Recro Pharma, Inc. (NASDAQ:REPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As of June5, 2017, Donna Nichols, the Chief Accounting Officer
and Controller of Recro Pharma, Inc. (the Company) is no
longer employed with the Company.
On June5, 2017, the Company appointed Ryan Lake as Senior Vice
President of Finance and Chief Accounting Officer of the Company.
In connection with Mr.Lakes appointment, the Company entered into
an employment agreement (the Employment Agreement), dated
June5, 2017, with Mr.Lake, to which Mr.Lake receives an annual
base salary of $270,000, subject to review and adjustment from
time to time, in the discretion of the Companys Compensation
Committee of the Board (the Compensation Committee), and a
signing bonus of $65,000. to the Employment Agreement, Mr.Lake is
eligible to participate in the Companys incentive bonus plan in
amounts and percentages as determined by the Compensation
Committee, with a target cash bonus equal to 35% of his annual
base salary. Mr.Lake is also eligible to participate in the
Companys benefits programs (including equity incentive plans).
The initial term of the Employment Agreement is one year and
automatically renews for one-year periods, unless terminated by
either party upon 30 days written notice.
to the Employment Agreement, if the Company terminates Mr.Lakes
employment without cause (as defined in the Employment Agreement)
or if Mr.Lake resigns for certain reasons described below within
12 months of a change of control (as defined in the Employment
Agreement), Mr.Lake will be entitled to receive (i)his base
salary, (ii)the value of any accrued but unused vacation and paid
time off, (iii)any earned but unpaid bonus, (iv)reimbursement of
any proper business expenses, in each case through and as of the
date of termination (collectively, the Accrued Benefits),
(v)continuation of his base salary for twelve months from the
date of termination; (vi)his pro-rata annual bonus as of the date
of termination; and (vii)outplacement services for a period of 12
months following the date of termination, which shall not exceed
$25,000 . If Mr.Lakes employment is terminated as a result of his
death or disability (as defined in the Employment Agreement), he
or his estate, as applicable, would be entitled to receive (i)the
Accrued Benefits, (ii)continuation of his base salary for six
months from the date of termination; and (iii)his pro-rata annual
bonus as of the date of termination.
Additionally, the Board approved grants to Mr.Lake, effective on
June5, 2017, of (i)an option to purchase 65,000 shares (the
Option) of the Companys common stock and (ii)a restricted
stock unit award covering 10,000 shares of the Companys common
stock (the RSU Award), each as an inducement material to
his acceptance of employment with the Company in accordance with
NASDAQ Listing Rule 5635(c)(4). The Option will vest in equal
monthly installments over 48 months, beginning one month from the
date of grant, subject to continued employment with the Company.
The RSU Award will vest in four equal annual installments
beginning on the first anniversary of the grant date, subject to
continued employment with the Company. The Option and the RSU
Award will each vest upon a change in control of the Company.
The description of the Employment Agreement contained herein does
not purport to be complete and is qualified in its entirety by
reference to the complete text of the Employment Agreement, a
copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1, and is incorporated herein by reference.
Mr.Lake, age 39, has served as the Vice President of Finance and
Chief Financial Officer of Aspire Bariatrics, Inc., or Aspire, a
commercial-stage medical device company, from July 2015 to May
2017. Prior to joining Aspire, Mr.Lake held various executive
management and senior finance positions, including Director of
the Natural Materials Division, Controller and Senior Director of
Finance, at DSM Biomedical, a division of Royal DSM, a
biomaterials company, from June 2012 until July 2015. Prior to
that, Mr.Lake held various senior financial positions, most
notably Senior Director of Finance and Interim CFO, with Kensey
Nash Corporation, a biomaterials company, from 2002 until its
acquisition by Royal DSM in June 2012.
There are no family relationships between Mr.Lake and any
director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required
to be disclosed to Item404(a) of Regulation S-K.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Document |
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| 10.1 |
Employment Agreement, dated June 5, 2017, between Recro Pharma, Inc. and Ryan Lake. |
About Recro Pharma, Inc. (NASDAQ:REPH)
Recro Pharma, Inc. is a clinical-stage specialty pharmaceutical company. The Company is engaged in developing products for hospitals and ambulatory care settings that is developing non-opioid products for treatment of serious acute pain. The Company’s lead product candidate is an injectable form of meloxicam. Its product candidates for pain indications include injectable meloxicam, a product candidate in development for the treatment of acute post-operative pain; Dex-IN, a product candidate under development for the treatment of post-operative pain; Dex-SL, a product candidate for the treatment of chronic pain, and Fadolmidine (Fado), a product candidate used by injection into the spine for pain associated with surgery or certain types of chronic pain and which the Company pursues as a topical product for local application to treat serious pain associated with nerve damage to local tissues (neuropathies), especially of the lower extremities, which can occur in diabetic patients.