Current Report Filing (8-k)
April 09 2018 - 4:26PM
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): April 3, 2018
______________________
Kadmon Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37841
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27-3576929
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification Number)
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450 East 29
th
Street
New York, New York 10016
(Address of principal executive offices
and zip code)
(212) 308-6000
(Registrant's telephone number, including
area code)
Former name or former address, if changed
since last report: N/A
______________________
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
x
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.
x
ITEM 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2018 (the “
Grant Date
”),
the Compensation Committee of the Board of Directors (the “
Board
”) of Kadmon Holdings, Inc. (“
Kadmon
”)
approved a grant of nonqualified performance-based stock options (the “
Options
”) under the Kadmon 2016 Equity
Incentive Plan, as amended (the “
Plan
”) to certain of Kadmon’s executive officers. Dr. Harlan W. Waksal,
President and Chief Executive Officer, Konstantin Poukalov, Executive Vice President and Chief Financial Officer, and Steven N.
Gordon, Executive Vice President, General Counsel, Chief Administrative, Compliance and Legal Officer (each, a “
Grantee
”)
were granted 982,500, 307,500 and 307,500 Options, respectively, which represents the maximum number of Options that may be earned
if all three performance milestones (each, a “
Performance Goal
”) are achieved during the three-year period following
the Grant Date (the “
Performance Period
”), as described below. If two of the three Performance Goals are achieved
during the Performance Period, two-thirds of the Options may be earned (the “
Target
” number of Options), and
if one of the three Performance Goals are achieved during the Performance Period (the minimum performance threshold for the Options),
one-third of the Options may be earned. In addition to the achievement of the Performance Goals, the Options are also subject to
time-based vesting requirements. Each Option was granted with an exercise price of $4.06 per share.
The Options may be earned based on the achievement
of three separate Performance Goals related to Kadmon’s operating and research and development activities during the Performance
Period, subject to the Grantee’s employment through the achievement date. If no Performance Goals are achieved during the
Performance Period, the Options will be forfeited. Any Options earned upon the achievement of a Performance Goal will generally
vest in three equal installments on specified vesting dates between the date of achievement of the Performance Goal and the third
anniversary of the Grant Date based on continued employment;
provided
, that, if the relevant achievement date for a Performance
Goal occurs after the second anniversary of the Grant Date, the full vesting of the Options earned will occur on the one year anniversary
of the date of achievement of the applicable Performance Goal.
Unvested Options will be forfeited upon
the Grantee’s termination of employment, unless the Grantee is terminated by Kadmon without cause or resigns for good reason
or due to the Grantee’s death or disability, in which case earned but unvested Options will accelerate and vest (and unearned
Options will be forfeited). If the Grantee is terminated by Kadmon for cause, all Options, whether earned, unearned, vested or
unvested, will be forfeited. If a change in control (as defined in the Plan) occurs during the Performance Period, the Target number
of Options will be deemed earned (if not previously earned), and any unearned Options will be forfeited. In addition, following
a change in control (whether such change in control occurs within or after three years following the Grant Date), and subject to
the terms of the Plan, Options earned upon such change in control will vest on the first anniversary of the change in control based
on continued employment, and any Options earned prior to the change in control will vest no later than the first anniversary of
the change in control based on continued employment;
provided
, that, in each case, any unvested Options will vest upon a
Grantee’s earlier termination by Kadmon without cause or resignation for good reason.
The description of the Options contained
herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan and the individual
stock option award agreements, which are in substantially the same form as the copy of the form of stock option award agreement
attached hereto as Exhibit 10.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
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Kadmon Holdings, Inc.
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Date: April 9, 2018
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By:
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/s/ Konstantin Poukalov
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Name:
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Konstantin Poukalov
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Title:
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Executive Vice President, Chief Financial Officer
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