Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2021, the Board of Directors (the "Board") of Kintara
Therapeutics, Inc. (the "Company") appointed Robert E. Hoffman, the then current
Chairman of the Board, to succeed Saiid Zarrabian as President and Chief
Executive Officer of the Company. In connection with his appointment, Mr.
Hoffman resigned as a member of the Company's Audit Committee and Compensation
Committee. In connection with the appointment of Mr. Hoffman, on November 8,
2021, the Board and Mr. Zarrabian mutually agreed that Mr. Zarrabian would
immediately transition into the role of Head of Strategic Partnerships.
Robert E. Hoffman, age 55, has served as the Company's director since April 11,
2018 and as the Chairman since June 2, 2018. He has served as a member of Aslan
Pharmaceuticals, Inc.'s board of directors since October 2018, as a member of
Antibe Therapeutics Inc.'s board of directors since November 2020, and as a
member of Saniona AB's board of directors since September 2021. Mr. Hoffman
served as Senior Vice President and Chief Financial Officer of Heron
Therapeutics, Inc. a publicly-held pharmaceutical company from April 2017 to
October 2020. Prior to joining Heron Therapeutics, Inc., Mr. Hoffman served as
Executive Vice President and Chief Financial Officer of Innovus Pharmaceuticals,
Inc., a publicly-held pharmaceutical company, from September 2016 to April 2017.
From July 2015 to September 2016, Mr. Hoffman served as Chief Financial Officer
of AnaptysBio, Inc., a publicly-held biotechnology company. From June 2012 to
July 2015, Mr. Hoffman served as the Senior Vice President, Finance and Chief
Financial Officer of Arena Pharmaceuticals, Inc., or Arena, a publicly-held
biopharmaceutical company. From August 2011 to June 2012 and previously from
December 2005 to March 2011, he served as Arena's Vice President, Finance and
Chief Financial Officer and in a number of various roles of increasing
responsibility from 1997 to December 2005. From March 2011 to August 2011, Mr.
Hoffman served as Chief Financial Officer for Polaris Group, a biopharmaceutical
drug company. Mr. Hoffman formerly served as a member of the board of directors
of CombiMatrix Corporation, a molecular diagnostics company, MabVax Therapeutics
Holdings, Inc., a biopharmaceutical company and Aravive, Inc., a clinical stage
biotechnology company, from October 2018 to April 2020. Mr. Hoffman serves as a
member of the steering committee of the Association of Bioscience Financial
Officers. Mr. Hoffman formerly served as a director and President of the San
Diego Chapter of Financial Executives International and was an advisor to the
Financial Accounting Standard Board (FASB) for 10 years (2010 to 2020) advising
the United States accounting rulemaking organization on emerging issues and new
financial guidance. Mr. Hoffman holds a B.B.A. from St. Bonaventure University
Saiid Zarrabian, age 68, has served as our director since July 7, 2017, Chief
Executive Officer since November 3, 2017, and President since January 1, 2018.
Since October 2016, Mr. Zarrabian has served as an advisor to Redline Capital
Partners, S.A., a Luxembourg based investment firm. From 2012 to 2014 he served
as Chairman and member of the board of directors of La Jolla Pharmaceutical
Company during which time the company transitioned from an OTC listed company to
a Nasdaq listed company. From 2012 to 2013 he served as President of the Protein
Production
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Division of Intrexon Corporation, a synthetic biology company. He has also
previously served as CEO and member of the board of directors of Cyntellect,
Inc., a stem cell processing and visualization Instrumentation company until its
sale in 2012, as President and COO of Senomyx, Inc., a company focused on
discovery and commercialization of new flavor ingredients, and as COO of
Pharmacopeia, Inc., a former publicly-traded provider of combinatorial chemistry
discovery services and compounds, where he also served as President & COO of its
MSI Division. In addition, Mr. Zarrabian has served on numerous private and
public company boards, including at Immune Therapeutics, Inc., Exemplar Pharma,
LLC, Ambit Biosciences Corporation, eMolecules, Inc., and Penwest
Pharmaceuticals CO. His other experience includes COO at Molecular Simulations,
COO of Symbolics, Inc., and as R&D Director at Computervision, Inc.
On November 8, 2021, the Company entered into an Executive Employment Agreement
(the "Hoffman Employment Agreement") governing the terms and conditions of Mr.
