Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On September 15, 2021, the Board of Directors (the "Board") of Precision
BioSciences, Inc. (the "Company") appointed Michael Amoroso to serve as
President and Chief Executive Officer of the Company, as well as a member of the
Board, in each case effective October 15, 2021 (the "Effective Date"). Mr.
Amoroso will serve as a Class I director with a term expiring at the Company's
annual meeting of stockholders to be held in 2023 and until his successor is
duly elected and qualified or his earlier death, disqualification, resignation
or removal. Mr. Amoroso succeeds Mathew Kane who, as previously reported, agreed
to cease serving in both capacities effective with his successor's commencement
of service with the Company and to serve as a non-employee advisor to the
Company through October 1, 2022 to assist in the transition. On September 18,
2021, the Company entered into an employment agreement with Mr. Amoroso (the
"Employment Agreement"), the material terms and conditions of which are
summarized below.
Mr. Amoroso currently serves as Chief Executive Officer at Abeona Therapeutics
Inc. ("Abeona"), a clinical-stage biopharmaceutical company developing gene and
cell therapies for life-threatening rare genetic diseases. Mr. Amoroso will
serve as the Chairman of Abeona's board of directors effective October 15,
2021. Mr. Amoroso joined Abeona in July 2020 as Chief Commercial Officer and was
promoted to Chief Operating Officer in November 2020 and to President and Chief
Executive Officer in March 2021. Prior to this, from 2018 to 2020, he served as
Senior Vice President and Head of Worldwide Commercial Operations for Cell
Therapy at Kite Pharma, Inc. ("Kite"), a Gilead Company, where he led operations
and functions charged with bringing a CAR-T cell therapy, YESCARTA®, to market
while also preparing the organization for its future cell therapy pipeline.
Prior to his time at Kite, Mr. Amoroso served in senior level executive
positions at Eisai Inc. from 2017 to 2018, Celgene Corporation (now a subsidiary
of Bristol-Myers Squibb Company) from 2011 to 2017 and Aventis (now Sanofi) from
2001 to 2011. Mr. Amoroso has worked with companies in the small molecules,
biologics, and cell and gene therapies space across large, medium, and small
capitalization companies with his deepest areas of expertise in rare, oncology
diseases. Mr. Amoroso earned his Executive M.B.A. in Management from the Stern
School of Business, New York University, and his B.A. in Biological Sciences,
summa cum laude, from Rider University.
Under the Employment Agreement, Mr. Amoroso's annual base salary will equal
$600,000 and his target annual bonus will equal 60% of his annual base salary
(pro-rated for 2021 based on the partial year served). In addition to any
pro-rated target annual bonus that Mr. Amoroso receives in 2021, under the
Employment Agreement, Mr. Amoroso is entitled to receive a $200,000 bonus when
annual bonuses for 2021 are paid to executives of the Company, subject to Mr.
Amoroso's continued employment with the Company through the date of payment. The
Company will reimburse Mr. Amoroso for reasonable relocation costs up to $50,000
incurred in connection with his move to Raleigh/Durham, North Carolina, which
will be grossed-up for taxes (the "Relocation Bonus"), and will also reimburse
Mr. Amoroso for reasonable attorney's fees up to $10,000 incurred in connection
with the negotiation of the Employment Agreement and related documents. In the
event that Mr. Amoroso resigns without good reason or the Company terminates his
employment for cause within 12 months following the Effective Date, Mr. Amoroso
will be required to immediately repay the Relocation Bonus, including any
amounts paid for taxes.
