Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 26, 2017, the Board of Directors (the "Board") of Eloxx
Pharmaceuticals, Inc. (the "Company") appointed Robert E. Ward to serve as Chief
Executive Officer of the Company, effective as of December 26, 2017. In
connection with his appointment, Mr. Ward was elected as Chairman of the Board
effective as of December 26, 2017. Mr. Ward succeeds Dr. Silvia Noiman as Chief
Executive Officer of the Company and Dr. Robert Heft as Chairman of the Board.
Dr. Noiman and Dr. Heft each stepped down from their respective positions
effective as of December 26, 2017. Dr. Noiman will continue her service as a
member of the Board. Dr. Heft has resigned from the Board.
Mr. Ward, age 60, served as the Chief Executive Officer and President at Radius
Health, Inc. from December 16, 2013 to July 16, 2017. Prior to joining Radius,
Mr. Ward was Vice President for Strategy and External Alliances for the New
Opportunities iMed of AstraZeneca from 2011 to 2013. He has held a series of
progressive management and executive roles with established companies such as
NPS Pharmaceuticals, Schering-Plough (Merck), Pharmacia (Pfizer), Bristol-Myers
Squibb and Genentech. Mr. Ward has been a Director of Akari Therapeutics, Plc
since October 14, 2016. He served as a Director of Radius Health, Inc. from
December 2013 until July 16, 2017. Mr. Ward serves as a Director of the
Massachusetts High Technology Council. Mr. Ward received a B.A. in Biology and a
B.S. in Physiological Psychology, both from the University of California, Santa
Barbara, an M.S. in Management from the New Jersey Institute of Technology and
an M.A. in Immunology from The Johns Hopkins University School of Medicine.
Except as described in the employment agreement (the "Employment Agreement")
entered into by the Company and Mr. Ward, effective December 26, 2017 (the
"Effective Date"), there is no arrangement or understanding between Mr. Ward and
any other person pursuant to which Mr. Ward was selected as an officer. There
are no existing or currently proposed transactions to which the Company or any
of its subsidiaries is a party and in which Mr. Ward has a direct or indirect
material interest. There are no family relationships between Mr. Ward and any of
the directors or officers of the Company or any of its subsidiaries.
Pursuant to the terms of his Employment Agreement, Mr. Ward will receive a base
salary of $450,000 and is eligible to receive an annual performance-based bonus
with a target value equal to fifty percent (50%) of his base salary (the "Annual
Bonus"). Mr. Ward is eligible to participate in the Company's benefit programs
as made generally available to other senior executives.
Mr. Ward received an inducement award in the form of an option to purchase
22,427 shares of the Company's common stock on the Effective Date with an
exercise price per share equal to $8.00, and an award of restricted stock units
for 22,427 shares of the Company's common stock (collectively the "Performance
Option Awards"). Subject to his continued service through the vesting date, Mr.
Ward's Performance Option Awards will vest and become immediately exercisable
upon the date that marks the first successful completion of a Phase-2B study
with respect to any indication.
In addition, Mr. Ward received an inducement award in the form of an option to
purchase 640,785 shares of the Company's common stock with an exercise price per
share equal to $8.00, and an award of restricted stock units for 640,785 shares
of the Company's common stock (collectively the "Time-Vesting Awards"). Subject
to his continued service through the vesting date, 1/3 of Mr. Ward's
Time-Vesting Awards will vest and become immediately exercisable on the first
anniversary of the Effective Date, with an additional 1/12 of his Time-Vesting
Awards vesting on each quarterly anniversary of the Effective Date, provided
that vesting of the Time-Vesting Awards shall be subject to acceleration
following the achievement of certain milestones.
Pursuant to the terms of the Employment Agreement, upon a termination by the
Company without cause or by Mr. Ward for good reason, Mr. Ward will be entitled
to (1) continued payments of his base salary for 18 months, (2) payments for
COBRA coverage at applicable rates for 12 months, (3) any Annual Bonus earned
but unpaid for the year immediately prior to his termination date, (4) a
pro-rata portion of the Annual Bonus, to which he would otherwise have been
entitled, based on achievement of performance goals as determined by the Board
in good faith, (5) accelerated vesting of 25% his unvested shares subject to all
stock options, restricted stock units and other equity awards, and (6) an
additional 9 months vesting credit for any unvested stock options. If Mr. Ward's
employment is terminated by the Company without cause or by Mr. Ward for good
reason within 24 months following a Change in Control (as defined in the
Employment Agreement), he will be entitled to (1) continued payments of his base
salary for 24 months, (2) payments for COBRA coverage at applicable rates for 18
months, (3) any Annual Bonus earned but unpaid for the year immediately prior to
his termination date, (4) payment of his full Annual Bonus, to which he would
otherwise have been entitled, (5) accelerated vesting of all of his unvested
shares subject to all stock options, restricted stock units and other equity
awards, and (6) an additional 12 months vesting credit for any unvested stock
The foregoing descriptions of the terms of the Employment Agreement do not
purport to be a complete description and are qualified in their entirety by
reference to the Employment Agreement filed as Exhibits 10.1 to this Current
Report Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On December 20, 2017, following the consummation of the previously announced
merger of Eloxx Pharmaceuticals Ltd., an Israeli company ("Eloxx") and Sevion
Sub Ltd., an Israeli company and a wholly-owned subsidiary of the Company (f/k/a
Sevion Therapeutics, Inc.), with Eloxx surviving the merger as a wholly-owned
subsidiary of the Company, the bylaws of the Company were amended and restated
in their entirety.
A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.2
to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 7.01 Regulation FD.
On December 27, 2017, the Company issued a press release relating to the
appointment of Mr. Ward as Chairman of the Board and Chief Executive Officer. A
copy of the press release is furnished hereto as Exhibit 99.1 and incorporated
by reference herein.
The information in this Item 7.01 of Form 8-K, including the accompanying
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liability of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of the general incorporation language of such filing, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
3.2 Amended and Restated Bylaws of Eloxx Pharmaceuticals, Inc.
10.1 Employment Agreement, dated as of December 26, 2017, between Eloxx
Pharmaceuticals, Inc. and Robert E. Ward.
99.1 Press Release, dated December 27, 2017.
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