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 16, 2016
CESCA THERAPEUTICS INC .
(Exact name of registrant as specified in its charter)
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Delaware |
000 - 16375 |
94-3018487 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2711 Citrus Road
Rancho Cordova, California 95742
(Address and telephone number of principal executive offices) (Zip Code)
(916) 858-5100
(Registrant's telephone number, including area code)
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)) |
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Item 5.02 |
D eparture of Directors or Principal Officers; Election of D irectors; Appointment of Principal Officers; Comp ensatory Arrangements of Principal Officers. |
On December 16, 2016, Dr. Xiaochun (Chris) Xu entered into an employment agreement (the “Employment Agreement”) with Cesca Therapeutics Inc. (the “Company”), the terms of which were approved by the Compensation Committee of the Company’s Board of Directors on December 14, 2016. Pursuant to the Employment Agreement, the terms of which are retroactive to November 4, 2016, Dr. Xu will serve as the Company’s interim Chief Executive Officer, and he will receive an annual base salary of $425,000, 50,000 stock options and will be eligible to earn a bonus of up to 60% of his base salary for his performance in 2017. The stock options will have a seven year term, an exercise price of $2.91 per share and will vest in five equal installments on each of December 16, 2016, February 4, 2017, May 4, 2017, August 4, 2017 and November 4, 2017. Dr. Xu’s employment with the Company will be “at will”, and he will not be entitled to any severance or other payments upon his termination of employment except as may be required by applicable law.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the actual terms of the Employment Agreement attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
| Exhibit No. | Description |
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10.1 |
Employment Agreement dated December 14, 2016 by and between Cesca Therapeutics Inc. and Dr. Xiaochun (Chris) Xu . |
SIGNATURE
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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Cesca Therapeutics Inc.
a Delaware Corporation |
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Dated: December 20, 2016 |
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/s/ Mike Bruch |
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Mike Bruch, Chief Financial Officer |
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Exhibit 10.1
December 14, 2016
Dr. Chris Xu
c./o Cesca Therapeutics Inc.
2711 Citrus Road
Rancho Cordva, CA 95742
Re: Terms of Employment as interim Chief Executive Officer
Dear Chris:
On behalf of the Compensation Committee of the Board of Directors (the “Board”) of Cesca Therapeutics, (the “Company”), we are pleased to confirm for you, the following terms of employment (the “Terms”) as the Company’s Chief Executive Officer, on an interim basis. The Terms are effective retroactively to November 4, 2016:
1. Position.
You will serve as the interim Chief Executive Officer of the Company. Your place of employment is the Company’s office in Rancho Cordova, CA. Your responsibilities in this position include managing the day-to-day operations of the Company and reporting to the Board.
2. Compensation.
Your base salary will be at the rate of $425,000 per year, less payroll deductions and all required withholdings. You will be paid on the Company’s regularly scheduled pay dates.
You are eligible to earn a bonus compensation of up to 60% of your base salary (the “Bonus”) for your performance in 2017. Any earned Bonus is payable in cash or in shares of the Company’s common stock, subject to the Board’s discretion. Bonus determination will be based on the corporate/personal goals that will be mutually determined by you and the Compensation Committee at the next in person meeting of the Board of Directors.
Additionally, you are eligible to participate in any of the Company’s plans for its employees.
3. Stock Grant.
You will be granted options to purchase up to 50,000 shares of the Company Common Stock (“Options”) under the Company’s Stock Incentive Plan (the “Plan”). The Board may, in its absolute discretion, choose to grant to you additional options in the future. The Options are subject to the terms of the Plan, and will in five equal installments: 20% upon signing of this Letter Agreement, 20% on February 4, 2017, 20% on May 4, 2017, 20% on August 4, 2017, and 20% on November 4, 2017, assuming remain in continuous and uninterrupted employment with the Company .
4. Confidential Information and Non-Solicitation Agreement.
Like all Company employees, you will be required, as a condition of your employment, to abide by Company rules and policies, and sign any personnel agreement, concerning the handling of Confidential Information and Non-Solicitation, which, among other things, prohibits the unauthorized use or disclosure of the Company’s proprietary and confidential information and the unauthorized disclosure or use of any third party proprietary and confidential information.
You further agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. In addition, as a condition of employment, you agree that you will not assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company.
Throughout the duration of your employment, you agree to disclose to the Company in writing, any continuing outside working relationships with other customers or entities with whom you are working or will work (whether or not for compensation), as well as any potential conflicts of interest, sources of income or other business endeavors
5. At-Will Employment.
Your employment with the Company will continue to be “at-will.” This means that either you or the Company may terminate your employment relationship at any time, with or without notice, and with or without cause. By accepting the role of interim CEO , you confirm you understand and agree, that this at-will relationship cannot be changed or retracted, either orally or in writing, or by any policy or conduct, unless you receive a document expressly stating that your employment is no longer at-will, which is signed both by you and the Chair of the Compensation Committee.
In addition, you acknowledge that at the Board’s discretion, the Company will commence a formal search for a permanent CEO and you agree to assist the Company in that search.
6. Termination
You acknowledge that as interim CEO, you will not be entitled to any salary continuation or severance payments in the event of Termination, be it for change of control, with cause, without cause, constructive terminated, or if you voluntarily resign.
7 . Additional Information.
This letter and the agreements for the Options, Confidential Information and Anti-Solicitation, contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. This letter may not be amended or modified except by an express written agreement signed by you and the Chairman of the Compensation Committee.
Upon acceptance of this letter, please sign and return it to Mike Bruch, the Company’s Chief Financial Officer, with a copy to the undersigned.
Sincerely,
/s/ Mahendra Rao, Ph.D.
Mahendra Rao, Ph.D.
Chairman, Compensation Committee
Board of Directors
Agreed and accepted as of:
Date: December 16, 2016
/s/ Chris Xu, Ph.D.
Chris Xu, Ph.D.
Copy: Mike Bruch
Michael Rhein
Vivian Liu