UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 1, 2021
KIROMIC BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39619 | 46-4762913 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer |
7707 Fannin, Suite 140
Houston, TX, 77054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (832) 968-4888
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. below):
[ ] | 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, $0.001 par value | KRBP | The Nasdaq Stock Market LLC |
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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 [X]
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. [ ]
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Item 1.01. | Entry into a Material Definitive Agreement |
On July 1, 2021, Kiromic BioPharma, Inc. (the “Company”) entered into an Executive Agreement (the “Ryan Agreement”) with Dr. Michael Ryan to be its Chief Technology Officer (“CTO”). The term of the Ryan Agreement commenced on July 1, 2021 and will continue until the earlier of (i) July 1, 2024 or (ii) termination by either the Company or Dr. Ryan. Pursuant to the Ryan Agreement, Dr. Ryan’s base compensation will be $200,000 per year.
The Company may terminate the Ryan Agreement upon 30 days notice. If the termination notice by the CTO is other than for “Good Reason” as defined in the Ryan Agreement, the Company shall have no further obligations other than the payment of all compensation and other benefits payable to the CTO through the date of such termination, including any earned but unpaid bonus. Similarly, if the Company terminates the Ryan Agreement “for cause”, upon the death, or permanent disability as defined in the Ryan Employment Agreement, then the Company shall have no further obligations other than the payment of all compensation and other benefits payable to the Executive through the date of such termination, including any earned but unpaid bonus.
The Company will incur further obligations:
● | If the Company terminates the Ryan Employment Agreement for any reason other than “for cause”, upon the CTO’s death, or disability as defined in the Ryan Agreement. |
Those obligations are outlined below:
1. | the Company shall pay the CTO an amount equal to the Base Salary on the Termination Date for the lesser of the remainder of the Term or six (6) months (the applicable period being referred to as the “Severance Period”), paid on a bi-weekly schedule; |
2. | the Company shall reimburse benefits under group health and life insurance plans in which the Executive participated through the Severance Period; and | |
3. | The Company shall pay all previously earned, accrued, and unpaid salary, bonuses, benefits from the Company and its Executive benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs. | |
Item 9.01 Financial Statements and Exhibit
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
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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.
| Kiromic BioPharma, Inc. | ||
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Date: July 8, 2021 | By: | /s/ Maurizio Chiriva Internati | |
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| Maurizio Chiriva Internati Chief Executive Officer | |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of July 1, 2021 between Kiromic BioPharma, Inc., a Delaware corporation (the “Company”) and Michael Ryan, an individual (the “Executive”).
BACKGROUND
The Company wishes to secure the services of the Executive as Chief Technology Officer of the Company (with such other duties and/or offices in the Company or its affiliates as may be assigned by the Company, its Board of Directors, and as agreed to by Executive) upon the terms and conditions hereinafter set forth, and the Executive wishes to render such services to the Company upon the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
4. | Termination. |
5. | Severance Payments. |
6. | Certain Covenants of the Executive. |
is then or who has been within the preceding 12-month period, an employee of or consultant to the Company or any of its affiliates to terminate employment with, or a consulting relationship with, the Company or such affiliate, as the case may be, or to become employed by or enter into a contract or other agreement with any other person, and the Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other person.
(a) Enforceability in Jurisdictions. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants and only in such jurisdiction where the Executive’s alleged violation of the Restrictive Covenants occurred. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly invalid or unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such deter- mination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
7. | Other Provisions. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.
COMPANY:
Kiromic BioPharma, Inc..
By: /s/ Maurizio Chiriva Internati Name: Maurizio Chiriva Internati Title: Chief Executive Officer
EXECUTIVE:
. /s/ Michael Ryan .
Name: Michael Ryan
Address: 2615 Columbia Pike, Bsmt 215
Arlington, VA 22204