SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On January 17, 2017, Synthetic Biologics, Inc. (the Company)
entered into a two-year employment agreement with Dr. Joseph
Sliman (the Employment Agreement), who was promoted at the
Company from the position of Senior Vice PresidentClinical
Regulatory Affairs to the position of Chief Medical Officer. The
terms of the Employment Agreement are set forth below.
to the terms of the Employment Agreement, Dr. Sliman is entitled
to an annual base salary of $385,000 and an annual performance
bonus of up to seventy five percent (75%) of his annual base
salary. The annual bonus will be based upon the assessment of the
Companys Board of Directors (the Board) of Dr. Slimans
performance. Dr. Sliman was also granted a seven (7) year
incentive stock option to purchase at an exercise price of $0.83
per share one hundred and eighty-eight thousand nine hundred and
twenty-seven (188,927) shares of the Companys common stock,
vesting pro rata on a monthly basis over a three (3) year period.
The Employment Agreement also includes confidentiality
obligations and inventions assignments by Dr. Sliman and
non-solicitation and non-competition provisions.
The Employment Agreement has a stated term of two years but may
be terminated earlier to its terms. If Dr. Slimans employment is
terminated for any reason, he or his estate as the case may be,
will be entitled to receive the accrued base salary, vacation
pay, expense reimbursement and any other entitlements accrued by
him to the extent not previously paid (the Accrued Obligations);
provided, however, that if his employment is
terminated (i) by the Company without Cause or by Dr. Sliman for
Good Reason (as each is defined in the Employment Agreement) then
in addition to paying the Accrued Obligations, (a) the Company
will continue to pay his then current base salary and continue to
provide benefits at least equal to those that were provided at
the time of termination for a period of twelve (12) months and
(b) he shall have the right to exercise any vested equity awards
until the earlier of six (6) months after termination or the
remaining term of the awards; or (ii) by reason of his death or
Disability (as defined in the Employment Agreement), then in
addition to paying the Accrued Obligations, Dr. Sliman would have
the right to exercise any vested options until the earlier of six
(6) months after termination or the remaining term of the awards.
In such event, if Dr. Sliman commenced employment with another
employer and becomes eligible to receive medical or other welfare
benefits under another employer-provided plan, the medical and
other welfare benefits to be provided by the Company as described
herein would terminate.
The Employment Agreement provides that upon the closing of a
Change in Control (as defined in the Employment Agreement), all
unvested options shall immediately vest and the time period that
Dr. Sliman will have to exercise all vested stock options and
other awards that Dr. Sliman may have will be equal to the
shorter of: (i) six (6) months after termination, or (ii) the
remaining term of the award(s). If within one (1) year after the
occurrence of a Change in Control, Dr. Sliman terminates his
employment for Good Reason or the Company terminates Dr. Slimans
employment for any reason other than death, disability or Cause,
Dr. Sliman will be entitled to receive: (i) the portion of his
base salary for periods prior to the effective date of
termination accrued but unpaid (if any); (ii) all unreimbursed
expenses (if any); (iii) an aggregate amount (the Change in
Control Severance Amount) equal to two (2) times the sum of his
base salary plus an amount equal to the bonus that would be
payable if the target level performance were achieved under the
Companys annual bonus plan (if any) in respect of the fiscal year
during which the termination occurs (or the prior fiscal year if
bonus levels have not yet been established for the year of
termination); and (iv) the payment or provision of any other
benefits. If within two (2) years after the occurrence of a
Change in Control, Dr. Sliman terminates his employment for Good
Reason or the Company terminates Dr. Slimans employment for any
reason other than death, disability or Cause, Dr. Sliman will be
entitled to also receive for the period of two (2) consecutive
years commencing on the date of such termination of his
employment, medical, dental, life and disability insurance
coverage for him and the members of his family that are not less
favorable to him than the group medical, dental, life and
disability insurance coverage carried by the Company for him. The
Change in Control Severance Amount is to be paid in a lump sum if
the Change in Control event constitutes a change in the ownership
or a change in the effective control of the Company or a change
in the ownership of a substantial portion of a corporations
assets (each within the meaning of Section 409A of the Internal
Revenue Code (Rule 409A)), or in 48 substantially equal payments,
if the Change in Control event does not so comply with Section
409A.
