Siga Technologies Inc 8-K, filed Oct 4, 2024
Siga Technologies Inc (SIGA)
8-K
2024-10-04
For: 2024-10-01
View Original
Added on
April 10, 2026
About this 8-K
Siga Technologies Inc filed this 8-K on October 4, 2024, reporting on events of October 1, 2024.
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, DC 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): October 4, 2024 (October 1, 2024 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission file number)
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(I.R.S. employer identification no.)
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (212 )
672-9100
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):
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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On October 1, 2024, SIGA Technologies, Inc. (the “Company”) entered into (i) an amendment to the employment agreement with Daniel J.
Luckshire, the Company’s Chief Financial Officer (the “Luckshire Amendment”) and (ii) an amendment to the employment agreement with Dr. Dennis E. Hruby, the Company’s Chief Scientific Officer (the “Hruby Amendment”).
The Luckshire Amendment and the Hruby Amendment adjust the mix of Mr. Luckshire and Dr. Hruby’s incentive compensation opportunities
to increase the use of long-term incentives and thereby further align their interests with the long-term interests of the Company and its stockholders. Pursuant to the Luckshire Amendment and the Hruby Amendment, Mr. Luckshire and Dr. Hruby will
each be eligible to: (i) earn a target annual bonus equal to (A) with respect to 2025, 75% of the executive’s annual base salary and (B) with respect to 2026 and each calendar year thereafter, 50% of the executive’s annual base salary and (ii)
receive grants of equity awards with a target aggregate grant date value equal to (A) in 2025, 50% of the executive’s annual base salary, (B) in 2026, 75% of the executive’s annual base salary and (C) in 2027 and each calendar year thereafter, 100%
of the executive’s annual base salary.
In addition, the Luckshire Amendment adjusts certain of Mr. Luckshire’s severance entitlements to align with the severance
entitlements of other similarly situated executive officers of the Company. Specifically, the Luckshire Amendment provides that if Mr. Luckshire experiences a qualifying termination of employment during the period that begins 90 days prior to the
occurrence of a change of control of the Company and ends on the second anniversary of the occurrence of a change of control, then Mr. Luckshire will be entitled to, subject to his execution of a release of claims: (i) two times the sum of his
annual base salary and target annual bonus opportunity and (ii) eighteen (18) months of COBRA continuation coverage at active employee rates.
The foregoing description of the Luckshire Amendment and the Hruby Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of such amendments, which are filed as Exhibits 10.1 and 10.2 hereto, respectively.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
The following exhibits are included in this report:
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Exhibit
No.
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Description
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Amendment to Amended and Restated Employment Agreement between SIGA Technologies, Inc. and Daniel J. Luckshire, dated as of October 1, 2024.
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Second Amendment to Third Amended and Restated Employment Agreement between SIGA Technologies, Inc. and Dennis E. Hruby, dated as of October 1, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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 hereunto duly authorized.
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SIGA TECHNOLOGIES, INC.
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By:
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/s/ Daniel J. Luckshire
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Name:
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Daniel J. Luckshire
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Title:
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Chief Financial Officer
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Date: October 4, 2024
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Exhibit 10.1
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This amendment to the Amended and Restated Employment Agreement (the “Amendment”)
is made and entered into on this October 1, 2024, by and between SIGA Technologies, Inc., a Delaware corporation (the “Company”), and Daniel J. Luckshire (the “Executive” and, together with the Company, the “Parties”).
WHEREAS, the Parties
previously entered into an amended and restated employment agreement, dated April 12, 2016 (the “Amended and Restated Employment Agreement”); and
WHEREAS, the Parties intend
to amend the Amended and Restated Employment Agreement as set forth herein.
NOW THEREFORE, in
consideration of the mutual covenants and agreements contained herein, and for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. |
Definitions. Capitalized terms not defined herein shall
have the meaning set forth in the Amended and Restated Employment Agreement.
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| 2. |
Amendments.
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| (a) |
Section 3(b) of the Amended and Restated Employment Agreement is hereby deleted and replaced in its entirety with the following:
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“(b) Annual Bonus. The Company shall pay to Executive an annual cash bonus as set
forth below (the “Annual Bonus”):
(i) For the 2024 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a target
bonus opportunity equal to 100% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, such Annual Bonus shall be paid as soon as practicable but
no later than March 15, 2025.
(ii) For the 2025 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a
target bonus opportunity equal to 75% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, such Annual Bonus shall be paid as soon as
practicable but no later than March 15, 2026.
