Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Chief Financial Officer
Effective as of August 8, 2022, Biostage, Inc. (the Company) appointed Joseph L.
Damasio, Jr., as Chief Financial Officer.
Mr. Damasio, age 47, has over 20 years of finance and accounting experience,
most recently as Vice President of Finance at Inhibikase Therapeutics, a
publicly-traded clinical stage biopharmaceutical company, since October 2021
prior to joining Biostage. Before joining Inhibikase, Mr. Damasio was Controller
at Cue Biopharma from June 2000 to October 2021, Controller at XL Fleet from
February 2019 to June 2020, and Chief Financial Officer at Pressure BioSciences,
Inc. from April 2017 to February 2019. Mr. Damasio earned a bachelor's degree in
accounting, with honors, from the University of Massachusetts. He holds an MBA
and MSF from Boston College and is a Certified Public Accountant in
Massachusetts. Mr. Damasio does not have any family relationship with any
director or executive officer of the Company or any person nominated or chosen
by the Company to become a director or officer.
In connection with such appointment, the Company entered into an employment
agreement (the Employment Agreement) with Mr. Damasio with a commencement date
of August 5, 2022 (the Commencement Date). The Employment Agreement will
continue until terminated by the Company or Mr. Damasio. Pursuant to the
Employment Agreement, Mr. Damasio's initial compensation as Chief Financial
Officer will include a base salary of $250,000 annually (subject to annual
review), a bonus of $25,000 for the remainder of fiscal 2022 subject to
satisfaction of certain milestones, and the nonqualified stock option grant
described below. Mr. Damasio will receive on the Commencement Date, a
nonqualified stock option to purchase 116,156 shares of common stock of the
Company, which subject to continued employment through the applicable vesting
dates, will vest in four substantially equal annual increments on each
anniversary of the grant date. The option will have an exercise price equal to
the closing price of the Company's common stock on the date of grant, being the
Commencement Date. Mr. Damasio shall also be eligible to participate in such
incentive compensation plans as the Board of Directors of the Company or a
Committee thereof shall determine from time to time.
If the Company terminates Mr. Damasio's employment without Cause (as defined in
the Employment Agreement), or if Mr. Damasio terminates his employment for Good
Reason (as defined in the Employment Agreement), in addition to any accrued and
unpaid base salary through the date of his termination, and to the extent
required by law, any accrued and unused vacation and any bonuses or other
compensation actually earned for periods ended prior to the date of his
termination, Mr. Damasio will be entitled to the following, subject to his
execution of a release of claims in favor of the Company, a severance amount
equal to three (3) months of his base salary in effect at the time of
termination.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 5.02.
On August 8, 2022, the Company issued a press release regarding the appointment
of Mr. Damasio and related matters. The full text of the press release is
attached as Exhibit 99.1 hereto and incorporated by reference into this Item
5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Title
10.1# Employment Agreement between Biostage, Inc. and Joseph L.
Damasio, Jr.
99.1 Press Release issued by Biostage, Inc. on August 8, 2022
104 Cover Page Interactive Data File, formatted in Inline
Extensible Business Reporting Language (iXBRL)
# Management contract or compensatory plan or arrangement.
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