This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K of Biomea Fusion, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on July 9, 2021 (the “Original Form 8-K”), which incorrectly stated that Franco Valle would be joining the Company as its Chief Executive Officer. Mr. Valle will be joining the Company as its Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. The original text of the Original Form 8-K has been restated below to reflect such correction.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2021, Biomea Fusion, Inc. Biomea Fusion, Inc. (“Biomea Fusion” or the “Company”) announced that Franco Valle, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, will commence employment with the Company on July 26, 2021, as previously reported pursuant to a Current Report on Form 8-K filed by the Company on June 29, 2021.
On July 7, 2021, Sunny Lee Ryan, Executive Vice President of Finance of the Company, notified the Company of her decision to resign her position with Company, effective July 31, 2021 (the “Effective Date”). Ms. Ryan will continue to be employed by the Company as its Executive Vice President of Finance through the Effective Date, and will remain Principal Financial Officer and Principal Accounting Officer until the commencement of Franco Valle’s employment.
On July 7, 2021, the Company entered into a Transition and Separation Agreement (the “Transition and Separation Agreement”) with Ms. Ryan, pursuant to which Ms. Ryan will continue to be employed by the Company through the Effective Date. Subject to Ms. Ryan’s continued employment through July 31, 2021, in exchange for providing a general release of claims that becomes effective and continued compliance with the Employee Proprietary Information and Inventions Agreement entered into between Ms. Ryan and the Company, Ms. Ryan will receive: (i) continued payments of her base salary for 12 months following the Effective Date; (ii) accelerated vesting of her outstanding equity awards in respect of the number of shares that would have vested had she continued to provide services for the three-month period following the Effective Date; (iii) extended exercisability of the vested portion of her options (after giving effect to the foregoing acceleration) for the 36-month period beginning on the Effective Date; and (iv) payment or reimbursement of COBRA premiums for Ms. Ryan and her covered dependents for up to 12 months following the Effective Date.
The foregoing summary of the material terms of the Transition and Separation Agreement is qualified in its entirety by the complete terms of the agreement, which will be filed as an exhibit to the Company’s quarterly report for the quarterly period ended September 30, 2021.
