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 4, 2018
MYOKARDIA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37609
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44-5500552
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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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333 Allerton Ave.
South San Francisco, CA 94080
(Address of principal executive offices, including zip code)
(650)
741-0900
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☒
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.
(c)
Effective on April 4, 2018, the Board of Directors of MyoKardia, Inc. (the “Company”) appointed Taylor Harris as the Company’s chief
financial officer.
Prior to joining the Company and from April 2016 to April 2017, Mr. Harris, age 42, served as Senior Vice President and Chief
Financial Officer of Zeltiq Aesthetics, Inc., a public company that markets the CoolSculpting cryolipolysis procedure. During that time, he was responsible for the global finance, accounting, tax, treasury, investor relations, and information
technology functions, as well as the company’s commercial operations, including customer service, product support, and inside sales. Zeltiq was acquired by Allergan plc in April 2017. Prior to Zeltiq, Mr. Harris served as Vice President
and Chief Financial Officer at Thoratec Corporation, a public company that develops, manufactures, and markets proprietary medical devices used for mechanical circulatory support for the treatment of heart failure patients worldwide, from October
2012 until October 2015, when the company was acquired by St. Jude Medical, Inc. Mr. Harris joined Thoratec as its Senior Director of Investor Relations and Business Development in February 2010, in which capacity he was responsible for
developing and executing the company’s investor relations strategy, as well as supporting the company’s strategic and business development activities. Prior to joining Thoratec, Mr. Harris worked at JPMorgan Chase & Co. for
over a decade in several capacities, including as a Vice President in the firm’s Healthcare Investment Banking and Equity Research departments. Mr. Harris holds a B.A. in physics and economics from the University of North Carolina at
Chapel Hill.
There are no understandings or arrangements between Mr. Harris and any other person pursuant to which he was appointed as chief
financial officer of the Company, and Mr. Harris has no material interest in any transaction or proposed transaction in which the Company is or is to be a party. Mr. Harris has no family relationship with any director or executive officer
of the Company.
The Company entered into an
at-will
employment offer letter agreement with Mr. Harris, dated
March 26, 2018 (the “Employment Agreement”), pursuant to which Mr. Harris would become employed as Chief Financial Officer of the Company. A copy of the Employment Agreement is filed as Exhibit 10.1 to this report on
Form 8-K.
Effective on his start date of April 4, 2018 (the “Employment Start Date”), in his position as Chief Financial Officer, Mr. Harris is entitled to receive an annual base salary of
$415,000 and is eligible to receive an annual performance bonus, with a target bonus amount of 40% of his annual base salary. Mr. Harris’ base salary is subject to adjustment pursuant to the Company’s employee compensation policies in
effect from time to time.
Pursuant to the Employment Agreement, the Company agreed to grant Mr. Harris an option to purchase 100,000 shares of
the Company’s common stock under the Company’s 2015 Stock Option and Incentive Plan (the “Plan”). 25% of the option shares will vest on the first anniversary of the Employment Start Date and the balance will vest in equal monthly
installments over the next 36 months, subject to Mr. Harris’ continued service to the Company through each vesting date. Also pursuant to the Employment Agreement, the Company agreed to grant Mr. Harris Restricted Stock Units
(“RSUs”) for 15,000 shares of the Company’s common stock under the Plan. 25% of the RSUs will vest on the first anniversary of the Employment Start Date and the balance will vest in equal annual installments over the next three years,
subject to Mr. Harris’ continued service to the Company through each vesting date.
In addition, Mr. Harris is eligible to participate in
the Company’s Change in Control Policy as in effect from time to time. In accordance with the policy’s terms, if Mr. Harris’ employment is terminated without Cause (as defined in the Plan) within one year after the closing of a
Sale Event (as defined in the Plan), then, subject to his execution of a severance agreement and a general release of claims, Mr. Harris will receive the following benefits: (a) full acceleration of vesting of his outstanding equity awards
under the Plan (as set forth in the Plan); (b) a lump sum equal to twelve months of his then-current base salary; (c) a lump sum equal to his then-current target bonus; and (d) if he is participating in the Company group health plan
immediately prior to termination and elects COBRA, a monthly cash payment for twelve months equal to the Company’s monthly premium contribution.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete Employment Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
(b)
On April 4, 2018, the Company’s Board of Directors also appointed Mr. Harris as the Company’s principal financial officer and principal
accounting officer, replacing Jacob Bauer in these positions, and appointed Mr. Bauer as the Company’s Chief Business Officer.
