Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2022, Aptose Biosciences Inc. appointed Mr. Philippe Ledru as its
Chief Commercial Officer. In connection with this appointment, Aptose and Mr.
Ledru, age 55, entered into an employment agreement on April 6, 2022 (the
"Employment Agreement"). Mr. Ledru recently served as Associate Vice President
and Head of Oncology New Products at Merck & Co, where he was responsible for
commercial leadership over the entire Merck oncology pipeline, over 25 assets
from discovery to mid-stage clinical development, across all major solid tumors
and hematological malignancies. At Merck, he also provided leadership on all
licensing and M&A activities, including the Peloton Therapeutics and Arqule
acquisitions in 2019. Prior, Mr. Ledru spent a 20+ year career at Novartis in
the U.S. and France, most recently as Senior Director of Early Commercial
Strategy focused on oncology products. There he also was part of the brand team
and had early commercial development and global marketing responsibilities for
several new compounds, including midostaurin. Earlier at Novartis Oncologie, he
helped lead launches of several oncology products, including imatinib (Gleevec).
Mr. Ledru also held oncology product management and business development
positions at Zeneca Pharma France/ICI Pharma.
Mr. Ledru's term of employment commenced on April 6, 2022, and will continue for
an indefinite period until terminated pursuant to the terms of the employment
agreement. During the term of his employment, Mr. Ledru will receive an annual
base salary of $410,000 and will be eligible to receive an annual discretionary
bonus in an amount up to 40% of his base salary, to be determined at the
discretion of Aptose's board of directors in accordance with individual,
department and/or company performance criteria. In the event of Mr. Ledru's
termination of employment by Aptose without cause or by Mr. Ledru for "good
reason" and subject to his execution and non-revocation of a release of claims,
Mr. Ledru will be entitled to a lump sum cash payment equal to his annual base
salary at the time of termination, a lump sum cash payment equal to the average
of his last three annual bonus payments and payment of monthly COBRA insurance
premiums for up to twelve months.
Pursuant to the Employment Agreement, Mr. Ledru will be awarded (i) a stock
option grant entitling him to acquire 600,000 common shares of Aptose subject to
the terms and conditions of Aptose's 2021 Stock Incentive Plan. In addition,
during and following termination of his employment, Mr. Ledru is subject to
non-solicitation and non-competition covenants and a separate confidentiality
agreement under the Employment Agreement.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in all respects by reference to the full text of the
Employment Agreement, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K, which is incorporated into this Item 5.02 by
reference.
There is no arrangement or understanding between Mr. Ledru and any other person
pursuant to which he was selected to serve as an officer of Aptose.
Mr. Ledru does not have any family relationships with any of Aptose's directors
or executive officers and is not a party to any transactions listed in Item
404(a) of Regulation S-K.
Aptose also announced on April 07, 2022 that Dr. Jotin Marango, Senior Vice
President, Chief Financial Officer and Chief Business Officer, is resigning to
pursue another opportunity. Dr. Rice will serve as Chief Accounting Officer, and
with Ms. Janet Clennett, Vice President of Finance, will assume financial
responsibilities until a permanent CFO is announced. Aptose and Dr. Marango plan
to enter into an advisory agreement to ensure a smooth transition from his CFO
duties.
Item 8.01 Other Events.
On April 7, 2022, Aptose issued a press release relating to the announcements
described in Item 5.02. The release is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Employment Agreement dated June 3, 2019 between Aptose Biosciences
Exhibit 10.1 Inc. and Philippe Ledru.
Exhibit 99.1 Press release, dated April 7, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
Exhibit 104 document)
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