Oruka Therapeutics, Inc 8-K, filed Dec 4, 2023
Oruka Therapeutics, Inc. (ORKA)
About this 8-K
Oruka Therapeutics, Inc filed this 8-K on December 4, 2023, reporting on events of November 29, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2023 ( |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Retention Bonus Letter of Thomas A. Keuer and C. Jeffrey Dekker
On November 29, 2023, the compensation committee of the board of directors of ARCA biopharma, Inc., a Delaware corporation (“ARCA” or the "Company"), approved the amendment of certain retention bonus letters between ARCA and each of Thomas A. Keuer and C. Jeffrey Dekker to (i) increase the aggregate amount of the retention bonus with respect to each such executive by 50%, to $150,000, and (ii) in order to assist with tax obligations associated with the vesting of certain ARCA restricted stock unit awards, provide that $35,000 of each such executive’s retention bonus will become payable on December 8, 2023, subject to each such executive’s continued employment in good standing and compliance with the ARCA’s policies and procedures through such date (each such portion of the applicable executive’s retention bonus, the “First Bonus Payment”). The remaining portion of the retention bonus with respect to Thomas A. Keuer and C. Jeffrey Dekker, consisting of $115,000, will become payable consistent with the original terms of the applicable retention bonus letter. Any payment related to the retention bonuses of Thomas A. Keuer and C. Jeffrey Dekker, including the First Bonus Payment, will be paid by ARCA via payroll within 30 business days of the date of occurrence of the applicable “Payment Event Date” (as such term is otherwise defined in the applicable amendment to the retention bonus letter). Each such retention bonus letter will otherwise remain subject to its original terms and conditions.
The original retention bonus letters between ARCA and each of Thomas A. Keuer and C. Jeffrey Dekker are incorporated herein by reference to Exhibits 10.1 and 10.2, respectively, of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 9, 2022.
The foregoing description of the amendment to the retention bonus letter of Thomas A. Keuer and the amendment to the retention bonus letter of C. Jeffrey Dekker is not complete and is qualified in its entirety by reference to the full text of each such amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
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10.1 |
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10.2 |
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104 |
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Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
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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ARCA biopharma, Inc. |
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Date: |
December 4, 2023 |
By: |
/s/ C. Jeffrey Dekker |
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Name: C. Jeffrey Dekker |
Exhibit 10.1
ARCA BIOPHARMA, INC.
AMENDMENT TO RETENTION BONUS LETTER
This amendment (the “Amendment”) is entered into effective as of December 4, 2023 by and between Thomas A. Keuer (“Executive”) and ARCA biopharma, Inc. (the “Company,” and together with Executive, the “Parties”).
WHEREAS, the Parties entered into a retention bonus letter agreement dated December 8, 2022 (the “Retention Agreement”).
WHEREAS, the Parties desire to amend the Retention Agreement to increase the aggregate amount of the cash retention bonus by 50%, and to provide that a portion of the cash retention bonus will become payable to Executive on December 8, 2023, and the remainder of the cash retention bonus will become payable to Executive upon the original payment event date set forth in the Retention Agreement, subject to the Executive remaining actively and continuously employed and in good standing with the Company through the applicable payment event date.
NOW, THEREFORE, in considerations of the promises, mutual covenants, and above recitals, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Executive and the Company hereby agree as follows:
“In recognition of your continued service with ARCA biopharma, Inc. (the “Company”), we are pleased to offer you the opportunity to receive a cash retention bonus in the aggregate amount of $150,000, less applicable withholdings and deductions required by law (the “Retention Bonus”). Subject to the terms of this letter, you will become eligible to receive a portion of the Retention Bonus in the amount of $35,000 on December 8, 2023 (the date of occurrence of such event, the “Payment Event One Date”), and the remaining portion of the Retention Bonus in the amount of $115,000 upon the earlier to occur of the following: (i) a Corporate Transaction (as defined below), or (ii) the date that the board of directors of the Company (the “Board”) approves certain clinical development decisions (the date of occurrence of such event, the “Payment Event Two Date,” and together with Payment Event One Date, each a “Payment Event Date”). Any payment related to the Retention Bonus will be processed and paid to you by the Company via payroll within thirty (30) business days of the date of occurrence of the applicable Payment Event Date, subject to the terms of this letter.”
