UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2021
KIROMIC BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-39619 |
46-4762913 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer
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7707 Fannin Street, Suite 140
Houston, TX, 77054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (832) 968-4888
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:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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Common Stock, $0.001 par value |
KRBP |
The Nasdaq Stock Market LLC |
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. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. |
(b)On December 6, 2021, Ignacio Nunez informed the Board of Directors of Kiromic Biopharma, Inc. (the “Registrant”) that he was resigning his position as Chief Manufacturing and Operating Officer immediately due to personal reasons. Mr. Nunez’s resignation did not involve a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices. On December 8, 2021, Mr. Nunez and the Registrant entered into a Separation Agreement dated as of December 6, 2021 (the “Separation Agreement”) in connection with his resignation. The Separation Agreement sets forth , among other things, the separation compensation payable to Mr. Nunez as well as the vesting terms of certain stock options and restricted stock units held by Mr. Nunez that were previously issued to him pursuant to the Registrant’s 2017 Equity Incentive Plan. The Separation Agreement also contains, among other things, certain covenants related to confidentiality and non-disparagement as well as a general release. A copy of the Separation Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and which is incorporated by reference into this Current Report on Form 8-K
Item 9.01. Financial Statements and Exhibit.
(d) Exhibits
The following exhibit is filed herewith:
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Exhibit No. |
Description |
10.1 |
Separation Agreement dated as of December 6, 2021 between Kiromic Biopharma, Inc. and Ignacio Nunez |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Kiromic BioPharma, Inc. |
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Date: December 10, 2021 |
By: |
/s/ Daniel Clark |
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Daniel Clark Interim Chief Financial Officer |
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21538445.2
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Corporate Address Fannin South Professional Building, Suite 140
7707 Fannin Street
Houston, Texas 77054
t: 832.968.4888
December 6, 2021
Mr. Ignacio Nunez
Re: Terms of Separation Dear Mr. Nunez:
This letter confirms the agreement (“Agreement”) between you and Kiromic BioPharma, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
Nunez, Ignacio |
December 6, 2021 |
Page 2 |
As a condition of your employment with the Company, you were required to abide by the Employee Invention Assignment and Confidentiality Agreement. Further, you hereby acknowledge that you are bound by it and that as a result of your employment with the Company you have had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not make use of such Proprietary Information on behalf of anyone. You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.
$8.47. Of the total options, 36,759 of your stock options shall be vested as of your separation date. The 36,759 options represents the number of options that would be vested twelve months following your separation date under the SOA. Your rights concerning the stock options will continue to be governed by the SOA.
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Nunez, Ignacio |
December 6, 2021 |
Page 3 |
shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims arising under or related to any employment agreement(s) between you and the Company, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the Texas Labor Code and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.
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Nunez, Ignacio |
December 6, 2021 |
Page 4 |
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Nunez, Ignacio |
December 6, 2021 |
Page 5 |
hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.
This offer of separation compensation in exchange for a release of claims will expire at 5:00 p.m. on December 8, 2021.
If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me. I wish you the best in your future endeavors.
Sincerely,
Kiromic BioPharma, Inc.
By: /s/Maurizio Chiriva-Internati Dr. Maurizio Chiriva-Internati President and CEO
READ, UNDERSTOOD AND AGREED
By: /s/Ignacio Nunez Ignacio Nunez
Date: December 8, 2021