UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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). |
| ☐ | 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 11, 2025, NewAmsterdam Pharma B.V., on behalf of NewAmsterdam Pharma Company N.V. (the “Company”), entered into an amended and restated Employment Agreement with Dr. John Kastelein, the Company’s Chief Scientific Officer and a director (the “Agreement”). The Agreement is effective as of July 1, 2025 and replaces and supersedes the Employment Agreement between NewAmsterdam Pharma B.V. and Dr. Kastelein, dated as of November 18, 2022.
The Agreement provides that in the event Dr. Kastelein’s employment is terminated by the Company without cause (as defined in the Agreement) at any time, Dr. Kastelein will be entitled to an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred.
If Dr. Kastelein’s employment is terminated by the Company without cause (if termination is requested by a third party involved in a change in control (as defined in the Agreement)) within three months prior to such change in control, or if Dr. Kastelein’s employment is terminated by the Company without cause or by Dr. Kastelein for good reason (as defined in the Agreement) during the 12 months following a change in control, Dr. Kastelein will be entitled to the severance payments and benefits described above. In addition, all of Dr. Kastelein’s time-based stock options and equity awards will accelerate, becoming fully exercisable or nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| NewAmsterdam Pharma Company N.V. | ||
| By: | /s/ Michael Davidson | |
| Michael Davidson | ||
| Chief Executive Officer | ||
Dated: July 11, 2025