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 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) On April27, 2017, the Companys Board of
Directors appointed Darlene Deptula-Hicks to serve as the
Companys Chief Financial Officer and Treasurer, effective May1,
2017. Prior to joining the Company, Ms.Deptula-Hicks, 59, was the
Acting Chief Financial Officer for Pieris Pharmaceuticals,Inc., a
clinical stage biotechnology company, from November2014 to
August2015, and Senior Vice President Chief Financial Officer
from September2015 to February2017. From October2014 to
September2015, Ms.Deptula-Hicks was also the Acting Chief
Financial Officer for Claritas Genomics Inc., a clinical
pediatric genetic testing company. From June2012 to October2014,
Ms.Deptula-Hicks was Executive Vice President and Chief Financial
Officer for Microline Surgical,Inc., a manufacturer of minimally
invasive reposable surgical instruments and advanced
electro-surgical devices. From 2006 to 2011, Ms.Deptula-Hicks was
Executive Vice President and Chief Financial Officer at
ICAD,Inc., a provider of advanced image analysis, workflow
solutions and radiation therapy for the early identification,
treatment and monitoring of certain cancers. Ms.Deptula-Hicks
received her M.B.A. from Rivier College and her B.S. in
accounting from Southern New Hampshire University.
(e) In connection with her appointment, the
Company entered into an offer letter agreement and change of
control severance letter agreement with Ms.Deptula-Hicks. Under
the terms of Ms.Deptula-Hickss offer letter agreement, she will
receive an initial annual base salary of $340,000 and will be
eligible to receive an annual cash bonus award targeted at 45% of
her annual base salary (pro-rated for 2017), subject to the
attainment of Company and individual performance goals. Under
such agreement, Ms.Deptula-Hicks is also entitled to severance
benefits in the form of salary continuation and reimbursement for
COBRA expenses for six months following the effective date of
termination of her employment if such termination is not for
cause and not in connection with a change of control (as defined
in the change of control severance letter agreement referenced
below). Effective as of May1, 2017, the Board granted
Ms.Deptula-Hicks an option under the Companys 2014 Incentive
Award Plan to purchase 175,000 shares of common stock of the
Company at an exercise price per share equal to $4.74, the stocks
closing price on the NASDAQ market on the grant date. The option
vests as to 25% of the shares on the first anniversary of
Ms.Deptula-Hickss employment start date and as to the remaining
shares in equal monthly installments over the following 36
months, subject to Ms.Deptula-Hickss continued service.
Ms.Deptula-Hicks has also entered into a non-compete,
non-disclosure and invention assignment agreement with us to
which he has agreed to refrain from disclosing our confidential
information indefinitely and from competing with us or soliciting
our employees or consultants for 12 months following termination
of her employment.
In addition, Ms.Deptula-Hicks and the Company entered into a
change of control severance letter agreement. The agreement
provides that, if Ms.Deptula-Hickss employment is terminated by
the Company without cause within three (3)months preceding or 12
months following a change of control or by Ms.Deptula-Hicks for
good reason within 12 months following a change of control (with
the terms cause, change of control and good reason as defined in
the change of control severance letter agreement),
Ms.Deptula-Hicks will be entitled, subject to her signing and not
revoking a general release of claims in the Companys favor, to
receive:
an amount equal to her annual base salary plus a pro-rata portion
of her target annual cash bonus for the calendar year in which
the termination occurs (based on the number of calendar days
elapsed prior to the effective date of such termination), payable
over a 12-month period following the date of termination,
reimbursement for a portion of the COBRA premiums (based on the
then-current cost-sharing rates for active employees) for
continued medical coverage for up to 12 months following her
termination,
if the termination occurs prior to the first anniversary of her
start date, accelerated vesting of the portion of her equity
awards that would have otherwise vested over the 12 month period
following the date of termination, and
if the termination occurs on or after the first anniversary of
her start date, full accelerated vesting of all of her
outstanding equity awards.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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ExhibitNo. |
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Description |
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99.1 |
Press Release dated May1, 2017 |
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. T2 BIOSYSTEMS, INC. (NASDAQ:TTOO) Recent Trading Information
T2 BIOSYSTEMS, INC. (NASDAQ:TTOO) closed its last trading session down -0.16 at 3.81 with 294,409 shares trading hands.