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Item 7.01
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Regulation FD Disclosure
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On April 4, 2018, the Company issued a press release announcing
Mr. Harris’ appointment as chief financial officer of the Company. A copy of this press release is furnished as Exhibit 99.1 to this report on Form
8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits
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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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Date: April 4, 2018
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MyoKardia, Inc.
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By:
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/s/ Cynthia Ladd
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Cynthia Ladd
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General Counsel
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Exhibit 10.1
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333 Allerton Ave
South San Francisco, CA 94080
PHONE
(650) 741-0900
FAX
(650) 741-0901
MYOKARDIA.COM
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March 26, 2018
Mr. Taylor Harris
87 Wildwood Gardens
Piedmont, CA 94611
Dear Taylor,
We are pleased to offer you the position of Chief Financial Officer with MyoKardia, Inc. Your compensation will be $17,291.67, semi-monthly, which is equal to
$415,000.00 annualized, payable in accordance with the Company’s standard payroll schedule. This position will report directly to me. This is a full-time position. While you render services to the Company, you will not engage in any other
employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter, you confirm to the Company that you have no contractual commitments or other legal
obligations that would prohibit you from performing your duties for the Company.
Cash Compensation
: This salary will be subject to adjustment
pursuant to the Company’s employee compensation policies in effect from time to time. In addition, the company has a performance-based variable cash bonus program. Subject to an acceptable level of corporate performance, the Board of Directors
may approve payment of performance bonuses after the first of next year. If bonuses are paid, your target percentage will be 40% of your salary as the basis for calculating your bonus. Your actual bonus will depend on your own and the company’s
performance for the year just completed. Bonuses will be
pro-rated
for partial years of service and only if you are hired prior to October 1 of the current year.
Employee Benefits:
As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits, including
401(k) Retirement and Investment Plan and also in ESPP (Employee Stock Purchase Plan) during scheduled enrollment periods. In addition, you will be entitled to 20 days of paid time off in accordance with the Company’s policy. You can also
review additional benefits information in the attached MyoKardia Employee Benefits Information Guide 2018.
Stock Options
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approval of the Company’s Compensation Committee, you will be granted an option to purchase 100,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the closing price of the Company’s Common
Stock as reported on NASDAQ as of April 4, 2018. The options will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Option and Incentive Plan (the “Plan”), as described in
the Plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months of continuous employment, and the balance will vest in equal monthly installments over the next 36 months of continuous employment, as
described in the applicable stock option agreement.
Restricted Stock Units.
Subject to the approval of the Company’s
Compensation Committee, you will be granted Restricted Stock Units (“RSUs”) for 15,000 shares of the Company’s Common Stock under the Plan, effective as of April 4, 2018 (such date, the “Grant Date”). You will vest
in 25% of the shares underlying the RSUs after 12 months of continuous employment from the Grant Date, and the balance will vest in equal annual installments over the next three (3) years of your continuous employment, as described in the
applicable RSU award agreement.
Employee Confidentiality and Assignment Agreement:
You will be required, as a condition of your employment with
the Company, to sign the Company’s standard Employee Confidentiality and Assignment Agreement, a copy of which is attached.
Taylor Harris
March 26, 2018
Page
2
Background Check:
The Company may conduct a background or reference check (or both). If so, then you
agree to cooperate fully in those procedures, and this offer is subject to the Company’s approving the outcome of those checks, in the discretion of the Company.
Employment Relationship:
Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,”
meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and
complete agreement between you and the Company on this term. Although your job duties, title, reporting relationship, compensation and benefits, as well as 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 signed by you and a duly authorized officer of the Company (other than you).
Change in Control Benefits
: As a senior leader, you will be eligible for the benefits available to members of the Company’s senior management team
pursuant to the terms and conditions of the Company’s Change in Control Policy (as the same may be amended from time to time), a copy of which will be made available to you upon request.
Taxes:
All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and
other deductions required by law. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors
related to tax liabilities arising from your compensation.
Interpretation, Amendment and Enforcement:
This letter agreement, the Employee
Confidentiality and Assignment Agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or
understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of
this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company
or any other relationship between you and the Company will be governed by California law, excluding laws relating to conflicts or choice of law.
We look
forward to working with you, and hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and
the enclosed Proprietary Information and Inventions Agreement and return these documents to the Human Resources Department to confirm your acceptance no later than March 29, 2018, as this offer, if not accepted, will expire at the close of
business on March 29, 2018. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. We would like your official start date to be on or
before April 4, 2018.
