Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The information contained in Item 5.02 below is incorporated by
reference into this Item1.01.
Item5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Chief Operating Officer and Chief Medical Officer
Brainstorm Cell Therapeutics Inc. (the Company) appointed Dr.
Ralph Kern as its Chief Operating Officer and Chief Medical
Officer effective March 6, 2017.
On February 28, 2017, the Company and Dr. Ralph Kern entered into
an employment agreement, effective March 6, 2017 (the Effective
Date), which sets forth the terms of Dr. Kerns employment (as
amended by Amendment No. 1 dated March 3, 2017, the Agreement).
to the Agreement, Dr. Kern will be paid an annual salary of
$500,000 (the Base Salary), which may be increased (but not
decreased) at the sole discretion of the Board of Directors of
the Company (the Board).Dr. Kern will also be eligible to receive
an annual cash bonus equal to 30% of his base salary, subject to
his satisfaction of pre-established performance goals to be
mutually agreed upon by the Board and Dr. Kern. Performance shall
be evaluated through a performance management framework and a
bonus range based on the target bonus. Dr. Kern will also receive
other benefits that are generally made available to the Companys
employees.
to the Agreement, Dr. Kern received on March 6, 2017, and is
entitled to receive on each anniversary thereafter, a grant of
restricted stock under the Companys 2014 Stock Incentive Plan (or
any successor or other equity plan then maintained by the
Company) comprised of a number of shares of common stock of the
Company, $0.00005 par value (Common Stock) with a fair market
value (determined based on the price of the Common Stock at the
end of normal trading hours on the business day immediately
preceding the Effective Date according to Nasdaq) equal to 30% of
Dr. Kerns Base Salary (each, an Equity Grant). Each Equity Grant
shall vest as to twenty-five percent (25%) of the award on each
of the first, second, third and fourth anniversary of the date of
grant, provided Dr. Kern remains continuously employed by the
Company from the date of grant through each applicable vesting
date. Each Equity Grant shall be subject to accelerated vesting
upon a Change of Control (as defined in the Agreement) of the
Company. In the event of Dr. Kerns termination of employment, any
portion of an Equity Grant that is not yet vested (after taking
into account any accelerated vesting) shall automatically be
immediately forfeited to the Company, without the payment of any
consideration to the Executive.
to the Agreement, on March 6, 2017, Dr. Kern also received an
option (the Option) under the Companys 2014 Stock Incentive Plan
to purchase up to an aggregate number of shares of Common Stock
with a fair market value (as determined based on the closing
price of the Common Stock at the end of normal trading hours on
the business day immediately preceding the date of grant
according to Nasdaq) of $200,000 on the Effective Date. The
Option is fully vested and exercisable as of the date of grant
and shall remain exercisable until the 2nd anniversary
of the date of grant, regardless of whether Dr. Kern remains
employed by the Company. The exercise price per share shall be
equal to the fair market value on the date of grant (as
determined based on the price of the Common Stock immediately
preceding normal trading hours on the date of grant according to
Nasdaq).
The Agreement contains termination provisions, to which if the
Company terminates the Agreement or Dr. Kerns employment without
Cause (as defined in the Agreement) or if Dr. Kern terminates the
Agreement or his employment thereunder with Good Reason (as
defined in the Agreement), the Company shall: (i) within 90 days
pay Dr. Kern, as severance pay, a lump sum equal to six (6)
months of Base Salary (which shall increase to nine (9) months
after the second anniversary of the Effective Date and twelve
(12) months after the third anniversary of the Effective Date)
(provided Dr. Kern is actively employed by the Company on such
dates) (the Payment Period); (ii) pay Dr. Kern within 30 days of
his termination of employment any bonus compensation that Dr.
Kern would be entitled to receive during the Payment Period in
the absence of his termination without Cause or for Good Reason;
(iii) immediately vest such number of equity or equity based
awards that would have vested during the six (6) months following
the date of termination of employment; and (iv) shall continue to
provide to Dr. Kern health insurance benefits during the Payment
Period, unless otherwise provided by a subsequent employer. The
foregoing severance payments are conditional upon Dr. Kern
executing a waiver and release in favor of the Company in a form
reasonably acceptable to the Company.
