ABEONA THERAPEUTICS INC. (NASDAQ:ABEO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On June 17, 2020, following the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (the “Company”) appointed George Migausky and Paul Mann to serve on the Board effective immediately. Messrs. Migausky and Mann will each serve as a Class 1 director whose term will expire at the Company’s annual meeting of stockholders to be held in 2023.
Mr. Migausky has been appointed to serve as Chairman of the Audit Committee of the Board (the “Audit Committee”). Mr. Mann has been appointed to serve as a member of the Audit Committee.
The Board has determined that Messrs. Migausky and Mann each qualify as an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2), and meet the criteria for Audit Committee membership under Nasdaq Listing Rule 5605(c)(2). Furthermore, the Board has determined that Mr. Migausky qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.
As non-employee directors, Messrs. Migausky and Mann will each receive the same compensation as the other non-employee directors of the Company under the standard arrangements and agreements described in the Company’s 2020 Annual Meeting Proxy Statement. The Company is not aware of any transaction or relationship involving Mr. Migausky or Mr. Mann requiring disclosure under Item 404(a) of Regulation S-K.
As previously reported, on April 21, 2020, the Company notified the Nasdaq Stock Market (“Nasdaq”) of noncompliance with the independent director and audit committee requirements set forth in Listing Rules 5605(b)(1) and 5605(c)(2)(A). Also as previously reported, the Company received a letter from Nasdaq on April 22, 2020 acknowledging the Company’s noncompliance. On June 19, 2020, the Company received a letter from Nasdaq indicating that, based on the appointment of Messrs. Migausky and Mann to the Board and the Audit Committee, the Company had regained compliance with the foregoing Listing Rules and that the matter is now closed.
Employment Agreement with Edward Carr
On June 18, 2020, the Company and Edward Carr, the Company’s Chief Accounting Officer, entered into a new letter agreement regarding the terms of Mr. Carr’s employment (the “Agreement”). to the terms of the Agreement, Mr. Carr will receive an annual base salary of $300,000 and is eligible for an annual bonus with a target bonus of 35% of his annual base salary. Mr. Carr will be permitted to participate in all employee benefit plans that the Company may establish for similarly situated employees, if and to the extent he is eligible to the terms of such plans and Company policies, which may be modified by the Company at its discretion.
Mr. Carr and the Company may each terminate his employment for any reason upon written notice to the other party. If the employment is terminated for any reason, Mr. Carr will be entitled to (i) payment of any base salary earned but unpaid through the Termination Date (as such term is defined in the Agreement); (ii) any accrued unused vacation days; (iii) additional vested benefits, if any, in accordance with the applicable terms of applicable Company arrangements; and (iv) any unreimbursed expenses in accordance with the Company’s business expense reimbursement policies. In addition, if Mr. Carr’s employment is terminated by the Company other than for Cause or by Mr. Carr with Good Reason (as such terms are defined in the Agreement), Mr. Carr will be (i) eligible to receive any annual bonuses awarded for a prior year but not yet paid or due to be paid as of the Termination Date, and (ii) entitled to (A) a payment equal to the sum of six months of his base salary plus six months of his Target Annual Bonus Opportunity (as defined in the Agreement), and (B) a payment equal to the premiums he would pay if he elected continued health coverage under the Company’s health plan for the six-month period following the Termination Date, less the applicable active employee rate.
The Company’s obligations in the preceding sentence are conditioned upon, among other things, Mr. Carr’s execution of a release of claims in favor of the Company and its affiliates. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement filed as Exhibit 10.1 herewith.
Item 7.01 Regulation FD.
The Company has issued a press release, dated June 17, 2020, announcing the appointment of Messrs. Migausky and Mann to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Offer Letter between Abeona Therapeutics Inc. and Edward Carr, dated June 18, 2020 |
| 99.1 | Press release, dated June 17, 2020 |
ABEONA THERAPEUTICS INC. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 June 18,…
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About ABEONA THERAPEUTICS INC. (NASDAQ:ABEO)
Abeona Therapeutics, Inc. (Abeona), formerly PlasmaTech Biopharmaceuticals, Inc., is focused on developing and delivering gene therapy and plasma-based products for rare diseases. The Company’s lead programs are ABO-101 (AA9 NAGLU) and ABO-102 (scAAV9 SGHG), adeno-associated virus (AAV)-based gene therapies for Sanfilippo syndrome (Mucopolysaccharidosis (MPS) IIIA and IIIB) in collaboration with patient advocate groups, researchers and clinicians. The Company is also developing ABO-201 (scAAV9 CLN3) gene therapy for juvenile Batten disease (JBD), and ABO-301 (AAV LK19 FANCC) for Fanconi anemia (FA) disorder using a clustered, regularly interspaced short palindromic repeats (CRISPR)/Cas9-based gene editing approach to gene therapy program for rare blood diseases. It is developing rare plasma protein therapies, including PTB-101 SDF Alpha (alpha-1 protease inhibitor) for inherited chronic obstructive pulmonary disease. Its product pipeline also consists of MuGard and ProdiGard.