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): October 31, 2017
Novan, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37880 |
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20-4427682 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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4105 Hopson Road, Morrisville, North Carolina 27560
(Address of principal executive offices) (Zip Code)
(919) 485-8080
(Registrant’s telephone number, include area code)
N/A
(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:
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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; Compensatory Arrangements of Certain Officers. |
On October 31, 2017, the Company and William L. Hodges, Interim Chief Financial Officer of the Company, entered into a letter agreement (the “Letter Agreement”) amending the offer letter (the “Offer Letter”) dated March 21, 2017. The Letter Agreement provides that Mr. Hodges will continue to serve as the Company’s Interim Chief Financial Officer and principal financial and accounting officer until the earlier of March 20, 2018 or the date on which a permanent Chief Financial Officer is hired (the “Extension Period”). Pursuant to the Letter Agreement, Mr. Hodges will continue to receive the same monthly base salary during the Extension Period as established in the Offer Letter.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Offer Letter was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 22, 2017.
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Exhibit No. |
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Description |
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10.1 |
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Letter Agreement, dated October 31, 2017, by and between Novan, Inc. and William L. Hodges. |
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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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Novan, Inc. |
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Date: November 6, 2017 |
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By: |
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/s/ William L. Hodges |
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William L. Hodges |
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Interim Chief Financial Officer |
Exhibit 10.1
October 31, 2017
William L. Hodges
401 May Court
Raleigh, North Carolina 27609
Dear Bill,
I am pleased to extend the terms of your employment with Novan, Inc. (the “Company”) as interim Chief Financial Officer until the earlier of March 20, 2018 (the “Extension Period”) or when a permanent CFO is hired. This letter amends the terms of your employment, as described in the offer letter dated March 21, 2017 and further amended on June 28, 2017 and August 10, 2017 (the “Offer Letter”) during the Extension Period.
Except as otherwise described below, your compensation during the Extension Period will be governed by this paragraph. Your base salary during the Extension Period will continue as described in the Offer Letter. You will continue to be eligible to participate in employee benefits and paid time off in accordance with the Company’s current policies.
Please sign and date one (1) copy of this letter and return it to me by October 31, 2017. Please let me know if you have any questions.
Regards,
/s/ G. Kelly Martin _______
G. Kelly Martin
Chief Executive Officer
I agree to the amended terms of employment described above, this 31 day of October, 2017.
/s/ William L. Hodges _____
William L. Hodges