Axsome Therapeutics,Inc. (NASDAQ:AXSM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July5, 2017, the Board of Directors (the “Board”) of Axsome Therapeutics,Inc. (the “Company”) appointed John Golubieski as Chief Financial Officer of the Company, effective August4, 2017 (the “Effective Date”), to serve until such time as his removal or resignation. On the Effective Date, Mr.Golubieski will assume responsibility as the Company’s principal financial officer and principal accounting officer from Constance Ames, Vice President, Finance of the Company.
Mr.Golubieski, age 52, has served as Chief Financial Officer of Osmotica Holdings, LLC since February2014. Previously, from July2013 to June2014, Mr.Golubieski served as Interim Chief Financial Officer of Lantheus Medical Imaging Inc. and as Chief Financial Officer of Fougera Pharmaceuticals,Inc. from July2011 to October2012. Prior to joining Fougera, from October2005 to June2011, Mr.Golubieski served as Senior Vice President, Financial Planning& Analysis of King Pharmaceuticals,Inc. From August1989 until October2005, Mr.Golubieski served in a number of capacities of increasing responsibility at Bristol-Myers Squibb Company in business and financial planning and analysis, and business and product development. From July1987 until August1989, Mr.Golubieski began his career at Price Waterhouse, where he served as staff accountant. Mr.Golubieski earned his Bachelor of Science degree in Commerce and his Masters degree in Business Administration from Rider University.
Mr.Golubieski’s offer letter from the Company (referred to herein as the “Offer Letter”), provides for an annual base salary of $325,000 and a target bonus of 40% of his annual base salary, prorated based on the Effective Date. He will also receive a sign-on bonus of $50,000, which must be repaid in full if he voluntarily leaves the Company within one year of the Effective Date. On the Effective Date, Mr.Golubieski will receive an initial grant of 132,000 options to purchase shares of the Company’s common stock under the Company’s 2015 Omnibus Incentive Plan (the “Plan”). The options will have an exercise price equal to the fair market value on the date of grant and will vest over a four-year period as follows: 25% of the shares will vest on the first anniversary of the date of grant and the remaining 75% of the shares will vest in equal increments thereafter each quarter of the remaining three years. Mr.Golubieski will be eligible to receive future long-term incentive awards in accordance with the Plan.
to the Offer Letter, Mr.Golubieski will be eligible to receive a severance payment equal to 6 months of his base salary at the time of his termination if, within 12 months following a change in control, the Company terminates his employment without cause, contingent upon the Company and Mr.Golubieski entering into a comprehensive separation and general release agreement.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the Offer Letter, which the Company intends to file as an exhibit to its next periodic report.
Item 7.01. Regulation FD Disclosure
On July6, 2017, the Company issued a press release announcing that Mr.Golubieski had been appointed as Chief Financial Officer of the Company, effective August4, 2017. The Company is furnishing a copy of the press release, which is attached hereto as Exhibit99.1.
In accordance with General Instructions B.2 and B.6 of Form8-K, the information included in Item 7.01 of this Current Report on Form8-K (including Exhibit99.1 attached hereto), shall not be deemed “filed” for the 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 filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
