| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 15, 2022, the Company announced that the Supervisory Board of the Company appointed Stephen Bardin as the Company’s Chief Financial Officer, effective as of August 16, 2022. Additionally, Mr. Bardin has been designated as the Company’s principal financial officer and principal accounting officer, effective as of August 16, 2022, succeeding Greg Weaver in such roles.
As previously disclosed in the Current Report on Form 8-K of the Company filed with the SEC on June 17, 2022 (the “Prior 8-K”), which is incorporated herein by reference, Mr. Bardin was appointed as the Company’s Deputy Chief Financial Officer and Chief Financial Officer Designate (“Deputy CFO”), effective as of June 27, 2022. In connection with Mr. Bardin’s appointment as the Company’s Deputy CFO, Mr. Bardin entered into an Executive Employment Agreement with the Company and ATAI Life Sciences US, Inc., dated June 11, 2022 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Bardin is entitled to an initial annual base salary of $440,000. Mr. Bardin is also eligible to receive an annual discretionary bonus award of up to 40% of his then-current base salary. On July 1, 2022, in connection with his appointment as Deputy CFO, Mr. Bardin received an option (the “Option”) to purchase up to 1,000,000 common shares of the Company at an exercise price per share of $3.65, the per share fair market value of the Company’s common shares on the date of grant, as determined in accordance with the Company’s 2021 Incentive Award Plan (the “Plan”), which will vest in accordance with the Company’s standard four-year vesting schedule, subject to Mr. Bardin’s continued service with the Company through the applicable vesting dates. The Option was granted pursuant to and subject to the terms and conditions of the Plan and an award agreement thereunder. Pursuant to the Employment Agreement, Mr. Bardin also received a one-time cash sign-on bonus of $100,000. The Employment Agreement further provides that if we terminate Mr. Bardin’s employment without “cause” or he resigns for “good reason” (as these terms are defined in the Employment Agreement), subject to his timely executing a release of claims and his continued compliance with certain covenants, he is entitled to receive (i) base salary continuation for a period of nine months; (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; and (iii) reimbursement for continued health coverage pursuant to COBRA for up to nine months following termination. If such a termination of employment occurs on or within 12 months following a “change in control” (as defined in the Employment Agreement), then, in lieu of the severance payments and benefits described above, subject to his timely executing a release of claims and his continued compliance with certain covenants, Mr. Bardin is entitled to receive (i) a lump-sum payment equal to one times the sum of his annual base salary and his target annual bonus for the year of termination; (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; (iii) reimbursement for continued health coverage pursuant to COBRA for up to 12 months following termination; and (iv) accelerated vesting of all unvested equity or equity-based awards that vest solely based on the passage of time, with any such awards that vest based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement, and the time period that Mr. Bardin may have to exercise any stock options may be extended for up to 12 months. There are no contemplated changes to Mr. Bardin’s compensatory arrangements in connection with his appointment as Chief Financial Officer.
As previously disclosed in the Prior 8-K, pursuant to the terms of a Transition and Separation Agreement between Greg Weaver, the Company and ATAI Life Sciences US, Inc., dated June 15, 2022, Mr. Weaver agreed to resign from his position as the Company’s Chief Financial Officer upon the earlier of (i) September 30, 2022 and (ii) the date Mr. Weaver is notified in writing that a new Chief Financial Officer is appointed and ready to serve in such capacity. Mr. Weaver was notified that Mr. Bardin was appointed as the Company’s Chief Financial Officer and ready to serve in such capacity effective as of August 16, 2022 (the “Resignation Date”), and Mr. Weaver’s resignation as Chief Financial Officer therefore became effective on the Resignation Date. Additionally, on August 15, 2022, Mr. Weaver notified the Company of his resignation as a member of the Management Board of the Company, effective as of the Resignation Date. As disclosed in the Prior 8-K, Mr. Weaver will serve as a non-employee advisor to assist in the transition of duties to the new Chief Financial Officer from the Resignation Date through March 31, 2023.