8-K
Harmony Biosciences Holdings, Inc. (HRMY)
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): January 17, 2023
HARMONY BIOSCIENCES HOLDINGS, INC .
(Exact name of registrant as specified in its charter)
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|---|---|---|
| Delaware | 001-39450 | 82-2279923 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
630 W. Germantown Pike , Suite 215
Plymouth Meeting , PA **** 19462
(Address of principal executive offices) (Zip Code)
( 484 ) 539-9800
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
|---|---|---|---|---|
| | **** | Trading | **** | Name of each exchange |
| Title of each class | | Symbol(s) | | on which registered |
| Common Stock, $0.00001 par value per share | | HRMY | | The Nasdaq Global Market |
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 January 17, 2023, the board of directors (the “Board”) of Harmony Biosciences Holdings, Inc. (the “Company”) approved a one-time cash bonus to each of the following named executive officers of the Company in the amounts set forth below to be paid upon the earlier of (i) June 30, 2024 and (ii) the closing of a change in control event for the Company, subject to the named executive officer’s continued employment through such earlier date.
| Name | Title | Transition Bonus Amount |
|---|---|---|
| Sandip Kapadia | Chief Financial Officer | $250,000 |
| Jeffrey Dierks | Chief Commercial Officer | $250,000 |
| Andrew Serafin | Chief Strategy Officer | $125,000 |
The Board also approved (i) a one-time cash performance bonus in the amount of $50,000 to Mr. Dierks, which shall be paid no later than January 31, 2023, subject to his continued employment through the applicable payment date and (ii) an increase of $50,000 to Mr. Dierks’s annual base salary, resulting in a new 2023 base salary of $486,796.
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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|---|---|---|
| | HARMONY BIOSCIENCES HOLDINGS, INC. | |
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| Date: January 23, 2023 | By: | /s/ Christian Ulrich |
| | | Christian Ulrich |
| | | SVP & General Counsel |