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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 11, 2020
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INNOVIVA, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-30319
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94-3265960
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(State or Other
Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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1350
Bayshore Highway
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Suite
400
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Burlingame, California 94010
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(650)
238-9600
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(Addresses, including zip code, and telephone numbers, including
area code, of principal executive offices) (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 (see General Instruction A.2.
below):
◻ 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))
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.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On May 20, 2020, Innoviva, Inc. (the “Company”) hired and appointed
Pavel Raifeld as its new Chief Executive Officer, effective as of
May 20, 2020, and ended, effective as of the close of business on
May 20, 2020, the employment of Geoffrey L. Hulme, who was serving
as the Company’s Interim Principal Executive Officer (in each case,
as set forth in the Form 8-K filed by the Company with the
Commission on May 26, 2020). In connection with the
transition, the Company and Mr. Hulme entered into a
consulting and separation agreement dated June 11, 2020
(the “Transition Agreement”) under which the Company has
agreed to engage Mr. Hulme as a consultant following his
employment termination through May 20, 2021, provided that the
Company may terminate Mr. Hulme’s services earlier (i) for
“cause” or (ii) in the event of Mr. Hulme’s failure to
complete his consulting services to the reasonable satisfaction of
the Company. During the consulting period, Mr. Hulme will,
among other things, assist in the transition of his duties and
responsibilities to Mr. Raifeld and other employees of the
Company in exchange for a monthly consulting fee of $41,667.
In addition, the Transition Agreement provides that, in exchange
for a mutual release of claims, the Company will pay (or reimburse)
Mr. Hulme for the cost of his monthly premium under COBRA until the
later of (i) the last day of his consulting period or
(ii) August 20, 2020, in either case, to the extent permitted
by applicable law without any penalty to Mr. Hulme or the Company
or its affiliates and subject to Mr. Hulme’s election of COBRA
continuation coverage under the Company’s group health plan.
The foregoing description of the terms and conditions of the
Transition Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the
Transition Agreement, a copy of which is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference in its entirety.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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INNOVIVA, INC.
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Date: June 12, 2020
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By:
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/s/ Pavel
Raifeld
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Pavel Raifeld
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Chief Executive Officer
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