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. |
Amendment of Executive Change in Control and Severance Agreements
On April 19, 2022, the Compensation Committee of the Board of Directors of Biomea Fusion, Inc. (the “Company”) approved amendments to the Company’s Change in Control and Severance Agreements (the “Amendments”) with each of Thomas Butler, the Company’s Chief Executive Officer; Ramses Erdtmann, the Company’s President and Chief Operating Officer; and Franco Valle, the Company’s Chief Financial Officer (collectively, the “NEOs”). The Amendments provide that if the payments and benefits provided under the NEOs’ respective severance agreements or otherwise in connection with a change in control are not eligible for a federal income tax deduction by the Company pursuant to Section 280G of the Internal Revenue Code and may subject an eligible participant, including the NEOs, to an excise tax under Section 4999 of the Internal Revenue Code, then the applicable NEO will be entitled to receive a gross up payment for such excise taxes. Each of the NEOs entered into the Amendments on April 19, 2022.
The foregoing description of the Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Amendments, a copy of which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Form of First Amendment to Change in Control and Severance Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 thereunto duly authorized.
| BIOMEA FUSION, INC. | ||||||
| Date: April 22, 2022 | By: | /s/ Thomas Butler | ||||
| Thomas Butler | ||||||
| Principal Executive Officer | ||||||
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