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Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events  
Subsequent Events

18. Subsequent Events

On January 15, 2019, Stephen Fruchtman, M.D. was appointed as a director and the Chief Executive Officer of the Company and successor to Ramesh Kumar, Ph.D. On the same date, Ramesh Kumar, Ph.D., resigned as the Chief Executive Officer and as a director of the Company. Dr. Kumar is serving as a consultant to the Company pursuant to a Consulting Agreement (the “Consulting Agreement”).

In connection with Dr. Kumar’s resignation, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Dr. Kumar, dated as of January 15, 2019.  Under the Separation Agreement Dr. Kumar is entitled to the severance payments and benefits as set forth in the Separation Agreement. The severance payments and benefits under the Separation Agreement include, without limitation, the following:

Severance Payments.  Under severance payments provisions, which remain the same as those in the Employment Agreement, the Company will pay Dr. Kumar a severance amount equal to $933,774, which is the sum of (x) $602,435,  12 months of base salary at the rate in effect immediately prior to January 15, 2019 and (y) $331,339, 55% of the base salary amount referred to in the preceding sentence.  The severance amount will be paid in installments in accordance with the Company’s normal payroll practices over the 12-month period following the Termination Date.

Stock Option Acceleration and Extension.  The stock option acceleration provision remains the same as that under the Employment Agreement, and under this provision, all stock options (the “Outstanding Options”) held by Dr. Kumar will vest on the Termination Date.  Dr. Kumar is also entitled to a stock option extension provision, under which the Company will amend the post-termination exercise periods set forth in the agreements reflecting the Outstanding Options such that Dr. Kumar will have until the earlier of (i) January 15, 2022 and (ii) the last day of the applicable ten-year term of the applicable Outstanding Option to exercise the Outstanding Options.

Other Benefits.  Dr. Kumar will also receive accrued benefits and certain health benefits; and the enhanced benefits include, among other things, a COBRA (Consolidated Omnibus Budget Reconciliation Act) reimbursement extension, under which if Dr. Kumar remains on COBRA coverage for the entire 12-month period following the Termination Date, the Company will continue to pay Dr. Kumar COBRA reimbursements for an additional six-month period following the expiration of the 12-month period, subject to certain terms and conditions.

Under the Consulting Agreement, during the five-month period starting on February 18, 2019, at the request of the Company, Dr. Kumar will provide consulting service to the Company, and will be paid $10,000 per month for up to 20 hours of services (pro-rated for each partial calendar month during the term), and $500 per hour for each additional hour Dr. Kumar performs services in excess of 20 hours in any month (pro-rated for each partial calendar month during the term), subject to terms and conditions of the Consulting Agreement. The Company and Dr. Kumar may each terminate the Consulting Agreement by giving the other 90 days’ written notice. The Company has no obligation to request any consulting service during the term.

In March 2019, the Company communicated to certain employees a plan of termination to reduce a number of positions as part of its ongoing commitment to reduce costs and conserve cash. The plan affects six employees, who have been offered severance pay in accordance with Company policy or, if applicable, their employment agreements. As a result of the workforce reduction, the Company estimates that it will record in the first quarter of 2019, a one-time severance-related charge totaling approximately $0.7 million. Annual estimated savings from the workforce reduction are expected to be approximately $1.5 million and should be fully realized during 2020. The severance-related charge and savings are subject to a number of assumptions, and actual results may differ materially. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction.