EWTX 8-K
Edgewise Therapeutics, Inc. (EWTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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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 November 10, 2025, Edgewise Therapeutics, Inc. (the “Company”) announced the appointment of Michael Nofi as the Company’s Chief Financial Officer, effective November 10, 2025. Mr. Nofi will succeed the Company’s current Chief Financial Officer, Michael Carruthers, who notified the Company on November 10, 2025 that he intends to retire, effective immediately. Mr. Carruthers’ decision was not the result of any disagreement with the Company.
Mr. Nofi, age 54, brings over 30 years of leadership experience in finance and accounting across public and private companies primarily in the life sciences sector, with extensive experience in scaling finance operations, and supporting organizations through strategic growth, including commercialization. This comes at an important time as Edgewise advances its late-stage clinical development while preparing for commercialization. Prior to joining Edgewise, Mr. Nofi served as Chief Accounting Officer of SpringWorks Therapeutics for six years from November 2019 to July 2025 where he directed financial operations, ensuring compliance, accurate reporting, and strategic financial planning to support the business growth from an R&D organization to a global commercial company. Prior to SpringWorks, Mr. Nofi was Chief Accounting Officer and Vice President of Global Accounting and Corporate FP&A at The Nature’s Bounty Co. Mr. Nofi also held senior finance roles at Acorda Therapeutics, Allergan plc, and Forest Laboratories. Mr. Nofi holds a B.S. in accounting and an M.B.A. from Villanova University and is a Certified Public Accountant.
In connection with the appointment of Mr. Nofi as the Company’s Chief Financial Officer, the Company and Mr. Nofi entered into an employment offer letter. Mr. Nofi’s annual base salary will be $465,000, less any applicable withholdings. Mr. Nofi will be eligible for an annual target cash bonus equal to 40% of his annual base salary based on achieving performance objectives established by the Company’s board of directors (“Board”) or the compensation committee of the Board. The employment letter also provides that Mr. Nofi will be granted a stock option to purchase 262,500 shares of the Company’s common stock under the Company’s 2024 Inducement Equity Incentive Plan (the “Plan”). The shares subject to the option are scheduled to vest as to 25% on the one-year anniversary of the grant date, with one thirty-sixth of the balance of the shares vesting monthly thereafter, on the same day of the month as the grant date, subject to Mr. Nofi’s continued services to the Company through the applicable vesting date. Mr. Nofi will also receive an award of 43,750 restricted stock units under the Plan, which will vest over four years in four equal annual installments, subject to his continued service with the Company through each vesting date. The foregoing description of the employment offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the employment offer letter, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Nofi will participate in the Company’s Executive Change in Control and Severance Plan as described in the section titled “Potential Payments Upon Termination or Change in Control” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2025 (File No. 001-40236) and which is filed as Exhibit 10.12 to the Company’s registration statement on Form S-1 (File No. 333-253923) on March 5, 2021.
Mr. Nofi is expected to enter into an indemnification agreement on the Company’s standard form.
There are no arrangements or understandings between Mr. Nofi and any other persons pursuant to which he was appointed Chief Financial Officer. There are no family relationships between Mr. Nofi and any director or executive officer of the Company and the Company has not entered into any transactions with Mr. Nofi that are reportable pursuant to Item 404(a) of Regulation S-K.
To support continuity and a smooth transition, it is expected that Mr. Carruthers will remain an at-will employee of the Company until January 31, 2026 following which it is anticipated that he will provide consulting services to the Company until October 31, 2026. In connection with such roles, the Company expects to enter into a Letter Agreement and Consulting Agreement with Mr. Carruthers. Under the Consulting Agreement, Mr. Carruthers will receive an hourly fee for his consulting services and his outstanding equity awards will continue to vest in accordance with their terms until the term of the Consulting Agreement ends. The foregoing description of the Letter Agreement and Consulting Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2025.
| Item 7.01 | Regulation FD Disclosure. |
On November 10, 2025, the Company issued a press release announcing the appointment of Mr. Nofi as Chief Financial Officer of the Company and the retirement of Mr. Carruthers as Chief Financial Officer of the Company. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as Exhibit 99.1, is being “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit |
Description | |
| 10.1# | Employment Offer Letter by and between the Company and Michael Nofi, dated November 10, 2025 | |
| 99.1 | Press Release dated November 10, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
# Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
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.
| EDGEWISE THERAPEUTICS, INC. | ||
| By: | /s/ Kevin Koch | |
| Kevin Koch | ||
| Chief Executive Officer | ||
Date: November 10, 2025
Exhibit 10.1
Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request, however the registrant may request confidential treatment of omitted items.
