Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2023, the board of directors (the "Board") of Landos Biopharma, Inc.
(the "Company") appointed Alka Batycky to serve as a director of the Company
effective May 30, 2023. Ms. Batycky will serve as a Class III director whose
term will expire at the 2024 Annual Meeting, at which time she will stand for
election by the Company's stockholders. Ms. Batycky was also appointed to serve
on the Audit Committee.
There is no arrangement or understanding between Ms. Batycky and any other
person pursuant to which she was selected as a director of the Company, and
there is no family relationship between Ms. Batycky and any of the Company's
other directors or executive officers. The Company is not aware of any
transaction involving Ms. Batycky requiring disclosure under Item 404(a) of
Regulation S-K.
Ms. Batycky, age 53, served as Chief Development Officer at Finch Therapeutics
from February 2022 until March 2023. From July 2019 to April 2021, she served as
Chief Development Officer at Ohana Biosciences and from August 2016 until June
2019 she served as Chief Operating Officer at Akashi Therapeutics. Ms. Batycky
holds a B.S. in Toxicology and Pharmacology as well as a Ph.D. in Toxicology
from the University of London, School of Pharmacy.
In accordance with the Company's Non-Employee Director Compensation Policy, upon
commencement of her service as a director on May 30, 2023, Ms. Batycky was
granted an initial option grant (the "Initial Grant") under the Company's 2019
Equity Incentive Plan (the "Plan") to purchase 3,600 shares of the Company's
common stock at an exercise price of $3.05 per share, which will vest in equal
monthly installments over a three-year period such that the option is fully
vested on the third anniversary of the date of grant, subject to Ms. Batycky's
continuous service through such vesting dates. At each annual meeting of
stockholders following which Ms. Batycky will continue service as a director,
Ms. Batycky will also be entitled to receive an additional option grant to
purchase 1,800 shares of the Company's common stock (the "Annual Grant"), which
will vest upon the one-year anniversary of the date of grant, subject to Ms.
Batycky's continuous service through such vesting date. Additionally, Ms.
Batycky will be entitled to receive a $45,000 annual retainer, payable quarterly
in arrears, for her service on the Board, and a $10,000 annual retainer, payable
quarterly in arrears, for her service on the Audit Committee. Ms. Batycky has
also entered into the Company's standard form of indemnification agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 30, 2023, the Company filed an Amended and Restated Certificate of
Incorporation (the "Amended and Restated Charter") with the Secretary of State
of the State of Delaware to integrate the Certificate of Amendment to its
Amended and Restated Certificate of Incorporation previously filed with the
Secretary of State of the State of Delaware on May 25, 2023.
The foregoing description is qualified in its entirety by the Amended and
Restated Charter, which is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 30, 2023, the Company issued a press release announcing the appointment
of Ms. Batycky to the Board. A copy of the press release is furnished herewith
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Exhibit Description
Number
3.1 Amended and Restated Certificate of Incorporation of Landos Biopharma,
Inc. effective May 30, 2023.
99.1 Press Release, dated May 30, 2023, entitled "Landos Biopharma Appoints
Alka Batycky to its Board of Directors."
104 The cover page from Landos Biopharma, Inc.'s Form 8-K filed on May 30,
2023, formatted in Inline XBRL.
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