Hoffman's employment as President and Chief Executive Officer. Pursuant to the
terms of the Hoffman Employment Agreement, Mr. Hoffman will receive an annual
base salary of $551,000 and will be eligible to receive a fiscal year target
bonus of up to 50% of base salary, subject to the achievement of performance
targets or criteria established by the Board for such year (which may be
adjusted by the Board to up to 75% of base salary based on overachievement of
bonus targets or other performance criteria). Mr. Hoffman was also granted a
stock option to purchase up to 3,519,170 shares of the Company's common stock,
at an exercise price equal to the closing price of the Company's common stock on
November 8, 2021. Under the Hoffman Employment Agreement, Mr. Hoffman's
employment may be terminated by the Company with or without cause (as defined
therein). In the event the Company terminates Mr. Hoffman's employment without
cause, or if Mr. Hoffman resigns for good reason (as defined in the Hoffman
Employment Agreement), the Company will be required to pay Mr. Hoffman continued
payment of his base salary for 12 months, any earned, but unpaid bonus for the
preceding year, and a prorated bonus for the year of termination based on
performance through the date of termination. In addition, in that event Mr.
Hoffman will be provided an additional six months of vesting credit for any
outstanding stock options and continued health coverage during the severance
period. In the event that a termination of Mr. Hoffman's employment under such
circumstances occurs during a period beginning 60 days before a definitive
corporate transaction agreement is entered into that would result in a change in
control (as defined in the Hoffman Employment Agreement), or within 12 months
following a change in control, the foregoing separation pay and benefits will
apply except that his base salary will continue for 18 months (instead of 12
months) he will receive 100% of his target bonus (rather than a prorated bonus),
and his stock options will be fully vested.
On November 8, 2021, the Company also entered into that certain Second Amended
Employment Agreement (the "Zarrabian Employment Agreement") with Mr. Zarrabian
pursuant to which Mr. Zarrabian was appointed Head of Strategic Partnerships.
Pursuant to the terms of the Zarrabian Employment Agreement, Mr. Zarrabian will
receive an annual base salary of $285,000 and will be eligible to receive a
fiscal year target bonus of up to 40% of base salary, subject to the achievement
of performance targets or criteria established by the Board for such year. The
Zarrabian Employment Agreement may be terminated by the Company with or without
cause (as defined therein). In the event the Company terminates Mr. Zarrabian's
employment without cause, or if Mr. Zarrabian resigns for good reason (as
defined in the Zarrabian Employment Agreement), the Company will be required to
pay Mr. Zarrabian continued payment of his base salary for nine months, any
earned, but unpaid bonus for the preceding year, and a prorated bonus for the
year of termination based on performance through the date of termination. In
addition, in that event Mr. Zarrabian will be provided an additional six months
of vesting credit for any outstanding stock options, and continued health
coverage during the severance period. In the event that a termination of Mr.
Zarrabian's employment under such circumstances occurs during a period beginning
60 days before a definitive corporate transaction agreement is entered into that
would result in a change in control (as defined in the Zarrabian Employment
Agreement), or within 12 months following a change in control, the foregoing
separation pay and benefits will apply except that his base salary will continue
for 12 months (instead of nine months), he will receive 100% of his target bonus
(rather than a prorated bonus), and his stock options will be fully vested.
In connection with Mr. Zarrabian's appointment as Head of Strategic
Partnerships, the vesting terms of Mr. Zarrabian's currently outstanding
unvested stock option were amended, such that an aggregate of 754,175 shares
subject to such stock option that are currently unvested and subject to
continued service requirements will now be subject to vesting based on both Mr.
Zarrabian's continued service and achievement of certain milestones established
by the Board.
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The Hoffman Employment Agreement and the Zarrabian Employment Agreement contain
customary non-solicit and non-competition provisions.
The foregoing is a summary of the material terms of the Hoffman Employment
Agreement and the Zarrabian Employment Agreement and does not purport to be
complete. Forms of each of the Hoffman Employment Agreement and the Zarrabian
Employment Agreement are attached as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Executive Employment Agreement, dated November 8, 2021, by and
between the Company and Robert Hoffman.
10.2 Second Amended Employment Agreement, dated November 8, 2021, by
and between the Company and Saiid Zarrabian.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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