October 10, 2025
Michael Nofi
Re: Employment Offer
Dear Mr. Nofi,
This will confirm the terms under which Edgewise Therapeutics, Inc. (the “Company”) has made you an offer of employment:
1. Position. You will serve as Chief Financial Officer and shall perform such duties as are ordinary, customary and necessary in such role. You will report to the Chief Executive Officer of the Company. Your start date with the Company shall be November 10, 2025 (the “Start Date”). The Start Date may be later if agreed to by both you and the Company. You shall devote your full business time, skill and attention to the performance of your duties on behalf of the Company. You will devote your efforts to the interests of the Company as set forth in the preceding sentence and will not engage in other employment or in any activities detrimental to the interests of the Company without the prior written consent of the Company.
You will be permitted to perform your duties remotely from New York, subject to customary travel as reasonably required by the Company and necessary to perform your job duties, including to the Company’s corporate offices located in Boulder, Colorado. We ask that you keep us informed of the location from which you are performing services in order to ensure compliance with applicable laws, rules, policies, and regulations. Subject to any shelter-in-place order, quarantine order, or similar work-from-home requirement affecting your ability to be present at our Boulder offices, you can of course choose to perform your duties from there.
You are being offered employment at the Company based on your general personal skills and experience, and not due to your knowledge of any confidential, proprietary or trade secret information of a prior or current employer, or any goodwill or business relations you may have developed in connection with such employment. Should you accept this offer, you must not make use of or disclose any such information from a prior or current employer or to retain or disclose any materials from a prior or current employer.
2. Proof of Right to Work; Assignment Agreement. On or before your first day of work you will be required to prove your eligibility for employment under the Immigration and Reform Control Act of 1986. You will also be required to sign and comply with the Company’s standard invention assignment and proprietary information agreement (“Confidentiality Agreement”) which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company and non-disclosure of proprietary information.
3. Compensation and Benefits.
a) Salary. The Company agrees to pay you an annual salary of four hundred sixty-five thousand dollars ($465,000), which will be payable, less any applicable withholdings, in accordance with the Company’s normal payroll practices. Your salary will be subject to review and adjustment from time to time by our Board of Directors (the “Board”) or its Compensation Committee (the “Committee”), as applicable, in its sole discretion.
b) Bonus. You will be eligible for a discretionary performance bonus up to 40% of your annual salary earned during the fiscal year, based on achieving performance objectives established by the Board or the Committee, as applicable, in its sole discretion and payable upon achievement of those objectives as determined by the Committee. Unless determined otherwise by the Board or Committee, as applicable, (i) any such bonus will be subject to your continued employment through and until the date of payment and (ii) any bonus for the fiscal year in which you commence employment with the Company will be prorated based on the period during such fiscal year that you are employed with the Company. Any such bonus amounts paid will be subject to any applicable withholdings. Your annual bonus opportunity and the applicable terms and conditions may be adjusted from time to time by our Board or the Committee, as applicable, in its sole discretion.
c) Stock Options. Subject to approval of the Committee, as a material inducement to you accepting employment with the Company, you will receive an option (the “Option”) to purchase 262,500 shares of the Company’s common stock pursuant to the Company’s 2024 Inducement Equity Incentive Plan (the “Plan”) and the form of option agreement approved by the Board for use under the Plan (collectively, the “Option Documents”). The per share exercise price of the Option will equal the per share fair market value of the common stock on the date of grant, as determined under the Option Documents. So long as you continue in service with the Company, the Option will vest and become exercisable with respect to 25% of the shares on the one-year anniversary of your Start Date, and with respect to the balance of the shares underlying the Initial Option, in thirty-six (36) equal monthly installments upon your completion of each additional month of service thereafter. In addition to the Option, subject to the approval of the Committee, as a material inducement to you accepting employment with the Company, you will receive an award of 43,750 restricted stock units (the “RSU Award”). The shares subject to the RSU Award will vest over four years in four equal annual installments, subject to your continued service with the Company through each vesting date. The RSU Award will be governed by the Plan and the form of restricted stock unit award agreement approved by the Board for use under the Plan (collectively, the “RSU Award Documents”).
d) Benefits. You will be eligible to participate in the benefit plans and programs established by the Company for its employees from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements.
e) Electronic Devices and Expenses. The Company will (1) provide you with, or reimburse you for certain expenses incurred by you in connection with the use of, electronic devices (such as a computer or cell phone), and (2) reimburse you for reasonable travel or other expenses incurred by you, in each case in the furtherance of or in connection with the performance of your employment duties, pursuant and subject to the terms of the Company’s travel and expense reimbursement policy as may be in effect from time to time. The Company reserves the right to modify, amend, suspend or terminate the benefit plans, programs, and arrangements it offers to its employees at any time.
4. Severance. Subject to the approval of the Committee, you will be eligible to participate in the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”) at the CFO level, based on your position within the Company. The Severance Plan and your Participation Agreement are attached to this letter as Exhibit A.
5. At-Will Employment. You will be an at will employee of the Company, which means that the employment relationship can be terminated by either you or the Company for any reason, at any time, with or without prior notice and with or without cause. Any statements or representations to the contrary should be regarded by you as ineffective. Any modification or change in the at-will employment status may only occur by way of a written employment agreement signed by you and an authorized member of the Board.
