Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 24, 2023, in connection with the approval by the board of directors
(the "Board") of Metacrine, Inc. (the "Company") of the plan of liquidation and
dissolution of the Company (the "Plan of Dissolution"), Preston Klassen, M.D.,
the Company's President, Chief Executive Officer, Secretary and principal
executive officer, was terminated from all positions of employment with the
Company, effective as of February 1, 2023 (the "Separation Date").
In connection with Dr. Klassen's termination, the Company entered into a
Separation Agreement and General Release of All Claims (the "Separation
Agreement") with Dr. Klassen, pursuant to which Dr. Klassen will, upon the
effectiveness of the Separation Agreement, be entitled to (i) a one-time
severance payment in the amount of $1,156,600, less applicable taxes and
withholdings; (ii) a cash payment equal to the amount of Dr. Klassen's COBRA
premiums through October 1, 2024, subject to applicable tax withholdings; and
(iii) the full acceleration of the vesting and exercisability of each
outstanding unvested stock option and other stock award held by Dr. Klassen as
of the Separation Date, subject to Dr. Klassen's agreement to a general release
of claims in favor of the Company and its affiliates and compliance with certain
confidentiality, non-disparagement and nondisclosure obligations. Dr. Klassen
will remain as a member of the Board.
The foregoing description of the Separation Agreement is qualified in its
entirety by reference to the complete text of the Separation Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On January 24, 2023, Michael York, the Company's Chief Business Officer, was
appointed to the additional positions of President, Chief Executive Officer and
Secretary, and was designated as the Company's principal executive officer, in
each case effective as of the Separation Date. Mr. York will continue to serve
as the Company's Chief Business Officer, Treasurer, principal financial officer
and financial accounting officer.
Mr. York, 58, has served as the Company's Chief Business Officer since February
2022, and from December 2021 to February 2022 served as the Company's Senior
Vice President, Business Development & Commercial Strategy. From June 2018 to
November 2021, he served in strategic business development roles at PhaseBio
Pharmaceuticals, Inc. (NASDAQ: PHAS), most recently as Senior Vice President,
Corporate Development and Alliance Management, where he led a number of
licensing and development deals and was the architect for bentracimab's
commercial strategy. Prior to PhaseBio, he served as Vice President, Global
Business Development and Alliance Management at Orexigen Therapeutics, Inc.
(NASDAQ: OREX) from August 2015 to June 2018, where he led global business
development activities to license Orexigen assets and manage alliance partners.
Before Orexigen, Michael was President and Chief Executive Officer of Senté
Labs, Inc., a privately held company recognized as a leader in medical skincare
products based on glycoproteins. Earlier in his career, Mr. York held roles of
increasing responsibility at Amylin Pharmaceuticals, Santarus, Inc., Amgen,
AstraZeneca and Merck & Co., Inc. He received an MBA from the University of
Redlands and a B.A. in public administration and economics from San Diego State
University.
There are no arrangements or understandings between Mr. York and any other
person pursuant to which Mr. York was selected to serve as the Company's
President, Chief Executive Officer, Secretary and principal executive officer.
Mr. York does not have any direct or indirect interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On January 24, 2023, the Board approved the Plan of Dissolution, subject to the
approval of the Company's stockholders. The Company intends to call a special
meeting of stockholders (the "Special Meeting") to seek approval of the Plan of
Dissolution and will file proxy materials relating to the Special Meeting with
the Securities and Exchange Commission as soon as practicable.
A copy of the Plan of Dissolution is filed as Exhibit 2.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Plan of Dissolution of Metacrine, Inc.
10.1 Separation Agreement and General Release of All Claims, dated as of
January 24, 2023, by and between Metacrine, Inc. and Preston Klassen
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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