Current Report Filing (8-k)
June 03 2020 - 4:16PM
Edgar (US Regulatory)
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): May 28, 2020
SIERRA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001- 37490
|
|
20-0138994
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada
|
|
V6C 3E8
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(604) 558-6536
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
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(s)
|
|
Name of each exchange
on which registered
|
Common Stock, $0.001 par value
|
|
SRRA
|
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
|
As previously announced, on May 22, 2020, Dr. Nick Glover, the President and
Chief Executive Officer of Sierra Oncology, Inc. (the Company) and member of the Companys Board of Directors (the Board), resigned from such roles effective as of the same date (the Separation
Date).
In connection with Dr. Glovers departure, the Company has entered into a separation agreement effective on May 28, 2020
(Separation Agreement) with Dr. Glover that provides for severance pay in accordance with his employment agreement with the Company in the form of (i) continuation of 12 months of his current base salary to be paid on
the Companys normal payroll schedule and (ii) an amount equal to the Companys cost of his group health plan coverage through the earlier of the end of the 12 month severance period or the date he becomes eligible for group health
coverage through a new employer, with such pay commencing no later than the first business day following the 60th day following the Separation Date.
Pursuant to the Separation Agreement, Dr. Glover will provide consulting services (the Consulting Services) to the Company commencing
on the Separation Date until the expected end date of December 31, 2020, but which may be terminated at any time by the Company (such period, the Consulting Period). During the Consulting Period, Dr. Glover will provide
Consulting Services to the Company for up to eight (8) hours per week and in consideration of the performance of the Consulting Services, Dr. Glover will be entitled to receive an hourly rate of $250 CAD, plus GST.
In addition, Dr. Glovers unvested options as of the Separation Date (the Unvested Options) which but for the termination of his
employment, would have vested during the period commencing on the Separation Date and ending on the one-year anniversary date of the Separation Date (the Termination Options), will
accelerate and vest as at the Separation Date. The vesting date of all Unvested Options other than the Termination Options will accelerate by one year from their original vesting date and following such acceleration will continue to vest in
accordance with their new vesting schedule as long as Dr. Glover is performing the Consulting Services. All Unvested Options that remain unvested following the termination of the Consulting Services shall be cancelled as of the termination of
such Consulting Services. Furthermore, Dr. Glover will receive an extension of the expiration date of his outstanding stock options, including the Termination Options and any options that vest in connection with the foregoing (the
Vested Options) to 75 days following the Companys announcement, via publicly disseminated press release or a filing with the Securities and Exchange Commission, of the top-line data
results from MOMENTUM, its Phase 3 clinical trial of momelotinib for patients with myelofibrosis.
The Separation Agreement includes a general release of
claims in favor of the Company. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the text of the Separation Agreement, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
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.
|
|
|
|
|
|
|
SIERRA ONCOLOGY, INC.
|
|
|
|
Date: June 3, 2020
|
|
By:
|
|
/s/ Sukhi Jagpal
|
|
|
|
|
Sukhi Jagpal
|
|
|
|
|
Chief Financial Officer
|
Sierra Oncology (NASDAQ:SRRA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Sierra Oncology (NASDAQ:SRRA)
Historical Stock Chart
From Sep 2023 to Sep 2024