OvaScience,Inc. (NASDAQ:OVAS) Files An 8-K Costs Associated with Exit or Disposal Activities
Item 2.05. Costs Associated with Exit or Disposal Activities
On January3, 2018, OvaScience,Inc. (“OvaScience” or the “Company”) announced that it will restructure its organization to reduce its workforce by approximately 50% in connection with its determination that its strategy can be executed more efficiently with a leaner and more nimble organization. The majority of the reduction in personnel is expected to be completed by March2018. As a result, the Company expects to realize annualized cost savings beginning in the second quarter of 2018. OvaScience estimates that it will incur one-time costs of approximately $1 million to $1.5 million related to the restructuring plan.
The Company will update this Current Report on Form8-K when it is able to estimate its cash payments or the amount of the accounting charge in connection with the workforce reduction.
Additional details regarding the restructuring and its impact on the Company’s business are set forth in the press release attached hereto as Exhibit99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January3, 2018, the Company announced the appointment of James Lillie, Ph.D., as Chief Scientific Officer, effective January16, 2018. Dr.Lillie will be responsible for leading the Company’s preclinical research and development efforts, including the continued advancement of OvaPrime and OvaTure.
Dr.Lillie joined OvaScience from Sanofi Genzyme where he was Vice President,In Vitro Biology from 2007 through January15, 2018. In this role, Dr.Lillie was responsible for developing a scientific strategy for creating a sustainable, high value portfolio in rare diseases. He established a strong pipeline of small molecule drugs and supported the U.S. Food and Drug Administration’s approval of Eliglustat and acceptance of two investigational new drug applications. Previously, he was Senior Director,In Vitro Biology at Sanofi Genzyme from 2004-2007 and, before that, he held roles of increasing responsibility at Millennium Pharmaceuticals,Inc. Earlier, he worked as Senior Director, Biology at Scriptgen Pharmaceuticals, and as co-founder at AMIRA, which was later sold to Repligen Corporation. Dr.Lillie holds a Ph.D. in Biochemistry and Molecular Biology from Harvard University and B.A. in German Literature from Wesleyan University.
The Company and Dr.Lillie entered into an offer letter, dated January2, 2018 (the “Offer Letter”). to the terms of the Offer Letter, Dr.Lillie will receive an annual base salary of $360,000 and may be awarded an annual discretionary target bonus of up to forty percent (40%) of his annual salary. The bonus award, if any, will be determined by the Board, or a committee thereof in its sole discretion, based on the achievement of performance objectives.
to the Offer Letter, Dr.Lillie will receive an option to purchase 357,057 shares of Common Stock of the Company, at an exercise price of per share equal to the closing price of the Company’s Common Stock on the NASDAQ Global Market on the date of grant. The stock option will have a ten-year term, vest over four years, with 25% of the shares vesting on January16, 2019 and 6.25% of the shares vesting each quarter thereafter. This stock option will be granted outside of the Company’s 2012 Stock Incentive Plan as an inducement material to Dr.Lillie’s acceptance of employment in accordance with NASDAQ Listing Rule5635(c)(4). In the event of a change of control (as defined in Dr.Lillie’s employment agreement with the Company, or the “Offer Letter”) of the Company where Dr.Lillie’s employment is terminated by the Company without cause (as defined in the Offer Letter) or Dr.Lillie resigns for good reason (as defined in the Offer Letter) within one year of the change of control, the vesting of the stock options will accelerate in full.
