Nivalis Therapeutics, Inc. (NASDAQ:NVLS) 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the expected closing of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of April18, 2017, by and among Nivalis Therapeutics, Inc. (the “Company”), Nautilus Merger Sub, Inc. and Alpine Immune Sciences, Inc. (the “Merger Agreement”), R. Michael Carruthers, Interim President and Chief Financial Officer of the Company, and Janice Troha, Chief Operating Officer of the Company, each entered into a Separation and Release Agreement, dated July11, 2017 (collectively, the “Separation Agreements”), with the Company to which the Company agreed to pay Mr.Carruthers and Ms.Troha the severance benefits, set forth in that certain Employment Agreement, dated January 21, 2015, by and between Mr.Carruthers and the Company, and that certain Employment Agreement, dated November 1, 2012, by and between Ms.Troha and the Company, in a single lump sum payment (rather than in 12 equal monthly installments as currently provided in their employments agreements with the Company) as well as a portion of the retention bonus previously approved by the Board of Directors of the Company for Mr.Carruthers and Ms.Troha, all in consideration for a general release of claims by Mr.Carruthers and Ms.Troha contained in the Separation Agreements that became effective July19, 2017. The severance benefits are comprised of (i)a cash payment equal to one year of their respective current annual base salaries, (ii)a cash payment equal to the aggregate amount of COBRA premiums to enable each of them to maintain medical insurance coverage for 12 months (plus an amount equal to their estimated income tax obligation as a result of paying the COBRA reimbursement payments as a lump sum), and (iii)acceleration of all outstanding options held by Mr.Carruthers and Ms.Troha. The receipt of the retention bonuses is contingent upon, among other things, the execution of a release of claims provided to the Company by each of Mr.Carruthers and Ms.Troha as provided in those certain Retention Bonus letter agreements, each dated as of January9, 2017, by and between the Company and Mr.Carruthers and Ms.Troha, respectively. The payment of the severance benefits and retention bonuses will be made immediately following the closing of the transactions contemplated by the Merger Agreement when Mr.Carruthers’ and Ms.Troha’s employment is to end, as contemplated by the Merger Agreement. Copies of the Separation Agreements are attached hereto as exhibits 99.1 and 99.2 and are incorporated by reference herein.

At the Special Meeting of Stockholders of the Company held on July19, 2017 (the “Special Meeting”), the stockholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June6, 2017. The stockholders had also been solicited to vote to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve (i)the Merger Agreement, and the transactions contemplated thereby, including the merger and the issuance of the Company’s common stock to the Merger Agreement, or (ii)the amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock, at a ratio of one new share for every four shares outstanding, but such adjournment was deemed unnecessary.

At the Special Meeting, 11,904,483shares of common stock, or approximately 76.03% of the outstanding common stock entitled to vote, were represented by proxy or in person.

The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:

Proposal 1. Approval of the Merger Agreement and the Transactions Contemplated Thereby

The approval of the Merger Agreement and the transactions contemplated thereby, including the merger and the issuance of the Company’s common stock to the Merger Agreement.

Proposal 2. Approval of Reverse Stock Split.

The approval of an amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock at a ratio of one new share for every four shares outstanding.

Proposal 3. Approval of the Company name change to Alpine Immune Sciences, Inc.

The approval of an amendment to the amended and restated certificate of incorporation of the Company to change the name of the Company from “Nivalis Therapeutics, Inc.” to “Alpine Immune Sciences, Inc.”

On July20, 2017, the Company announced voting results relating to the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated by reference herein.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

Nivalis Therapeutics, Inc. Exhibit
EX-99.1 2 d424837dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Nivalis Therapeutics,…
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About Nivalis Therapeutics, Inc. (NASDAQ:NVLS)

Nivalis Therapeutics, Inc. is a clinical-stage pharmaceutical company. The Company discovers, develops and commercializes product candidates for patients with cystic fibrosis (CF). It focuses on utilizing its S-nitrosoglutathione reductase (GSNOR) inhibitor portfolio to develop therapeutics for other diseases. It operates through discovering and development of potential drugs segment. Its operations are focused on discovery and development of its portfolio of GSNOR inhibitors, including N91115. Its product candidate, N91115, is a small molecule compound that addresses a defect in the cystic fibrosis transmembrane conductance regulator (CFTR) resulting from mutations in the CFTR gene, the underlying cause of CF. The Company is conducting a Phase II clinical trial designed to demonstrate the safety of a triple therapy of N91115 along with lumacaftor/ivacaftor in over 130 adult CF patients homozygous for F508del.