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.
The Board of Directors of Harmony Biosciences Holdings, Inc. (the “Company”) appointed Sandip Kapadia, the Company’s Chief Financial Officer, to the title of Chief Financial Officer and Chief Administrative Officer, effective upon Mr. Kapadia’s acceptance on September 30, 2023. Biographical and other information required by Item 5.02(c)(2) and (3) of Form 8-K regarding Mr. Kapadia has been previously disclosed by the Company in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2023, which information is incorporated herein by reference. In connection with his appointment, the Company will grant Mr. Kapadia a restricted stock unit award covering 150,000 shares of the Company’s common stock, subject to the terms of the restricted stock unit award agreement filed as Exhibit 10.1 to this Current Report on Form 8-K which is incorporated herein by reference.
The Company will also grant Jeffrey Dierks, the Company’s Chief Commercial Officer, restricted stock unit award covering 150,000 shares of the Company’s common stock, subject to the terms of the restricted stock unit award agreement filed as of Exhibit 10.2 to this Current Report on Form 8-K which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| |
No. | Description | |
10.1 | Restricted Stock Unit Award Agreement dated October 4, 2023 with Sandip Kapadia | |
10.2 | Restricted Stock Unit Award Agreement dated October 4, 2023 with Jeffrey Dierks | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
HARMONY BIOSCIENCES HOLDINGS, INC. | ||
Date: October 5, 2023 | By: | /s/ Jeffrey M. Dayno, M.D. |
Jeffrey M. Dayno, M.D. | ||
President and Chief Executive Officer |
Exhibit 10.1
HARMONY BIOSCIENCES HOLDINGS, INC.
2020 INCENTIVE AWARD PLAN
RESTRICTED STOCK Unit Grant Notice
Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant: | Sandip Kapadia |
Grant Date: | October 4, 2023 |
Number of RSUs: | 150,000 |
Vesting Commencement Date: | September 30, 2023 |
Vesting Schedule: | The RSUs shall vest in accordance with the following schedule, subject to Participant’s continued employment with the Company through the applicable vesting date (each, a “Vesting Date”): ● 40% of the RSUs shall vest on the first anniversary of the Vesting Commencement Date; ● 30% of the RSUs shall vest on the second anniversary of the Vesting Commencement Date; and ● The remaining 30% of the RSUs shall vest on the third anniversary of the Vesting Commencement Date. In addition, if Participant’s employment is terminated (i) by the Company without Cause (as defined in the Executive Employment Agreement by and between the Company and Participant, dated as of March 4, 2021 (the “Executive Employment Agreement”)), or (ii) upon Participant’s resignation for any reason after the first anniversary of the Vesting Commencement Date, then, in either case, 100% of the then-unvested RSUs shall accelerate and become fully vested as of the date of termination, subject to Participant’s timely execution and non-revocation of a general release of claims substantially in the form attached to the Executive Employment Agreement. |
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By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel
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prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
HARMONY BIOSCIENCES HOLDINGS, INC. | PARTICIPANT | ||
By: | | | |
Name: | Jeffrey M. Dayno, MD | Sandip Kapadia | |
Title: | President & CEO | | |
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Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
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underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
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Exhibit 10.2
HARMONY BIOSCIENCES HOLDINGS, INC.
2020 INCENTIVE AWARD PLAN
RESTRICTED STOCK Unit Grant Notice
Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant: | Jeffrey Dierks |
Grant Date: | October 4, 2023 |
Number of RSUs: | 150,000 |
Vesting Commencement Date: | September 30, 2023 |
Vesting Schedule: | The RSUs shall vest in accordance with the following schedule, subject to Participant’s continued employment with the Company through the applicable vesting date (each, a “Vesting Date”): ● 40% of the RSUs shall vest on the first anniversary of the Vesting Commencement Date; ● 30% of the RSUs shall vest on the second anniversary of the Vesting Commencement Date; and ● The remaining 30% of the RSUs shall vest on the third anniversary of the Vesting Commencement Date. In addition, if Participant’s employment is terminated by the Company without Cause (as defined in the Harmony Biosciences, LLC Separation Plan (the “Separation Plan”)), then 100% of the then-unvested RSUs shall accelerate and become fully vested as of the date of termination, subject to Participant’s timely execution and non-revocation of a general release of claims substantially in the form attached to the Separation Plan. |
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By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
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HARMONY BIOSCIENCES HOLDINGS, INC. | PARTICIPANT | ||
By: | | | |
Name: | Jeffrey M. Dayno, MD | Jeffrey Dierks | |
Title: | President & CEO | | |
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Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
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exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
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