UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Tim M. Mayleben
In connection with his appointment as the interim Chief Executive Officer of Landos Biopharma, Inc. (the “Company”), Mr. Mayleben and the Company entered into an employment agreement, effective as of December 17, 2021 (the “CEO Employment Agreement”).
Under the terms of the CEO Employment Agreement, Mr. Mayleben is entitled to receive an annual base salary of $502,500 and an annual performance bonus based upon the board of directors (the “Board”) of the Company’s assessment of Mr. Mayleben’s and the Company’s attainment of goals as set by the Board in its sole discretion. In accordance with the agreement, Mr. Mayleben was granted an option to purchase 253,485 shares of common stock with an exercise price equal to the closing price of the Company’s common stock on December 17, 2021 under the Company’s 2019 Equity Incentive Plan (the “Plan”). The shares subject to the option will vest in 9 equal monthly installments, subject to Mr. Mayleben’s continued service. If Mr. Mayleben’s employment with the Company is terminated prior to February 15, 2022 in connection with the employment of a regular Chief Executive Officer approved by the Board, then 190,113 of the unvested options will become fully vested on the termination date and the remaining shares will be forfeited. If Mr. Mayleben’s employment with the Company is terminated on or after February 15, 2022 in connection with the employment of a regular Chief Executive Officer approved by the Board, then all option shares will become fully vested on the termination date. Pursuant to his agreement, Mr. Mayleben also entered into a confidentiality, inventions assignment, non-competition and non-solicitation agreement with the Company.
Pursuant to the terms of the CEO Employment Agreement, Mr. Mayleben’s employment is at will and may be terminated at any time by the Company or Mr. Mayleben.
The foregoing description of the CEO Employment Agreement is not complete and is qualified in its entirety by reference to the CEO Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.
Employment Agreement with Patricia L. Bitar
In connection with her appointment as the interim Chief Financial Officer of the Company, Ms. Bitar and the Company entered into an employment agreement, effective as of December 17, 2021 (the “CFO Employment Agreement”).
Under the terms of the CFO Employment Agreement, Ms. Bitar is entitled to receive an annual base salary of $425,000 and an annual performance bonus based upon the Board’s assessment of Ms. Bitar’s and the Company’s attainment of goals as set by the Board in its sole discretion. In accordance with the agreement, Ms. Bitar was granted an option to purchase 87,513 shares of common stock with an exercise price equal to the closing price of the Company’s common stock on December 17, 2021 under Plan. The shares subject to the option will vest in 6 equal
monthly installments, subject to Ms. Bitar’s continued service. If Ms. Bitar’s employment with the Company is terminated prior to February 15, 2022 in connection with the employment of a regular Chief Financial Officer approved by the Board, then 58,341 of the unvested options will become fully vested on the termination date and the remaining shares will be forfeited. If Ms. Bitar’s employment with the Company is terminated on or after February 15, 2022 in connection with the employment of a regular Chief Financial Officer approved by the Board, then all option shares will become fully vested on the termination date. Pursuant to her agreement, Ms. Bitar also entered into a confidentiality, inventions assignment, non-competition and non-solicitation agreement with the Company.
Pursuant to the terms of the CFO Employment Agreement, Ms. Bitar’s employment is at will and may be terminated at any time by the Company or Ms. Bitar.
The foregoing description of the CFO Employment Agreement is not complete and is qualified in its entirety by reference to the CFO Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.
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.
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Landos Biopharma, Inc. | ||||
| Dated: December 21, 2021 |
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By: | /s/ Tim M. Mayleben | |||
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Tim M. Mayleben | |||
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President and Chief Executive Officer | |||