OXFORD IMMUNOTEC GLOBAL PLC (NASDAQ:OXFD) 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
As previously reported, on September 25, 2018, Oxford Immunotec Global PLC (the “Company”), entered into a Limited Liability Company Interest Purchase Agreement with Quest Diagnostics Incorporated, a Delaware corporation (“Quest”), Oxford Immunotec Limited, a limited company incorporated in England and Wales and a wholly owned subsidiary of the Company (“Oxford Limited”) and Oxford Immunotec, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, to which Oxford Limited agreed to sell, and Quest agreed to acquire, the Company’s U.S. laboratory services business for gross proceeds of $170million in cash (the “Transaction”).
In connection with the Transaction, on October 1, 2018, the Company entered into a Special Bonus Agreement (the “Bonus Agreement”) with certain key employees of the Company. to the Bonus Agreement, the Company will provide cash retention bonus awards to certain employees, with each such cash bonus award becoming payable in a single lump sum if the closing of the Transaction occurs prior to March 31, 2019, and if the employees (i) are continuously employed by the Company from the date of the Bonus Agreement through the retention date specified in the employee’s Bonus Agreement, or, if earlier, the date on which the employee’s employment with the Company and its affiliates is involuntary terminated without Cause, as defined in the Bonus Agreement (the “Retention Period”), (ii) are not terminated by the Company with Cause during the Retention Period and (iii) actively work to timely achieve all applicable milestones or other requirements for transition services provided in connection with the Transaction during the Retention Period.
With respect to the named executive officers of the Company, Dr. Peter Wrighton-Smith, Ph.D., the Chief Executive Officer of the Company, will be eligible to receive a cash bonus award of £150,000 (or $195,376, based on the British Pound/U.S. Dollar exchange rate on October 1, 2018 of 1.3040), and Richard Altieri, the Chief Financial Officer of the Company, will be eligible to receive a cash bonus award of $159,000, to Bonus Agreements entered into by each with the Company.
The foregoing description is qualified in its entirety by the form of Bonus Agreements, copies of which will be filed as an exhibit to the Registrant’s next periodic report.
About OXFORD IMMUNOTEC GLOBAL PLC (NASDAQ:OXFD)
Oxford Immunotec Global PLC is a global, commercial-stage diagnostics company focused on developing and commercializing tests for the management of immune-regulated conditions. The Company’s T-SPOT technology platform allows it to measure the responses of specific immune cells to inform the diagnosis, prognosis and monitoring of patients with immune-regulated conditions. Its development activities are principally focused on approximately four areas: chronic infections; transplantation; autoimmune and inflammatory disease, and immune-oncology. The Company’s autoimmune and inflammatory disease programs include its SpiroFind assay, targeting Lyme disease; GoutiFind, targeting gout, and Stratokine, targeting efficacy of biologic therapies. Its T-SPOT.TB test is used to test for Tuberculosis (TB) infection. Its T-SPOT.CMV assay is used to assess the strength of a patient’s cellular immune response to cytomegalovirus (CMV), infection. It is also developing T-SPOT.PRT and T-SPOT.ICA.