| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 26, 2022, Shaan Gandhi, Udi Meirav, and Alan E. Smith resigned as members of the Board of Directors (the “Board”) of Candel Therapeutics, Inc. (the “Company”) effective August 8, 2022. Dr. Gandhi’s, Dr. Meirav’s and Dr. Smith’s resignations did not result from any disagreements with the Company on any matter relating to its operations, policies, or practices.
The Board unanimously appointed Renee Gaeta, Dr. Gary Nabel and Joseph Papa, effective August 8, 2022, to fill the newly created vacancies on the Board resulting from the resignations of Dr. Gandhi, Dr. Meirav and Dr. Smith. Upon their appointments, Ms. Gaeta, Dr. Nabel and Mr. Papa will become members of the slate of Class I directors with terms expiring at the 2022 Annual Meeting of Stockholders of the Company. The Board has determined that Ms. Gaeta, Dr. Nabel and Mr. Papa each qualify as independent directors and are qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC. For their service on the Board, Ms. Gaeta, Dr. Nabel and Mr. Papa will receive an option to purchase 28,480 shares of the Company’s common stock, vesting in three equal annual installments, and the same cash compensation as other non-employee directors, as described in the Company’s final prospectus for its initial public offering, dated July 26, 2021. Ms. Gaeta, Dr. Nabel and Mr. Papa have also each entered into the Company’s standard form of indemnification agreement. Ms. Gaeta will serve as a member of the Audit Committee, Dr. Nabel will serve as a member of the Nominating and Corporate Governance Committee and Mr. Papa will serve as chair of the Compensation Committee, in each case effective August 8, 2022.
There are no arrangements or understandings between Ms. Gaeta, Dr. Nabel and Mr. Papa, respectively, and any other persons pursuant to which they were elected as directors of the Company. There are no family relationships between Ms. Gaeta, Dr. Nabel and Mr. Papa, respectively, and any director or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Gaeta, Dr. Nabel and Mr. Papa are each qualified to serve on the Board based on their leadership experience at various biopharmaceutical companies.
A copy of the Company’s press release announcing the appointment of Ms. Gaeta, Dr. Nabel and Mr. Papa is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
