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): July 13, 2021
BROOKLYN IMMUNOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-11460 | 31-1103425 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
140 58th Street, Building A, Suite 2100, Suite 2100 | ||
Brooklyn, New York | 11220 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 582-1199
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Common Stock, par value $0.005 per share | BTX | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:
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 July 13, 2021, we announced that Jay Sial, had been appointed as our Chief Administrative Officer, effective July 15, 2021.
Employment Agreement with Jay Sial
We entered into an employment agreement, dated July 6, 2021 and effective as of July 15, 2021, with Jay Sial with respect to terms of his employment as our Chief Administrative Officer. The compensatory terms of the employment agreement, including equity awards, were approved by the compensation committee of the board of directors, which consists of two disinterested members of the board. Mr. Sial’s hiring, and his employment agreement, were approved by the board.
The employment agreement provides for our at-will employment of Mr. Sial as our Chief Scientific Officer for a term commencing on July 15, 2021 and continuing until terminated by us or Mr. Sial.
Under the terms of the employment agreement, we will pay Mr. Sial an annual base salary of $350,000, which amount is subject to annual review by the board or the compensation committee and subject to adjustment to reflect market practices among our peers in the sole discretion of the board or the compensation committee.
Mr. Sial will be eligible to receive an annual cash bonus award in an amount up to 35% of his base salary upon achievement of reasonable performance targets set by the board or the compensation committee, each in its sole discretion. The bonus will be determined by the board or the compensation committee and paid annually in March in the year following the performance year on which such bonus is based.
In accordance with the terms of the employment agreement, we will grant to Mr. Sial, effective as of July 15, 2021, a time-based nonqualified stock option, which we refer to as the Option Grant, and a time-based restricted stock unit grant, which we refer to as the RSU Grant. The Option Grant will cover 71,000 shares of common stock, and the RSU Grant will cover 35,700 shares of common stock The Option Grant and the RSU Grant each will vest over four years, with vesting generally subject to Mr. Sial’s continued employment through the relevant vesting date. Consistent with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide, the equity award to Mr. Sial was made as an inducement material to his entering into employment with us and was approved by the compensation committee without need for stockholder approval.
If Mr. Sial’s employment is terminated by us without Cause or by Mr. Sial for Good Reason (each such capitalized term as defined in the employment agreement), he will be entitled to, among other things, continued base salary for nine months following the termination date and the total monthly cost of health care continuation coverage pursuant to COBRA for such period. Notwithstanding the foregoing, if a termination without Cause or for Good Reason occurs within ninety days before or twelve months after a Change in Control (as defined in the employment agreement), Mr. Sial would become entitled to (a) receive the continued-based salary and total monthly cost of health care continuation coverage described in the preceding sentence for a period of twelve months rather than nine months, (b) receive a lump sum payment of his target annual bonus and (c) accelerated vesting in full of the Option Grant and the RSU Grant. Any of such severance benefits under the employment agreement are contingent on Mr. Sial entering into and not revoking a general release of claims in favor of our company.
The employment agreement provides for (a) reimbursement of reasonable business expenses, (b) participation in our benefit plans and (c) twenty paid vacation days per year.
The employment agreement contains customary covenants related to non-competition and non-solicitation for one year following termination of employment, as well as customary covenants related to confidentiality, inventions and intellectual property rights.
The foregoing description of Mr. Sial’s employment agreement with us does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is included as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.
Background of Jay Sial
Mr. Sial previously served as the Chief Financial Officer at Aspen Neurosciences, a biotechnology company, from October 2019 to July 2021. He was the Chief Financial Officer at University of California Irvine Health from June 2016 to October 2019. Mr. Sial served as Executive Vice President and Chief Financial Officer at Trinity Health/Loyola University Health System from 2012 to 2016. He holds a Master’s of Business Administration (Finance) from Virginia Tech and a Bachelor of Arts degree in Economics and Accounting from University of Delhi, India. Mr. Sial is 57 years old.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit Number | Exhibit Description | |
Executive Employment Agreement, dated as of July 6, 2021 and effective as of July 15, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Jay Sial. | ||
Press release of Brooklyn ImmunoTherapeutics, Inc. dated July 13, 2021. |
+ | Indicates management contract or compensatory plan. |
* | An addendum has been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby undertake to furnish copies of the omitted addendum upon request by the Securities and Exchange Commission, provided that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the addendum so furnished. |
SIGNATURE
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, hereunto duly authorized.
BROOKLYN IMMUNOTHERAPEUTICS, INC. | ||
Dated: July 19, 2021 | By: | /s/ Howard J. Federoff |
Howard J. Federoff | ||
Chief Executive Officer and President |