Current Report Filing (8-k)
February 12 2020 - 4:05PM
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):
February 6, 2020
NABRIVA THERAPEUTICS PLC
(Exact name of registrant as specified in
its charter)
Ireland
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001-37558
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Not Applicable
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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
No.)
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25-28 North Wall Quay,
IFSC, Dublin 1, Ireland
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (610) 816-6640
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 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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Ordinary Shares, nominal value
$0.01 per share
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NBRV
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The Nasdaq Global Market
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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 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.
Effective as of February 6, 2020, the Board of Directors (the
“Board”) of Nabriva Therapeutics plc (the “Company”) granted restricted share units (“RSUs”)
and, subject to shareholder approval, options awards to purchase ordinary shares to the Company’s executive officers. The
following table sets forth the number of ordinary shares underlying the RSUs and options awarded by the Board to the Company’s
executive officers:
Name
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RSUs(1)
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Options(2)
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Theodore Schroeder
Chief Executive Officer
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343,800
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687,500
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Steven Gelone
President and Chief Operating Officer
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155,000
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310,000
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Jennifer Schranz
Chief Medical Officer
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105,000
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210,000
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Gary Sender
Chief Financial Officer
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105,000
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210,000
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Francesco Maria Lavino
Chief Commercial Officer
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105,000
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210,000
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Robert Crotty
General Counsel and Secretary
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105,000
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210,000
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(1) Each of these RSUs has a grant date of February 6, 2020
and will vest over a four-year period beginning on the date of grant. Twenty-five percent (25%) of each RSU award will vest on
the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of each RSU award will vest on
a monthly pro-rata basis over the remaining vesting period. Each of the RSU awards is subject to such officer’s continued
employment with the Company and the other terms and conditions under the Company’s 2017 Share Incentive Plan.
(2) Each of these option awards has a grant date of February
6, 2020 and will vest over a four-year period beginning on the date of grant. Twenty-five percent (25%) of each option award will
vest on the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of each option award will
vest on a monthly pro-rata basis over the remaining vesting period. The exercise price per share for these share option awards
was the closing sale price of the ordinary shares of the Company on the Nasdaq Global Market on the grant date. Each of the option
awards is subject to such officer’s continued employment with the Company and the other terms and conditions under a new
share incentive plan adopted by the Board, which the Company expects to submit to its shareholders for approval at its 2020 annual
general meeting. If shareholder approval is not obtained, these options will remain outstanding and will convert into cash-settled
share appreciation rights.
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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NABRIVA
THERAPEUTICS PLC
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Date: February
12, 2020
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By:
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/s/ Gary Sender
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Gary Sender
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Chief Financial Officer
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