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CURRENT REPORT
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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.
On July 16, 2024, in connection with the previously-disclosed resignation of Bo Kruse, the former Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Y-mAbs Therapeutics, Inc. (the “Company”), Y-mAbs Therapeutics A/S, the wholly-owned subsidiary of the Company, entered into a separation agreement (the “Separation Agreement”) with Mr. Kruse and the Company entered into a consultancy agreement (the “Consultancy Agreement”) with Investeringsselskabet GH ApS pursuant to which Mr. Kruse will provide consulting services to the Company.
Separation Agreement
Pursuant to the Separation Agreement, Mr. Kruse’s last day of employment with the Company will be July 31, 2024 and he will be eligible to receive:
| ● | payment of his base salary at the current rate up to and including July 31, 2024; |
| ● | a pro-rated fiscal year 2024 bonus in the amount of $151,376 (1,035,867 Danish krone, translated to U.S. dollars at an exchange rate of 6.8430:1, which is the exchange rate as of July 16, 2024), which amount represents Mr. Kruse’s target 2024 bonus, pro-rated for the portion of the year he was employed by the Company; |
| ● | continued vesting of equity awarded to him before September 28, 2022 in accordance with the terms of the applicable award agreements and equity incentive plans; and |
| ● | continued vesting through July 31, 2025 of equity awarded to him on or after September 28, 2022. |
The Separation Agreement contains restrictive covenants, including confidentiality and non-disparagement covenants, and a mutual release of claims.
Consultancy Agreement
The Consultancy Agreement is effective August 1, 2024, has a one-year term (the “Consulting Period”) and may be terminated by either party in the event of material breach by the other party that remains uncured after a two-week notice period or suspension of payment, liquidation, bankruptcy or insolvency of the other party. Pursuant to the Consultancy Agreement, during the Consulting Period, Mr. Kruse will provide consulting services relating to financial operations and corporate governance and will be available to assist the Company with any other matters arising from his time as an employee of the Company. In compensation for such services, the Company will pay a fixed monthly fee of $43,251 (295,967 Danish krone, excluding VAT, translated to U.S. dollars at an exchange rate of 6.8430:1, which is the exchange rate as of July 16, 2024). The Consultancy Agreement also contains a confidentiality covenant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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10.1 |
| Separation Agreement, entered into on July 16, 2024, between Bo Kruse and Y-mAbs Therapeutics A/S |
10.2 |
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104 |
| Interactive Data File (embedded within the Inline XBRL document) |