8-K
FILANA THERAPEUTICS, INC. (FLNA)
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
Date of Report (Date of earliest event reported): May 23, 2025
Cassava Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-49105 | 91-1911336 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
6801 N Capital of Texas Highway, Building 1; Suite 300
Austin, Texas 78731
(Address of principal executive offices, including zip code)
(512) 501-2444
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | SAVA | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
As described in Item 5.07 below, on May 23, 2025, at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Cassava Sciences, Inc. (the “Company”), the stockholders of the Company approved an amendment to the Company’s Non-employee Director Compensation Program (the “Amended Non-employee Director Compensation Program”). Under the Amended Non-employee Director Compensation Program, the compensation of our non-employee directors changed, effective May 23, 2025, as follows:
| ● | The annual cash retainer would increase from $10,000 to $40,000. |
|---|---|
| ● | The director serving as Board Chair would receive an additional cash retainer of $30,000 annually. |
| --- | --- |
| ● | Stock option grants for committee service would be eliminated. |
| --- | --- |
| ● | Additional cash fees would be paid to the Chairs of the Audit, Compensation, and Nominating & Governance Committees of $15,000, $10,000, and $8,000 respectively. |
| --- | --- |
| ● | Additional cash fees would be paid to non-Chair members of the Audit, Compensation, and Nominating & Governance Committees of $7,500, $5,000, and $4,000 respectively. |
| --- | --- |
| ● | Annual equity awards to non-employee directors would increase from 10,000 to 26,500 stock options, vesting over one year. |
| --- | --- |
| ● | Initial equity awards to new non-employee directors would increase from 20,000 to 53,000 stock options, vesting over three years. |
| --- | --- |
For more information on the amendment, please see the related proposal in the Proxy Statement (as defined in Item 5.07 below).
The foregoing description of the Amended Non-employee Director Compensation Program does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of the Company was held at approximately 10 a.m. Central Time on May 23, 2025, pursuant to the Notice of Annual Meeting of Stockholders dated April 14, 2025 and duly delivered to all Company stockholders of record as of April 3, 2025. Of the 48,307,896 shares of the Company’s common stock entitled to vote at the 2025 Annual Meeting, 24,553,054 shares, or approximately 51%, were represented at the 2025 Annual Meeting virtually or by proxy, constituting a quorum. At the 2025 Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal One – Two (2) nominees for election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:
| Director | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Robert Anderson, Jr. | 5,637,119 | 2,331,174 | 16,584,761 |
| Michael J. O’Donnell | 4,538,330 | 3,429,963 | 16,584,761 |
Proposal Two – An amendment to the Company’s Non-employee Director Compensation Program was approved based upon the following votes:
| For | Against | Abstain | Broker Non -Vote |
|---|---|---|---|
| 6,660,591 | 1,209,200 | 98,502 | 16,584,761 |
Proposal Three – An amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the Company's Board classification from three to two, which received an affirmative vote from approximately 91% of the votes cast, did not receive an affirmative vote of 66 2/3% of the outstanding common stock and was thus not approved based upon the following votes:
| For | Against | Abstain | Broker Non -Vote |
|---|---|---|---|
| 7,252,026 | 666,024 | 50,243 | 16,584,761 |
Proposal Four – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025, was ratified based upon the following votes:
| For | Against | Abstain |
|---|---|---|
| 23,212,403 | 1,116,152 | 224,499 |
Proposal Five – The 2024 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes:
| For | Against | Abstain | Broker Non -Vote |
|---|---|---|---|
| 6,217,200 | 1,666,848 | 84,245 | 16,584,761 |
9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Cassava Sciences, Inc. Amended Non-employee Director Compensation Program |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CASSAVA SCIENCES, INC. | ||
|---|---|---|
| a Delaware corporation | ||
| Date: May 27, 2025 | ||
| By: | /s/ ERIC J. SCHOEN | |
| Eric J. Schoen | ||
| Chief Financial Officer |
ex_823543.htm
Exhibit 10.1
AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
(Adopted and approved effective May 23, 2025)
Each member of the Board of Directors (the “Board”) of Cassava Sciences, Inc. (the “Company”), who is not an employee of the Company (each such member, a “Non-employee Director”), will receive the compensation described in this amended Director Compensation Program (the “Amended Director Compensation Program”) for his or her Board service upon and following the date set forth (the “Effective Date”), subject to the approval of this Amended Director Compensation Program by the stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders.
The Amended Director Compensation Program will be effective as of the Effective Date and supersedes all prior arrangements with respect to the subject matter hereof. Stock option grants awarded prior to the Effective Date shall not be affected in any way by this Amended Director Compensation Program.
As set forth in this Amended Director Compensation Program, each person who is a Non-employee Director on the Effective Date shall be eligible to receive the following compensation:
| ● | Annual Cash Retainer: $40,000; |
|---|---|
| ● | Additional Annual Cash Retainer to Board Chair: $30,000; |
| --- | --- |
| ● | Additional Annual Cash Fees to Chairs of the Audit, Compensation, and Nominating & Governance Committees: $15,000, $10,000, and $8,000, respectively; |
| --- | --- |
| ● | Additional Annual Cash Fees to non-Chair Members of the Audit, Compensation, and Nominating & Governance Committees: $7,500, $5,000, and $4,000, respectively; and |
| --- | --- |
| ● | Annual Stock Option Grant: 26,500 stock options (vesting over 12 months). |
| --- | --- |
Non-employee Directors elected or appointed to the Board after the Effective Date shall be eligible to receive a stock option grant of 53,000 stock options on the start date of their service to the Company, as set forth below, and shall participate in the Amended Director Compensation Program as described below.
