Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
John Temperato, the Chief Executive Officer (the "CEO") and a Class II director
on the Board of Directors (the "Board") of 9 Meters Biopharma, Inc. (the
"Company") resigned from his role as CEO and director of the Company, effective
at the close of business on May 26, 2023. The Board appointed Bethany Sensenig,
Chief Financial Officer of the Company, to serve as Interim Chief Executive
Officer, and principal executive officer for SEC purposes, of the Company, in
addition to her current responsibilities. Mr. Temperato's departure is not
related to any matter relating to the Company's operations, policies or
practice.
Ms. Sensenig joined the Company as Chief Financial Officer in January 2022.
Prior to joining the Company from March 2019 to January 2022, Ms. Sensenig was
Chief Financial Officer and Head of U.S. Operations of Minovia Therapeutics,
Ltd., a clinical-stage biotech company, where she held a leadership role
building the company's business and financing strategy. From April 2006 to March
2019, Ms. Sensenig held various roles at Biogen, Inc. a multinational
biotechnology company, where she most recently held the position of Vice
President of Finance and Commercial Operations. Earlier in her career, Ms.
Sensenig held financial management and analyst roles at Merck & Co. Inc. and
Nexus Technologies, Inc. Ms. Sensenig holds a Bachelor of Science in Accounting
and Business Management from Montreat College, a Master of Business
Administration from Western Carolina University and is a Certified Management
Accountant.
Ms. Sensenig is 47 years old and has no familial relationships with any
executive officer or director of the Company. There have been no transactions in
which the Company has participated and in which Ms. Sensenig had a direct or
indirect material interest that would be required to be disclosed under Item
404(a) of Regulation S-K.
In connection with Mr. Temperato's resignation from employment, the Company has
entered into a Separation Agreement and Release with Mr. Temperato, dated May
29, 2023 (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr.
Temperato will be entitled to severance benefits including payment of his annual
base salary for twelve months (the "Severance Period"), as well as a pro-rated
bonus for 2023 at target, and 12 months' additional vesting of his outstanding
equity awards. The foregoing will be subject to continued compliance with
existing restrictive covenants under his employment agreement with the Company
and execution and non-revocation of a release of claims.
The foregoing summary of the terms of the Separation Agreement is qualified in
its entirety by reference to the complete text of the Separation Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Exhibit 10.1 Separation Agreement and Release between John Temperato and 9 Meters
Biopharma, Inc., dated May 29, 2023.
Exhibit 99.1 Press Release dated May 30, 2023.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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