Zafgen, Inc. (NASDAQ:ZFGN) 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.
For purposes of the Severance and Change in Control Agreement, a “change in control” shall be deemed to have occurred upon the occurrence of any one of the following events:
|•||the sale or exclusive out-license (even as to the Company) of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;|
|•||a merger, reorganization or consolidation to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power or fair market value of the stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction;|
|•||the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert; or|
|•||any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.|
The foregoing summary of the Hatfield Offer Letter and Severance and Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the complete Hatfield Offer Letter and Severance and Change in Control Agreement, which are attached as Exhibits 10.2 and 10.3 hereto and incorporated herein by reference.
Item 5.02 Other Events.
On October 10, 2017 and October 12, 2017, the Company issued press releases announcing the matters discussed in Item 5.02 above. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2 to this Report on Form 8-K, which are incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
|10.1||Employment Offer Letter Agreement by and between Zafgen, Inc. and Thomas E. Hughes, effective as of October 9, 2017.|
|10.2||Employment Offer Letter Agreement by and between Zafgen, Inc. and Jeffrey S. Hatfield, effective as of October 9, 2017.|
|10.3||Severance and Change in Control Agreement by and between Zafgen, Inc. and Jeffrey S. Hatfield, effective as of October9, 2017.|
|99.1||Press release issued by Zafgen, Inc. on October 10, 2017.|
|99.2||Press release issued by Zafgen, Inc. on October 12, 2017.|
ZAFGEN, INC. ExhibitEX-10.1 2 d663471dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 October 3,…To view the full exhibit click
About Zafgen, Inc. (NASDAQ:ZFGN)
Zafgen, Inc. is a biopharmaceutical company. The Company is focused on improving the health and well-being of patients affected by obesity and complex metabolic disorders. The Company’s lead product candidate, Beloranib, is a twice-weekly subcutaneous injection being developed for the treatment of multiple indications, including severe obesity in rare diseases, such as Prader-Willi syndrome (PWS) and hypothalamic injury-associated obesity (HIAO), including craniopharyngioma-associated obesity. Beloranib is in Phase III stage of development for PWS. It is also developing ZGN-839, a liver-targeted methionine aminopeptidase 2 (MetAP2) inhibitor, for the treatment of nonalcoholic steatohepatitis (NASH) and abdominal obesity, as well as other second-generation MetAP2 inhibitors for the treatment of severe obesity. It is also evaluating additional MetAP2 inhibitors beyond Beloranib as a development candidate for the treatment of severe obesity in the general population.