Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
NeuBase Therapeutics, Inc. (the "Company") appointed Todd Branning as the
Company's Chief Financial Officer, effective January 10, 2022. There are no
reportable family relationships or related party transactions (as defined in
Item 404(a) of Regulation S-K) involving the Company and Mr. Branning. Mr.
Branning will report to Dr. Dietrich Stephan, the Company's President and Chief
Executive Officer.
Mr. Branning, 52, previously served as Chief Financial Officer of Phathom
Pharmaceuticals, Inc., a publicly traded late clinical-stage biopharmaceutical
company, from July 2020 through June 2021. Before that, Mr. Branning served as
Senior Vice President, Chief Financial Officer of Amneal Pharmaceuticals, Inc.,
a publicly traded pharmaceutical company, from January 2019 through March 2020.
Prior to joining Amneal, he was Senior Vice President, Chief Financial Officer
of the global generic medicines division at Teva Pharmaceutical Industries Ltd.,
a multinational generic pharmaceuticals company, from August 2016 to March 2018.
Mr. Branning has also held financial leadership roles at Allergan plc,
PricewaterhouseCoopers LLP, PPG Industries, Inc. and Merck & Co., Inc. He
received his BBA from the University of Miami and MBA from Carnegie Mellon
University. Mr. Branning is also a Certified Public Accountant and has completed
a CFO certification program at The Wharton School at the University of
Pennsylvania.
The Company entered into an offer letter with Mr. Branning (the "Offer Letter"),
effective January 10, 2022. Pursuant to the Offer Letter, Mr. Branning's annual
salary will be $425,000, and he will be eligible for an annual performance bonus
with a target of 40% of his base salary. Mr. Branning's employment will be on an
"at will" basis. Additionally, the Company will grant Mr. Branning an option to
purchase 300,000 shares of the Company's common stock (the "Option") under the
Company's 2019 Stock Incentive Plan (the "2019 Plan") on his first day of
employment. Subject to Mr. Branning's continued employment with the Company,
1/4th of the shares underlying the Option will vest on the first anniversary of
Mr. Branning's start date, and 1/36th of the remaining shares underlying the
Option will vest at the end of each calendar month thereafter, subject to
vesting acceleration as set forth in the Offer Letter. Mr. Branning also entered
into the Company's standard indemnification agreement and standard
confidentiality and invention assignment agreement with the Company.
If Mr. Branning is terminated by the Company without cause or Mr. Branning
resigns for good reason (defined generally as a reduction in his salary amongst
similarly-situated employees, relocation, or a material diminution in title,
duties or responsibilities), in either case, during the period commencing three
months prior to, and ending twelve months following, a change in control (as
defined in the 2019 Plan), then, subject to the execution and delivery of a
general release of all claims, his then outstanding, unvested Option, if any,
will vest and be exercisable as to all of the covered shares. If Mr. Branning is
terminated by the Company without cause or if Mr. Branning terminates his
employment for good reason (whether or not in connection with a change in
control), the Company will be obligated to pay Mr. Branning (1) severance pay at
a rate equal to 100% of his base salary for a period of twelve months from the
date of termination, (2) reimbursement of twelve months of health benefits
(COBRA subsidization) in accordance with the Company's standard expense
reimbursement procedures, (3) any annual bonus earned, but not yet paid, for a
prior year, and (4) subject to the good faith determination of the Company's
board of directors, a prorated portion of his annual bonus target for the year
of termination, and the portion of any unvested stock awards held by Mr.
Branning that would be scheduled to vest during the 12-month period following
his termination of employment would immediately vest.
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety by reference to the full text of the Offer
Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 8.01. Other Events.
On January 10, 2022, the Company issued a press release announcing the
appointment of Mr. Branning as the Company's Chief Medical Officer. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Offer Letter of Employment, effective January 10, 2022, by and
10.1 between NeuBase Therapeutics, Inc. and Todd Branning.
99.1 Press Release, dated January 10, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
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