OTHER INFORMATION
−Removed: Jeff Dekker entered into an employment agreement that is effective as of May 10, 2021.
−Removed: As of May 10, 2021, Mr.
−Removed: Dekker executed an indemnification agreement in substantially the form filed as Exhibit 10.29 to our Annual Report on Form 10-K for the year ended December 31, 2013.
−Removed: Under his employment agreement, Mr.
−Removed: Dekker is entitled to receive an annual base salary of $270,000, subject to annual increases if approved by our Board of Directors or Compensation Committee and is eligible to receive an annual target bonus of 35% of his base salary as determined by the Board of Directors or Compensation Committee in their sole discretion.
−Removed: On May 10, 2021, the Compensation Committee approved an incentive stock option grant of 55,000 common stock options to Mr.
−Removed: Dekker pursuant to our 2020 Equity Incentive Plan.
−Removed: The option has an exercise price of $3.06 per share, representing the closing price of our common stock on the Nasdaq Capital Market on May 10, 2021.
−Removed: The option vests 25% after one year, then in 36 equal monthly installments, measured from May 10, 2021, subject to partial acceleration upon the occurrence of specified events.
−Removed: If we terminate Mr.
−Removed: Dekker’s employment without “cause,” or if Mr.
−Removed: Dekker terminates his employment with “good reason” (as these terms are defined in his employment agreement), we have agreed to pay Mr.
−Removed: Dekker a severance payment equivalent to (i) 12 months of his base salary (if such termination occurs on the same day as or within thirteen months after a change of control of the Company), (ii) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors payable to him for the fiscal year in which his employment terminated to be paid at the same time that such incentive bonus
−Removed: would have been paid had the termination not occurred, and (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months, whether he elects or is eligible to receive COBRA (provided, that even if he does not elect or is not eligible to receive COBRA, he will receive the equivalent of such out-of-pocket expenses paid by him not to exceed the costs that the benefits would equal under COBRA if he were so eligible).
−Removed: In addition, we may elect in our sole discretion, to pay additional severance equal to up to 12 months of base salary, which additional payment would extend the covenants and obligations under Mr.
−Removed: Dekker’s employee intellectual property , confidentiality and non - compete agreement for such additional period.
−Removed: The severance payment is conditioned on the execution by Mr.
−Removed: Dekker of a legal release in a form acceptable to us .
+Added: Not applicable .
EXHIBIT INDEX
6 unchanged sentences
Certificate of Amendment to Restated Certificate of Incorporation .
−Removed: Second Amended and Restated Bylaws of the Registrant, as amended .
+Added: Amended and Restated Bylaws of the Registrant, as amended .
Reference is made to Exhibits 3.1, 3.1(a), 3.1(b) and 3.2
5 unchanged sentences
Jeff Dekker .
+Added: Assignment Agreement for Patent Rights, dated July 1, 2021, by and between ARCA biopharma, Inc.
+Added: and University Medical Center of the Johannes Gutenberg University Mainz .
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
2 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
−Removed: XBRL Instance Document (filed electronically herewith)
−Removed: XBRL Taxonomy Extension Schema Document (filed electronically herewith)
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
−Removed: XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
+Added: Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith)
Incorporated by Reference (1)
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
−Removed: XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)
+Added: Cover Page Interactive Data File (embedded within the Inline XBRL document).
The SEC file number for all items incorporated by reference herein from reports on Forms 10-K, 10-Q and 8-K is 000-22873.
+Added: Indicates management contract or compensatory plan or arrangement.
+Added: Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.
+Added: ARCA agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request;
+Added: provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
+Added: Certain portions of the exhibit, identified by the mark, “[*],” have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.
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.
4 unchanged sentences
(Principal Financial and Accounting Officer)
+Added: August 4, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.