8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2022

Vincerx Pharma, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39244	83-3197402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

260 Sheridan Avenue, Suite 400

Palo Alto, California

94306

(Address of principal executive offices)

(Zip Code)

(650) 800-6676

(Registrant’s telephone number, including area code)

N/A

(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:

☐	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 symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	VINC	The Nasdaq Stock Market LLC

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.

(e) On August 25, 2022, pursuant to its authority to make equity awards from time to time under the 2020 Stock Incentive Plan of Vincerx Pharma, Inc. (the “Company”), the Compensation Committee of the Company’s Board of Directors approved the grant of non-statutory stock options (“Options”) to all Company employees, including the Company’s executive officers. The Options are to be granted in three tranches, with the first tranche granted on August 25, 2022 and the second and third tranches to be granted on November 15, 2022 and February 15, 2023, respectively, subject to the satisfaction of certain conditions including that the employee must still be employed as of the grant date of each tranche. The Options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant, and each Option will vest with respect to 1/24^th of the shares subject to the Option on each monthly anniversary of the date of grant, subject to continued employment on each vesting date. Options approved for grant to the Company’s executive officers consist of the following:

Name

Title

Tranche#1
Option

Tranche #2
Option

Tranche #3
Option

Date of
Grant

Dr. Ahmed M. Hamdy

Chief Executive Officer
(Principal Executive
Officer)

60,000

8/25/22

60,000

11/15/22

90,000

2/15/23

Dr. Raquel E. Izumi

President & Chief
Operations Officer

60,000

8/25/22

60,000

11/15/22

90,000

2/15/23

Alexander A. Seelenberger

Chief Financial Officer
(Principal Financial
Officer)

58,000

8/25/22

56,000

11/15/22

86,000

2/15/23

Tom C. Thomas

General Counsel &
Chief Legal Officer

58,000

8/25/22

56,000

11/15/22

86,000

2/15/23

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 31, 2022


VINCERX PHARMA, INC.

By:		/s/ Raquel E. Izumi
		Raquel E. Izumi
		President and Chief Operations Officer

Vincerx Pharma Inc. filed SEC Form 8-K: Leadership Update