Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2021, the Board of Directors (the "Board") and the Compensation
Committee of Sesen Bio, Inc. (the "Company") approved a retention program for
all current employees, except for the Chief Executive Officer, pursuant to which
the Company will provide certain incentives designed to retain such employees
(the "Retention Program").
Pursuant to the Retention Program and effective as of October 1, 2021, the
Company's non-executive employees will receive a combination of a cash bonus
award and a one-time restricted stock unit ("RSU") award which vests in full on
September 30, 2022, subject to continued employment through September 30, 2022.
Each RSU represents a contingent right to receive one share of the Company's
common stock. In connection with the Retention Program, the Board and the
Compensation Committee also approved certain severance benefits for
non-executive employees.
Also pursuant to the Retention Program and effective as of October 1, 2021, the
Company's executive officers, except for the Chief Executive Officer, will be
granted a one-time performance-based restricted stock unit ("PSU") award equal
to the value of approximately fifty percent of current base salary. Each PSU
represents a contingent right to receive one share of the Company's common stock
upon the satisfaction of pre-determined performance criteria. Subject to
continued employment, such awards vest on September 30, 2023 upon the
determination by the Compensation Committee of the level of achievement of
certain key milestones consisting of a clinical trial milestone, an employee
retention milestone and cash management milestones. The Company's chief
financial officer, Monica Forbes, will be awarded PSUs in an amount equal to
half of her current base salary ($190,375) divided by the closing price of the
Company's common stock on October 1, 2021 but not less than $1. The Company's
chief technology officer, Glen MacDonald, will be awarded PSUs in an amount
equal to half of his current base salary ($186,400) divided by the closing price
of the Company's common stock on October 1, 2021 but not less than $1. Equity
awards granted under the Retention Program will be made pursuant to the
Company's 2014 Stock Incentive Plan, as amended, previously filed with the
Securities and Exchange Commission.
Sesen Bio remains committed to its mission of saving and improving the lives of
patients with cancer and believes the retention of the Company's talented
employees is critical to realizing this mission. The Company continues to
believe in the safety and efficacy data of Vicineum™ as it prepares for the
chemistry, manufacturing and controls ("CMC") and clinical Type A meetings with
the US Food and Drug Administration ("FDA") anticipated in the fourth quarter of
2021.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Current Report on Form 8-K contains forward-looking statements, including,
but not limited to, statements regarding the ability of the Company to retain
its current employees, the Company's belief in the safety and efficacy data of
Vicineum, and the Company's preparations for, and the timing of, the Type A
meetings with the FDA to discuss Vicineum, which are based on the Company's
current expectations and inherently involve significant risks and uncertainties.
The Company's actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of these
risks and uncertainties, including the risk that the Company's retention program
may not be successful at retaining current employees, unanticipated difficulties
with retaining current employees, the risk that the FDA may not schedule Type A
meetings with the Company to discuss Vicineum in the fourth quarter of this
year, or at all, and the risk that the Company may not resume its plans to
pursue regulatory approval for Vicineum in the US, among other risks and
uncertainties. A further description of the risks and uncertainties relating to
the business of the Company is contained in the Company's most recent annual
report on Form 10-K and the Company's quarterly reports on Form 10-Q, as well as
any amendments thereto reflected in subsequent filings with the Securities and
Exchange Commission. The Company undertakes no duty or obligation to update any
forward-looking statements contained in this report as a result of new
information, future events or changes in its expectations.
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