6. Expiration. This offer shall expire on October 20, 2025 and is contingent on (i) your signing the Company’s Confidentiality Agreement in the form attached to this letter as Exhibit B, (ii) and satisfactory completion of a pre-employment education verification and background checks and (iii) your acceptance or this offer not violating, conflicting with or constituting a default under any other contractual obligation between you and any third party.
7. Protected Activity Not Prohibited. The Company and you acknowledge and agree that nothing herein limits or prohibits you from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. In addition, nothing herein is intended to limit your rights to discuss the terms, wages, and working conditions of their employment, nor to deny employees the right to disclose information pertaining to sexual harassment or any unlawful or potentially unlawful conduct, as protected by applicable law. You further understand that you are not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, you acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit C.
8. Miscellaneous. This letter, together with the Confidentiality Agreement, the Option Documents, and the Severance Plan and Participation Agreement thereunder, constitute the entire agreement between you and the Company regarding the material terms and conditions of your employment, and they supersede and replace all prior negotiations, representations or agreements between you and the Company. This letter will be governed by the laws of the State of Colorado but without regard to the conflict of law provision. This letter may be modified only by a written agreement signed by a duly authorized officer of the Company (other than yourself) and you.
Please indicate your acceptance to the foregoing terms by signing this letter where indicated below and returning it to me.
Remaining portion of this page left blank intentionally.
I am delighted that you will be joining our team and I am looking forward to working with you. If you have any questions, please give me a call.
| Best regards, | |
| Edgewise Therapeutics, Inc. | |
| /s/ Kevin Koch | |
| Kevin Koch, Ph.D. | |
| Chief Executive Officer | |
| AGREED TO AND ACCEPTED BY: | |
| /s/ Michael Nofi | |
| Michael Nofi | |
Exhibit A
Executive Change in Control and Severance Plan and Participation Agreement
EDGEWISE THERAPEUTICS, INC.
EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION
1. Introduction. The purpose of this Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan (the “Plan”) is to provide assurances of specified benefits to certain employees of the Company whose employment could be being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described in the Plan. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document is both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.
2. Important Terms. The following words and phrases, when the initial letter of the term is capitalized, will have the meanings set forth in this Section 2, unless a different meaning is plainly required by the context:
2.1 “Administrator” means the Company, acting through the Compensation Committee or another duly constituted committee of members of the Board, or any person to whom the Administrator has delegated any authority or responsibility with respect to the Plan pursuant to Section 11, but only to the extent of such delegation.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Cause” has the meaning set forth in the Participant’s Participation Agreement or, if no definition is set forth, means that one or more of the following has occurred: (i) any willful, material violation by Participant of any law or regulation applicable to the business of the Company or a parent or subsidiary of the Company, (ii) Participant’s conviction for, or guilty or no contest plea to, a felony or a crime involving moral turpitude or any willful perpetration by Participant of a common law fraud, (iii) Participant’s commission of fraud, embezzlement, or material theft against the Company or a parent or subsidiary of the Company, (iv) Participant’s material breach of any applicable invention assignment and/or confidentiality agreement or similar agreement with the Company or a parent or subsidiary of the Company, or (v) Participant’s willful and continued failure or refusal to perform the material, lawful duties required of him or her, provided that, with respect to any such willful and continued failure or refusal to perform, prior to Participant’s termination, the Company will have given Participant written notice of the failure or refusal and the opportunity to cure such failure or refusal within thirty (30) days of such notice.
2.4 “Change in Control” means the occurrence of any of the following events:
(a) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (a). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
(b) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
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Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
2.5 “Change in Control Period” means the time period beginning on the date that is 3 months prior to a Change in Control and ending on the date that is 12 months following a Change in Control.
2.6 “CIC Qualifying Termination” means a termination of a Participant’s employment with the Company (or any parent or subsidiary of the Company) within the Change in Control Period by (i) the Participant for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) without Cause (excluding by reason of the Participant’s death or Disability).
2.7 “Code” means the Internal Revenue Code of 1986, as amended.
2.8 “Company” means Edgewise Therapeutics, Inc., a Delaware corporation, and any successor that assumes the obligations of the Company under the Plan, by way of merger, acquisition, consolidation or other transaction.
2.9 “Compensation Committee” means the Compensation Committee of the Board.
2.10 “Director” means a member of the Board.
2.11 “Disability” means “Disability” as defined in the Company’s long-term disability plan or policy then in effect with respect to that Participant, as such plan or policy may be in effect from time to time, and, if there is no such plan or policy, a total and permanent disability as defined in Code Section 22(e)(3).
2.12 “Equity Awards” means a Participant’s outstanding stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.
