UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
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 (see General Instruction A.2. below):
| 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 |
Name of each exchange on which registered | ||
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. |
Officer Retirement
On August 2, 2021, Brian G. Drazba, the Chief Financial Officer and Secretary of MEI Pharma, Inc. (the “Company”), and the Company entered into a Transition and Retirement Agreement with the Company (the “Retirement Agreement”). On December 21, 2021, Mr. Drazba and the Company mutually agreed to extend the term of Mr. Drazba’s employment to June 30, 2022 (or an earlier date determined by either party), pursuant to a letter agreement dated December 21, 2021 (the “Letter Agreement”). Mr. Drazba will be eligible to receive the separation benefits under the Retirement Agreement if his employment terminates for any reason other than for cause on or prior to June 30, 2022. Additionally, consistent with the extension of employment, if Mr. Drazba’s employment terminates without cause on or prior to June 30, 2022 (i) Mr. Drazba will vest in the same number of options as of his retirement date as he would have had he continued employment through the first anniversary of the retirement date, and (ii) he will be able to exercise his vested stock options through the first anniversary of his retirement date, or until the expiration of the option term, if earlier, subject to the terms of the applicable option agreements. The foregoing benefits are subject to Mr. Drazba signing and not revoking a release of claims and complying with applicable restrictive covenants. The parties may mutually agree to extend the term of the Retirement Agreement.
The foregoing descriptions of the Retirement Agreement and the Letter Agreement are qualified in their entirety by reference to the full text of the Transition and Retirement Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on August 5, 2021, and the Letter Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement between Brian G. Drazba and MEI Pharma, Inc. dated as of December 21, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| MEI PHARMA, INC. | ||
| By: | /s/ Daniel P. Gold | |
| Daniel P. Gold | ||
| Chief Executive Officer | ||
Dated: December 23, 2021
Exhibit 10.1
December 21, 2021
Brian G. Drazba
MEI Pharma, Inc.
11455 El Camino Real
Suite 250
San Diego, CA 92130
Dear Brian,
The purpose of this letter agreement is to amend the terms of the Transition and Retirement Agreement entered into between you and MEI Pharma, Inc. and its affiliates (“MEI”), dated August 2, 2021 (the “Retirement Agreement”), to reflect your new retirement date of June 30, 2022 (or an earlier date as determined by either party). Accordingly, the Retirement Agreement is hereby amended as follows:
| I. | Paragraph I (a) shall be replaced in its entirety as follows: |
| (a) | Transition Date. You and MEI have agreed that your employment with MEI will terminate effective June 30, 2022 (or such earlier date as may be determined by you or MEI), subject to the terms of this Agreement. Pursuant to Section l(b) below, you will remain employed through June 30, 2022, unless terminated earlier by you or MEI. The date on which your employment terminates for any reason, including your retirement on June 30, 2022, is referred to as the “Retirement Date.” If you or the Company wish to terminate your employment prior to June 30, 2022 (other than termination by the Company for Cause, as defined below), you or the Company, as applicable, will provide 30 days prior written notice of such termination. |
| 2. | Paragraph l (b)(i) shall be replaced in its entirety as follows: |
(i) Transition Period; Duties. During the period commencing on the Effective Date and ending on the first to occur of (i) June 30, 2022, (ii) the date on which MET appoints a new Chief Financial Officer (“CFO”), or (iii) the date on which your employment terminates for any reason, you will continue to serve as CFO of MEI with the duties, responsibilities and authority consistent with your duties as in effect immediately prior to the Effective Date; provided, that such duties will also include assisting in the orderly transition of your responsibilities as CFO and performing such other duties as may be reasonably assigned by the Chief Executive Officer of MEI (“CEO”). By signing this Agreement, you agree
11455 El Camino Real, Suite 250, San Diego, CA 92130 USA
Tel: +1 858 369 7100 Fax: +1 858 369 7101 www.meipharma.com
to perform these duties and responsibilities to the best of your abilities, in a diligent, trustworthy, professional, and efficient manner, and to comply with MEI’s policies and procedures in all material respects. The period from the Effective Date through the Retirement Date is referred to as the “Transition Period”
| 3. | Paragraphs 2(a), 2(b) and 2(c) shall be replaced in their entirety as follows: |
(a) Eligibility. Provided that you (i) separate from employment on or before June 30, 2022 other than for Cause, (ii) sign and do not revoke this Agreement, including the waiver and release of claims in favor of MEI and restrictive covenants contained in it, within twenty-one (21) days of receiving this Agreement, (iii) again sign and do not revoke this Agreement upon or within twenty-one (21) days after the Retirement Date, and (iv) remain in compliance with the terms of this Agreement and your continuing obligations under your February 1, 2017 employment letter (“Employment Agreement”) and your Employee Proprietary Information and Inventions Agreement dated April 3, 2017 (“Proprietary Information Agreement”), MEI agrees to provide you with the payments and benefits set forth in Section 0, below.
(b) Consideration. Subject to satisfying the eligibility criteria in Section 0, above, MEI agrees to provide you with the following payments and benefits (collectively referred to as the “Separation Benefits”):
(i) Severance Payment. MEI will pay you a lump sum payment of $414,140, which is equal to 12 months of your annual base salary, as soon as administratively practicable after the Effective Date (but not later than 60 days after the Retirement Date).
(ii) Stock Option Accelerated Vesting and Exercise Period. Your outstanding options to purchase MEI common stock shall vest and become exercisable on an accelerated basis as of the Retirement Date for the same number of shares that would have vested had you continued to be employed by MEI through the first anniversary of the Retirement Date (so that your total vested stock options will be as set forth on the attached Exhibit A). All other unvested stock options shall terminate and be forfeited as of the Retirement Date. You may exercise your vested stock options through the first anniversary of the Retirement Date, or until the expiration of the term, if earlier, subject to the terms of the applicable option agreements (other than the 90 day post-termination exercise period, which shall not apply).
(c) Termination for Cause. If MEI terminates your employment for Cause prior to June 30, 2022, your employment with MEI will end as of such date, and you will only be eligible to receive the payments and benefits set forth in Section-- for the avoidance of doubt, you will not be
| 11455 El Camino Real, Suite 250, San Diego, CA 92130 USA | ||
| Tel: +1 858 369 7100 Fax: +1 858 369 7101 www.meipharma.com | 2 |
eligible to receive any of the Separation Benefits. “Cause” shall have the meaning given that term in the Employment Agreement.
| 4. | Paragraph 13 shall be amended by adding an additional sentence at the end of such Paragraph as follows: |
“You and MEI may extend the term of this Agreement by a written amendment signed by both you and MEI.”
The amended terms of your Retirement Agreement set forth above will become effective as of the date these terms have been agreed to and accepted by you. Except as explicitly amended by this letter agreement, the Retirement Agreement will continue in full force and effect in accordance with its terms.
Please confirm your agreement with the foregoing by signing and returning to us a copy of this letter agreement no later than December 21, 2021.
Sincerely,
MEI Pharma, Inc.
| By | /s/ Daniel P. Gold |
12/21/21 | ||||
| Name: | Daniel P. Gold | Date | ||||
| Title: | Chief Executive Officer | |||||
| AGREED TO AND ACCEPTED BY: | ||||||
| /s/ Brian G. Drazba |
12/21/2021 | |||||
| Brian G. Drazba | Date | |||||
| 11455 El Camino Real, Suite 250, San Diego, CA 92130 USA | ||
| Tel: +1 858 369 7100 Fax: +1 858 369 7101 www.meipharma.com | 3 |