Current Report Filing (8-k)
August 17 2017 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2017
SAREPTA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-14895
(Commission
File
Number)
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93-0797222
(IRS Employer
Identification No.)
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215 First Street
Suite 415
Cambridge,
MA
(Address of principal executive offices)
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02142
(Zip Code)
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Registrants telephone number, including area code: (617) 274-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 26, 2017, Edward M. Kaye, M.D. tendered his resignation as President and Chief Executive Officer of Sarepta Therapeutics, Inc.
(the
Company
) effective on that date. Also on June 26, 2017, Dr. Kaye tendered his resignation as a director of the Company, effective upon a date to be determined by the Companys Board of Directors (the
Board
) or the Boards Nominating and Corporate Governance Committee. On August 17, 2017, the Board accepted Dr. Kayes resignation as a director and approved his engagement as an independent consultant to the
Company. Also on August 17, 2017, Dr. Kaye delivered to the Company a General Release in favor of the Company that provides, in exchange for a release of claims, certain payments and benefits, all as set forth in his Amended and Restated
Employment Agreement dated September 20, 2016 (the
Employment Agreement
).
In connection with his engagement as a
consultant, the Company entered into a Consulting Agreement (the
Agreement
) with Dr. Kaye, commencing on August 17, 2017 (the
Effective Date
) and ending upon the first to occur of
(a) Dr. Kayes death or permanent disability and (b) August 17, 2018. At the Companys option, the Agreement may be extended for up to an additional year, and the Company may terminate the Agreement upon written notice
provided to Dr. Kaye (the period of time between the Effective Date and the termination of the Agreement is referred to herein as the
Consulting Period
). Pursuant to the terms of the Agreement, Dr. Kaye will answer
questions with respect to matters within the scope of his responsibilities as President and Chief Executive Officer of the Company, cooperate with the Company with respect to proceedings or internal investigations involving such matters, and provide
general consulting services to the Company regarding the Company and its business activities. Dr. Kaye will provide these services on an as needed basis, but in no event will exceed 10 hours a week. Under his applicable agreements,
Dr. Kaye is entitled to continued vesting of certain equity awards during the Consulting Period. In consideration for his consulting services, the Company will pay Dr. Kaye $500.00 per hour.
The foregoing description of the terms of the Agreement is not complete and is qualified in its entirety by reference to the full text
thereof, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Dated: August 17, 2017
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SAREPTA THERAPEUTICS, INC.
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By:
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/s/ Douglas S. Ingram
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Name:
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Douglas S. Ingram
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Title:
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President and Chief Executive Officer
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