2.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
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2.14 “Good Reason” has the meaning set forth in the Participant’s Participation Agreement or, if no definition is set forth, means the occurrence of one or more of the following (through a single action or series of actions), without the Participant’s written consent, with respect to Participant, provided that the Company receives, within thirty (30) days following the occurrence of any of the events set forth herein, written notice from Participant indicating the specific basis for Participant’s belief that Participant are entitled to terminate employment for Good Reason, the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and Participant terminates employment within thirty (30) days following expiration of such cure period or the Company’s written notice to Participant that it will decline to cure the condition: (i) a material diminution in Participant’s base salary that is not accompanied by a material diminution in the base salary of other similarly-situated employees of the Company and its parents and subsidiaries (provided that a reduction in base salary of less than 10% will not be deemed to be material), (ii) a relocation of Participant’s principal place of employment that increases Participant’s one-way commute by more than fifty (50) miles based on Participant’s primary residence at the time the relocation is announced, or (iii) a substantial diminution in Participant’s authorities, duties, or responsibilities (although if Participant is an officer of the Company, a change from one officer position of the Company to another office position of the Company shall not alone be deemed to be a substantial diminution).
2.15 “Non-CIC Qualifying Termination” means a termination of a Participant’s employment with the Company (or any parent or subsidiary of the Company) other than within the Change in Control Period by the Company (or any parent or subsidiary of the Company) without Cause (excluding by reason of the Participant’s death or Disability).
2.16 “Participant” means an employee of the Company or of any subsidiary of the Company who (a) has been designated by the Administrator to participate in the Plan either by position or by name and (b) has timely and properly executed and delivered a Participation Agreement to the Company.
2.17 “Participation Agreement” means the individual agreement (as will be provided in separate cover as Appendix A) provided by the Administrator to a Participant under the Plan, which has been signed and accepted by the Participant.
2.18 “Plan” means the Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan, as set forth in this document, and as hereafter amended from time to time.
2.19 “Section 409A Limit” means 200% of the lesser of: (i) the Participant’s annualized compensation based upon the annual rate of pay paid to the Participant during the Participant’s taxable year preceding the Participant’s taxable year of the Participant’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Participant’s employment is terminated.
2.20 “Severance Benefits” means the compensation and other benefits that the Participant will be provided in the circumstances described in Section 4.
2.21 “Qualifying Termination” means a CIC Qualifying Termination or a Non-CIC Qualifying Termination, as applicable.
3. Eligibility for Severance Benefits. A Participant is eligible for Severance Benefits, as described in Section 4, only if he or she experiences a Qualifying Termination.
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4. Qualifying Termination. Upon a Qualifying Termination, then, subject to the Participant’s compliance with Section 6, the Participant will be eligible to receive the following Severance Benefits as described in Participant’s Participation Agreement, subject to the terms and conditions of the Plan and the Participant’s Participation Agreement:
4.1 Cash Severance Benefits. Cash severance equal to the amount set forth in the Participant’s Participation Agreement and payable in cash at the time(s) specified the Participant’s Participation Agreement.
4.2 Continued Medical Benefits. If the Participant, and any spouse and/or dependents of the Participant (“Family Members”) has or have coverage on the date of the Participant’s Qualifying Termination under a group health plan sponsored by the Company, the Company will reimburse the Participant the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) during the period of time following the Participant’s employment termination, as set forth in the Participant’s Participation Agreement, provided that the Participant validly elects and is eligible to continue coverage under COBRA for the Participant and his Family Members. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Participant a lump sum payment equal to the monthly COBRA premium (on an after-tax basis) that the Participant would be required to pay to continue the group health coverage in effect on the date of the Participant’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by the number of months in the period of time set forth in the Participant’s Participation Agreement following the termination, which payments will be made regardless of whether the Participant elects COBRA continuation coverage.
4.3 Equity Award Vesting Acceleration Benefit. Only to the extent specifically provided in the Participant’s Participation Agreement, a portion of Participant’s Equity Awards will vest and, to the extent applicable, become immediately exercisable.
5. Limitation on Payments. In the event that the severance and other benefits provided for in this Plan or otherwise payable to a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the 280G Payments will be either:
(x) delivered in full, or
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(y) delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of a Participant’s equity awards.
A nationally recognized professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will make any determination required under this Section 5. Such determinations will be made in writing by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Participant and the Company. For purposes of making the calculations required by this Section 5 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant and the Company will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.
6. Conditions to Receipt of Severance.
6.1 Release Agreement. As a condition to receiving the Severance Benefits, each Participant will be required to sign and not revoke a separation and release of claims agreement in a form reasonably satisfactory to the Company (the “Release”). In all cases, the Release must become effective and irrevocable no later than the 60th day following the Participant’s Qualifying Termination (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, the Participant will forfeit any right to the Severance Benefits. In no event will the Severance Benefits be paid or provided until the Release becomes effective and irrevocable.
