UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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. |
On February 18, 2022, the board of directors of Athenex, Inc. (the “Company”) appointed Joe Annoni to serve as Chief Financial Officer of the Company. Since 2010, Mr. Annoni, age 53, has served as managing director and a strategic corporate finance advisor at GFW Partners, a boutique advisory firm. Prior to GFW Partners, Mr. Annoni co-founded NHA Capital, a family office investment firm, where he led private equity and venture capital investment activities from 2007 to 2010.
Mr. Annoni will be eligible to receive an annual base salary of $288,750 and a target annual cash incentive award equal to 40% of his base salary. On February 18, 2022, Mr. Annoni received a stock option award to purchase 50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exercise price equal to the closing price of the Company’s common stock reported on Nasdaq on that same date, pursuant to the terms of the Company’s Amended and Restated 2017 Omnibus Incentive Plan, as amended (the “Plan”), and an award of 50,000 restricted stock units, which each represent the contingent right to receive one share of Common Stock pursuant to the terms of the Plan. The option award and restricted stock units vest in four equal annual installments beginning on February 18, 2023.
The Company entered into an employment agreement with Mr. Annoni as of February 18, 2022 that provides for the compensation described above. The employment agreement has an initial term of one year and will automatically renew for one-year terms unless terminated pursuant to its terms. The foregoing description of the employment agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the employment agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Annoni was not appointed to this position pursuant to any arrangement or understanding with any person. Neither Mr. Annoni nor any of his immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
Following Mr. Annoni’s appointment, Steve Adams, who had been serving as Interim Chief Accounting Officer, will begin serving as the Company’s Chief Accounting Officer.
On February 22, 2022, the Company issued a press release regarding Mr. Annoni’s appointment, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Employment Agreement between the Company and Joe Annoni, effective as of February 18, 2022 | |
| 99.1 | Press release issued by the Company on February 22, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| ATHENEX, INC. | ||||||
| Date: February 22, 2022 | /s/ Johnson Y.N. Lau | |||||
| Name: | Johnson Y.N. Lau | |||||
| Title: | Chief Executive Officer | |||||