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): June 17, 2021
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 119th Terrace
Suite 10
Alachua, Florida, 32165
(Address of principal executive offices) (Zip Code)
(386) 462-2204
(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 (see General Instruction A.2. below).
| ☐ |
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:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| 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 June 17, 2021, the compensation committee of the board of directors of Applied Genetic Technologies Corporation (the “Company”) approved additional compensation to be provided to Stephen W. Potter, the Company’s Chief Business Officer, pursuant to a First Amendment to Employment Agreement with Mr. Potter (the “Amendment”). Under the terms of the Amendment, Mr. Potter will receive an additional payment of $10,000 per month, effective beginning on July 1, 2021 and continuing through June 30, 2022, subject to Mr. Potter’s continued employment with the Company. The payments will accrue on a monthly basis and be payable by the Company to Mr. Potter on a quarterly basis, with the payment of the aggregate amount accrued during each fiscal quarter payable during the first month following the applicable quarter.
The Amendment also provides that Mr. Potter will be granted restricted stock units (“RSUs”) representing the contingent right to receive, upon vesting of each unit, one share of the Company’s common stock, par value $0.001 per share, pursuant to and in accordance with the Company’s 2013 Equity and Incentive Plan. The RSUs vest in two installments, with 75% vesting on June 30, 2022 and the remaining 25% vesting on December 31, 2022, subject to Mr. Potter’s continued engagement with the Company as of each vesting date.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, 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.
(d) Exhibits.
| Exhibit No. |
Description |
|
| 10.1 | First Amendment to Employment Agreement by and between the Company and Stephen W. Potter, dated as of June 17, 2021. | |
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 | ||
| By: | /s/ Susan B. Washer | |
| Susan B. Washer | ||
| Chief Executive Officer | ||
Date: June 21, 2021
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
(Stephen W. Potter)
THIS FIRST AMENDMENT AGREEMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into as of the 17th day of June, 2021 by and between Applied Genetic Technologies Corporation, a Delaware corporation, including its successors and assigns (the “Employer” or “Company”) and Stephen W. Potter (“Executive”).
WHEREAS, the Company and Executive are parties to an Employment Agreement dated August 29, 2019 (the “Employment Agreement”); and
WHEREAS, the parties desire to amend certain provisions of the Employment Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants set forth herein and in the Employment Agreement, the parties hereby agree as follows:
1. Defined Terms. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Employment Agreement.
2. Effective Date. This First Amendment shall become effective on the date that it is approved by the Compensation Committee of the Company’s Board of Directors (the “Effective Date”).
3. Employment Incentive. Section 2 of the Employment Agreement is hereby amended and replaced with the following:
| 2. |
Employment at Will. Executive is employed “at-will” which means that Executive’s employment is not for any defined term and may be terminated by either Executive or the Company at any time, with or without cause, for any or no reason, subject to the notice provisions herein. Notwithstanding the foregoing, for the one-year period commencing on July 1, 2021 and ending on June 30, 2022, so long as Executive remains employed by the Company, Executive shall receive, in addition to the compensation described in Section 4, additional compensation in the amount of $10,000.00 per month, less applicable tax withholdings and deductions (the “Additional Compensation”). The Additional Compensation will be paid to Executive on a quarterly basis during the first month following the applicable quarter, but shall be payable only for those full months during which Executive has been employed. For example, if Executive remains employed through September 15, 2021, he will receive additional compensation in the amount of $20,000, less applicable withholdings and deductions, for the completed months of July and August, 2021, payable during October, 2021. |
4. RSU Award. Subject to approval by the Compensation Committee of the Company’s Board of Directors, Executive shall be granted restricted stock units (“RSUs”) for 35,000 shares of the Company’s common stock, par value $0.001 per share pursuant to and subject to the terms of the Company’s 2013 Equity and Incentive Plan on the following terms and conditions: (i) contingent upon Executive continuing to provide services to the Company through the applicable vesting date: seventy-five percent (75%) of the RSUs shall vest on June 30, 2022, and twenty-five percent (25%) of the RSUs shall vest on December 31, 2022 and (ii) the RSUs shall be evidenced by an RSU award agreement in the form most recently approved by the Compensation Committee and subject to its terms.
5. Ratification. The Employment Agreement, as amended hereby, is hereby ratified and confirmed in all respects and shall continue in full force and effect. The Employment Agreement shall, together with this First Amendment, be read and construed as a single agreement.
6. Governing Law. This First Amendment shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
7. Counterparts. This First Amendment may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement as of the date first written above.
| APPLIED GENETIC TECHNOLOGIES CORP. | ||
| By: | /s/ Susan Washer | |
| Susan Washer | ||
| President and CEO | ||
| EXECUTIVE: | ||
| /s/ Stephen W. Potter | ||
| Stephen W. Potter | ||
- 2 -