8-K
false 0001631650 0001631650 2019-12-19 2019-12-19

 

 

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): December 19, 2019

 

AIMMUNE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-37519

 

45-2748244

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

8000 Marina Blvd, Suite 300

Brisbane, CA 94005

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 614-5220

 

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, par value $0.0001 per share

 

AIMT

 

NASDAQ Global Select Market

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. 

On December 19, 2019, Aimmune Therapeutics, Inc. (“Aimmune” or the “Company”) entered into a letter agreement with Stephen G. Dilly, M.B.B.S., Ph.D., former President and Chief Executive Officer of the Company (the “Letter Agreement”), which further amends the Transition and Separation Agreement dated, November 5, 2017, between the Company and Dr. Dilly, as amended in December 2018 and June 2019. Under the Letter Agreement, Dr. Dilly will continue to serve the Company as a Special Advisor through June 30, 2020 and receive a base salary of $12,000 per year. Dr. Dilly has been serving the Company as a Special Advisor since the expiration of his full-time employment as the Company’s Senior Vice President, Clinical Science on September 30, 2019 pursuant to the previous letter agreement, dated June 13, 2019, between the Company and Dr. Dilly.

The foregoing description of the material terms of the Letter Agreement is qualified in its entirety by the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

   

Description

         
 

10.1

   

Letter Agreement, dated December 19, 2019, between the Company and Stephen G. Dilly, M.B.B.S., Ph.D.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AIMMUNE THERAPEUTICS, INC.

             

Date: December 20, 2019

 

 

By:

 

/s/ Douglas T. Sheehy

 

 

 

Douglas T. Sheehy

General Counsel and Secretary

EX-10.1

Exhibit 10.1

Aimmune Therapeutics, Inc.

8000 Marina Boulevard, Suite 300

Brisbane, CA 94005

December 19, 2019

Stephen G. Dilly, M.B.B.S., Ph.D.

8000 Marina Boulevard, Suite 300

Brisbane, California 94005

Dear Stephen:

As we have discussed, we are excited to offer you an extension to the term of your employment with Aimmune Therapeutics, Inc. (the “Company”) on the terms described in this letter. As you know, on November 5, 2017, you and the Company entered into a Transition and Separation Agreement that was amended in December 2018 and June 2019 (as so amended, the “Agreement”) under which you are employed as Special Advisor to the Company. Under the Agreement, as amended, your part-time employment with the Company is scheduled to end on December 31, 2019 (the “Employment End Date”). However, as we have discussed, we would like to extend the Planned Resignation Date to June 30, 2020. If you accept this extension, your current base salary will remain $12,000 per annum (your “Existing Salary”) and your outstanding equity awards continue to vest in accordance with their original terms.

If you are in agreement with the extension described in this letter, please indicate your acceptance of the terms of this letter by your signature below, and return it to me at your earliest convenience. Upon your signature to this letter, the Agreement will be deemed amended to reflect a Planned Resignation Date of June 30, 2020. All other terms and conditions of the Agreement will not be affected by this letter.

Sincerely,

 

AIMMUNE THERAPEUTICS, INC.
By:  

/s/ Douglas T. Sheehy

  Douglas T. Sheehy
  General Counsel & Secretary

 

Accepted and Agreed:

/s/ Stephen G. Dilly

Stephen G. Dilly, M.B.B.S., Ph.D.
Date: 12/19/2019