CRISPR THERAPEUTICS AG (NASDAQ:CRSP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
| A. | Director Departure; Appointment of Chairman |
On December20, 2017, Dr.Anthony Coles resigned as a director and Chairman of the board of directors (the “Board”) of CRISPR Therapeutics AG (the “Company”), and the Company and Dr.Coles entered into an Advisory Agreement (the “Advisory Agreement”).
Under the Advisory Agreement, Dr.Coles will perform advisory services related to strategic matters, such as financing, corporate strategy and competitive strategy, as well as select operational matters, such as partner management. In connection with providing such advisory services, Dr.Coles will be paid an hourly rate specified in the Advisory Agreement. The initial term of the Advisory Agreement expires on September10, 2019, provided that the Company may elect to renew, subject to the approval of the Board, for one or more successive six-month terms following the initial term.
Dr.Coles’ decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Dr.Coles’ resignation from the Board, the Board appointed Dr.Rodger Novak, a current member of the Board, as Chairman of the Board, effective as of December20, 2017, and Dr.Novak shall serve in such capacity for a term ending at the next ordinary meeting of the Company’s shareholders.
| B. | Compensatory Arrangement with President |
As previously disclosed by the Company on a Current Report on Form8-K filed with the Securities and Exchange Commission on October2, 2017, Dr.Novak became the President of the Company as of December1, 2017. In connection therewith, on December20, 2017, the Company and Dr.Novak entered into an Employment Agreement (the “Employment Agreement”) effective December1, 2017 (the “Effective Date”). For the period starting on the Effective Date and ending on November30, 2018, Dr.Novak will continue receiving the annual base salary under his employment agreement dated October6, 2016 (a copy of which is on file with the Securities and Exchange Commission). Starting December1, 2018, Dr.Novak is entitled to receive an annual base salary of $125,000, subject to yearly adjustments as determined by the Board. Dr.Novak is also entitled to a bonus payment under the Employment Agreement for fiscal year 2017. For fiscal year 2018 and thereafter, Dr.Novak will not be eligible for future bonuses under the Employment Agreement unless Dr.Novak and the Board (or a committee thereof) otherwise agree.
Equity awards granted by the Company and held by Dr.Novak that are outstanding and unvested as of the Effective Date (the “CEO Equity Awards”) will continue to vest through November30, 2018. Thereafter, the
vesting schedule applicable to the remaining unvested CEO Equity Awards will continue to vest on the original vesting schedule but at the rate of 50% of the number of shares originally scheduled to vest on any vesting date, and the original vesting schedule will be extended to reflect the continued vesting of the remaining 50% of the options unvested as of November20, 2018, in all cases, subject to Dr.Novak’s continued employment with the Company as of the applicable vesting date. In the event Dr.Novak’s employment is terminated prior to December1, 2018 and within 18 months of a Change in Control (as defined in the Employment Agreement), any unvested CEO Equity Awards will vest in full.
Either party may terminate the Employment Agreement for convenience upon two months written notice on or after December1, 2018. The Company or Dr.Novak may terminate the Employment Agreement for good cause (as defined in the Employment Agreement).
Dr.Novak co-founded the Company in November 2013 and has served as a member of the Board since the Company’s inception. Prior to joining the Company, Dr.Novak served as Global Head of Anti-infectives Research and Development at Sanofi. Prior to Sanofi, Dr.Novak co-founded Nabriva Therapeutics AG, a biopharmaceutical company, in January 2006, and served as its Chief Operating Officer from inception to May 2012. Dr.Novak received an M.D. from Philipps University of Marburg, Germany.
There are no family relationships between Dr.Novak and any director or executive officer of the Company.
The foregoing summaries of the Advisory Agreement and Employment Agreement are qualified in their entirety by reference to the complete text of the Advisory Agreement and Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.02. | Regulation FD. |
On December21, 2017, the Company issued a press release relating to the resignation of Dr. Coles from the Board and the appointment of Dr. Novak as Chairman of the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 5.02 by reference.
The information in this Item 5.02 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02. | Financial Statements and Exhibits. |
(d)Exhibits:
CRISPR Therapeutics AG ExhibitEX-10.1 2 d473912dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ADVISORY AGREEMENT This ADVISORY AGREEMENT (the Agreement) is made as of the 20th day of December,…To view the full exhibit click here
About CRISPR THERAPEUTICS AG (NASDAQ:CRSP)
Crispr Therapeutics AG is a Switzerland-based gene-editing company. The Company focuses on the development of transformative gene-based medicines for serious diseases using its Clustered Regularly Interspaced Short Palindromic Repeats (CRISPR)/Cas9 gene-editing platform. CRISPR/Cas9 can be programmed to cut, edit and correct disease-associated deoxyribonucleic acid (DNA) in a patient’s cell. The location at which the Cas9 molecular scissors cut the DNA to be edited is specified by guide ribonucleic acid (RNA), which is comprised of a crRNA component and a tracrRNA component, either individually or combined together as a single guide RNA. The Company has business operations in London, the United Kingdom, as well as research and development operations in Cambridge, the United States.