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): July 29, 2019
APPLIED GENETIC TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-36370 | 59-3553710 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
14193 NW 119 th Terrace
Suite 10
Alachua, Florida, 32165
(Address of principal executive offices) (Zip Code)
(386) 462-2204
(Registrants 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 (see General Instruction A.2. below).
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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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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 |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.001 par value | AGTC | 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 July 29, 2019, Applied Genetic Technologies Corporation (the Company) entered into an employment letter agreement (the Employment Agreement) with Dr. Matthew Feinsod pursuant to which Dr. Feinsod agreed to serve as the Companys Executive Vice President of Global Strategy and Development effective on August 1, 2019 in connection with the hiring of Dr. Theresa Heah as the Companys Chief Medical Officer (as previously disclosed in a Current Report on Form 8-K filed by the Company on June 25, 2019). From September 2017 until Dr. Heahs appointment, Dr. Feinsod served as the Companys interim Chief Medical Officer. Dr. Feinsods continued employment with the Company will be on an at-will basis and the terms of the Employment Agreement provide that Dr. Feinsod will be paid an annual base salary of $400,000 and he will be eligible for annual bonus of up to 30% of his base salary as of the end of each fiscal year. Dr. Feinsod was also granted an option to purchase 100,000 shares of the Companys common stock, par value $0.001 per share, on July 29, 2019.
Dr. Feinsod will be eligible to receive certain severance benefits in connection with a termination of his employment by the Company without Cause (as defined in the Employment Agreement) or by Dr. Feinsod for Good Reason (as defined in the Employment Agreement), in each case, subject to execution of a mutually acceptable release and settlement agreement. If such a termination occurs, he shall be entitled to receive nine months of his then current base salary including the amount of any earned bonus. The Company will also continue to pay the Company portion of COBRA premiums for the nine month period. Upon the occurrence of a Change of Control (as defined in the Employment Agreement) in which Dr. Feinsod is not offered the position of Executive Vice President of Global Strategy and Development of the acquirer, all of Dr. Feinsods options shall immediately be deemed fully vested and exercisable.
The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit
No. |
Description |
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10.1 | Employment Letter Agreement dated July 29, 2019 by and between Applied Genetic Technologies Corporation and Matthew Feinsod. Filed herewith. |
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 thereunto duly authorized.
APPLIED GENETIC TECHNOLOGIES CORPORATION |
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By: | /s/ Brian Krex | |
Brian Krex | ||
General Counsel |
Date: August 2, 2019
Exhibit 10.1 | ||||||||||||||||||||
14193 NW 119th Terrace
Suite #10
Alachua, FL 32615 |
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July 29, 2019
Matthew Feinsod
Dear Matt,
On behalf of Applied Genetic Technologies Corporation (the Company or AGTC), I am pleased to extend to you the following offer of promotion to the position of Executive Vice President of Global Strategy and Development, reporting to Theresa Heah. You may continue to see patients one-day a week and you may continue to perform third-party consulting services provided that such activities do not conflict or interfere with your responsibilities or conflict with the companys standard PIIA which will be provided to you.
The details of the offer are as follows:
Effective Date: August 1, 2019
Salary: Annually: $400,000 ($16,666.67 per pay period).
Bonus Plan: You will be eligible for a bonus of up to 30% of your annual salary based on completion of specific goals defined and agreed to at the beginning of each fiscal year (July 1 st ). Please note that (i) you must be an employee at the time of the scheduled bonus payment to receive the bonus, and (ii) the determination of whether a bonus is paid in any given year is subject to the approval of the Compensation Committee of the Board of Directors.
Benefits: AGTC will continue to provide you with the standard health, welfare and retirement benefits coverage as defined by Company policy.
Legal Fees: The Company will pay up to $12,000 towards legal fees actually incurred by you in connection with the negotiation and evaluation of this offer within thirty (30) days following the presentation of documentation thereof.
PTO: PTO will carry on from your current position and accrue as defined by Company policy. |
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14193 NW 119th Terrace
Suite #10
Alachua, FL 32615 |
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Stock Options: The Company has approved, effective as of the date hereof, the grant to you of options (the Options) to purchase an aggregate of 100,000 shares of the Companys common stock pursuant to the Companys 2013 Equity and Incentive Plan (the Plan). The Options shall be subject to the terms and conditions set forth in the Plan and the Stock Option Award Agreement to be entered into by you and the Company following the grant with the following terms: (i) the common stock issuable pursuant to such Options will be issuable at an exercise price per share equal to closing price of the Companys common stock on the Nasdaq Global Market on the date hereof; (ii) each such option will have a term of ten years from the date hereof; and (iii) the Options will vest upon the achievement of certain milestones as set forth in the Stock Option Award Agreement. Each milestone will be deemed achieved if approved by the Companys chief executive officer upon certification by the Companys chief executive officer to the Board, and with such certification accepted by the Board. If there is a Change of Control (as defined below) and you are not offered the position of Executive Vice President of Global Strategy and Development, then immediately upon the Change of Control all of the Options shall immediately vest and become exercisable.
