| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Peter Hoang as President
and Chief Executive Officer and Director
On April 27, 2023, Peter Hoang, the Company’s
President and Chief Executive Officer, resigned from his operating role, effective May 1, 2023. Mr. Hoang also resigned as a member of
the Company’s Board of Directors (the “Board”), effective immediately. Mr. Hoang’s decision to leave
the Board was not based on any disagreement with the Company or its management.
In connection with his resignation, Mr. Hoang
and the Company entered into the Separation Agreement (the “Separation Agreement”), dated as of April 27, 2023,
providing for the terms of Mr. Hoang’s separation from employment with the Company effective May 1, 2023. Under the Separation Agreement,
the Company has agreed, provided that Mr. Hoang does not revoke the Separation Agreement during the seven-day period following his signing
of the agreement, to provide Mr. Hoang with the following separation payments and benefits: (i) a payment equal to 12 months of his annual
base salary, as in effect at the date of his separation from the Company, less all applicable taxes and withholdings, to be paid in a
lump sum; and (ii) subject to Mr. Hoang’s election of COBRA, payment of the premiums for group health and/or dental insurance coverage
under COBRA until the earlier of (a) May 30, 2024, (b) the date on which Mr. Hoang becomes eligible to receive group health insurance
coverage through another employer, or (c) the date Mr. Hoang ceases to be eligible for COBRA continuation coverage for any reason. The
Separation Agreement contains releases, subject to customary exceptions, and covenants not to disparage.
The foregoing description of the Separation Agreement
does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which will be filed
with the SEC in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.
Appointment of Juan Vera as Chief Executive
Officer
On April 27, 2023, the Board appointed Juan Vera
as the Company’s President and Chief Executive Officer, effective as of the effective time of Mr. Hoang’s resignation. Biographical
and other information about Mr. Vera is included in the Company’s preliminary proxy statement on Schedule 14A filed with the SEC
on April 28, 2023 (the “Proxy Statement”).
There are no family relationships between Mr.
Vera and any of the Company’s current or former directors or executive officers. The Company is party to a services agreement with
AlloVir, Inc. (“AlloVir”), pursuant to which the Company provides AlloVir with development services. Mr. Vera
serves on the board of directors of AlloVir. During the term of the services agreement, the Company and AlloVir may prepare work orders
setting forth services to be provided by the Company. AlloVir has a $400,000 work order under the services agreement for long range process
development and scale optimization services. Mr. Vera is not a party to any other transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated
under the Securities Act of 1933.
As of the filing of this Current Report on Form 8-K (this
“Report”), the Compensation Committee of the Board (the “Compensation Committee”)
and the Board have not finalized the compensation of Mr. Vera in connection with his appointment as President and Chief Executive Officer.
The Company will provide this information by filing an amendment to this Report after the information is determined or becomes available.
Decision of David Laskow-Pooley Not to Stand
for Reelection to the Board
On April 27, 2023, Mr. David Laskow-Pooley, a
member of the Board, notified the Board that he will not stand for reelection as a director of the Company upon expiration of his current
term. Mr. Laskow-Pooley’s term expires at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual
Meeting”). Mr. Laskow-Pooley is currently chairman of each of the Audit Committee and Compensation Committee, and will serve
in his current positions until the conclusion of the 2023 Annual Meeting.
Mr. Laskow-Pooley’s decision to let his
term expire and not to stand for reelection at the 2023 Annual Meeting is not based on any disagreement with the Company or its management.
He has served on the Company’s Board of Directors since March 2015. The Company thanks Mr. Laskow-Pooley for his service and significant
contributions to the Company and wishes him luck in his future endeavors.