0000907654false00009076542022-12-082022-12-08
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
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Date of Report (Date of earliest event reported): December 9, 2022 (December 08, 2022) |
ARCA biopharma, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-22873 |
36-3855489 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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10170 Church Ranch Way Suite 100 |
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Westminster, Colorado |
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80021 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (720) 940-2200 |
(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:
☐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:
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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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Common |
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ABIO |
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The NASDAQ Global Market |
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 December 8, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ARCA biopharma, Inc. (the “Company”) approved retention bonuses, subject to continued employment with the Company through the earlier of a change in control of the Company or certain clinical development decisions, and granted the following restricted stock unit ("RSUs") grants to the executive officers listed below pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”):
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Name and Title |
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Retention Bonus |
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RSUs Granted (1) |
Thomas A. Keuer Chief Operating Officer |
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$ |
100,000 |
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40,000 |
C. Jeffrey Dekker Chief Financial Officer |
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$ |
100,000 |
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40,000 |
(1) Each RSU vests one year from December 8, 2022, subject to continuing employment with the Company through that date. In the event of a change in control of the Issuer or the grantee’s involuntary termination without cause or by the grantee for good reason, 100% of the unvested RSUs shall become fully and immediately vested upon the closing date of such change in control or such involuntary termination date, respectively (to the extent such unvested RSUs have not yet then vested).
Section 9 — Financial Statements and Exhibits
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 hereunto duly authorized.
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ARCA biopharma, Inc.
(Registrant) |
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Date: |
December 9, 2022 |
By: |
/s/ C. Jeffrey Dekker |
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Name: C. Jeffrey Dekker
Title: Chief Financial Officer |
Exhibit 10.1
MEMORANDUM
To: Thomas A. Keuer
From: Michael Bristow
Date: December 8, 2022
Re: Retention bonus
In recognition of your continued service with ARCA biopharma, Inc. (the “Company”), we are pleased to offer you the opportunity to receive a cash retention bonus in the amount of $100,000, less applicable withholdings and deductions required by law (the “Retention Bonus”). This Retention Bonus will be processed and paid to you by the Company via payroll within thirty (30) business days following the earlier to occur of either of the following (the date of occurrence of such event, the “Payment Event Date”), subject to the terms of this letter: (i) a Corporate Transaction (as defined below), or (ii) the date that the board of directors of the Company (the “Board”) approves certain clinical development decisions.
In order to receive the Retention Bonus, you must (i) remain actively and continuously employed in good standing by the Company through the Payment Event Date, and (ii) otherwise comply with the terms and conditions of this letter and the Company’s policies and procedures. In order to be considered in “good standing,” you must have been employed continuously from the date hereof to the Payment Event Date and you must not be the subject of any disciplinary warning, whether written or oral and must not have behaved in a manner that would be grounds for discharge for “Cause” (as defined below).
Neither the Retention Bonus nor this letter have any bearing on your right to employment with the Company. Your employment remains at-will, meaning that you and the Company may terminate the employment relationship at any time, with or without cause or reason, and with or without notice. You understand and agree that neither your job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your at-will employment with the Company. Although your job duties and the Company’s personnel policies and procedures may change from time to time, the “at-will” nature of your employment may only be changed in an express written agreement or memo issued by the Company. For clarity, should
4880-2506-7071.4 - 11/29/2022 3:38:11 PM
your employment terminate for any reason prior to the Payment Event Date, you will not have earned, and therefore will not receive, the Retention Bonus.
For purposes of this letter agreement, “Cause” means you have committed or engaged in: (i) misconduct, negligence, theft, fraud, or other illegal or dishonest conduct, any of which are considered to be harmful or potentially harmful to the Company; (ii) refusal, unwillingness, failure, or inability to perform material job duties or habitual absenteeism; (iii) violation of fiduciary duty, violation of any duty of loyalty, or breach of any material term of any agreement between you and the Company; or (iv) violation of any Company policy.
For purposes of this letter agreement, “Corporate Transaction” means (i) a sale of all or substantially all of the assets of the Company; (ii) a merger, consolidation or reorganization involving the Company if, immediately after the consummation of such merger, consolidation or reorganization, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or reorganization or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are stockholders or affiliates of the Company immediately prior to the transaction) owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the Company’s operations and activities.