If you have any questions, please do not hesitate to contact me at 650-741-7796.
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Very truly yours,
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/s/ Tassos Gianakakos
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Tassos Gianakakos
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Chief Executive Officer
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ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS STATED ABOVE:
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/s/ Taylor Harris
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4-4-18
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Taylor Harris
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Agreed upon start date
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Attachment
Employee Confidentiality and Assignment Agreement
Exhibit A -
Prior Inventions
Exhibit B - California Labor Code (reference)
Exhibit 99.1
MyoKardia Announces Appointment of Taylor C. Harris as Chief Financial Officer
SOUTH SAN FRANCISCO, Calif
., April 4, 2018 – MyoKardia, Inc. (Nasdaq: MYOK), a clinical-stage biopharmaceutical company pioneering a precision
medicine approach for the treatment of heritable cardiovascular diseases, today announced the appointment of Taylor C. Harris as Chief Financial Officer. Mr. Harris brings more than 20 years of finance and life science industry experience to
MyoKardia and will lead the finance, accounting, information technology, facilities, corporate communications, and investor relations functions.
Jake
Bauer, who has been leading these functions at MyoKardia since 2014 as Senior Vice President, Finance and Corporate Development, has been promoted to the role of Chief Business Officer. In this new position, Mr. Bauer will be responsible for
MyoKardia’s corporate and business development and commercial strategy.
“I am thrilled to welcome Taylor to the MyoKardia executive team. His
passion for our mission, deep industry experience and leadership in public commercial-stage organizations make him a great addition as we move closer to bringing MyoKardia’s targeted cardiovascular candidates to patients,” said Tassos
Gianakakos, MyoKardia’s Chief Executive Officer. “Jake has played an important role in MyoKardia’s growth, building several functions during our evolution from an early-stage startup to an integrated research and development
organization. I look forward to his continued contributions in his new role.”
Mr. Harris most recently served as Senior Vice President and
Chief Financial Officer of Zeltiq Aesthetics, Inc., until that company’s acquisition by Allergan plc. During that time, he was responsible for global finance, accounting, tax, treasury, investor relations, and information technology functions,
as well as the company’s commercial operations, including customer service, product support, and inside sales. Prior to Zeltiq, Mr. Harris served as Vice President and Chief Financial Officer at Thoratec Corporation (acquired by St. Jude
Medical, Inc.) Prior to joining Thoratec, Mr. Harris worked at JPMorgan Chase & Co. for over a decade in several capacities, including as a Vice President in the firm’s Healthcare Investment Banking and Equity Research
departments. Mr. Harris holds a Bachelor of Arts in Physics and Economics from the University of North Carolina at Chapel Hill, where he studied as a Morehead-Cain Scholar.
About MyoKardia
MyoKardia is a clinical-stage
biopharmaceutical company pioneering a precision medicine approach to discover, develop and commercialize targeted therapies for the treatment of serious and rare cardiovascular diseases. MyoKardia’s initial focus is on the treatment of
heritable cardiomyopathies, a group of rare, genetically driven forms of heart failure that result from biomechanical defects in cardiac muscle contraction. MyoKardia has used its precision medicine platform to generate a pipeline of therapeutic
programs for the chronic treatment of two of the most prevalent forms of heritable cardiomyopathy – hypertrophic cardiomyopathy (HCM), and dilated cardiomyopathy (DCM). MyoKardia’s most advanced product candidate is mavacamten (formerly
MYK-461),
a novel, oral, allosteric modulator of cardiac myosin intended to reduce hypercontractility. Mavacamten is advancing into a pivotal Phase 3 clinical trial, known as EXPLORER-HCM in patients with
symptomatic, obstructive HCM. MyoKardia is also developing mavacamten in a second indication, non-obstructive HCM, in the Phase 2 MAVERICK clinical trial. MYK-491, MyoKardia’s second product candidate, is designed to increase cardiac output in
DCM patients by increasing the overall extent of the heart’s contraction cardiac contractility. MyoKardia is currently evaluating
MYK-491
in a Phase 1b study in DCM patients. A cornerstone of the
MyoKardia platform is the Sarcomeric Human Cardiomyopathy Registry (SHaRe), a multi-center, international repository of clinical and laboratory data on individuals and families with genetic heart disease, which MyoKardia helped form in 2014.
MyoKardia’s mission is to change the world for patients with serious cardiovascular disease through bold and innovative science.