Trovagene,Inc. (NASDAQ:TROV) 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.
On August15, 2017, Trovagene,Inc. (the “Company”) entered into a stock award agreement (the “Agreement”) with William J. Welch, the Company’s CEO (the “Executive”), to which an initial grant of 745,392 shares of common stock (the “Grant”) was issued to the Executive under the Company’s 2014 Equity Incentive Plan, as amended (the “Plan), all of which shares vested upon grant. In addition, the Company agreed to make additional grants of common stock (the “Additional Grants”) to the Executive on a quarterly basis beginning on January15, 2018 and continuing until October15, 2019. All grants will be vested upon date of grant and are subject to a one year lock-up from each date of grant. It is intended that, in the aggregate, the shares issued to the Executive under the Agreement will constitute 5% of the issued and outstanding shares of common stock as of the last grant date scheduled for October15, 2019 (the “Award Shares”). The Additional Grants shall be adjusted as is necessary to maintain such percentage. The Compensation Committee of the Board in its discretion may decide to make such Additional Grants at an earlier date or dates.
to the Agreement, the Company has agreed to pay to or on behalf of the Executive the amount necessary to satisfy the full amount of the Executive’s federal, state and local taxes as a result of the grant of the Award Shares. Upon the date the Executive ceases to be an employee of the Company for any reason, the Company may elect to repurchase all or any portion of the vested Award Shares at a price equal to the fair market value of the Award Shares. In addition, upon the consummation of a sale of the Company, a termination by the Company without Cause (as defined in the employment agreement dated May6, 2016 between the Company and the Executive (the “Employment Agreement”)) or the Executive’s resignation for Good Reason as defined in the Employment Agreement, the Executive shall be entitled to receive either (i)cash in an amount equal to the difference between the fair market value of the Award Shares then held by Executive and the fair market value of the Award Shares Executive would have received if he held 5% of the issued and outstanding shares of common stock of the Company or (ii)such additional grants as is necessary to increase the Executive’s total Award Shares to equal 5% of the shares of common stock issued and outstanding as of such date.
The foregoing description of the terms of the Stock Award Agreement is not complete and is qualified in its entirety by reference to the full extent thereof, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2017.
About Trovagene,Inc. (NASDAQ:TROV)
Trovagene, Inc. (TrovaGene) is a molecular diagnostic company. The Company focuses on the development and commercialization of a molecular diagnostic technology for use in disease detection and monitoring across a range of medical disciplines. Its primary internal focus is to leverage its cell-free molecular diagnostic platform to facilitate improvements in the field of oncology, while its external focus includes entering into license agreements or collaborations to develop its technology in areas, such as infectious disease, transplant medicine and prenatal genetics. It has ongoing clinical collaborations to demonstrate the ability to determine and monitor mutational status and response to therapy in lung, colon, pancreatic and skin cancer. It uses its molecular diagnostic technology for the detection of cell-free deoxyribonucleic acid (DNA) originating from diseased cell death that can be isolated and detected from urine, blood and tissue samples to develop disease management.