SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
Commission File Number
(IRS Employer Identification
6000 Shoreline Court, Suite 300, South San Francisco, California
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 243-6300
(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)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value, $0.001 per share
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 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 December 9, 2022, Giulia C. Kennedy, Ph.D, Global Chief Scientific Officer and Chief Medical Officer of Veractye, Inc. (the “Company”), and the Company agreed that she would depart from the Company, effective December 31, 2022.
In connection with Dr. Kennedy’s departure, the Company will enter into a separation agreement (the “Separation Agreement”) with Dr. Kennedy providing for: (i) six months’ salary; (ii) continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, through the earlier of (1) 24 months following Dr. Kennedy’s date of departure and (2) the date on which Dr. Kennedy becomes eligible for coverage from an employer or Medicare; (iii) payment of Dr. Kennedy’s annual performance bonus for the year ending December 31, 2022 at the corporate achievement level to be determined by the Company’s compensation committee for all participants; and (iv) an additional cash payment of $100,000 in appreciation for all of Dr. Kennedy’s contributions as one of the first employees of the Company.
The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Separation Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
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.
|Dated:||December 14, 2022|
|By:||/s/ Rebecca Chambers|
|Title:||Chief Financial Officer|