UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors of Vincerx Pharma, Inc. (the “Company”) and the stockholders of the Company have approved a one-time stock option repricing and exchange program (the “Stock Option Repricing and Exchange Program”). As a result, effective on August 12, 2024 (the “Effective Date”), the exercise price of all outstanding stock options held by employees (including the Company’s executive officers) and consultants of the Company that were granted under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) and that were “underwater” (had an exercise price per share greater than $0.5485, the closing price of the Company’s common stock on the Effective Date) was reduced to $0.55 per share, except that a premium exercise price will apply for certain exercises, as described below.
In order to be able to exercise stock options at the reduced exercise price, holders of repriced stock options must remain in the continuous employment or service with the Company for a specified retention period that begins on the Effective Date and ends on the earliest of (i) August 12, 2025, (ii) consummation of a Change in Control of the Company (as defined in the 2020 Plan), or (iii) the holder’s death, disability, or termination without cause; otherwise the holder will be required to pay a premium exercise price equal to the original (higher) exercise price per share of the stock option.
No other terms of the stock options were modified, and the stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held a Special Meeting of Stockholders on August 12, 2024 (the “Special Meeting”). The following action was taken at the Special Meeting.
| 1. | Proposal 1 – Stock Option Repricing and Exchange Program |
The Company’s stockholders approved the Stock Option Repricing and Exchange Program, as described in the proxy statement for the Special Meeting. The final voting results are as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 13,734,945 | 3,632,544 | 38,918 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 16, 2024
| VINCERX PHARMA, INC. | ||
| By: | /s/ Alexander Seelenberger | |
| Alexander Seelenberger | ||
| Chief Financial Officer | ||