Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On September 8, 2021, Applied Genetic Technologies Corporation (the "Company")
announced the appointment of Jonathan I. Lieber, 52, as the Company's Chief
Financial Officer beginning on September 20, 2021. On September 3, 2021, the
Company entered into an offer letter with Mr. Lieber (the "Offer Letter").
Pursuant to the Offer Letter, Mr. Lieber's employment with the Company will be
on an at-will basis, he will be paid an annual base salary of $416,000 and he
will be eligible for an annual bonus targeted at 40% of his base salary. The
Company will also award Mr. Lieber a signing bonus of $100,000, provided that,
in the event of Mr. Lieber's termination by the Company for Cause (as defined in
the Offer Letter) or by Mr. Lieber voluntarily, Mr. Lieber will be required to
return the full amount of the signing bonus if such termination occurs within
one year of his start date and 50% of the signing bonus if such termination
occurs more than one year but less than two years following his start date. In
connection with his start date, Mr. Lieber will be awarded an option to purchase
202,000 shares of the Company's common stock, subject to his continued
employment with the Company, which will vest over four years, with 25% vesting
after the first anniversary of the grant date. Mr. Lieber will be required to
enter into the Company's standard Nondisclosure, Inventions
and Non-Competition Agreement. In connection with his appointment, the Company
will also enter into an employment agreement with Mr. Lieber. Upon the execution
of such employment agreement, a copy of the employment agreement will be filed
as an exhibit in an amendment to this Current Report on Form 8-K.
Provided that he has been employed for at least one month, Mr. Lieber will be
eligible to receive certain severance benefits in connection with a termination
of his employment by the Company without Cause or by Mr. Lieber for Good Reason
(as defined in the Offer Letter), in each case, subject to execution of a
mutually acceptable release and settlement agreement. If such termination
occurs, Mr. Lieber shall be entitled to receive nine months of his then current
base salary, including the amount of any earned bonus and the Company portion of
COBRA premiums.
From December 2018 through September 2021, Jonathan Lieber was managing director
of Danforth Advisors, a biotech financing and accounting advisory firm. In
connection with his service at Danforth Advisors, Mr. Lieber served as interim
chief financial officer for a number of companies, including Histogenics
Corporation from December 2018 through September 2019, Entera Bio from November
2019 through April 2020, ENYO Pharma SA from May 2019 through September 2021,
Checkmate Pharmaceuticals from May 2019 through December 2020, Turnstone
Biologics from February 2021 through September 2021, Prime Medicine Inc. from
December 2019 through September 2021, Organovo Holdings, Inc. from May 2021
through September 2021, and Cognito Therapeutics from May 2021 through September
2021. Mr. Lieber previously served as Chief Financial Officer of Histogenics
Corporation, a biopharmaceutical company focused on the development of
restorative cell therapies, from June 2015 through December 2018. Prior to that,
he was Senior Vice President and Chief Financial Officer of Metamark Genetics,
Inc., a privately held, urology-focused, molecular diagnostics company, from
January 2014 to June 2015. From September 2012 to September 2013, Mr. Lieber
served as the Chief Financial Officer and Treasurer of Repligen Corporation, a
manufacturer and supplier of high-value consumables to the life sciences
industry. From June 2009 to May 2012, Mr. Lieber served as Chief Financial
Officer and Treasurer of Xcellerex, Inc., a privately-held company engaged in
the manufacture and sale of capital equipment and related consumables to the
biopharmaceutical industry. Since June 2020, Mr. Lieber has served on the board
of directors of Salarius Pharmaceuticals, a cancer-focused biotechnology
company. Mr. Lieber received an M.B.A. in finance from the Stern School of
Business of New York University and a B.S. in business administration and
finance from Boston University.
The foregoing summary of the Offer Letter is not complete and is qualified in
its entirety by reference to the full text of such agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
A press release regarding the appointment of Mr. Lieber as Chief Financial
Officer is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description
10.1 Offer Letter, dated as of September 3, 2021, by and between the
Company and Jonathan I. Lieber.
99.1 Press release dated September 8, 2021, entitled "AGTC is
Excited to Announce Seasoned Healthcare Financial and Operations
Executive Jonathan I. Lieber as their new Chief Financial
Officer."
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