Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 27, 2022, the Board of Directors (the "Board") of Histogen, Inc.
(the "Company") appointed Alfred P. Spada, Ph.D. as Executive Vice President and
Chief Scientific Officer ("CSO") of the Company, effective as of February 1,
2023 (the "Effective Date"). Dr. Spada will report to the Company's Chief
Executive Officer.
In connection with his appointment as CSO, the Company entered into an executive
employment agreement with Dr. Spada (the "Agreement") setting forth the terms of
his employment and compensation. Pursuant to the Agreement, Dr. Spada's annual
base salary will be $468,000, and he will be eligible for an annual
discretionary bonus with a target amount of forty percent (40%) of base salary,
to be paid after the close of the applicable performance period, based upon
performance metrics established by the Board. Except in the event of Dr. Spada's
termination by the Company without cause, or his resignation from the Company
for good reason, he will not be entitled to receive the annual discretionary
bonus for a particular fiscal year, if any, if he is not employed by the Company
at the time such bonus is paid.
The Agreement provides that as an inducement to employment with the Company,
subject to the approval by the Company's Board, Dr. Spada will be granted a
stock option to purchase 106,793 shares of Company's common stock (the
"Inducement Option Award"). The Inducement Option Award is intended to be an
inducement grant in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules.
In the event that the Company terminates Dr. Spada for any reason other than
cause, death or disability, or if Dr. Spada resigns for good reason, then he
shall be entitled to receive the following from the Company: (i) a severance
payment, over a 12-month period following his termination of employment, of
continuing compensation equal to twelve (12) months of the base salary and
target cash bonus (for the year in which the termination occurs), payable in
equal installments in accordance with the Company's then-current payroll
policies and practices (the "Severance Payment"); and (ii) if Dr. Spada elects
continuation coverage pursuant to COBRA within the time period prescribed
pursuant to COBRA for Dr. Spada and his eligible dependents, the Company will
provide COBRA premiums reimbursement over a 12-month period for such coverage
(at the coverage levels in effect immediately prior to his termination) until
the earlier of (A) an expiration of a period of twelve (12) months following the
date of termination or (B) the date upon which Dr. Spada and/or his eligible
dependents obtain health insurance coverage from a new employer or are otherwise
no longer eligible for COBRA continuation coverage (the "COBRA Reimbursement").
In the event the Company terminates Dr. Spada for any reason other than cause,
death or disability, or if Dr. Spada resigns for good reason in connection with
a change of control, then he shall be entitled to receive the Severance Payment,
the COBRA Reimbursement and additionally, 100% of the then-unvested option
awards shall immediately vest, payable on the first payroll period following the
date the release of claims becomes effective.
The Agreement includes provisions requiring Dr. Spada to maintain the
confidentiality of confidential and proprietary information of the Company, as
defined in the company's policies and to use such information only for permitted
purposes.
The foregoing description of Dr. Spada's compensation arrangements is qualified
in its entirety by reference to the Agreement, which is attached as Exhibit 10.1
to this report.
Dr. Spada does not have any familial relationships and is not involved in any
related party transactions that are required to be disclosed herein pursuant to
applicable SEC statutes, rules or regulations.
Item 8.01. Other Events.
On January 3, 2023, the Company issued a press release regarding the appointment
of Dr. Spada as described above under Item 5.02 of this Current Report on Form
8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibits
10.1 Executive Employment Agreement, dated February 1, 2023, by and
between the Company and Alfred P. Spada, Ph.D.
99.1 Press Release, dated January 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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