“In order to receive each portion of the Retention Bonus, you must (i) remain actively and continuously employed in good standing by the Company through the applicable Payment Event Date, and (ii) otherwise comply with the terms and conditions of this letter and the Company’s policies and procedures. In
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order to be considered in “good standing,” you must have been employed continuously from the date hereof to the applicable Payment Event Date and you must not be the subject of any disciplinary warning, whether written or oral and must not have behaved in a manner that would be grounds for discharge for “Cause” (as defined below).”
“For clarity, should your employment terminate for any reason prior to a Payment Event Date, you will not have earned, and therefore will not receive, the portion of the Retention Bonus related to such Payment Event Date.”
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IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, effective as of the date set forth above.
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ARCA BIOPHARMA, INC. |
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EXECUTIVE |
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/s/ Michael Bristow |
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/s/ Thomas A. Keuer |
By: |
Dr. Michael Bristow |
By: |
Thomas A. Keuer |
Date: |
12/4/23 |
Date: |
12/4/23 |
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Exhibit 10.2
ARCA BIOPHARMA, INC.
AMENDMENT TO RETENTION BONUS LETTER
This amendment (the “Amendment”) is entered into effective as of December 4, 2023 by and between C. Jeffrey Dekker (“Executive”) and ARCA biopharma, Inc. (the “Company,” and together with Executive, the “Parties”).
WHEREAS, the Parties entered into a retention bonus letter agreement dated December 8, 2022 (the “Retention Agreement”).
WHEREAS, the Parties desire to amend the Retention Agreement to increase the aggregate amount of the cash retention bonus by 50%, and to provide that a portion of the cash retention bonus will become payable to Executive on December 8, 2023, and the remainder of the cash retention bonus will become payable to Executive upon the original payment event date set forth in the Retention Agreement, subject to the Executive remaining actively and continuously employed and in good standing with the Company through the applicable payment event date.
NOW, THEREFORE, in considerations of the promises, mutual covenants, and above recitals, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Executive and the Company hereby agree as follows:
“In recognition of your continued service with ARCA biopharma, Inc. (the “Company”), we are pleased to offer you the opportunity to receive a cash retention bonus in the aggregate amount of $150,000, less applicable withholdings and deductions required by law (the “Retention Bonus”). Subject to the terms of this letter, you will become eligible to receive a portion of the Retention Bonus in the amount of $35,000 on December 8, 2023 (the date of occurrence of such event, the “Payment Event One Date”), and the remaining portion of the Retention Bonus in the amount of $115,000 upon the earlier to occur of the following: (i) a Corporate Transaction (as defined below), or (ii) the date that the board of directors of the Company (the “Board”) approves certain clinical development decisions (the date of occurrence of such event, the “Payment Event Two Date,” and together with Payment Event One Date, each a “Payment Event Date”). Any payment related to the Retention Bonus will be processed and paid to you by the Company via payroll within thirty (30) business days of the date of occurrence of the applicable Payment Event Date, subject to the terms of this letter.”
“In order to receive each portion of the Retention Bonus, you must (i) remain actively and continuously employed in good standing by the Company through the applicable Payment Event Date, and (ii) otherwise comply with the terms and conditions of this letter and the Company’s policies and procedures. In
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order to be considered in “good standing,” you must have been employed continuously from the date hereof to the applicable Payment Event Date and you must not be the subject of any disciplinary warning, whether written or oral and must not have behaved in a manner that would be grounds for discharge for “Cause” (as defined below).”
“For clarity, should your employment terminate for any reason prior to a Payment Event Date, you will not have earned, and therefore will not receive, the portion of the Retention Bonus related to such Payment Event Date.”
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IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, effective as of the date set forth above.
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ARCA BIOPHARMA, INC. |
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EXECUTIVE |
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/s/ Michael Bristow |
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/s/ C. Jeffrey Dekker |
By: |
Dr. Michael Bristow |
By: |
C. Jeffrey Dekker |
Date: |
12/4/23 |
Date: |
12/4/23 |
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