UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 10, 2022, in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Decibel Therapeutics, Inc. (the “Company”), the Board elected Kevin McLaughlin as a member of the Board, effective immediately.
Mr. McLaughlin was elected to serve as a Class I director of the Board, until the Company’s 2025 annual meeting of stockholders and until the election and qualification of his successor and subject to his earlier death, resignation or removal. Mr. McLaughlin will serve as Chair of the Audit Committee and as a member of the Compensation Committee. The Board has determined that Mr. McLaughlin is an “independent” director under the Nasdaq rules.
Mr. McLaughlin will receive compensation for his service as a non-employee director in accordance with the Company’s director compensation program, including an automatic grant upon his election of a nonqualified stock option to purchase 20,000 shares of the Company’s common stock at an exercise price equal to $2.88 per share, the closing price of the Company’s common stock on the date of grant, which option will vest and become exercisable in equal monthly installments over the next three years, subject to Mr. McLaughlin’s continued service. Mr. McLaughlin will also be entitled to receive annual cash retainers for his service as a director, plus additional cash compensation for his committee service, and annual equity grants in accordance with the director compensation program.
There are no arrangements or understandings between Mr. McLaughlin and any other persons pursuant to which he was elected as a director. Mr. McLaughlin has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Mr. McLaughlin and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. McLaughlin will enter into the Company’s standard form of indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on January 22, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DECIBEL THERAPEUTICS, INC. | ||||||
| Date: October 12, 2022 | By: | /s/ Laurence Reid | ||||
| Name: Laurence Reid, Ph.D. | ||||||
| Title: President and Chief Executive Officer | ||||||