Contineum Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

 

 

 

 

 

(Registrant’s telephone number, including area code)

 

 

 

 

 

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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.  ☐

 

 

 

 

 

 

 

 

 

 

 

On May 24, 2024, the Board of Directors (the “Board”) of Contineum Therapeutics, Inc. (the “Company”) adopted the Contineum Therapeutics, Inc. Executive Severance Plan (the “Severance Plan”) to offer severance benefits to our named executive officers and to certain other key executives and employees (the “Participant”). The Compensation Committee of the Board has the authority to designate the executives and key employees who will be offered an opportunity to participate in the Severance Plan and will administer the Severance Plan.

 

To participate in the Severance Plan, the Participant must enter into a Participation Agreement (each a, “Participation Agreement”), which provides that the terms and conditions of the Severance Plan shall supersede and replace any existing employment or severance agreement between the Company and the Participant. On May 28, 2024, each of our named executive officers entered into a Participation Agreement, including Carmine Stengone, our Chief Executive Officer and President, as a Tier 1 Participant, and Daniel Lorrain, Ph.D., our Chief Scientific Officer, and Peter Slover, our Chief Financial Officer, as Tier 2 Participants.

 

Tier 1, Tier 2, and Tier 3 Participants are entitled to the following severance benefits, as applicable:

 

Termination that Does Not Qualify as a Change in Control Termination. In the event of an Involuntary Termination that is not a Change in Control Termination (as defined below), Participants will be eligible to receive the following benefits, provided the Participant signs a release of claims:

 

 

 

Termination in Connection with a Change in Control Termination. In the event of an Involuntary Termination that occurs within 90 days prior to or, in the case of a Tier 1 or Tier 2 Participant, within 18 months, or, in the case of a Tier 3 Participant, 12 months, following a Change in Control, the Participants will be eligible to receive, in lieu of the benefits described above, the following benefits, as applicable, provided the Participant signs a release of claims:

 

 

 

 

 

 

The terms “Change in Control” and “Involuntary Termination” shall have the meanings ascribed to such terms in the Severance Plan. The foregoing description of the terms and conditions of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

In connection with the Severance Plan and entry into the Participation Agreement, the Company entered into its standard form of mutual arbitration agreement with each of its named executive officers and certain other key executives and employees, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

(d)  Exhibits.

 

 

 

 

 

 

 

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.

 

 

Dated: May 31, 2024