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): April 8, 2020

 

STRONGBRIDGE BIOPHARMA plc

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Ireland
(State or other
jurisdiction of incorporation)

 

001-37569
(Commission
File Number)

 

98-1275166
(I.R.S. Employer
Identification No.)

 

 

 

 

900 Northbrook Drive, Suite 200
Trevose, PA
(Address of principal executive offices)

 

19053
(Zip Code)

 

Registrant’s telephone number, including area code: (610) 254-9200

 


 

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

 

 

 

 

 

 

Title of Each Class

 

Trading Symbol

 

Name of each exchange on which registered

Ordinary shares, par value $0.01 per share

 

SBBP

 

The NASDAQ Global Select 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 Directors.

 

On April 8, 2020 (the “Effective Date”), Strongbridge Biopharma plc (the “Company”) entered into an Amendment (the “Amendment”) to the Executive Chairman Agreement (the “Executive Chairman Agreement”) with John Johnson, the Company’s Executive Chairman.

 

Pursuant to the terms of the Amendment, the term of the Executive Chairman Agreement (the “Term”) will be extended through November 2, 2020 (unless terminated sooner by reason of Mr. Johnson’s death, disability, resignation or removal); provided, however, that the term may thereafter be extended upon the agreement of the parties in writing. Mr. Johnson will be eligible to receive a bonus for the 2020 fiscal year in the sole discretion of the board of directors of the Company. Mr. Johnson will continue to be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans.

 

As of the Effective Date, Mr. Johnson was granted a restricted stock unit award of 182,500 shares (the “RSU Award”) and an option to purchase 87,500 ordinary shares of the Company, at an exercise price equal to the closing price per share of the ordinary shares of the Company as reported by Nasdaq on the Effective Date (the “2020 Option Award”, and, together with the RSU Award, the “2020 Equity Awards”).

 

Under the terms of the Executive Chairman Agreement, as amended by the Amendment (the “Amended Executive Chairman Agreement”), Mr. Johnson will be entitled to receive certain benefits in the event that, prior to the end of the Term, there is a “Change of Control” (as such term is defined in the Company’s 2015 Equity Compensation Plan) and his employment is terminated by the Company following such Change of Control (other than due to the expiration of the Term). In the event Mr. Johnson’s employment is terminated by the Company following a Change of Control, Mr. Johnson will be entitled to receive (i) any accrued but unpaid base salary and vested benefits through the date his employment is terminated, (ii) a single lump sum cash amount, payable on the 60th day following the date of termination, of an amount equal to two times Mr. Johnson’s base salary; (iii) subject to his election, a payment of 100% of the COBRA payments (for a period of 24 months), paid directly to the COBRA third-party administrator or designee on Mr. Johnson’s behalf for health and welfare coverage that he held at the date of termination; and (iv) immediate acceleration of vesting of all of his outstanding equity awards, including, but not limited to, the 2020 Equity Awards and the option award granted to Mr. Johnson under the original Executive Chairman Agreement.

 

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits

 

 

 

 

Exhibit
Number

 

Exhibit Table

 

 

 

10.1

 

Amendment to Executive Chairman Agreement.

 

 

 

 

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.

 

 

 

 

 

STRONGBRIDGE BIOPHARMA PLC

 

 

 

By:

/s/ Robert Lutz

 

Name:

Robert Lutz

 

Title:

Chief Financial Officer

 

 

Date: April 10, 2020

 

 

 

sbbp_Current Folio_Misc_EX101

Exhibit 10.1

STRONGBRIDGE U.S. INC.

AMENDMENT TO EXECUTIVE CHAIRMAN AGREEMENT

 

This Amendment (“Amendment”) to the Executive Chairman Agreement between Strongbridge Biopharma plc (“Strongbridge”), Strongbridge U.S. Inc., a Delaware corporation (the “Company”), and John Johnson (the “Executive”) dated November 1, 2020 (the “Agreement”) is made and entered into as of April 8, 2020 (the “Effective Date”).

 

RECITALS

A.The Company and Executive entered into the Agreement to set forth the terms of Executive’s employment with the Company as Executive Chairman of the Board of Directors of Strongbridge (the “Board”).

B.The Company and Executive desire and intend to (i) extend the term of the Agreement; and (ii) provide for certain benefits in consideration of such extension.

C.Capitalized terms that are not specifically defined in this Amendment have the meanings set forth in the Agreement.

NOW, THEREFORE, in consideration of the agreements herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Agreement is hereby amended as follows:

1. Section 1(a) of the Agreement is replaced in its entirety with the following:

 

(a)Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue through November 1, 2020 (the “Term”); provided, however, that the Term may be thereafter extended upon the agreement of the parties in writing. Notwithstanding the foregoing, the Term may be earlier terminated in strict accordance with the provisions of Section 3 below, in which event the Executive’s employment with the Company shall expire in accordance therewith.  The Executive’s employment with the Company will continue to be “at will,” meaning that, subject to the provisions of this Agreement, the Executive’s employment may be terminated by the Board or the Executive at any time and for any reason subject to the terms of this Agreement.

 

2. Section 2(e) of the Agreement is replaced in its entirety with the following:

 

(e)Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans, and the Executive shall be entitled to take four (4) weeks of paid vacation.