The Employment Agreement also provides that, within 30 days following the
Effective Date, the Company will grant to Mr. Amoroso an option to purchase
850,000 shares of the Company's common stock, with an exercise price
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per share equal to the Fair Market Value (as defined in the Company's 2021
Employment Inducement Incentive Award Plan) of the Company's common stock on the
date of grant (the "Initial Option"). The Initial Option will vest as to 25% of
the underlying shares on the first anniversary of the Effective Date and the
remainder will vest ratably over three years thereafter in substantially equal
quarterly installments, subject to Mr. Amoroso's continued employment on each
such vesting date, except as otherwise provided in the Employment Agreement. In
addition, within 30 days following the first anniversary of the Effective Date,
the Company will grant to Mr. Amoroso an option to purchase 250,000 shares of
the Company's common stock (the "Subsequent Option"), subject to Mr. Amoroso's
continued employment on the date of grant. If granted, the Subsequent Option
will vest as to 25% of the underlying shares on the second anniversary of the
Effective Date and the remainder will vest ratably over three years thereafter
in substantially equal quarterly installments, subject to Mr. Amoroso's
continued employment on each such vesting date, except as otherwise provided in
the Employment Agreement.
In addition, within 30 days following the Effective Date, the Company will grant
to Mr. Amoroso restricted stock units representing a number of shares of common
stock having a grant date fair value of $237,000 divided by the closing price of
a share of the Company's common stock on the Effective Date (the "RSUs"). The
RSUs will vest on the first anniversary of the Effective Date, subject to Mr.
Amoroso's continued employment with the company through such first anniversary.
Pursuant to the Employment Agreement, Mr. Amoroso's employment is terminable by
either the Company or Mr. Amoroso without cause upon 30-days' notice. In the
event that Mr. Amoroso's employment is terminated by the Company without "cause"
or by Mr. Amoroso for "good reason," in each case as defined in the Employment
Agreement, then in addition to payment of any accrued amounts and subject to Mr.
Amoroso's timely executing a release of claims and continuing to comply with
obligations under his proprietary information agreement, he will be entitled to
receive 1.0 times his then current base salary, payable as salary continuation
for twelve months, and reimbursement for additional costs the executive incurs
for continued coverage under our group health insurance under the Consolidated
Budget Reconciliation Act of 1985 ("COBRA") for up to 12 months.
In lieu of the foregoing, the Employment Agreement provides that, in the event
Mr. Amoroso's employment is terminated by the Company without cause or by the
Mr. Amoroso for good reason 12 months after the occurrence of a change in
control, then, subject to his timely execution of a release of claims and
continuing to comply with obligations under his proprietary information
agreement with the Company (the "Proprietary Information Agreement"), Mr.
Amoroso will be entitled to a lump sum payment equal to 1.5 times his then
current base salary plus 1.5 times his target bonus, reimbursement for the
additional costs the executive incurs for continued coverage under our group
health insurance under COBRA for up to 18 months and accelerated vesting of all
unvested time-based equity grants.
Under the Proprietary Information Agreement above, Mr. Amoroso has agreed to
refrain from competing with the Company or soliciting the Company's employees,
independent contractors, customers or suppliers, in each case, while employed
and following the termination of his employment for any reason for a period of
12 months, or 18 months if his termination occurs within 12 months after the
occurrence of a change in control. Mr. Amoroso has acknowledged the Company's
ownership rights in any intellectual property and assigned any such ownership
rights to the Company.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of such agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Mr. Amoroso is expected to enter into the Company's standard form
indemnification agreement in the form filed as Exhibit 10.17 to the Company's
Registration Statement on Form S-1/A (File No. 333-230034), filed with the
Securities and Exchange Commission on March 18, 2019.
Item 7.01. Regulation FD Disclosure
The Company issued a press release to announce the hiring of Mr. Amoroso and
also announced the award of an inducement grant to Mr. Amoroso in connection
with his hiring. Copies of the press releases are furnished as Exhibits 99.1 and
99.2 to this Current Report on Form 8-K and are incorporated in this Item 7.01
by reference.
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The information in this Item 7.01 (including Exhibits 99.1 and 99.2) of this
Form 8-K is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section, nor shall it be
deemed to be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement, dated September 18, 2021, by and between Michael
Amoroso and Precision Biosciences, Inc.
99.1 Press Release of Precision BioSciences, Inc., dated September 27, 2021
regarding appointment of Michael Amoroso as President and Chief
Executive Officer .
99.2 Press Release of Precision BioSciences, Inc., dated September 27, 2021
regarding grant of inducement award to Michael Amoroso.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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