1
(iii) For each calendar year during the Term beginning with the 2026 calendar year, Executive shall be eligible to participate
in the Company’s annual bonus program with a target bonus opportunity equal to 50% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, each
such Annual Bonus shall be paid as soon as practicable but no later than March 15th of the year following the year to which the Annual Bonus relates.
(iv) Notwithstanding anything herein to the contrary, in the event of a Change of Control of the Company, Executive shall
receive an Annual Bonus for the year in which the Change of Control occurs equal to the greater of (a) the target Annual Bonus for such year or (b) the Annual Bonus determined based upon the applicable performance criteria and goals for such year,
provided that Executive remains employed on the last day of such calendar year, payable at the times set forth above.”
| (b) |
Section 3 of the Amended and Restated Employment Agreement is hereby amended to incorporate a new subsection (h) as follows:
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“(h) Equity Compensation.
(i) For any grant made in the 2025 calendar year, Executive shall be eligible for equity awards with a target aggregate grant
date value equal to 50% of Executive’s Base Salary, under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Equity Plan”), or any equity program adopted by the Company
from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.
(ii) For any grant made in the 2026 calendar year, Executive shall be eligible for equity awards with a target aggregate grant
date value equal to 75% of Executive’s Base Salary, under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Equity Plan”), or any equity program adopted by the Company
from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.
(iii) For each calendar year during the Term beginning with the 2027 calendar year, Executive shall be eligible for equity
awards with a target aggregate grant date value equal to 100% of Executive’s Base Salary, under the Equity Plan or any equity program adopted by the Company from time to time with the actual amount granted to be determined by the Compensation
Committee based on achievement of applicable performance criteria and goals.”
2
| (c) |
Section 5(a) of the Amended and Restated Employment Agreement is hereby amended to add the following, which shall constitute part of the Standard Termination Payments:
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“(v) other than in the event of Executive’s termination of employment for Cause, any accrued but unpaid target Annual Bonus from a performance period
ending on or preceding the date of termination of employment.”
| (d) |
Section 5(d)(ii) of the Amended and Restated Employment Agreement is hereby deleted and replaced in its entirety with the following:
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“(ii) an amount equal to two (2) times the sum of Executive’s Base Salary (as determined pursuant to Section 3(a)) and Target Annual Bonus, in each
case, as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason, with such aggregate amount shall be paid in lump sum within thirty (30) days following the expiration of any applicable
revocation period with respect to such release that has been timely executed by Executive and returned to the Company; and”
| (e) |
Section 5(d)(iv) of the Amended and Restated Employment Agreement is hereby deleted and replaced in its entirety with the following:
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“(iv) if Executive timely elects to continue coverage
under COBRA, for the eighteen (18) calendar months immediately following the end of the calendar month in which Executive’s employment is terminated under Section 5(d), the Company shall pay a portion of the premiums so that the Executive’s cost
for coverage is commensurate with active employees; provided that, if the Company determines that such payments would cause adverse tax consequences to the Company or the
Executive or otherwise not be permitted under the Company health and welfare plans or under law, the Company shall instead provide the Executive a lump-sum payment equal to the amount of the Company’s monthly contributions for a period of eighteen
(18) months, with such amount payable within thirty (30) days following the expiration of any applicable revocation period with respect to such release that has been timely executed by Executive and returned to the Company; and”
| 3. |
Acknowledgment. Executive hereby acknowledges and agrees
that the changes to his compensation as set forth in this Amendment will not constitute, or be deemed to constitute, Good Reason for purposes of the Amended and Restated Employment Agreement or a “good reason” under any other plan or
agreement entered into with or sponsored by the Company or any of its affiliates that contains such term or any substantially similar terms.
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| 4. |
Effect of Amendment. All of the terms and conditions of the
Amended and Restated Employment Agreement not affected by the terms of this Amendment shall remain in full force and effect between the Parties.
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| 5. |
Entire Agreement. The Amended and Restated Employment
Agreement, together with this Amendment, constitutes and represents the entire agreement between the Parties hereto and supersedes any prior understandings or agreements, written or verbal, between the parties hereto respecting the
subject matter herein. The Amended and Restated Employment Agreement and this Amendment may be amended, supplemented, modified or discharged only upon an agreement in writing executed by all of the parties hereto.
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| 6. |
Counterparts. This Amendment may be executed in separate
counterparts (including by electronic signature), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
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[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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SIGA TECHNOLOGIES, INC.
