T2 BIOSYSTEMS, INC. (NASDAQ:TTOO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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T2 BIOSYSTEMS, INC. (NASDAQ:TTOO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

T2 BIOSYSTEMS, INC. (NASDAQ:TTOO) 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

As previously disclosed on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019, (the “July 2019 Form 8-K”) on July 25, 2019, John McDonough notified T2 Biosystems, Inc. (the “Company”) of his resignation as President and Chief Executive Officer (“CEO”) of the Company, effective as of the date on which his successor commences employment with the Company or such earlier date as determined by the Board of Directors of the Company (the “Board”). On January 8, 2020, the Board appointed John Sperzel to serve as the Company’s CEO, effective immediately, and accepted Mr. McDonough’s resignation, effective January 8, 2020 (the “Separation Date”). As previously disclosed and in accordance with the terms of his employment agreement with the Company, as amended, Mr. McDonough will be entitled to receive the separation payments and benefits described in the July 2019 Form 8-K if he timely executes a general release of claims in the Company’s favor. Mr. McDonough is expected to continue to provide services to the Company after the Separation Date as non-executive Chairman of the Board.

On January 8, 2020, the Board appointed John Sperzel to serve as the Company’s President and CEO, effective immediately. Prior to joining the Company, Mr. Sperzel, 56, was the Chief Executive Officer, President and a member of the Board of Directors of Chembio Diagnostics, Inc., a point-of-care diagnostics company focused on infectious diseases from March 2014 to January 2020. From September 2011 to December 2013, Mr. Sperzel was the Chief Executive Officer and President of International Technidyne Corporation, a developer of point-of-care cardiovascular diagnostic testing solutions. Mr. Sperzel received his Bachelor of Science degree in Business Administration/Management from Plymouth State College.

On January 8, 2020, the Board also appointed Mr. Sperzel as a Class II Director, to service on the Board until the 2022 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

In connection with his appointment as President and CEO, the Company entered into an employment agreement with Mr. Sperzel. Under the terms of Mr. Sperzel’s employment agreement, he will receive an initial annual base salary of $500,000 and will be eligible to receive an annual cash bonus award targeted at 75% of his annual base salary, subject to the attainment of Company and individual performance goals. Effective as of January 8, 2020, the Board granted Mr. Sperzel an option under the T2 Biosystems, Inc. Inducement Award Plan to purchase 3,000,000 shares of common stock of the Company at an exercise price per share equal to the stock’s closing price on the NASDAQ market on the grant date. The option vests in 48 substantially equal monthly installments over the four years following the date the options were granted, subject to Mr. Sperzel’s continued service with the Company through the applicable vesting date.

If Mr. Sperzel’s employment is terminated by the Company without cause or by Mr. Sperzel for good reason, in each case, other than on or within 12 months following the date of a change of control (with the terms “cause,” “change of control” and “good reason” as defined in the employment agreement referenced above), subject to his signing and not revoking a general release of claims in the Company’s favor, to receive:

If Mr. Sperzel’s employment is terminated by the Company without cause or by Mr. Sperzel for good reason on or within 12 months following the date of a change of control, Mr. Sperzel will be entitled, subject to his signing and not revoking a general release of claims in the Company’s favor, to receive:

A complete copy of Mr. Sperzel’s employment agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. The above description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Mr. Sperzel has also entered into a non-compete, non-disclosure and invention assignment agreement with the Company to which he has agreed to refrain from disclosing the Company’s confidential information indefinitely and from competing with the Company or soliciting the Company’s employees or consultants for 12 months following termination of his employment.

On January 8, 2020, the Board approved an amendment and restatement of the Company’s Inducement Award Plan (as amended and restated, the “Plan”), which was adopted by the Board without stockholder approval to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”), to reserve an additional 4,000,000 shares of the Company’s common stock for issuance under the Plan. In accordance with Rule 5635(c)(4), awards under the Plan may only be made to a newly hired employee who has not previously been a member of the Board, or an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary.

A complete copy of the Plan, as amended, and the forms of stock option agreement, restricted stock agreement and the restricted stock unit agreement to be used thereunder are filed herewith as Exhibit 10.2 and incorporated herein by reference. The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    Press Release dated January 9, 2020


T2 Biosystems, Inc. Exhibit
EX-10.1 2 d861964dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”),…
To view the full exhibit click here

About T2 BIOSYSTEMS, INC. (NASDAQ:TTOO)

T2 Biosystems, Inc. is an in vitro diagnostics company engaged in developing a technology platform offering an alternative to diagnostic methodologies. The Company’s T2 Magnetic Resonance platform (T2MR) enables detection of pathogens, biomarkers and other abnormalities in a range of unpurified patient sample types, including whole blood, plasma, serum, saliva, sputum and urine, and can detect cellular targets at limits of detection as one colony forming unit per milliliter (CFU/mL). The Company’s initial development efforts target sepsis, hemostasis and Lyme disease. T2MR is a miniaturized, magnetic resonance-based approach that measures how water molecules react in the presence of magnetic fields. Its platform detects a range of targets, including molecular targets, such as deoxyribonucleic acid (DNA), immunodiagnostics, such as proteins, and a range of hemostasis measurements. The Company offers T2Dx Instrument (T2Dx) and the T2Candida Panel.