CADL 8-K
Candel Therapeutics, Inc. (CADL)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 June 12, 2026, Candel Therapeutics, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Charles Schoch, the Company’s Chief Financial Officer. The Employment Agreement provides for Mr. Schoch’s continued at-will employment and sets forth the terms and conditions of his employment. Pursuant to the Employment Agreement, Mr. Schoch will continue to receive an annual base salary of $468,600 and continues to be eligible for an annual bonus with a target amount of 40% of his base salary. Mr. Schoch is also eligible to participate in the Company’s employee benefit plans available to its employees, subject to the terms of those plans.
Pursuant to the Employment Agreement, in the event that Mr. Schoch’s employment is terminated by the Company without “cause” or by Mr. Schoch for “good reason” (each as defined in the Employment Agreement), subject to the execution and effectiveness of a “separation agreement and release” (as defined in the Employment Agreement) within 60 days of such termination, he will be entitled to receive (i) an amount equal to nine months of his then-current base salary plus his target annual bonus for the then-current year, payable in installments over nine months commencing within 60 days of termination, and (ii) subject to Mr. Schoch’s timely election to continue COBRA health coverage and copayment of premium amounts at the applicable active employees’ rate, the Company will continue to pay the share of the premiums that the Company would have paid to provide health insurance to Mr. Schoch until the earliest of (A) nine months following the date of termination or (B) Mr. Schoch’s eligibility for group medical plan benefits under any other employer’s group medical plan, or (C) the cessation of Mr. Schoch’s health continuation rights under COBRA, subject to customary deductions and payable in accordance with the Company’s normal payroll practices. Pursuant to the Employment Agreement, all equity awards held by Mr. Schoch that are subject to time based vesting will fully accelerate if Mr. Schoch’s employment is terminated by the Company without “cause” or by Mr. Schoch for “good reason” within one month prior to or 12 months following the consummation of a “change in control” (as such terms are defined in the Employment Agreement). The Employment Agreement also contains customary provisions regarding confidentiality, non-competition and non-solicitation.
The foregoing description of the material terms of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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104 |
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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.
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Candel Therapeutics, Inc. |
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Date: |
June 16, 2026 |
By: |
/s/ Paul Peter Tak |
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Paul Peter Tak, M.D., Ph.D., FMedSci |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and Charles Schoch. (the “Executive”) and is made effective as of June 12, 2026 (the “Effective Date”).
WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new terms and conditions contained herein: and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:
Whether a termination is for Cause shall be decided by the Board in their exclusive judgement and discretion, exercised in good faith. Prior to any termination for Cause pursuant to each event listed in (iv), (v) and (vi) above, to the extent such event(s) is capable of being cured by the Executive, (A) the Company shall give the Executive notice of such event(s), which notice shall be specify in reasonable detail the circumstances constituting Cause, and (B) there shall be no Cause with respect to any such event(s) if the Board determines in good faith that such events have been cured by Executive within fifteen (15) days after the delivery of such notice.
The “Good Reason Process” consists of the following steps:
If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
COMPANY:
Candel Therapeutics, Inc.
By: /s/ Paul Peter Tak
Name: Paul Peter Tak, M.D., Ph.D.
Title: President & CEO
EXECUTIVE:
/s/ Charles Schoch
Name: Charles Schoch
Title: CFO