Item 1.01 Entry into a Material Definitive Agreement.
Separation Agreement and General Release with
Company agreed to employ
officer of the Company. A summary of the terms of both agreements are provided
in Item 5.02 below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
officer and as a member of the board of directors, or Board, of the Company. On
the same day, the Board appointed
chairman of the Board, to serve as president and chief executive officer of the
positions on an interim basis pending completion of the Board’s search for a
permanent president and chief executive officer. In addition to his new interim
without cause under his employment agreement with the Company. Pursuant to his
current salary in consideration of his execution of a customary release and
separation agreement. Instead, the Company and
Separation Agreement and General pursuant to which:
as requested by the Company, for a period of seven months from the date of his
? The Company has agreed to continue payment of
period of seven months, instead of the 12 months provided for under Mr.
Mattes’ employment agreement;
? The Company has agreed to extend for a period of two years from the date of
shares of the common stock of the Company, which otherwise would have expired
on the three-month anniversary of
with customary covenants of nondisparagement and nonsolicitation.
At the time of his resignation,
the 450,000 options described above) to purchase 584,548 shares of Company
common stock, all of which will expire on the three-month anniversary of his
resignation, unless earlier exercised.
purchase 178,509 shares of Company common stock, all of which terminated as of
the date of his resignation.
agreed to pay
bonus of up to 50% of
metrics to be determined by the Board.
entitled to medical benefits, at the Company’s expense, on par with those
offered to the other senior executive officers of the Company.
otherwise be eligible to participate in all other benefit plans offered to the
senior executive officers of the Company.
In connection the appointment of
ten-year period at an exercise price of
during the period of Dr, Weisman’s service as chief executive officer of the
Company as follows: options to purchase 298,750 shares of common stock, referred
to as the Six Month Options, shall vest and be immediately exercisable upon the
six-month anniversary of the date of grant and options to purchase 49,790 shares
of common stock shall vest and become exercisable in 30 monthly installments
commencing on the seven-month anniversary of the date of grant. In the event of
the Company’s termination of
referred to as the Termination of Service, as a result of hiring a permanent
chief executive officer during the first six months of
the Six Month Options shall immediately vest and all other options shall
immediately expire and (ii) in the event of a Termination of Service as a result
of hiring a permanent chief executive officer at any time, all options vested as
of the date of Termination of Service (including any Six Month Options vesting
as result of the Termination of Service) shall expire on the two-year
anniversary of the date of the discontinuation of all service by
the Company or the term of the option, whichever occurs first, and all other
options shall immediately expire. The options are granted under the Company’s
2021 Stock Incentive Plan and the termination of the options are subject to the
Plan except as set forth above. The exercise of all options are also contingent
on the Company’s filing of an amendment to its certificate of incorporation for
purposes of increasing its authorized common stock.
employment agreement and definitive stock option agreement on the terms and
conditions set forth above, with a goal of executing both agreements as soon as
practicable. The definitive agreements shall include such other terms and
conditions as are customary and reasonable for agreements of such nature,
provided that such other terms and conditions are not inconsistent with those
set forth above.
chairman of the Board since
Managing Director of
of advising medical product companies, investment firms, and government and
non-government healthcare organizations in formulating and implementing
strategies for driving innovation in healthcare products and services.
3DBio Therapeutics, a company using 3D bioprinting technology to develop whole
tissue implants that fully integrate into body.
Chairman and CEO of Flame Biosciences, a clinical stage company focused on the
research, development and commercialization of transformative therapies for
a company developing counseling and educational material to help consumers to
understand the microbiome and improve their health and well-being. Between
Officer of Coronado Biosciences, a biopharmaceutical company developing novel
immunotherapies for autoimmune diseases and cancer. Between 2012 and 2019,
device company developing technology to reduce radiation exposure during
management firm making structured debt and equity investments in healthcare
companies. Since 2016,
Medical Devices and Diagnostics Group
Pharmaceutical Research & Development
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