AmpliPhi Biosciences Corporation (NYSEMKT:APHB) 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
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On April 1, 2017, AmpliPhi Biosciences Corporation (the Company)
amended its offer letter agreements with M.Scott Salka, the
Companys Chief Executive Officer, Igor P. Bilinsky, the Companys
Chief Operating Officer, and Steve R. Martin, the Companys Chief
Financial Officer (each, an Executive). The offer letter
amendments were entered into for cautionary purposes to limit the
Companys potential severance obligations, in order to provide the
Company with additional near-term operating flexibility by
waiving certain severance benefits in exchange for stock options
and eligibility to receive cash bonuses upon successful
completion of near-term financings.
Each of the offer letter amendments provides for a waiver by the
applicable Executive of the severance benefits such Executive is
otherwise entitled to in connection with a qualifying termination
in the event such qualifying termination occurs in connection
with a wind-down event at any time before the earlier of (i)
January 1, 2018 and (ii) such time as the Companys Board of
Directors has determined that the Companys cash and cash
equivalents are sufficient to fund (A) the Companys operations
for at least the 12 months following such determination and (B)
all potential Company liabilities under all then-outstanding
obligations related to accrued salaries and wages, and potential
severance benefit payment obligations.
In consideration for the foregoing waiver, the Company granted
the following stock options under the Companys 2016 Equity
Incentive Plan (the Plan):
| Name | Shares Underlying Options |
| M. Scott Salka | 214,214(1) |
| Igor P. Bilinsky, Ph.D. | 176,411(1) |
| Steve R. Martin | 161,290(1) |
| (1) |
The options were fully vested at grant and have a four-year exercise term.In accordance with the Plan, the exercise price of the options is $0.43 per share. |
As further consideration for the foregoing waivers, each of the
Executives is eligible to receive the following bonus payments in
connection with the following capital raising milestones if such
milestones occur during the applicable Executives employment with
the Company: (A) if the Company raises, after the date of the
offer letter amendments (the Effective Date) and on or before May
31, 2017, at least $4,000,000 in aggregate gross proceeds from
the sale of its equity securities in one or more financing
transactions, each Executive shall be entitled to receive a
lump-sum cash bonus payment in an amount equal to (x) in the case
of Mr. Salka 38.8%, in the case of Dr. Bilinsky, 32%, and in the
case of Mr. Martin, 29.2%, multiplied by (y) 3.5% multiplied by
(z) the gross proceeds raised by the Company from such financing
transaction(s) after the Effective Date and on or before May 31,
2017; and (B) if the Company raises, after the Effective Date and
on or before December31, 2017, at least $10,000,000 in aggregate
gross proceeds from the sale of its equity securities in one or
more financing transactions, the Executive shall be entitled to
receive a lump-sum cash bonus payment in an amount equal to (x)
in the case of Mr. Salka 38.8%, in the case of Dr. Bilinsky, 32%,
and in the case of Mr. Martin, 29.2%, multiplied by (y) 2%
multiplied by (z) the gross proceeds raised by the Company from
such financing transaction(s) after May31, 2017 and on or before
December31, 2017.
In addition, to the amendment to Mr. Salkas offer letter
agreement, the Company agreed that in the event Mr. Salkas
employment is terminated without cause or Mr. Salka resigns for
good reason, in either case within one month before or 12 months
following a change in control of the Company, the vesting of all
of Mr. Salkas outstanding equity awards that are subject to
time-based vesting will be accelerated in full.
The foregoing summary of the offer letter amendments does not
purport to be complete and is qualified in its entirety by
reference to the offer letter amendments, copies of which are
attached hereto as Exhibits 99.1, 99.2 and 99.3, and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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| 99.1 |
Amendment to Offer Letter Agreement, dated April 1, 2017, by and between the Company and M. Scott Salka |
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| 99.2 |
Amendment to Offer Letter Agreement, dated April 1, 2017, by and between the Company and Igor P. Bilinsky, Ph.D. |
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| 99.3 |
Amendment to Offer Letter Agreement, dated April 1, 2017, by and between the Company and Steve R. Martin |
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About AmpliPhi Biosciences Corporation (NYSEMKT:APHB)
AmpliPhi Biosciences Corporation is a biotechnology company. The Company is focused on the discovery, development and commercialization of phage therapeutics. The Company is engaged in identifying, characterizing and developing naturally occurring bacteriophages with its collaboration partners in bacteriophage biology, synthetic biology and manufacturing, to develop second-generation bacteriophage products. The Company is engaged in developing these phage product candidates using a discovery and development platform, which is designed for identification, characterization and manufacturing of multiple phage therapies. Each product candidate combines several chosen phages, which target a specific disease-causing bacterial pathogen, such as staphylococcus aureus (S. aureus), Pseudomonas aeruginosa (P. aeruginosa) and clostridium difficile (C. difficile). Its product candidates include AB-SA01, AB-PA01 and AB-CD01. AmpliPhi Biosciences Corporation (NYSEMKT:APHB) Recent Trading Information
AmpliPhi Biosciences Corporation (NYSEMKT:APHB) closed its last trading session up +0.013 at 0.415 with shares trading hands.