trueAmendment to Form 8-K filed on September 17, 2020000159075000015907502020-09-132020-09-13


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2020 (September 13, 2020)

MGEN-20200913_G1.JPG
MIRAGEN THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware   001-36483   47-1187261
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

6200 Lookout Rd.
Boulder  CO 80301
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 643-5200 
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 obligations 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:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value MGEN 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. ☐



Explanatory Note
On September 17, 2020, Miragen Therapeutics, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items, that the Company anticipated entering into a letter agreement with Diana Escolar, M.D., Chief Medical Officer of the Company, pursuant to which she would receive certain bonus payments subject to the terms and conditions set forth in the form letter attached to the Original Form 8-K as Exhibit 10.5. The sole purpose of this amendment is to disclose the final terms of the letter agreement entered into by the Company and Dr. Escolar on September 27, 2020 and to provide such executed letter agreement as an exhibit hereto. No other changes have been made to the Original Form 8-K.
Item 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Bonus Agreement
On September 27, 2020, the Company and Diana Escolar, M.D., Chief Medical Officer of the Company, entered into a letter agreement (the “Escolar Bonus Agreement”), pursuant to which Dr. Escolar would receive a bonus equal to 100% of her target bonus for 2020, provided a Qualifying Transaction (as defined in the Escolar Bonus Agreement) occurs on or prior to December 31, 2020 and she remains an employee of the Company through January 1, 2021 or is terminated without Cause (as defined in the Escolar Bonus Agreement) after a Qualifying Transaction but prior to payment of the bonus.
Pursuant to the Escolar Bonus Agreement, Dr. Escolar would also be eligible to receive a retention bonus equal to $166,000 provided she remains an employee of the Company through the first anniversary of the date of the Escolar Bonus Agreement date, payable on and subject to certain terms and conditions set forth in the Escolar Bonus Agreement, provided that if Dr. Escolar is terminated by the Company without Cause prior to the first anniversary of the date of the Escolar Bonus Agreement, she will be paid the retention bonus on the payroll date following such termination.
The foregoing summary of the Escolar Bonus Agreement does not purport to be complete and is subject to, and qualified by its entirety by, the full text of the Escolar Bonus Agreement, a copy of which is filed as Exhibit 10.5 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description
10.1
10.2
10.3
10.4
10.5
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
___________________________
^ Such Exhibit was filed with the Original Form 8-K and is not being amended hereby.


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.
 
  Miragen Therapeutics, Inc.
Date: October 1, 2020   By:   /s/ Jason A. Leverone
    Jason A. Leverone
    Chief Financial Officer, Treasurer, and Secretary


Exhibit 10.5
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                                        September 27, 2020


Dear Diana,


    You are receiving this letter because you are a participant in the annual bonus program (the “Bonus Program”) of Miragen Therapeutics, Inc. (the “Company”). The Company is pleased to inform you that in gratitude for your efforts on behalf of the Company, and to encourage your continued further contributions to the Company, your bonus payment under the Bonus Program with respect to 2020 will be equal to 100% of your target bonus ($166,000) under the Bonus Program, less applicable withholdings (the “2020 Bonus Payment”). In order to be eligible to receive the 2020 Bonus Payment, (a) a Qualifying Transaction (as defined below) must occur on or prior to December 31, 2020; and (b) you must remain employed by the Company through January 1, 2021. The 2020 Bonus Payment will be paid to you when 2020 bonuses are paid to other participants in the Bonus Program, but no later than April 30, 2021. Notwithstanding the foregoing, if your employment with the Company is terminated without Cause following the date of a Qualifying Transaction, but prior to the payment of the 2020 Bonus Payment, you shall receive the 2020 Bonus Payment, which shall be paid to you when 2020 bonuses are paid to other participants in the Bonus Program, but no later than April 30, 2021. “Cause” shall have the meaning set forth in the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). “Qualifying Transaction” shall mean a business combination of the Company with an unaffiliated third party that does not constitute a “Change in Control” (as defined in the 2016 Plan); provided, however, that whether or not a Qualifying Transaction has occurred shall be determined by the Board of Directors of the Company, in its sole good faith discretion.

    As an additional incentive to remain employed with the Company, you shall also be eligible to earn a retention bonus equal to the 2020 Bonus Payment ($166,000), less applicable withholdings (the “Retention Bonus”) if you remain employed with the Company through the first anniversary of the date hereof. The Retention Bonus shall be earned on the first anniversary of the date hereof, and paid to you on the next subsequent payroll date following the first anniversary of the date hereof. If your employment is terminated without Cause prior to the first anniversary of the date hereof, you shall be paid the Retention Bonus on the next subsequent payroll date following such termination.


    Thank you again for all of your contributions to the Company.

Sincerely,
/s/ Lee Rauch
Lee Rauch
President and CEO
Agreed to and acknowledged:
/s/ Diana Escolar
Name: Diana Escolar

miRagen.com
6200 Lookout Road, Boulder, CO 80301