| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2023, the Board of Directors of Invivyd, Inc. (the “Company”) approved a cash-based incentive program designed to incentivize and retain employees of the Company, pursuant to which substantially all of the Company’s executive and non-executive employees would be awarded a cash payment equal to a percentage of each employee’s respective annual bonus target in the event that the Company doses the first patient in a pivotal clinical trial of VYD222 by September 30, 2023 (the “Incentive Program”). VYD222 is a monoclonal antibody candidate for prevention of COVID-19 that is currently being evaluated by the Company in a Phase 1 clinical trial. Commencement of any pivotal clinical trial of VYD222 is subject to input from applicable regulatory authorities on the Company’s pivotal clinical trial design and to other regulatory and operational requirements. Pursuant to the Incentive Program, (i) David Hering, Chief Executive Officer of the Company, is eligible to receive a cash payment equal to $180,000, and (ii) Jill Andersen, Chief Legal Officer and Corporate Secretary of the Company, is eligible to receive a cash payment equal to $92,000. If the Company does not dose the first patient in a pivotal clinical trial of VYD222 by September 30, 2023, no payments pursuant to the Incentive Program will be made to employees of the Company.
Cautionary Note Regarding Forward-Looking Statements. This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “would be,” “in the event that,” or similar expressions are intended to identify forward-looking statements, which include statements concerning the Incentive Program and the Company’s ongoing research and clinical development plans for VYD222. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on its forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the Company’s actual results to differ materially from the results described in or implied by the forward-looking statements, including, without limitation: the timing, progress and results of the Company’s Phase 1 clinical trial of VYD222; the Company’s ability to gain alignment with applicable regulatory authorities on the Company’s clinical trial design and the development pathway for VYD222 and the timing thereof; whether VYD222 is able to demonstrate and sustain neutralizing activity against predominant SARS-CoV-2 variant(s); and whether the Company will dose the first patient in a pivotal clinical trial of VYD222 by September 30, 2023, or at all. Other factors that may cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements in this Form 8-K are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”), and in its other filings with the SEC, and in the Company’s future reports to be filed with the SEC and available at www.sec.gov. Such risks may be amplified by the impacts of the COVID-19 pandemic. Forward-looking statements contained in this Form 8-K are made as of this date, and the Company undertakes no duty to update such information whether as a result of new information, future events or otherwise, except as required under applicable law.
On May 2, 2023, the Company posted an updated corporate presentation on its website at www.invivyd.com. A copy of the presentation is filed herewith as Exhibit 99.1 and is incorporated by reference in this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
