Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2022, Indaptus Therapeutics, Inc. (the "Company"), announced that
Boyan Litchev, M.D., has been appointed to serve as the Company's Chief Medical
Officer, effective as of January 31, 2022 (the "Effective Date").
Dr. Litchev brings more than two decades of global experience in the
pharmaceutical and biotechnology industry, mainly in the clinical development of
in vivo gene therapy, CAR-T and NK cells, oligonucleotides (mRNA), peptides,
small molecules, and therapies for various diseases and indications. Before
joining the Company, Dr. Litchev held positions of increasing responsibility at
several companies, including during 2021 at Shoreline Biosciences, Inc., where
he served as a Senior Vice President, Head of Clinical Development Oncology,
leading all clinical and pipeline activities related to iPSC derived NK and
Macrophages cell therapy. Before that, between 2020 and 2021, he served as Head
of Clinical Development Oncology, Medical Affairs and Safety at Poseida
Therapeutics, Inc., where he led the company's CAR-T programs in solid tumors.
Before that, between 2019 and 2020, Dr. Litchev served as an Executive Medical
Director, Head of Clinical Development Oncology at Halozyme Therapeutics, Inc.,
leading the clinical development of four oncology programs in various stages of
development. In addition, between 2017 and 2019, Dr. Litchev served as Executive
Medical Director at Akcea Therapeutics, Inc., where he led all clinical and
safety activities for various programs for rare and broad cardiometabolic
indications and diverse pipeline with Antisense Oligonucleotides. Prior to that,
Dr. Litchev held executive positions at Baxalta/Baxter/Shire (now Takeda
Pharmaceutical Company Limited), and Ferring Pharmaceuticals. Earlier, Dr.
Litchev was a Clinical Team Leader, Oncology at Quintiles International (now
IQVIA Inc.). Prior to that he practiced as a physician and clinical researcher.
Dr. Litchev earned a Medical Doctor degree from the University of Plovdiv.
In connection with his appointment as Chief Medical Officer, Dr. Litchev and the
Company entered into an employment agreement (the "Employment Agreement"). The
Employment Agreement provides for an annual base salary of $425,000, subject to
review for an upward adjustment on at least an annual basis. Dr. Litchev is
eligible to participate in an annual executive bonus plan, pursuant to which he
may earn an annual target bonus of up to 40% of his base salary, based on the
achievement of certain individual and company-wide objectives, which shall be
established by the Company's board of directors (the "Board") on an annual
basis. In connection with his appointment, subject to the approval of the Board,
Dr. Litchev will also be entitled to an option to purchase 90,000 shares of the
Company's common stock, with one third of such shares vesting on the first
anniversary of the Effective Date and the remaining shares vesting in equal
monthly installments over the next two years. The Company also awarded Dr.
Litchev a one-time signing bonus of $75,000, provided that, in the event Dr.
Litchev terminates the Employment Agreement without good reason or for cause at
any time prior to the one-year anniversary of his start date, Dr. Litchev must
repay the signing bonus.
Dr. Litchev's employment under the Employment Agreement is on an at-will basis
and both the Company and Dr. Litchev has the right to terminate the agreement
and his employment at any time, subject to certain notice requirements described
therein. The Employment Agreement may terminate upon the earliest to occur of
(i) termination by the Company without cause, subject to 30 days' written
notice, (ii) immediate termination by the Company for cause (in some cases
subject to a reasonable cure period, if susceptible to cure), (iii) termination
by Dr. Litchev for good reason (subject to Dr. Litchev providing written notice
within 90 days after he becomes aware of the event or circumstance which he
believes constitutes good reason, the Company's failure to cure within 30 days
after such notice, and Dr. Litchev's resignation within 30 days of the
expiration of such cure period), (iv) termination by Dr. Litchev without good
reason, subject to 30 days' written notice, (v) Dr. Litchev's death, or (vi)
termination by reason of Dr. Litchev's disability.
In the event that Dr. Litchev's employment terminates by reason of his death or
disability, and Dr. Litchev is entitled to receive a bonus for the year of
termination based on the achievement of pre-determined performance goals (and
ignoring any continuation of employment requirements), Dr. Litchev (or his
representatives) shall be entitled to receive such bonus on the same basis as
the other participants in the bonus plan, except that the bonus amount shall be
prorated based on the percentage of days Dr. Litchev was employed relative to
the total number of days in the bonus earning period.
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Upon termination of Dr. Litchev's employment by the Company without cause or Dr.
Litchev's resignation for good reason, Dr. Litchev will be entitled to a
severance benefit equal to (i) twelve months of his base salary as in effect
prior to the termination date, payable in bi-monthly installments and (ii) an
amount equal to Dr. Litchev's cost of continued health insurance coverage for
six months. In addition, if Dr. Litchev is entitled to receive a bonus for the
year of termination based on the achievement of pre-determined performance goals
(and ignoring any continuation of employment requirements), Dr. Litchev (or his
representatives) shall be entitled to receive such bonus on the same basis as
the other participants in the bonus plan, except that the bonus amount shall be
prorated based on the percentage of days Dr. Litchev was employed relative to
the total number of days in the bonus earning period.
If Dr. Litchev's employment is terminated by the Company without cause or by Dr.
Litchev for good reason during the one year period immediately following a
change in control or six months before a change in control, then Dr. Litchev
will be entitled to receive, (i) twelve months of his base salary as in effect
prior to the termination date plus his annual target bonus, payable in
bi-monthly installments, (ii) an amount equal to Dr. Litchev's cost of continued
health insurance coverage for twelve months, (iii) the current year bonus at the
target level at a prorated basis, which shall be paid within 30 days of
termination, and (iv) full accelerated vesting of all of outstanding equity
incentive awards upon the later of the change in control or Dr. Litchev's
termination of employment.
The Employment Agreement also includes provisions regarding confidentiality, the
assignment of intellectual property to the Company, participation in the
Company's medical and similar insurance plans and reimbursement of expenses.
The foregoing summary of the Employment Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which will be filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 2021, and is incorporated herein by
reference.
There are no arrangements or understandings between Dr. Litchev and any other
person pursuant to which he was selected as an officer, and there are no family
relationships between Dr. Litchev and any of the Company's directors or
executive officers. Dr. Litchev has no direct or indirect material interest in
any existing or currently proposed transaction that would require disclosure
under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosures
On January 3, 2022, the Company issued a press release announcing the
appointment of Dr. Litchev as the Company's Chief Medical Officer. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated January 3, 2022
104 Cover Page Interactive Data File (formatted as inline XBRL)
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