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): December 19, 2019
AIMMUNE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-37519 |
45-2748244 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
8000 Marina Blvd, Suite 300
Brisbane, CA 94005
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 614-5220
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 |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
AIMT |
NASDAQ Global Select 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 19, 2019, Aimmune Therapeutics, Inc. (“Aimmune” or the “Company”) entered into a letter agreement with Stephen G. Dilly, M.B.B.S., Ph.D., former President and Chief Executive Officer of the Company (the “Letter Agreement”), which further amends the Transition and Separation Agreement dated, November 5, 2017, between the Company and Dr. Dilly, as amended in December 2018 and June 2019. Under the Letter Agreement, Dr. Dilly will continue to serve the Company as a Special Advisor through June 30, 2020 and receive a base salary of $12,000 per year. Dr. Dilly has been serving the Company as a Special Advisor since the expiration of his full-time employment as the Company’s Senior Vice President, Clinical Science on September 30, 2019 pursuant to the previous letter agreement, dated June 13, 2019, between the Company and Dr. Dilly.
The foregoing description of the material terms of the Letter Agreement is qualified in its entirety by the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
Letter Agreement, dated December 19, 2019, between the Company and Stephen G. Dilly, M.B.B.S., Ph.D. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AIMMUNE THERAPEUTICS, INC. |
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Date: December 20, 2019 |
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By: |
/s/ Douglas T. Sheehy |
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Douglas T. Sheehy General Counsel and Secretary |
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Exhibit 10.1
Aimmune Therapeutics, Inc.
8000 Marina Boulevard, Suite 300
Brisbane, CA 94005
December 19, 2019
Stephen G. Dilly, M.B.B.S., Ph.D.
8000 Marina Boulevard, Suite 300
Brisbane, California 94005
Dear Stephen:
As we have discussed, we are excited to offer you an extension to the term of your employment with Aimmune Therapeutics, Inc. (the “Company”) on the terms described in this letter. As you know, on November 5, 2017, you and the Company entered into a Transition and Separation Agreement that was amended in December 2018 and June 2019 (as so amended, the “Agreement”) under which you are employed as Special Advisor to the Company. Under the Agreement, as amended, your part-time employment with the Company is scheduled to end on December 31, 2019 (the “Employment End Date”). However, as we have discussed, we would like to extend the Planned Resignation Date to June 30, 2020. If you accept this extension, your current base salary will remain $12,000 per annum (your “Existing Salary”) and your outstanding equity awards continue to vest in accordance with their original terms.
If you are in agreement with the extension described in this letter, please indicate your acceptance of the terms of this letter by your signature below, and return it to me at your earliest convenience. Upon your signature to this letter, the Agreement will be deemed amended to reflect a Planned Resignation Date of June 30, 2020. All other terms and conditions of the Agreement will not be affected by this letter.
Sincerely,
| AIMMUNE THERAPEUTICS, INC. | ||
| By: |
/s/ Douglas T. Sheehy |
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| Douglas T. Sheehy | ||
| General Counsel & Secretary | ||
| Accepted and Agreed: |
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/s/ Stephen G. Dilly |
| Stephen G. Dilly, M.B.B.S., Ph.D. |
| Date: 12/19/2019 |