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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Amendment to Transition Services Agreement with Kevin G. Peters, M.D.
On April 1, 2021, Aerpio Pharmaceuticals, Inc. (the Company) entered into an Amendment to Transition Services Agreement (the
Amendment) with Kevin G. Peters, M.D., the Companys former Chief Scientific Officer and Chief Medical Officer, and a named executive officer for 2020 under Regulation S-K 402.
Under his original transition services agreement entered into on February 9, 2021, Dr. Peters is eligible to receive certain severance and other benefits if he is terminated after a change of control (as defined in such agreement) of the
Company or if he is terminated within three months prior to a change of control. The Amendment, among other things, lengthens the foregoing period of time to five months prior to a change of control. Except as modified by the Amendment, the original
transition services agreement with Dr. Peters continues in full force and effect.
The foregoing description of the amendment to transition services
agreement with Dr. Peters is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Consulting Services Agreement with Kevin G. Peters, M.D.
On April 1, 2021, Dr. Peters also entered into a Consulting Services Agreement (the Consulting Agreement) with the Company, pursuant to
which Dr. Peters has agreed to provide certain consulting services as an independent contractor to the Company at a rate of $300 per hour. Unless earlier terminated by the parties, the term of the Consulting Agreement will end on July 1,
2021. For his continued service relationship with the Company, stock option awards held by Dr. Peters will continue to vest for the duration of the Consulting Agreement.
The foregoing description of the consulting services agreement with Dr. Peters is qualified in its entirety by reference to the complete text of such
agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Acceleration of
Equity Awards
On March 29, 2021, the Companys board of directors determined, in its capacity as administrator of the Companys equity
incentive plans, to accelerate equity awards held by certain individuals so that they would become fully vested and exercisable as of the effective time of a Sale Event (as defined in the Companys 2017 Stock Option and Incentive Plan),
including those held by Joseph H. Gardner, Ph.D., the Companys president and founder, and Regina Marek, the Companys vice president of finance, each a named executive officer under Regulation
S-K 402 for 2020. The existing employment agreements for each of Dr. Gardner and Ms. Marek provide for acceleration of equity held by them under certain circumstances as described therein, and the
foregoing action by the board of directors operates expressly to accelerate such awards upon a Sale Event.