Working Remotely, Relocation and Reimbursement:
We have agreed that you may maintain your current residence.
(i) you may work from home and will travel to the Companys offices in Alachua, Florida and Cambridge Massachusetts, or to other locations as necessary or appropriate in connection with the performance of your duties; and
(ii) as long as you remain a remote employee you will be subject to the Companys Remote Employee Policy.
This letter agreement is not intended to and it does not create any employment contract for any specified term or duration between you and the Company. Your employment with the Company is terminable at any time, by yourself upon two weeks written notice, or by the Company upon two weeks written notice or payment of salary in lieu thereof. Your employment may also be terminated for cause by the Company at any time without advance written notice. Cause is defined for purposes of your employment as including any of the following:
Your failure to effectively carry out your duties and responsibilities, as evaluated and determined by the Company in its absolute discretion; |
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14193 NW 119th Terrace
Suite #10
Alachua, FL 32615 |
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Violation of requirements of this letter, the Companys Code of Ethics, the Employee Handbook, or any other relevant Company policy or procedure;
Conduct which, in the Companys determination, causes embarrassment or loss of credibility to the Company, its employees, products or services, or the position that you hold, or which causes the Board to lose confidence in you.
Conduct which, in the Companys determination, violates the Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement, or which involves dishonesty, moral turpitude, or misrepresentation.
For purposes of this letter agreement, Change of Control shall mean and shall be deemed to have occurred, if:
any Person, excluding (i) employee benefit plans of the Company or any of its affiliates, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, which Rules shall apply for purposes of this clause whether or not the Company is subject to the Exchange Act), directly or indirectly, of Company securities representing more than fifty percent (50%) of the combined voting power of the Companys then outstanding securities (Voting Power);
the Company consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Company (a Fundamental Transaction) with any other corporation, other than a Fundamental Transaction that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined Voting Power immediately after such Fundamental Transaction of (i) the Companys outstanding securities, (ii) the surviving entitys outstanding securities, or (iii) in the case of a division, the outstanding securities of each entity resulting from the division;
the stockholders of the Company approve a plan of complete liquidation or winding-up of the Company or the consummation of the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Companys assets; or
during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such period or whose appointment, election or nomination was previously so approved or recommended) cease for any reason to constitute at least a majority of the Board. |
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14193 NW 119th Terrace
Suite #10
Alachua, FL 32615 |
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In all respects, the definition of Change in Control shall be interpreted to comply with Section 409A, and any successor statute, regulation and guidance thereto:
For purposes of this letter agreement, Good Reason shall mean:
Either before or after a Change in Control, a requirement that you either (i) perform the majority of your services to the Company in any location beyond a fifty (50) mile radius of Cambridge, Massachusetts; and/or (ii) relocate your residence beyond a fifty (50) mile radius of your residence as of the date of the Change of Control;
Upon the sale of all or substantially all of the stock or assets of the Company, whether by merger, acquisition or otherwise, the successor company does not offer you a position with substantially equivalent responsibilities; and/or
Upon the sale of all or substantially all of the stock or assets of the Company, whether by merger, acquisition or otherwise, the successor company does not offer you a position with total compensation and benefits at least equivalent to those you received from the Company immediately prior to such sale.
If your employment is terminated because either (A) the Company terminates your employment without Cause or (B) you terminate your employment for Good Reason (and provided that you execute and do not revoke a Release and Settlement Agreement in the form reasonably acceptable to the Company and you), then: (i) you will be entitled to receive an amount equal to nine (9) months of your then-base salary, which shall include base salary and bonus earned (less all applicable deductions); and (ii) the Companys payment of the Company portion of the premium for benefits that you continue pursuant to the Consolidated Omnibus Benefits Reconciliation Act of 1984, as amended, payable in a lump sum or as otherwise agreed to by you and the Company. |
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14193 NW 119th Terrace
Suite #10
Alachua, FL 32615 |
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We look forward to your favorable response, which you can indicate by returning to us a copy of this letter duly signed and dated in the space provided, whereupon this letter agreement shall become binding upon you and the Company.
Sincerely,
/s/ Susan Washer
Susan Washer, President and CEO
ACKNOWLEDGED AND AGREED:
/s/ Matthew Feinsod July 29, 2019 Matthew Feinsod Date |
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