UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2023 |
Dynavax Technologies Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-34207 | 33-0728374 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2100 Powell Street, Suite 720 |
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Emeryville, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 510 848-5100 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.001 par value |
| DVAX |
| Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2023, the Board of Directors (the “Board”) of Dynavax Technologies Corporation (the “Company”) approved the amendment and restatement of the Management Continuity and Severance Agreements for Ryan Spencer, David Novack, and the Company’s other named executive officers (the “Restated Management Agreements”), effective as of July 5, 2023. The Company most recently filed a form of Management Continuity and Severance Agreement on August 7, 2019 as Exhibit 10.2 to its Quarterly Report on Form 10-Q (No. 001-34207) (the “Prior Management Agreement”).
Under the Restated Management Agreements, the executives who have executed such agreements will be provided with enhanced benefits as described below.
If, during the three months prior to, upon or during the 24 months following a Change of Control (as defined in the Restated Management Agreement), the executive’s employment is involuntarily terminated, the executive will, subject to the execution of an effective release of claims, be entitled to receive:
In the case of an involuntary termination not in connection with a Change of Control, the executive will, subject to the execution of an effective release of claims, be entitled to receive:
The other terms and conditions of the Restated Management Agreements are substantially consistent with the form of Prior Management Agreement.
The foregoing description of the terms of the Restated Management Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s standard form of Amended and Restated Management Continuity and Severance Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Dynavax Technologies Corporation |
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Date: | July 5, 2023 | By: | /s/ Kelly MacDonald |
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| Kelly MacDonald |