This letter contains the entire agreement regarding this subject matter and supersedes in their entirety any prior or contemporaneous agreements between you and the Company regarding retention bonuses or payments, whether written, oral, express or implied.
This Agreement may not be amended or modified unless in writing signed by both you and an authorized officer of the Company. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Colorado without regard to conflicts-of-law principles.
Sincerely,
ARCA BIOPHARMA, Inc.
By:/s/ Michael Bristow
Dr. Michael Bristow
CEO
4880-2506-7071.4 - 11/29/2022 3:38:11 PM
ACCEPTED AND AGREED:
By: /s/ Thomas A. Keuer
Thomas A. Keuer
Date: December 8, 2022
Confidential
4880-2506-7071.4 - 11/29/2022 3:38:11 PM
Exhibit 10.2
MEMORANDUM
To: Jeff Dekker
From: Michael Bristow
Date: December 8, 2022
Re: Retention bonus
In recognition of your continued service with ARCA biopharma, Inc. (the “Company”), we are pleased to offer you the opportunity to receive a cash retention bonus in the amount of $100,000 less applicable withholdings and deductions required by law (the “Retention Bonus”). This Retention Bonus will be processed and paid to you by the Company via payroll within thirty (30) business days following the earlier to occur of either of the following (the date of occurrence of such event, the “Payment Event Date”), subject to the terms of this letter: (i) a Corporate Transaction (as defined below), or (ii) the date that the board of directors of the Company (the “Board”) approves certain clinical development decisions.
In order to receive the Retention Bonus, you must (i) remain actively and continuously employed in good standing by the Company through the Payment Event Date, and (ii) otherwise comply with the terms and conditions of this letter and the Company’s policies and procedures. In order to be considered in “good standing,” you must have been employed continuously from the date hereof to the Payment Event Date and you must not be the subject of any disciplinary warning, whether written or oral and must not have behaved in a manner that would be grounds for discharge for “Cause” (as defined below).
Neither the Retention Bonus nor this letter have any bearing on your right to employment with the Company. Your employment remains at-will, meaning that you and the Company may terminate the employment relationship at any time, with or without cause or reason, and with or without notice. You understand and agree that neither your job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your at-will employment with the Company. Although your job duties and the Company’s personnel policies and procedures may change from time to time, the “at-will” nature of your employment may only be changed in an express written agreement or memo issued by the Company. For clarity, should
4880-2506-7071.4 - 11/29/2022 3:38:11 PM
your employment terminate for any reason prior to the Payment Event Date, you will not have earned, and therefore will not receive, the Retention Bonus.
For purposes of this letter agreement, “Cause” means you have committed or engaged in: (i) misconduct, negligence, theft, fraud, or other illegal or dishonest conduct, any of which are considered to be harmful or potentially harmful to the Company; (ii) refusal, unwillingness, failure, or inability to perform material job duties or habitual absenteeism; (iii) violation of fiduciary duty, violation of any duty of loyalty, or breach of any material term of any agreement between you and the Company; or (iv) violation of any Company policy.
For purposes of this letter agreement, “Corporate Transaction” means (i) a sale of all or substantially all of the assets of the Company; (ii) a merger, consolidation or reorganization involving the Company if, immediately after the consummation of such merger, consolidation or reorganization, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or reorganization or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are stockholders or affiliates of the Company immediately prior to the transaction) owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the Company’s operations and activities.
This letter contains the entire agreement regarding this subject matter and supersedes in their entirety any prior or contemporaneous agreements between you and the Company regarding retention bonuses or payments, whether written, oral, express or implied.
This Agreement may not be amended or modified unless in writing signed by both you and an authorized officer of the Company. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Colorado without regard to conflicts-of-law principles.
Sincerely,
ARCA BIOPHARMA, Inc.
By:/s/ Michael Bristow
Dr. Michael Bristow
CEO
4880-2506-7071.4 - 11/29/2022 3:38:11 PM
ACCEPTED AND AGREED:
By:/s/Jeff Dekker
Jeff Dekker
Date: December 8, 2022
Confidential
4880-2506-7071.4 - 11/29/2022 3:38:11 PM