6.2 Confidential Information. A Participant’s receipt of Severance Benefits will be subject to the Participant continuing to comply with the terms of any confidentiality, proprietary information and inventions agreement between the Participant and the Company.
6.3 Non-Disparagement. As a condition to receiving Severance Benefits under this Plan, the Participant agrees that following the Participant’s termination, the Participant will not knowingly and materially disparage, libel, slander, or otherwise make any materially derogatory statements regarding the Company or any of its officers or directors. Notwithstanding the foregoing, nothing contained in the Plan will be deemed to restrict the Participant from providing information to any governmental or regulatory agency or body (or in any way limit the content of any such information) to the extent the Participant is required to provide such information pursuant a subpoena or as otherwise required by applicable law or regulation, or in accordance with any governmental investigation or audit relating to the Company.
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6.4 Other Requirements. Severance Benefits under this Plan shall terminate immediately for a Participant if such Participant, at any time, violates any such agreement and/or the provisions of this Section 6.
7. Timing of Severance Benefits. Unless otherwise provided in a Participant’s Participation Agreement, provided that the Release becomes effective and irrevocable by the Release Deadline Date and subject to Section 9, the Severance Benefits will be paid, or in the case of installments, will commence, on the first Company payroll date following the Release Deadline Date (such payment date, the “Severance Start Date”), and any Severance Benefits otherwise payable to the Participant during the period immediately following the Participant’s termination of employment with the Company through the Severance Start Date will be paid in a lump sum to the Participant on the Severance Start Date, with any remaining payments to be made as provided in this Plan and the Participant’s Participation Agreement.
8. Exclusive Benefit. Except as otherwise specifically provided in Appendix A, the Severance Benefits shall be the exclusive benefit for a Participant related to termination of employment with the Company (or any parent or subsidiary).
9. Section 409A.
9.1 Notwithstanding anything to the contrary in this Plan, no Severance Benefits to be paid or provided to a Participant, if any, under this Plan that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or provided until the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no Severance Benefits payable to a Participant, if any, under this Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Participant has a “separation from service” within the meaning of Section 409A.
9.2 It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9(c) below or resulting from an involuntary separation from service as described in Section 9(d) below. In no event will a Participant have discretion to determine the taxable year of payment of any Deferred Payment.
9.3 Notwithstanding anything to the contrary in this Plan, if a Participant is a “specified employee” within the meaning of Section 409A at the time of the Participant’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first 6 months following the Participant’s separation from service, will become payable on the date 6 months and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Participant’s death following the Participant’s separation from service, but before the 6 month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.
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9.4 Any amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 9.
9.5 Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Section 9.
9.6 The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Severance Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants, to comply with Section 409A or to avoid income recognition under Section 409A prior to the actual payment of Severance Benefits or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes or other costs that may be imposed on the Participant as result of Section 409A.
10. Withholdings. The Company will withhold from any Severance Benefits all applicable U.S. federal, state, local and non-U.S. taxes required to be withheld and any other required payroll deductions.
11. Administration. The Company is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA). The Plan will be administered and interpreted by the Administrator (in his or her sole discretion). The Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any decision made or other action taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term or condition of the Plan, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. In accordance with Section 2(a), the Administrator (a) may, in its sole discretion and on such terms and conditions as it may provide, delegate in writing to one or more officers of the Company all or any portion of its authority or responsibility with respect to the Plan, and (b) has the authority to act for the Company (in a non-fiduciary capacity) as to any matter pertaining to the Plan; provided, however, that any Plan amendment or termination or any other action that reasonably could be expected to increase materially the cost of the Plan must be approved by the Board.
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12. Eligibility to Participate. To the extent that the Administrator has delegated administrative authority or responsibility to one or more officers of the Company in accordance with Sections 2(a) and 11, each such officer will not be excluded from participating in the Plan if otherwise eligible, but he or she is not entitled to act upon or make determinations regarding any matters pertaining specifically to his or her own benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding any matters pertaining specifically to the benefit or eligibility of each such officer under the Plan.
13. Amendment or Termination. The Company, by action of the Administrator, reserves the right to amend or terminate the Plan at any time, without advance notice to any Participant and without regard to the effect of the amendment or termination on any Participant or on any other individual, subject to the following; provided, however, that any amendment or termination of the Plan that is materially detrimental to a Participant prior to such amendment or termination of the Plan will not be effective with respect to such Participant without such Participant’s prior written consent. Any amendment or termination of the Plan will be in writing. Notwithstanding the foregoing, any amendment to the Plan that (a) causes an individual to cease to be a Participant, or (b) reduces or alters to the detriment of the Participant the Severance Benefits potentially payable to that Participant (including, without limitation, imposing additional conditions or modifying the timing of payment), will not be effective without that Participant’s written consent. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity.
14. Claims and Appeals.
14.1 Claims Procedure. Any employee or other person who believes he or she is entitled to any Severance Benefits may submit a claim in writing to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount of his or her Severance Benefits or (ii) the date the claimant learned that he or she will not be entitled to any Severance Benefits. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will describe any additional information needed to support the claim and the Plan’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90 day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.
