UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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 January 24, 2024, to reduce the administrative burden and expense associated with monthly vesting, the Board of Directors (the “Board”) of PaxMedica, Inc. (the “Company”) approved the acceleration of vesting of certain restricted stock units of the Company (“RSUs”), including RSUs previously granted to each of Howard Weisman, the Company’s President and Chief Executive Officer and a member of the Board, Stephen Sheldon, the Company’s Chief Financial Officer and Chief Operating Officer, and Dr. David Hough, the Company’s Chief Medical Officer:
| 1. | For Mr. Weisman: 19,615 RSUs, (i) 2,164 of which were granted on August 26, 2022 and originally scheduled to vest on April 26, 2024, (ii) 6,862 of which were granted on August 26, 2022 and originally scheduled to vest in equal installments on February 26, 2024, May 26, 2024, August 26, 2024, November 26, 2024, February 26, 2025, May 26, 2025 and August 26, 2025 and (iii) 10,589 of which were granted on April 13, 2023 and originally scheduled to vest as follows: 3,531 shares on April 13, 2024, with the remainder vesting in equal installments on July 13, 2024, October 13, 2024, January 13, 2025, April 13, 2025, July 13, 2025, October 13, 2025, January 13, 2026 and April 13, 2026. Based on the Company’s closing stock price of $0.50 on January 26, 2024, the value of the accelerated RSUs is approximately $9,808; |
| 2. | For Mr. Sheldon: 10,515 RSUs, (i) 4,632 of which were granted on November 19, 2022 and originally scheduled to vest in equal installments on May 19, 2024, August 19, 2024, November 19, 2024, February 19, 2025, May 19, 2025, August 18, 2025 and November 19, 2025 and (ii) 5,883 of which were granted on April 13, 2023 and originally scheduled to vest as follows: 1,962 shares on April 13, 2024 with the remainder vesting in equal installments on July 13, 2024, October 13, 2024, January 13, 2025, April 13, 2025, July 13, 2025, October 13, 2025, January 13, 2026 and April 13, 2026. Based on the Company’s closing stock price of $0.50 on January 26, 2024, the value of the accelerated RSUs is approximately $5,258; and |
| 3. | For Dr. Hough: 4,903 RSUs granted on October 23, 2023 and originally scheduled to vest in equal installments on May 16, 2024, August 16, 2024, November 16, 2024, February 16, 2025, May 16, 2025, August 16, 2025, November 16, 2025, February 16, 2026, May 16, 2026 and August 16, 2026. Based on the Company’s closing stock price of $0.50 on January 26, 2024, the value of the accelerated RSUs is approximately $2,452. |
The RSUs will now fully vest on the day following the filing with the U.S. Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in each case subject to the continued employment of the officer with the Company, through such date.
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.
| PaxMedica, Inc. | ||
| By: | /s/ Howard J. Weisman | |
| Name: | Howard J. Weisman | |
| Title: | Chief Executive Officer | |
Date: January 29, 2024