Prior to joining the Company, Dr. Kern was Senior Vice President,
Head Worldwide Medical at Biogen Inc. since 2016. Prior positions
at Biogen Inc. include Vice President, Head of Global Therapeutic
Areas from 2015 to 2016 and Vice President, Head of Global
Medical Neurology in 2015. Dr. Kern has also served Novartis
Pharmaceuticals Corporation as Vice President, Head Neuroscience
Medical Unit from 2014 to 2015 and as Vice President, Head MS
Medical Unit from 2011 to 2014. He also worked for Genzyme
Corporation from 2006 to 2011 where he served as Global Medical
Director, Personalized Genetic Health (2010-2011), Head of
Medical Affairs, Canada (2006-2008), General Manager, Fabry
Disease (2008-2010) and Head of Medical Affairs, Canada
(2006-2008). He also served as University Neurology Program
Director at the University of Toronto (2003-2006), Consultant
Neurologist at Mount Sinai Hospital (2001-2006) and Director,
EMG, EEG and Evoked Potential Laboratory at The Credit Valley
Hospital (1988-2001).
Dr. Kern is 59years old. There is no arrangement or understanding
between Dr. Kern and any other person to which he was appointed
as Chief Operating Officer and Chief Medical Officer of the
Company. There have been no transactions and are no currently
proposed transactions to which the Company or any of its
subsidiaries was or is a party in which Dr. Kern has a material
interest, which are required to be disclosed under Item 404(a) of
Regulation S-K. There are no family relationships between Dr.
Kern and any member of the Board or other executive officer of
the Company.
The above description of the Agreement is qualified in its
entirety by reference to the terms of the Agreement, attached
hereto as Exhibit10.1 and incorporated herein by reference.
On March 6, 2017 the Company issued a press release announcing
that it has appointed Dr. Kern as its Chief Operating Officer and
Chief Medical Officer, a copy of which is filed as Exhibit 99.1
hereto and incorporated herein by reference.
Executive Vice President, Chief Business Officer
Uri Yablonka was appointed the Companys Executive Vice President,
Chief Business Officer and ceased to serve as the Companys Chief
Operating Officer, effective March 6, 2017. Mr. Yablonka will
continue to serve as a member of the Board. There are no changes
to Mr. Yablonkas compensation terms.
Mr. Yablonka, 40, has served as a member of the Board and the
Companys Chief Operating Officer since June 6, 2014.
There is no arrangement or understanding between Mr. Yablonka and
any other person to which he was appointed as Executive Vice
President, Chief Business Officer of the Company. There have been
no transactions and are no currently proposed transactions to
which the Company or any of its subsidiaries was or is a party in
which Mr. Yablonka has a material interest, which are required to
be disclosed under Item404(a) of Regulation S-K. There are no
family relationships between Mr. Yablonka and any member of the
Board or other executive officer of the Company.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Employment Agreement dated February 28, 2017 between Brainstorm Cell Therapeutics Inc. and Dr. Ralph Kern, as amended by Amendment No. 1 dated March 3, 2017. |
|
| 99.1 | Press Release dated March 6, 2017. |
About Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI)
Brainstorm Cell Therapeutics Inc. is a biotechnology company. The Company is engaged in developing adult stem cell therapies for debilitating neurodegenerative disorders, such as Amyotrophic Lateral Sclerosis (ALS, also known as Lou Gehrig’s disease), Multiple Sclerosis (MS) and Parkinson’s disease (PD), among others. Its subsidiary, Brainstorm Cell Therapeutics Ltd. (the Israeli Subsidiary), holds rights to commercialize the technology, NurOwn. NurOwn is in clinical development for the treatment of ALS. The Company has completed over two clinical trials of NurOwn in patients with ALS at Hadassah Medical Center (Hadassah). The first study, a Phase I/II safety and efficacy study of NurOwn in ALS patients administered either intramuscularly or intrathecally. The Company conducted Phase IIa combined (intramuscular and intrathecal) treatment, dose-escalating trial. It had completed treatment of over 10 patients in its ALS Phase IIa NurOwn dose-escalating clinical trial. Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI) Recent Trading Information
Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI) closed its last trading session down -0.19 at 3.99 with 315,781 shares trading hands.