14.2 Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of its decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.
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15. Attorneys’ Fees. The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Plan.
16. Source of Payments. All payments under the Plan will be paid from the general funds of the Company; no separate fund will be established under the Plan, and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other general unsecured creditor of the Company.
17. Inalienability. In no event may any current or former employee of the Company or any of its subsidiaries or affiliates sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.
18. No Enlargement of Employment Rights. Neither the establishment or maintenance or amendment of the Plan, nor the making of any benefit payment hereunder, will be construed to confer upon any individual any right to continue to be an employee of the Company. The Company expressly reserves the right to discharge any of its employees at any time, with or without cause. However, as described in the Plan, a Participant may be entitled to Severance Benefits depending upon the circumstances of his or her termination of employment.
19. Successors. Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Plan and agree expressly to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Plan, the term “Company” will include any successor to the Company’s business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise.
20. Applicable Law. The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of Colorado (but not its conflict of laws provisions).
21. Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
22. Headings. Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.
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23. Indemnification. The Company hereby agrees to indemnify and hold harmless the officers and employees of the Company, and the members of its Board, from all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration, amendment or termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will cover all such liabilities, including judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to the extent that insurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such person by the Company.
24. Additional Information.
| Plan Name: | Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan | |
| Plan Sponsor: | Edgewise Therapeutics, Inc. 3415 Colorado Ave Boulder, CO 80303 (303) 735-8373 | |
| Identification Numbers: | EIN: 82-1725586 PLAN: [______] | |
| Plan Year: | Company’s fiscal year | |
| Plan Administrator: | Edgewise Therapeutics, Inc. Attention: Administrator of the Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan 3415 Colorado Ave Boulder, CO 80303 (303) 735-8373 | |
| Agent for Service of Legal Process: | Edgewise Therapeutics, Inc. Attention: General Counsel 3415 Colorado Ave Boulder, CO 80303 (303) 735-8373 | |
| Service of process also may be made upon the Administrator. | ||
| Type of Plan | Severance Plan/Employee Welfare Benefit Plan | |
| Plan Costs | The cost of the Plan is paid by the Company. |
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25. Statement of ERISA Rights.
As a Participant under the Plan, you have certain rights and protections under ERISA:
You may examine (without charge) all Plan documents, including any amendments and copies of all documents filed with the U.S. Department of Labor. These documents are available for your review in the Company’s human resources department.
You may obtain copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable charge may be made for such copies.
In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Participants. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the denial of your claim reviewed. (The claim review procedure is explained in Section 14 above.)
Under ERISA, there are steps you can take to enforce the above rights. For example, if you request materials and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent due to reasons beyond the control of the Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.
In any case, the court will decide who will pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous.
If you have any questions regarding the Plan, please contact the Administrator. If you have any questions about this statement or about your rights under ERISA, you may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You also may obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
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Appendix A
Edgewise Therapeutics, Inc. Executive
Change in Control and Severance Plan
Participation Agreement
Edgewise Therapeutics, Inc. (the “Company”) is pleased to inform you, the undersigned that you have been selected to participate in the Company’s Executive Change in Control and Severance Plan (the “Plan”) as a Participant.
A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.
The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits if you experience a Qualifying Termination.
1. Non-CIC Qualifying Termination. Upon your Non-CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will receive:
(a) Cash Severance Benefits. A lump sum payment equal to [CEO: 12; C-team: 9; SVP/VP: 3] months of your base salary (less applicable withholding taxes).
(b) Continued Medical Benefits. Your reimbursement of continued health coverage under COBRA or a taxable lump sum payment in lieu of reimbursement, as applicable, and as described in Section 4(b) of the Plan will be provided for a period of [CEO: 12; C-team: 9; SVP/VP: 3] months following the date of your Qualifying Termination.
(c) [C-Suite Only: Equity Award Vesting Acceleration. [Kevin Koch/Alan Russell: The portion of your then-outstanding and unvested Equity Awards that would have vested had your employment continued through the one year anniversary of the date of your Non-CIC Qualifying Termination will become vested and, to the extent applicable, become immediately exercisable, provided that, for the purposes of this Section 1(c), a termination by you for Good Reason will be treated as a Non-CIC Qualifying Termination in the case of your Equity Awards granted on [Kevin Koch: November 15, 2019, and September 2, 2020,][Alan Russell: August 9, 2017 (as amended November 15, 2019), August 31, 2018 (as amended November 15, 2019), November 15, 2019, and September 2, 2020].] [Other C-Suite: The portion of your then-outstanding and unvested first Equity Award granted to you by the Company in connection with your commencement of employment with the Company that would have vested had your employment continued through the one year anniversary of the date of your Non-CIC Qualifying Termination will become vested and, to the extent applicable, become immediately exercisable][Behrad Derakhshan: provided that, for the purposes of this Section 1(c), a termination by you for Good Reason will be treated as a Non-CIC Qualifying Termination in the case of your Equity Award granted on September 22, 2020, but only in the event that such termination occurs prior to September 21, 2021]. If an outstanding Equity Award is to vest based on, and/or the amount of the award to vest is to be determined based on, the achievement of performance criteria, then the vesting in the preceding sentence will be applied assuming the performance criteria had been achieved at target levels for any performance period(s) scheduled to conclude prior to the one year anniversary of your Non-CIC Qualifying Termination.
