Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 30, 2022 (the "Closing Date"), the Company terminated Dr. Brian
Bernick and Mr. Mark Glickman as the Company's Interim Co-Chief Executive
Officers and Principal Executive Officers. The separations with Mr. Glickman and
Dr. Bernick are terminations without "Good Cause," as defined in that certain
employment agreement, dated October 15, 2021, by and between Mr. Glickman and
the Company, and that certain amended and restated employment agreement, dated
November 24, 2020, as amended, by and between Dr. Bernick and the Company, and
each of Mr. Glickman and Dr. Bernick is entitled to receive the separation
benefits provided therein upon his execution of a general release of all claims
against the Company and its affiliates. Mr. Glickman's employment agreement was
previously filed as exhibit to the Company's Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission on March 23, 2022. Pursuant to
the separation benefits under their respective employment agreements,
Mr. Glickman and Dr. Bernick are each entitled to receive (i) the executive's
annual base salary for a period of twelve (12) months following the effective
date of such termination, (ii) an amount equal to the executive's targeted
annual bonus award for 2022, (iii) COBRA benefits for a period of twenty-four
(24) months following the executive's termination, (iv) all unvested equity
compensation, including performance-based equity at target level achievement,
held by the executive will vest as of the effective date of such termination,
and (v) payment for accrued but unused paid time off consistent with the
Company's policies and procedures therefor in effect (the "Separation
Benefits"). Mr. Glickman will also be eligible to receive $100,000 for ongoing
consulting services, payable within 60 days following termination. In addition
to the amount received for ongoing consulting services and the Separation
Benefits, Mr. Glickman is eligible to receive, subject to execution of a general
release of all claims against the Company and its affiliates, the fourth tranche
of his performance bonus ($131,250) awarded under the 2022 Executive Retention
and Performance Bonus Plan (the "ERB-Plan") payable within 60 days following
termination and the second tranche of his performance bonus ($131,250) awarded
under the ERB-Plan, in exchange for providing transition assistance to the
Company through March 31, 2023, to be paid as two equal installments.
On January 4, 2023, the Board appointed Mr. Marlan Walker, the Company's General
Counsel, as the Company's Chief Executive Officer and Principal Executive
Officer. The information regarding Mr. Walker required by Items 401(b), (d)
and (e) of Regulation S-K is set forth in the Company's Amendment No. 1 to its
Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission on April 29, 2022, and such information is incorporated herein by
reference. Other than as described in this Current Report on Form 8-K, since the
beginning of the Company's last fiscal year, the Company has not engaged in any
transactions, and there are no proposed transactions, or series of similar
transactions, in which the Company was or is to be a participant and in which
Mr. Walker had a direct or indirect material interest in which the amount
involved exceeds or exceeded $120,000.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated financial information of the
Company giving effect to the Transformation is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
(d) Exhibits.
Exhibit Index
Exhibit
No. Description
99.1 Pro Forma Financial Statements with Respect to the Transformation of
the Company.
104 Cover Page Interactive Data File (the cover page tags are embedded
within the Inline XBRL document).
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