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 March 23, 2022, certain executive officers of Athenex, Inc. (the “Company”) entered into a Salary Deduction and Stock Purchase Agreement (the “Purchase Agreement”) with the Company. Under the Purchase Agreement, on each payroll date, the officer authorizes the Company to deduct a certain amount of the officer’s after-tax base salary. This deducted amount is used to purchase a number of shares of the Company’s common stock determined using the Nasdaq Official Closing Price per share on the applicable payroll date. The officer may decrease the amount of the deduction upon notice to the Company’s board of directors and may only increase the amount of the deduction with the prior written consent of the Company’s board of directors. The Company will sell these shares of common stock in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description of the Purchase Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the form of Purchase 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.
Johnson Y.N. Lau, the Company’s Chief Executive Officer and Chairman, and Rudolf Kwan, the Company’s Chief Medical Officer, entered into Purchase Agreements with the Company. Dr. Lau and Dr. Kwan will have $11,400, and $4,900 deducted on each bi-weekly payroll date, respectively, comprising approximately 100% of their respective net pay after taxes and other deductions.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Salary Deduction and Stock Purchase Agreement | |
| 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: March 29, 2022 | /s/ Joe Annoni | |||||
| Name: | Joe Annoni | |||||
| Title: | Chief Financial Officer | |||||