2. CIC Qualifying Termination. Upon your CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will receive:
(a) Cash Severance Benefits. A lump-sum payment equal to the sum of: (i) [CEO: 18; C-team: 12; SVP/VP: 6] months of your base salary plus (ii) [CEO: 150%; C-team: 100% of your target bonus in effective for the year of the CIC Qualifying Termination] [SVP/VP: a pro-rated portion reflecting the number of months within the calendar year of your CIC Qualifying Termination that you were employed of your target annual bonus in effect for the year of the CIC Qualifying Termination] (less applicable withholding taxes).
(b) Continued Medical Benefits. Your reimbursement of continued health coverage under COBRA or a taxable lump sum payment in lieu of reimbursement, as applicable, and as described in Section 4(b) of the Plan, will be provided for a period of [CEO: 18; C-team: 12; SVP/VP: 6] months following the date of your Qualifying Termination.
(c) Equity Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full and, to the extent applicable, become immediately exercisable (it being understood that forfeiture of any equity awards due to termination of employment will be tolled to the extent necessary to implement this section (c)). If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).
3. Non-Duplication of Payment or Benefits. If (a) your Qualifying Termination occurs prior to a Change in Control that qualifies you for Severance Benefits under Section 1 of this Participation Agreement and (b) a Change in Control occurs within the 3-month period following your Qualifying Termination that qualifies you for the superior Severance Benefits under Section 2 of this Participation Agreement, then (i) you will cease receiving any further payments or benefits under Section 1 of this Participation Agreement and (ii) the Cash Severance Benefits, Continued Medical Benefits, and Equity Award Vesting Acceleration, as applicable, otherwise payable under Section 2 of this Participation Agreement each will be offset by the corresponding payments or benefits you already received under Section 1 of this Participation Agreement in connection your Qualifying Termination (if any).
4. Exclusive Benefit. In accordance with Section 8 of the Plan, the benefits, if any, provided under this Plan will be the exclusive benefits for a Participant related to his or her termination of employment with the Company and/or a change in control of the Company and will supersede and replace any severance and/or change in control benefits set forth in any offer letter, employment or severance agreement and/or other agreement between the Participant and the Company, including any equity award agreement; provided that the terms of the stock option award granted to you December 16, 2020, will continue to apply to that stock option award. For the avoidance of doubt, if you were otherwise eligible to participate in any other Company severance and/or change in control plan (whether or not subject to ERISA), then participation in this Plan will supersede and replace eligibility in such other plan, other than in the case of the stock option award granted to you December 16, 2020.
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In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period, and otherwise comply with the requirements under Section 6 of the Plan.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Executive Change in Control and Severance Plan and Summary Plan Description; (2) you have carefully read this Participation Agreement and the Executive Change in Control and Severance Plan and Summary Plan Description and you acknowledge and agree to its terms in accordance with the terms of the Plan and this Participation Agreement; and (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors.
[Signature page follows]
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| EDGEWISE THERAPEUTICS, INC. | PARTICIPANT |
| Signature | Signature | |
| Name | Name | |
| Title | Date |
Attachment: Edgewise Therapeutics,Inc. Executive Change in Control and Severance Plan and Summary Plan Description
[Signature page to the Participation Agreement]
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Exhibit B
Confidentiality Agreement
[Exhibit B has been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request, however the registrant may request confidential treatment of omitted items.]
Exhibit C
Section 7 of the Defend Trade Secrets Act of 2016
“ . . . An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. . . . An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
Exhibit 99.1
|
News Release |
Edgewise Therapeutics Announces Appointment of Michael Nofi as Chief Financial Officer, and the Retirement of Current CFO, R. Michael Carruthers
Boulder, Colo., (November 10, 2025) — Edgewise Therapeutics, Inc., (Nasdaq: EWTX), a leading muscle disease biopharmaceutical company developing novel therapeutics for muscular dystrophies and serious cardiac conditions, today announced the appointment of Michael Nofi, as Chief Financial Officer (CFO), effective November 10, 2025. Mr. Nofi joins Edgewise after serving as Chief Accounting Officer (CAO) at SpringWorks Therapeutics, Inc. Mr. Nofi will succeed Edgewise CFO, R. Michael Carruthers, who is retiring.
