ADVERUM BIOTECHNOLOGIES, INC. (NASDAQ:ADVM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Adverum Biotechnologies, Inc. (the Company) announced
today that Athena Countouriotis, M.D. has been appointed the
Companys senior vice president, chief medical officer, effective
June19, 2017 (the Commencement Date).
Dr.Countouriotis served as senior vice president, chief medical
officer of Halozyme Therapeutics, a biotechnology company, from
January 2015 to May 2017. From February 2012 to January 2015,
Dr.Countouriotis served as chief medical officer at Ambit
Biosciences Corporation, a pharmaceutical company, which was
acquired by Daiichi Sankyo in November 2014. Previously,
Dr.Countouriotis worked withinPfizer and Bristol-Myers Squibb in
various leading clinical development roles for Sutent, Mylotarg,
Bosulif and Sprycel. Dr.Countouriotis received a B.S. from the
University of California, Los Angeles, and an M.D. at Tufts
University School of Medicine. She received her initial training
in pediatrics at the University of California, Los Angeles, and
additional training at the Fred Hutchinson Cancer Research Center
in the Pediatric Hematology/Oncology Program.
There are no family relationships between Dr.Countouriotis and
any director or executive officer of the Company, or any person
nominated or chosen by the Company to become a director or
executive officer. There are no arrangements or understandings
between Dr.Countouriotis and any other persons to which she was
selected as senior vice president, chief medical officer.
Dr.Countouriotis has no direct or indirect material interest in
any transaction or currently proposed transaction required to be
disclosed to Item404(a) of Regulation S-K.
In connection with
her appointment as senior vice president, chief medical officer
of the Company, Dr.Countouriotis and the Company have entered
into an at-will employment agreement dated June15, 2017 (the
Offer Letter). Under the terms of the Offer Letter,
Dr.Countouriotis will receive an annual base salary of $460,000
and will be eligible for an annual target bonus equal to 40% of
her base salary earned during the bonus year based on the
attainment of certain individual and corporate performance
objectives to be determined by the Companys management each
year.
In addition, to
the terms of the Offer Letter, on the Commencement Date the
Company will grant Dr.Countouriotis a stock option to purchase
213,000 shares of the Companys common stock (the Option)
and a restricted stock unit award that may be settled for 150,000
shares of the Companys common stock (the RSU Award), in
each case to the inducement grant exception under NASDAQ Rule
5635(c)(4) and not to the Companys 2014 Equity Incentive Award
Plan or any equity incentive plan of the Company, as an
inducement that is material to Dr.Countouriotis in connection
with her employment with the Company. The Option will have a per
share exercise price equal to the closing sales price of the
Companys common stock on NASDAQ on the Commencement Date. The
Option will vest as to 25% of the total shares subject to the
Option on the first anniversary of the Commencement Date, and as
to 1/48 of the total shares subject to the Option each month
thereafter, so that the Option will be fully vested and
exercisable as of the fourth anniversary of the Commencement
Date. The RSU Award will vest as to 25% of the total shares
subject to the RSU Award on each yearly anniversary of the
Commencement Date, so that all shares subject to the RSU Award
will be fully vested and released as of the fourth anniversary of
the Commencement Date.
The Company will
also enter into its standard proprietary information and
invention assignment agreement with Dr.Countouriotis.
Concurrently with
the execution of the Offer Letter, the Company and
Dr.Countouriotis entered into a Change in Control and Severance
Agreement (the Severance Agreement), to take effect as of
the Commencement Date. to the Severance Agreement, in the event
of a termination without Cause or a Constructive Termination
(each as defined in the Severance Agreement) more than three
months prior to a Change in Control (as defined in the Severance
Agreement) or more than twelve months after a Change in Control,
Dr.Countouriotis will be entitled to (i)nine months of base
salary and (ii)up to nine months of continued healthcare
coverage. In the event of a termination without Cause or a
Constructive Termination, in each case, within the period
commencing three months prior to a Change in Control and ending
twelve months following a Change in Control, Dr.Countouriotis
will be entitled to (i)an amount equal to the sum of (x)twelve
months of base salary and (y)the target annual bonus for the year
in which such termination occurs, payable in a lump sum, (ii)up
to 12 months of continued healthcare coverage and (iii)the
accelerated vesting of all of her outstanding equity awards. The
benefits described above are conditioned upon Dr.Countouriotis
executing and not revoking a release of claims against the
Company.
The foregoing
descriptions of the Offer Letter and Severance Agreement are
qualified in their entirety by reference to the full text of such
agreements, copies of which are filed hereto, respectively, as
Exhibits 10.1 and 10.2.
Item7.01 |
Regulation FD Disclosure |
On June20, 2017,
the Company issued a press release (the Press Release)
announcing the appointment of Dr.Countouriotis as the Companys
senior vice president, chief medical officer. A copy of the Press
Release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and
incorporated by reference in this Item7.01.
The information set forth in
this Item7.01 and Exhibit 99.1 attached hereto is intended to be
furnished and shall not be deemed filed for purposes of Section18
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 deemed incorporated by reference
into any other filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item9.01 |
Financial Statements and Exhibits |
(d)Exhibits
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| 10.1 |
Offer Letter, dated June15, 2017, by and between Adverum Biotechnologies, Inc. and Athena Countouriotis, M.D. |
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| 10.2 |
Change in Control and Severance Agreement, dated June15, 2017, by and between Adverum Biotechnologies, Inc. and Athena Countouriotis, M.D. |
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| 99.1 | Press Release, dated June20, 2017. |
Adverum Biotechnologies, Inc. ExhibitEX-10.1 2 d395063dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 [ADVERUM BIOTECHNOLOGIES,…To view the full exhibit click here About ADVERUM BIOTECHNOLOGIES, INC. (NASDAQ:ADVM)
Adverum Biotechnologies, Inc., formerly Avalanche Biotechnologies, Inc., is a gene therapy company. The Company is engaged in discovering and developing medicines to patients suffering from chronic or debilitating disease. The Company operates and manages its business in the segment of developing and commercializing gene therapeutics. It focuses on diseases with unmet medical need, including ophthalmic diseases, such as wet age-related macular degeneration (AMD), as well as rare genetic diseases. The Company’s product candidates include AVA-101 and AVA-201 for treatment of Wet AMD; AVA-322 and AVA-323 for the treatment of Color Vision Deficiency, and AVA-311 for the treatment of Juvenile X-linked Retinoschisis. It has generated human proof-of-concept data for AVA-101 in a Phase I trial with over eight wet AMD subjects conducted at Lions Eye Institute (LEI) in Australia. It is developing AVA-322 and AVA-323 for the treatment of color vision deficiency (CVD).
