible to receive, subject to certain conditions described in the applicable Amended and Restated Employment Agreement, the following:
| severance payments, equal to the sum of (a) 100% of the officers annual base salary and (b) 100% of the officers maximum annual performance-based bonus, paid in equal installments for twelve (12) months after the termination (the Levy-Payne Post-COC Severance Period); |
| accelerated vesting of 100% percent of any unvested options; and |
| payment by the Company of the same portion of the officers monthly premium under COBRA as it pays for active employees until the close of the Levy-Payne Post-COC Severance Period. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
*Denotes | management contract, compensatory plan or arrangement. |
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.
CATALYST BIOSCIENCES, INC. | ||||
Date: August 31, 2018 | /s/ Nassim Usman, Ph.D. | |||
Nassim Usman, Ph.D. President and Chief Executive Officer |