Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (c) On February 23, 2022, Tillman U. Gerngross, Ph.D. resigned as Chief
Executive Officer and President of Adagio Therapeutics, Inc. (the "Company") and
as a member of the Board of Directors (the "Board") of the Company.
Following Dr. Gerngross's resignation, on February 23, 2022, the Board appointed
David Hering to serve as Interim Chief Executive Officer. Mr. Hering will also
continue to serve as the Company's Chief Operating Officer. There is no
arrangement or understanding between Mr. Hering and any other person pursuant to
which he was selected as an officer of the Company, and there is no family
relationship between Mr. Hering and any of the Company's other executive
officers or directors. The Company is not aware of any
transaction involving Mr. Hering requiring disclosure under Item 404(a)
of Regulation S-K.
David Hering, M.B.A., 47, has served as the Company's Chief Operating Officer
since June 2021. Prior to joining Adagio, Mr. Hering served as the Head of the
mRNA Global Franchise Business of Pfizer, Inc. from April 2021 to June 2021, the
President of North America Vaccines of Pfizer, Inc. from December 2018 to April
2021 and the Vaccines Commercial Officer of Pfizer, Inc. from June 2015 to
December 2018. Before joining Pfizer in 2015, Mr. Hering spent seven years at
Novartis Vaccines, where he held the position of Head of the North America
Region. Mr. Hering received an M.B.A. from Harvard Business School and a B.S. in
Operations Research and Industrial Engineering from Cornell University.
In order to achieve a more equal balance of membership among the Company's three
classes of directors in connection with Dr. Gerngross's resignation from the
Board, the Board determined that one of its members should be reclassified from
Class II (with a term expiring at the Company's 2023 annual meeting of
stockholders) to Class III (with a term expiring at the Company's 2024 annual
meeting of stockholders). Accordingly, on February 23, 2022, Tom Heyman agreed
to resign from his position as a Class II director subject to his immediate
reappointment as a Class III director. The Board accepted Mr. Heyman's
resignation and immediately reappointed him as a Class III director. The
resignation and reappointment of Mr. Heyman was effected solely to rebalance the
Board classes in connection with Dr. Gerngross's resignation, and for all other
purposes, Mr. Heyman's service on the Board is deemed to have continued
uninterrupted.
Item 8.01 Other Events.
On February 23, 2022, the Company issued a press release announcing the
appointment of Mr. Hering to serve as interim Chief Executive Officer. A copy of
this press release is attached herewith as Exhibit 99.1 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
99.1 Press release, dated February 23, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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