UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. |
(b), (c) On February 23, 2022, Tillman U. Gerngross, Ph.D. resigned as Chief Executive Officer and President of Adagio Therapeutics, Inc. (the “Company”) and as a member of the Board of Directors (the “Board”) of the Company.
Following Dr. Gerngross’s resignation, on February 23, 2022, the Board appointed David Hering to serve as Interim Chief Executive Officer. Mr. Hering will also continue to serve as the Company’s Chief Operating Officer. There is no arrangement or understanding between Mr. Hering and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Hering and any of the Company’s other executive officers or directors. The Company is not aware of any transaction involving Mr. Hering requiring disclosure under Item 404(a) of Regulation S-K.
David Hering, M.B.A., 47, has served as the Company’s Chief Operating Officer since June 2021. Prior to joining Adagio, Mr. Hering served as the Head of the mRNA Global Franchise Business of Pfizer, Inc. from April 2021 to June 2021, the President of North America Vaccines of Pfizer, Inc. from December 2018 to April 2021 and the Vaccines Commercial Officer of Pfizer, Inc. from June 2015 to December 2018. Before joining Pfizer in 2015, Mr. Hering spent seven years at Novartis Vaccines, where he held the position of Head of the North America Region. Mr. Hering received an M.B.A. from Harvard Business School and a B.S. in Operations Research and Industrial Engineering from Cornell University.
In order to achieve a more equal balance of membership among the Company’s three classes of directors in connection with Dr. Gerngross’s resignation from the Board, the Board determined that one of its members should be reclassified from Class II (with a term expiring at the Company’s 2023 annual meeting of stockholders) to Class III (with a term expiring at the Company’s 2024 annual meeting of stockholders). Accordingly, on February 23, 2022, Tom Heyman agreed to resign from his position as a Class II director subject to his immediate reappointment as a Class III director. The Board accepted Mr. Heyman’s resignation and immediately reappointed him as a Class III director. The resignation and reappointment of Mr. Heyman was effected solely to rebalance the Board classes in connection with Dr. Gerngross’s resignation, and for all other purposes, Mr. Heyman’s service on the Board is deemed to have continued uninterrupted.
| Item 8.01 | Other Events. |
On February 23, 2022, the Company issued a press release announcing the appointment of Mr. Hering to serve as interim Chief Executive Officer. A copy of this press release is attached herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release, dated February 23, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Adagio Therapeutics, Inc. | ||||||
| Dated: February 23, 2022 | By: | /s/ Jill Andersen | ||||
| Jill Andersen | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||