“As we enter a pivotal stage in our Company’s evolution, we are thrilled to welcome Michael Nofi to the Edgewise team,” said Kevin Koch, Ph.D., President and Chief Executive Officer, Edgewise Therapeutics. “Mr. Nofi brings extensive financial leadership experience in the biotech sector, with proven expertise driving financial readiness for commercialization, which will be instrumental as we advance our late-stage development programs. I also want to extend our sincere gratitude to Mr. Carruthers for his exceptional leadership and many contributions over the past five years, including guiding Edgewise through our successful IPO and subsequent financings. We are deeply appreciative of his support during this transition and wish him all the best in his well-deserved retirement.”
Mr. Nofi brings over 30 years of leadership experience in finance and accounting across public and private companies primarily in the life sciences sector, with extensive experience in scaling finance operations, and supporting organizations through strategic growth, including commercialization. This comes at an important time as Edgewise advances its late-stage clinical development while preparing for commercialization. Prior to joining Edgewise, Mr. Nofi served as CAO of SpringWorks Therapeutics for six years where he directed financial operations, ensuring compliance, accurate reporting, and strategic financial planning to support the business growth from an R&D organization to a global commercial company. Prior to SpringWorks, Mr. Nofi was CAO and Vice President of Global Accounting and Corporate FP&A at The Nature’s Bounty Co. Mr. Nofi also held senior finance roles at Acorda Therapeutics, Allergan plc, and Forest Laboratories. Mr. Nofi holds a B.S. in accounting and an M.B.A. from Villanova University and is a Certified Public Accountant.
About Edgewise Therapeutics
Edgewise Therapeutics is a leading muscle disease biopharmaceutical company developing novel therapeutics for muscular dystrophies and serious cardiac conditions. The Company’s deep expertise in muscle physiology is driving a new generation of novel therapeutics. Sevasemten is an orally administered first-in-class fast skeletal myosin inhibitor in late-stage clinical trials in Becker and Duchenne muscular dystrophies. EDG-7500 is a novel cardiac sarcomere modulator for the treatment of hypertrophic cardiomyopathy and other diseases of diastolic dysfunction, currently in Phase 2 clinical development. EDG-15400 is a novel cardiac sarcomere modulator for the treatment of heart failure, currently in Phase 1 clinical development. The entire team at Edgewise is dedicated to our mission: changing the lives of patients and families affected by serious muscle diseases. To learn more, go to: www.edgewisetx.com or follow us on LinkedIn, X , Facebook and Instagram.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the potential of, and expectations regarding, Edgewise’s product candidates and programs, including sevasemten, EDG-7500 and EDG-15400; statements regarding Edgewise’s ability to advance its late-stage clinical development programs and commercialize its product candidates; and statements by Edgewise’s President and Chief Executive Officer. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based upon Edgewise’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties, including but not limited to: risks associated with Edgewise’s limited operating history, its products being early in development and not having products approved for commercial sale; risks associated with Edgewise not having generated any revenue to date; Edgewise’s ability to achieve objectives relating to the discovery, development and commercialization of its product candidates, if approved; Edgewise’s need for substantial additional capital to finance its operations; Edgewise’s substantial dependence on the success of sevasemten and EDG-7500; Edgewise’s ability to develop and commercialize sevasemten, EDG-7500 and EDG-15400; risks related to Edgewise’s clinical trials of its product candidates not demonstrating safety and efficacy; risks related to Edgewise’s product candidates causing serious adverse events, toxicities or other undesirable side effects; the outcome of preclinical testing and early clinical trials not being predictive of the success of later clinical trials and the risks related to the results of Edgewise’s clinical trials not satisfying the requirements of regulatory authorities; delays or difficulties in the enrollment and/or maintenance of patients in clinical trials; risks related to failure to capitalize on other indications or product candidates; risks related to competition; risks relating to interim, topline and preliminary data from Edgewise’s clinical trials changing as more patient data becomes available; risks related to failure to develop a proprietary drug discovery platform; risks related to exposure to additional risk if we develop sevasemten and potential other programs in connection with other therapies; risks related to production of drugs by Edgewise’s third-party manufacturers; risks related to changes in methods of product candidate manufacturing or formulation; risks related to not achieving adequate market acceptance; risks related to the patient population for our product candidates having a small patient population; risks related to the regulatory approval processes of domestic and foreign authorities being lengthy, time consuming and inherently unpredictable; risks relating to disruptions at the FDA, the SEC and other government agencies; risks relating to Edgewise’s ability to attract and retain highly skilled executive officers and employees; Edgewise’s ability to obtain and maintain intellectual property protection for its product candidates; Edgewise’s reliance on third parties; risks related to future acquisitions or strategic partnerships; risks related to general economic and market conditions; and other risks. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that Edgewise files from time to time with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and Edgewise assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.
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Investors
Behrad Derakhshan, Ph.D., Chief Operating Officer
Media
Maureen Franco, VP Corporate Communications