UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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:
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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. |
Tamara Joseph, the Chief Legal Officer and Corporate Secretary of Spero Therapeutics, Inc. (the “Company”), is stepping down from that position to pursue other interests, effective as of March 6, 2024 (the “Effective Date”). In connection with her departure, the Company’s Chief Executive Officer and President, Sath Shukla, stated, “We thank Tamara for her significant contributions and leadership and wish her the best in her future endeavors.”
The Executive Employment Agreement between the Company and Ms. Joseph, dated as of November 6, 2020, as amended on November 10, 2022, provides that Ms. Joseph will be entitled to the following: (i) severance as a continuation of payments in an amount equal to Ms. Joseph’s current annual base salary for a nine-month period, which will total $356,298.75, payable as continued salary in accordance with the Company’s regular payroll dates, and (ii) a pro rated cash bonus equal to $34,266.98 for the year ending December 31, 2024, among other customary provisions set forth therein. Such pro rated cash bonus will be paid to Ms. Joseph when the Company pays the 2024 annual bonuses to its employees in 2025, but in any event no later than March 15, 2025; in each case less all required taxes and employment-related deductions. To implement the foregoing, the Company and Ms. Joseph entered into a separation agreement (the “Separation Agreement”), dated as of February 9, 2024.
In addition, the Company entered into a consulting agreement with Ms. Joseph (the “Consulting Agreement”), dated as of February 9, 2024 and effective as of the Effective Date, pursuant to which Ms. Joseph will provide consulting services to the Company on an hourly, as needed basis, for a term of nine months following the Effective Date at a rate of $395.00 per hour. Ms. Joseph’s employee stock options and restricted stock units (“RSUs”) will continue to vest during the term of the Consulting Agreement and after the term of the Consulting Agreement ends, all of Ms. Joseph’s then vested and unexercised options and RSUs will be exercisable for 90 days in accordance with the terms of such options and RSUs and the Company’s 2017 Stock Incentive Plan, as amended, and the Company’s 2019 Inducement Equity Incentive Plan, as amended, as applicable.
A copy of the Separation Agreement and Consulting Agreement will be filed as exhibits to the Company’s annual report on Form 10-K for the year ended December 31, 2023, and the foregoing descriptions are subject in all respects to the actual terms of the Separation Agreement and Consulting Agreement.
2
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.
| Date: February 9, 2024 | SPERO THERAPEUTICS, INC. | |||||
| By: | /s/ Satyavrat Shukla | |||||
| Satyavrat Shukla | ||||||
| President and Chief Executive Officer | ||||||
3
Document and Entity Information |
Feb. 05, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001701108 |
| Document Type | 8-K |
| Document Period End Date | Feb. 05, 2024 |
| Entity Registrant Name | SPERO THERAPEUTICS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38266 |
| Entity Tax Identification Number | 46-4590683 |
| Entity Address, Address Line One | 675 Massachusetts Avenue |
| Entity Address, Address Line Two | 14th Floor |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02140 |
| City Area Code | (857) |
| Local Phone Number | 242-1600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | SPRO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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