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 May 17, 2021, NeuBase
Therapeutics, Inc. (the “Company”) appointed Dr. Kianoush (Kia) Motesharei, Ph.D., as the Company’s Chief Business and
Strategy Officer, effective May 24, 2021. There are no reportable family relationships or related party transactions (as defined in Item
404(a) of Regulation S-K) involving the Company and Dr. Motesharei. Dr. Motesharei will report to Dr. Dietrich
Stephan, the Company’s President and Chief Executive Officer.
Dr. Motesharei, Ph.D.,
51, brings over 20 years of experience in management, strategy, business development, alliance management, product development and marketing
across the biotechnology and pharmaceutical industry. Dr. Motesharei was previously the Senior Vice President of Business Development
& Corporate Strategy with Akcea Therapeutics during 2020. Before that, he was Vice President, Global Head Licensing & Business
Development, Neurology & Immunology at Merck KGaA from 2013 to 2019, Vice President of Business Development & Alliance Management
at Dyax from 2011 to 2013, Chief Business Officer at the French biotech company Genfit from 2007 to 2010 and Vice President of Corporate
Development at ActivX. Dr. Motesharei has a successful track record of approximately 100 transactions which include research and strategic
alliances, product and technology licensing, distribution, divestitures, financings and M&A agreements with major pharmaceutical and
biotechnology companies in the US, Europe, Japan, China, LATAM and the Middle East. Dr. Motesharei received his BA in Chemistry from Colorado
College and his Ph.D. in Organic Chemistry from the University of California, Los Angeles. He completed his postdoctoral training at The
Scripps Research Institute as an NIH Fellow.
On May 17, 2021, the
Company entered into an offer letter with Dr. Motesharei (the “Offer Letter”). Pursuant to the Offer Letter,
Dr. Motesharei’s annual salary will be $410,000, and he will be eligible for an annual performance bonus with a target of
40% of his base salary. He will also be paid a one-time signing bonus in the amount of $100,000. Dr. Motesharei’s
employment will be on an “at will” basis. Additionally, the Company will grant Dr. Motesharei an option to purchase
250,000 shares of the Company’s common stock (the “Option”) under the Company’s 2019 Stock Incentive Plan
(the “2019 Plan”). Subject to Dr. Motesharei’s continued employment with the Company, 1/4th of the shares
underlying the Option will vest on the first anniversary of Dr. Motesharei’s start date, and 1/36th of the remaining
shares underlying the Option will vest at the end of each calendar month thereafter. Dr. Motesharei also entered into the
Company’s standard indemnification agreement and standard confidentiality and invention assignment agreement with the
Company.
If Dr. Motesharei is terminated
by the Company without cause or Dr. Motesharei resigns for good reason (defined generally as a reduction in his salary amongst similarly-situated
employees, relocation, or a material diminution in title, duties or responsibilities), in either case, within twelve months following
a change in control (as defined in the 2019 Plan), then, subject to the execution and delivery of a general release of all claims, his
then outstanding, unvested Option, if any, will vest and be exercisable as to all of the covered shares. If Dr. Motesharei is terminated
by the Company without cause (whether or not in connection with a change in control), the Company will be obligated to pay Dr. Motesharei
(1) severance pay at a rate equal to 100% of his base salary for a period of twelve months from the date of termination, (2) reimbursement
of twelve months of health benefits (COBRA subsidization) in accordance with the Company’s standard expense reimbursement procedures
and (3) subject to the discretion of the Company’s board of directors, a prorated portion of his annual bonus target for the year
of termination.
The foregoing description
of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.