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By:
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/s/ Diem Nguyen
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Name:
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Diem Nguyen
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Title:
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Chief Executive Officer
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EXECUTIVE
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| /s/ Daniel J. Luckshire | |
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Daniel J. Luckshire
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[Signature Page to Amendment to Amended and Restated Employment Agreement]
Exhibit 10.2
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This amendment to the Third Amended and Restated Employment Agreement (the “Amendment”)
is made and entered into on this October 1, 2024, by and between SIGA Technologies, Inc., a Delaware corporation (the “Company”), and Dr. Dennis E. Hruby (the “Executive” and, together with the Company, the “Parties”).
WHEREAS, the Parties
previously entered into a third amended and restated employment agreement, dated December 10, 2020, as further amended on June 7, 2023 (the “Third Amended and Restated Employment Agreement”);
and
WHEREAS, the Parties intend
to amend the Third Amended and Restated Employment Agreement as set forth herein.
NOW THEREFORE, in
consideration of the mutual covenants and agreements contained herein, and for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. |
Definitions. Capitalized terms not defined herein shall
have the meaning set forth in the Third Amended and Restated Employment Agreement.
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| 2. |
Amendments.
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| (a) |
Section 3(b) of the Third Amended and Restated Employment Agreement is hereby deleted and replaced in its entirety with the following:
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“(b) Annual Bonus. The Company shall pay to Executive an annual cash bonus as set
forth below (the “Annual Bonus”):
(i) For the 2024 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a target
bonus opportunity equal to 100% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, such Annual Bonus shall be paid as soon as practicable but
no later than March 15, 2025.
(ii) For the 2025 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a
target bonus opportunity equal to 75% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, such Annual Bonus shall be paid as soon as
practicable but no later than March 15, 2026.
1
(iii) For each calendar year during the Term beginning with the 2026 calendar year, Executive shall be eligible to participate
in the Company’s annual bonus program with a target bonus opportunity equal to 50% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, each
such Annual Bonus shall be paid as soon as practicable but no later than March 15th of the year following the year to which the Annual Bonus relates.
(iv) Notwithstanding anything herein to the contrary, in the event of a Change of Control of the Company, Executive shall
receive an Annual Bonus for the year in which the Change of Control occurs equal to the greater of (a) the target Annual Bonus for such year or (b) the Annual Bonus determined based upon the applicable performance criteria and goals for such year,
provided that Executive remains employed on the last day of such calendar year, payable at the times set forth above.”
| (b) |
Section 3 of the Third Amended and Restated Employment Agreement is hereby amended to incorporate a new subsection (h) as follows:
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“(h) Equity Compensation.
(i) For any grant made in the 2025 calendar year, Executive shall be eligible for equity awards with a target aggregate grant
date value equal to 50% of Executive’s Base Salary, under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Equity Plan”), or any equity program adopted by the Company
from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.
(ii) For any grant made in the 2026 calendar year, Executive shall be eligible for equity awards with a target aggregate grant
date value equal to 75% of Executive’s Base Salary, under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Equity Plan”), or any equity program adopted by the Company
from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.
(iii) For each calendar year during the Term beginning with the 2027 calendar year, Executive shall be eligible for equity
awards with a target aggregate grant date value equal to 100% of Executive’s Base Salary, under the Equity Plan or any equity program adopted by the Company from time to time with the actual amount granted to be determined by the Compensation
Committee based on achievement of applicable performance criteria and goals.”
2
| 3. |
Acknowledgment. Executive hereby acknowledges and agrees
that the changes to his compensation as set forth in this Amendment will not constitute, or be deemed to constitute, Good Reason for purposes of the Third Amended and Restated Employment Agreement or a “good reason” under any other plan
or agreement entered into with or sponsored by the Company or any of its affiliates that contains such term or any substantially similar terms.
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| 4. |
Effect of Amendment. All of the terms and conditions of the
Third Amended and Restated Employment Agreement not affected by the terms of this Amendment shall remain in full force and effect between the Parties.
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| 5. |
Entire Agreement. The Third Amended and Restated Employment
Agreement, together with this Amendment, constitutes and represents the entire agreement between the Parties hereto and supersedes any prior understandings or agreements, written or verbal, between the parties hereto respecting the
subject matter herein. The Third Amended and Restated Employment Agreement and this Amendment may be amended, supplemented, modified or discharged only upon an agreement in writing executed by all of the parties hereto.
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| 6. |
Counterparts. This Amendment may be executed in separate
counterparts (including by electronic signature), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
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[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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SIGA TECHNOLOGIES, INC.
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By:
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/s/ Diem Nguyen
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Name:
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Diem Nguyen
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Title:
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Chief Executive Officer
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EXECUTIVE
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/s/ Dennis E. Hruby
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Dr. Dennis E. Hruby
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[Signature Page to Second Amendment to Third Amended and Restated Employment Agreement]