Annual Cash Compensation
Each Non-employee Director will receive $40,000 in annual cash compensation. The Board Chair will receive an additional $30,000 annual cash retainer.
The Chair of the Audit Committee will receive an annual cash fee of $15,000 and each non-Chair member of the Audit Committee will receive an annual cash fee of $7,500. These cash fees will be in addition to any annual cash compensation received for service as a Non-employee Director, as Board Chair, and/or as a member or chair of any other committee.
6801 N Capital of Texas Highway, Building 1; Suite 300, Austin, TX 78731
Phone: 512-501-2444 Fax: 512-614-0414
Page 2
The Chair of the Compensation Committee will receive an annual cash fee of $10,000 and each non-Chair member of the Compensation Committee will receive an annual cash fee of $5,000. These cash fees will be in addition to any annual cash compensation received for service as a Non-employee Director, as Board Chair, and/or as a member or chair of any other committee.
The Chair of the Nominating & Governance Committee will receive an annual cash fee of $8,000 and each non-Chair member of the Nominating & Governance Committee will receive an annual cash fee of $4,000. These cash fees will be in addition to any annual cash compensation received for service as a Non-employee Director, as Board Chair, and/or as a member or chair of any other committee.
All annual cash compensation will be paid for twelve (12) months of continuous service on the Board, with each twelve (12) month period measured from the Effective Date for this purpose. All annual cash compensation amounts will be payable in arrears, in one payment on the applicable anniversary of the Effective Date.
In the event that a new Non-employee Director is appointed to the Board, that a Non-employee Director ceases to be a Non-employee Director, that a Non-employee Director is appointed to a chair or committee position, or that a Non-employee Director ceases to be a chair or committee member during such a twelve (12) month period, then any amount payable for a partial year of service will be paid pro-rata based on the number of quarters in which the Non-employee Director served as a member and/or chair of the Board or committee for at least one day during the applicable twelve (12) month period and shall be payable, in the case of a departing Non-employee Director, within thirty (30) days of such Non-employee Director’s separation from service (within the meaning of IRS Code Section 409A).
Equity Compensation
The equity awards contemplated by this Amended Director Compensation Program will be granted under the Company’s 2018 Omnibus Incentive Plan, as amended, or any successor equity incentive plan adopted by the Board and the stockholders of the Company (the “Plan”) and shall be automatic and nondiscretionary. In the event of any inconsistency between the Plan and this Amended Director Compensation Program, this Amended Director Compensation Program shall control.
Automatic Stock Option Grants. Automatic stock option grants shall be made to Non-employee Directors as follows:
Annual Grant for Continuing Non-employee Directors. Without any further action of the Board, at the close of business on the date of each Annual Meeting in 2025, each person who is a Non-employee Director on such date shall be granted a stock option award (“Annual Option Award”) under the Plan covering 26,500 shares of the Company’s Common Stock. Each Annual Option Award shall vest monthly in twelve (12) equal installments on the monthly anniversary of the date of grant over the following twelve (12) months after the grant date, subject to the applicable Non-employee Director’s continued service as a member of the Board through such vesting date; provided, however, that the final monthly installment shall vest on the day immediately prior to the upcoming Annual Meeting.
Initial Grant for New Non-employee Directors. Without any further action of the Board, each person who, after the Effective Date, is elected or appointed for the first time to be a Non-employee Director will automatically, upon the effective date of his or her initial election or appointment to be a Non-employee Director, be granted a stock option award (a “New Director Option Award”) covering 53,000 shares of the Company’s Common Stock. Each New Director Option Award shall vest monthly on the monthly anniversary of the date of grant in thirty-six (36) equal monthly installments over the following thirty-six (36) months after the grant date, subject to the applicable Non-employee Director’s continued service as a member of the Board through such vesting date.
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Remaining Terms and Conditions. All options granted under this Amended Director Compensation Program shall be Non-qualified Stock Options (as defined in the Plan) and shall have a term of ten (10) years and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of a share of Common Stock on the date of grant of the option (or if such date is not a trading day, the Fair Market Value of a share of the Common Stock on the most recent trading day). Each vested option will be exercisable only while the Non-employee Director remains a Non-employee Director of the Company and for a period of three (3) months thereafter (but in no event later than the expiration of the term of such option as set forth in the option grant agreement); provided, however, that, if a Non-employee Director ceases to be a Non-employee Director as a result of the Non-employee Director’s death or Disability (as defined in the Plan), the option will remain exercisable for twelve (12) months following such termination (but in no event later than the expiration of the term of such option as set forth in the option grant agreement). The remaining terms and conditions of each stock option award granted under this Amended Director Compensation Program will be as set forth in the Plan and the Company’s standard form of stock option agreement for Non-employee Directors as in effect from time to time, and as it may be amended from time to time by the Board.
Amendments
This Amended Director Compensation Policy was adopted by the Board and may be amended or terminated only by a unanimous affirmative vote of all members of the Board, subject to approval by the stockholders of the Company at any regular Annual Meeting of Stockholders that is convened, noted, and properly held.
Program Term
This Amended Director Compensation Program shall be effective until thirty-six (36) months from May 4, 2023, the original effective date of the Non-employee Director Compensation Program.