| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 1, 2022, Elizabeth O’Farrell provided notice to the Board of Directors (the “Board”) of Inhibikase Therapeutics, Inc. (the “Company”) of her intention to retire from the Board, effective immediately. Ms. O’Farrell’s retirement from the Board was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Following Ms. O’Farrell’s resignation, on September 1, 2022, the Board appointed Gisele Dion to serve as a Class III member of the Board. Ms. Dion will hold this position until the next annual meeting of the Company’s stockholders or until her successor is elected and qualified, subject to her earlier resignation or removal. Ms. Dion will serve as chair of the Audit Committee and a member of the Compensation Committee.
Ms. Dion, age 56, has served as a member of the Board of Directors of Cytek Biosciences, Inc. since March 2021. Ms. Dion was the Senior Advisor to the Chief Financial Officer of Takeda Pharmaceutical Ltd. (“Takeda”), a pharmaceutical company, from March 2021 to June 2021. Prior to that, she served as the Senior Vice President, Chief Accounting Officer and Corporate Controller at Takeda from January 2019 to March 2021. From January 2016 to January 2019, when it was acquired by Takeda, Ms. Dion was the Senior Vice President, Chief Accounting Officer and Corporate Controller at Shire Pharmaceuticals LLC, a biopharmaceutical company. Ms. Dion holds a B.S. in Accounting and Management Information Systems from Fairfield University.
Pursuant to the terms of the director offer letter agreement, effective September 1, 2022 (the “Director Offer Letter”), between the Company and Ms. Dion, Ms. Dion will receive annual cash compensation of $65,000 (pro-rated for the current year) as payment for her services as a member of the Board, chair of the Audit Committee and member of the Compensation Committee of the Board in accordance with the Company’s standard non-employee director compensation program. In addition, on September 1, 2022, Ms. Dion received an initial stock option grant of 60,000 option shares with 50% vesting on each of the first two anniversaries of such grant date pursuant to the terms of the Director Offer Letter and the Company’s non-employee director compensation program. The foregoing description of the Director Offer Letter does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the Director Offer Letter, a form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
There are no transactions between Ms. Dion and the Company that would be reportable under Item 404(a) of Regulation S-K. Ms. Dion’s appointment to the Board was not in connection with any agreement with any party.
| Item 7.01 | Regulation FD Disclosure. |
On September 1, 2022, the Company issued a press release announcing the matters described above and is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