The information contained in this Item 1.01 regarding the
Employment Agreement is qualified in its entirety by a copy of
the Employment Agreement attached to this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
Dr. Sliman, age 44, has been appointed as the Companys Chief
Medical Officer, effective January 17, 2017. On January 17, 2017,
the Company entered into a two-year employment agreement with Dr.
Sliman.See Item 1.01 of this Current Report on Form 8-K for a
description of the material terms of the Employment Agreement,
which terms are incorporated herein by reference.
From January 13, 2014 until January 17, 2017, Dr. Sliman served
as the Companys Senior Vice President-Clinical Regulatory
Affairs. Dr. Sliman has more than 18 years of experience in
clinical and public health research, including 10 years directing
clinical projects and product development, in therapeutic areas
such as infectious diseases and vaccines. From September 2012
until January 2014, Dr. Sliman served as Senior Medical Director
and Head of Patient Safety and Pharmacovigilance at Vanda
Pharmaceuticals Inc., where he directed efforts for a New Drug
Application for HETLIOZ (tasimelteon),which is indicated for the
treatment of Non-24 Hour Disorder in totally blind adults. From
December 2008 until August 2012, Dr. Sliman served as Medical
Director in Vaccines and Infectious Diseases at MedImmune, Inc.,
where he was a member of successful Biologics Licensure
Application teams. Prior to joining MedImmune, Inc., he served as
Associate Medical Director at Dynport Vaccine Company, where he
was the clinical director for seasonal and pandemic influenza
vaccine trials as well as its Defense Vaccines development
program (partnered with Department of Defense Joint Vaccines
Acquisition Program). During his service in the United States
Navy, Dr. Sliman led the U. S. Pacific Fleet disease surveillance
programs, including influenza surveillance, preparedness, and
prevention, as well as communicable disease and injury
surveillance and prevention and health policy development. Dr.
Sliman earned an M.D. from the Uniformed Services University, a
Masters Degree in Public Health from the Johns Hopkins University
School of Public Health, and a B.S. in Molecular and Cell
Biology, with Honors in Biology, from Pennsylvania State
University.
There are no family relationships between Dr. Sliman and any
director, executive officer or person nominated or chosen by the
Company to become as director or executive officer of the
Company. Additionally, there have been no transactions involving
Dr. Sliman that would require disclosure under Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
The following exhibit is being filed as part of this Current
Report on Form 8-K.
|
Exhibit Number |
Description |
|
|
10.1 |
Employment Agreement, dated January 17, 2017, by and between Dr. Joseph Sliman and Synthetic Biologics, Inc. |
About SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN)
Synthetic Biologics, Inc. is a clinical-stage company. The Company is engaged in developing therapeutics to protect the gut microbiome while targeting pathogen-specific diseases. The Company’s lead product candidates in Phase II development are SYN-010, which is intended to reduce the impact of methane-producing organisms in the gut microbiome to treat an underlying cause of irritable bowel syndrome with constipation (IBS-C), and SYN-004, which is designed to protect the gut microbiome (gastrointestinal (GI) microflora) from the effects of certain commonly used intravenous (IV) antibiotics for the prevention of C. difficile infection (CDI) and antibiotic-associated diarrhea (AAD). Its other product candidates include SYN-007, SYN-006, SYN-005, SYN-200 and SYN-020. The Company is also developing preclinical-stage monoclonal antibody therapies for the prevention and treatment of pertussis, and discovery-stage biotherapeutics for the treatment of phenylketonuria (PKU). SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) Recent Trading Information
SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) closed its last trading session down -0.009 at 0.820 with 648,248 shares trading hands.