 

3. The following is added as Section 2(f) of the Agreement:

 

(f)Bonus. The Executive shall be eligible to receive a bonus for the 2020 fiscal year in the sole discretion of the Board.

 

 

 

 

Exhibit 10.1

4. The following is added as Section 2(g) of the Agreement:

 

(g)Equity Grants. On the Effective Date of this Amendment, Strongbridge shall grant to Executive a restricted stock unit award of 182,500 shares (the “RSU Grant”) and an option to purchase 87,500 ordinary shares of Strongbridge at an exercise price equal to the closing price per share of the ordinary shares of Strongbridge as reported by NASDAQ on the Effective Date (the “2020 Option Grant”, and collectively with the RSU Grant, the “Equity Grants”). Subject to Executive’s continuing to provide services as Executive Chairman of the Board through the last day of the Term and continuing to serve as a member of the Board through each applicable vesting date, (i) the RSU Grant will vest and be settled in three equal annual installments on each of the first three anniversaries of the date of grant, and (ii) the 2020 Option Grant will vest and become exercisable over a period of four (4) years from the date of grant, six and one quarter percent (6.25%) of the applicable award vesting on each of the first sixteen (16) quarterly anniversaries of  the date of grant. In the event the Executive resigns as Executive Chairman of the Board prior to the last day of the Term but remains a member of the Board, the Equity Grants shall vest on a pro-rata basis on such date of resignation based on the number of days during the applicable vesting period that the Executive served as Executive Chairman of the Board and the remaining portion of the Equity Grants shall be forfeited. To the extent not already vested, the Equity Grants will accelerate and vest in the event of the Executive’s involuntary removal from the Board or in the event he is not re-elected to the Board by the shareholders of the Company. The Equity Grants shall be governed by the terms and conditions of Strongbridge’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive.

 

5. Section 4(b) of the Agreement is replaced in its entirety with the following:

 

(b)Termination by the Company.  The Executive’s employment with the Company may be terminated by the Company at any time.  If the Company terminates the Executive prior to the end of the Term, the Company shall pay or provide to the Executive (or to his authorized representative or estate) the following benefits:

 

(i)the Accrued Obligations;

 

(ii)if the Executive is terminated on or before the last day of the Term, a single sum cash amount, payable on the sixtieth (60th) day following the Date of Termination, of an amount equal to the Executive’s Base Salary which would have been paid from the Date of Termination through the expiration of the Term had the Executive not been terminated;

 

(iii)subject to the Executive’s election, for a period of eighteen (18) months, 100% of the Executive’s COBRA payments, paid directly to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) third-party administrator or designee on the Executive’s behalf for health and welfare coverage that the Executive held at the Date of Termination; and

 

(iv)immediate acceleration of vesting of all of the Executive’s outstanding equity awards, including, but not limited to, the Option Grant, the 2020 Option Grant, and the RSU Grant.

Exhibit 10.1

 

6. A new Section 4(c) is added to the Agreement as follows:

 

(c)Change of Control Termination. In the event that, prior to the end of the Term, there is a Change of Control and the Executive’s employment is terminated by the Company following such Change of Control (other than due to the expiration of the Term), then in lieu of the benefits set forth in Section 4(b) herein, the Company shall pay or provide to the Executive (or to his authorized representative or estate) the following benefits:

 

(i)the Accrued Obligations;

 

(ii)a single sum cash amount, payable on the sixtieth (60th) day following the Date of Termination, of an amount equal to two (2) times the Executive’s Base Salary;

 

(iii)subject to the Executive’s election, for a period of twenty four (24) months, 100% of the Executive’s COBRA payments, paid directly to the COBRA third-party administrator or designee on the Executive’s behalf for health and welfare coverage that the Executive held at the Date of Termination; and

 

(iv)immediate acceleration of vesting of all of the Executive’s outstanding equity awards, including, but not limited to, the Option Grant, the 2020 Option Grant, and the RSU Grant.

 

As used herein, the term “Change of Control” shall have the meaning given such term in the Strongbridge Biopharma plc 2015 Equity Compensation Plan, as originally adopted by Strongbridge effective September 3, 2015.

 

7. Section 4(c) of the Agreement is renumbered as Section 4(d) and replaced in its entirety with the following:

 

(d)Other Terminations.  Except as otherwise set forth in Sections 4(b) or (c), upon any termination of employment, the Executive shall be entitled only to the Accrued Obligations and shall have no further right to compensation under this Agreement.

 

8. Section 4(d) shall be renumbered as Section 4(e).

 

9. Counterparts. This Amendment may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

 

[Signature page follows]

 

Exhibit 10.1

IN WITNESS WHEREOF, the parties have executed this Amendment effective on the date and year first above written.

 

STRONGBRIDGE BIOPHARMA PLC

 

 

 

 

/s/ Robert Lutz

By:  Robert Lutz

Title:  Chief Financial Officer

 

STRONGBRIDGE U.S. INC.

 

 

 

 

/s/ Stephen Long

By:  Stephen Long

Title:  Chief Legal Officer

 

 

EXECUTIVE

 

 

 

 

/s/ John Johnson

John Johnson