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): February 25, 2020

 

ATYR PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-37378

 

20-3435077

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

3545 John Hopkins Court, Suite #250

San Diego

 

 

 

92121

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 Registrant’s telephone number, including area code: (858) 731-8389

Not Applicable

(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 obligations of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

LIFE

The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2020, the Board of Directors (the “Board”) of aTyr Pharma, Inc. (the “Company”) approved the 2019 bonus awards for the Company’s named executive officers.  The named executive officers’ other compensation for 2019 was previously reported by the Company in the Summary Compensation Table included in the Company’s prospectus, dated February 5, 2020 (the “Prospectus”), filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, relating to the Company’s Registration Statement on Form S-1, as amended (File No. 333-235951) and Registration Statement on Form S-1MEF (File No. 333-236285).  As of the date of the Prospectus, bonuses for the named executive officers had not been determined and, therefore, were omitted from the Summary Compensation Table.  Below is a revised Summary Compensation Table, which includes the bonuses paid to the named executive officers and revised total compensation figures for 2019.

 

Name and Principal Position

 

Year

 

Salary

($)

 

Stocks Awards

($) (1)

Option

Awards

($) (1)

 

Non-Equity

Incentive Plan

Compensation

($) (2)

 

All Other

Compensation

($) (3)

 

Total

($)

 

Sanjay S. Shukla, M.D., M.S.

 

2019

 

 

450,000

 

25,860

 

 

82,400

 

 

 

95,625

 

 

 

10,076

 

 

 

663,961

 

President and Chief Executive Officer

 

2018

 

 

450,000

 

 

 

780,000

 

 

 

140,549

 

 

 

9,916

 

 

 

1,380,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jill M. Broadfoot(4)

 

2019

 

 

350,000

 

12,930

 

 

20,600

 

 

 

59,500

 

 

 

11,594

 

 

 

454,624

 

Chief Financial Officer

 

2018

 

 

148,526

 

 

 

121,880

 

 

 

58,324

 

 

 

5,393

 

 

 

334,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nancy E. Denyes(5)

 

2019

 

 

335,000

 

 

 

51,500

 

 

 

49,831

 

 

 

12,932

 

 

 

449,263

 

General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Amounts shown reflect aggregate full grant date fair value of equity-based awards granted during the year in accordance with FASB ASC Topic 718. Pursuant to FASB ASC Topic 718, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)

The amounts reported for 2018 reflect the cash bonus determined by the Company’s compensation committee (the “Committee”) (for the named executive officers other than Dr. Shukla), and by the Board upon recommendation of the Committee (for Dr. Shukla), based on certain performance goals and achievement of certain developmental, clinical or regulatory milestones as specified by the Board upon recommendation of the Committee. The amounts reported for 2019 represent bonuses awarded by the Board on February 25, 2020 based upon recommendation of the Committee, and based on certain performance goals and achievement of certain developmental, clinical or regulatory milestones as specified by the Board upon recommendation of the Committee.

(3)

The amounts reported in 2019 in this column include: (i) 401(k) employer match of $9,500 and life insurance premium of $576 to Dr. Shukla; (ii) 401(k) employer match of $11,018 and life insurance premium of $576 to Ms. Broadfoot; and (iii) HSA employee contribution of $3,900, 401(k) employer match of $8,456 and life insurance premium of $576 to Ms. Denyes.

(4)

Ms. Broadfoot joined the Company and was appointed as the Company’s Chief Financial Officer on July 30, 2018.

(5)

Ms. Denyes was promoted to General Counsel on February 6, 2019 and did not serve as an executive officer in 2018.

 

 

.

 

 

2


 

 

 SIGNATURE

 

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.

 

 

ATYR PHARMA, INC.

 

 

 

 

 

 

 

By:

/s/ Jill M. Broadfoot

 

 

Jill M. Broadfoot

 

 

Chief Financial Officer

 

 

 

Date: February 28, 2020

 

 

 

 

 

 

 

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