Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On August 16, 2021, Yumanity Therapeutics, Inc. (the "Company") announced the
appointment of Michael D. Wyzga as Senior Vice President and Chief Financial
Officer of the Company, effective on August 16, 2021. Mr. Wyzga was also
appointed as the Company's principal financial officer, effective August 16,
Mr. Wyzga, age 32, joins the Company from Needham & Company, where he most
recently served as Healthcare Investment Banking Vice President and previously
served as a Healthcare Investment Banking Associate from June 2014 to August
2021. Prior to that, he served as a Healthcare Corporate and Investment Banking
Analyst at CitiGroup, Inc. from 2011 to 2013. Mr. Wyzga received a B.A. in
Finance from Lehigh University and an M.B.A. from the Cornell University Johnson
School of Business.
In connection with Mr. Wyzga's election as Senior Vice President and Chief
Financial Officer, the Company entered into an employment offer letter (the
"Wyzga Agreement") which provides for, among other things: (i) annual base
salary of $350,000; (ii) target annual incentive compensation up to 40% of his
annual base salary; and (iii) severance and change in control benefits following
termination of employment as described below, subject to Mr. Wyzga's execution
and non-revocation of a separation agreement in a form satisfactory to the
Company that shall contain, among other things, a full and general release of
claims in favor of the Company, standard post-employment obligations and, as
applicable, a noncompetition covenant that restricts certain competitive
activities for a specified period of time and compliance with Mr. Wyzga's
Employee Confidentiality, Non-Competition, Non-Solicitation and Intellectual
Property Agreement (which he is required to sign as a condition of employment).
If Mr. Wyzga is terminated without cause or he resigns his employment for good
reason (as "cause" and "good reason" are defined in the Wyzga Agreement), he
will be entitled to (i) nine months of severance based on his then-annual base
salary, and (ii) the employer portion of the COBRA premiums for health benefit
coverage for up to nine months to the extent permitted by and consistent with
COBRA and other applicable laws. In the event that such termination without
cause or resignation for good reason occurs within three months prior to or
twelve months following a change of control (as defined in the Wyzga Agreement),
then, in lieu of the severance benefits specified in the preceding sentence,
Mr. Wyzga will be entitled to receive (i) nine months of severance based on his
then-annual base salary, (ii) full vesting of any granted equity awards then
held by Mr. Wyzga, (iii) an extension of the deadline to exercise any vested
stock options to nine months following the date of termination or, if earlier,
the normal expiration date of the options, and (iv) the employer portion of the
COBRA premiums for health benefit coverage for up to nine months to the extent
permitted by and consistent with COBRA and other applicable laws.
Mr. Wyzga also will be eligible to participate in the Company's sponsored
benefits provided to other Company employees of similar rank and tenure, subject
to the terms of and conditions of such policies and programs. Mr. Wyzga will be
granted a signing bonus in the form of a cash bonus of $25,000, to be paid on
the first payroll date following the one year anniversary of the commencement of
his employment with the Company, provided that he remains employed by the
Company on the date of payment. In addition, Mr. Wyzga will be granted an option
to purchase 65,000 shares of the Company's common stock, which will vest over
four years, with 25% of the shares vesting on the one-year anniversary of the
commencement of Mr. Wyzga's employment and the remaining shares vesting
in thirty-six equal monthly installments thereafter, subject to continued
employment through the applicable vesting date. The option will be granted as an
inducement material to Mr. Wyzga entering into employment with the Company in
accordance with Nasdaq Listing Rule 5635(c)(4).
The foregoing summary of the Wyzga Agreement is qualified in its entirety by
reference to the full Wyzga Agreement filed herewith as Exhibit 10.1 and
incorporated by reference herein.
The Company entered into an indemnification agreement with Mr. Wyzga in
connection with his employment, which is in substantially the same form as that
entered into with the other executive officers of the Company and is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 16, 2021, the Company issued a press release titled "Yumanity
Therapeutics, Inc. Appoints Michael D. Wyzga as Chief Financial Officer and
Announces Inducement Grants". A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are intended
to be furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall they be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
10.1 Employment Offer Letter by and between Yumanity Therapeutics, Inc.
and Michael D. Wyzga, dated July 12, 2021 (redacted).
99.1 Press Release of Yumanity Therapeutics, Inc. dated August 16, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in
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