Item 5. Other Information
Item 5. Other Information.
On November 10, 2022, we entered into amendments to the employment agreements (the “Employment Agreement Amendments”) with our Chief Executive Officer, Ankit Mahadevia, M.D., and Chief Financial Officer, Satyavrat Shukla, which amend certain provisions of their prior employment agreements with the Company (the “Prior Employment Agreements,” and together with the Employment Agreement Amendments, the “Amended Employment Agreements”). The Employment Agreement Amendments amend the Prior Employment Agreements to, inter alia, increase the benefits provided to Dr. Mahadevia and Mr. Shukla in the event that following a Change of Control (as defined in the Amended Employment Agreements), their employment with us is terminated by us without Cause or by Dr. Mahadevia or Mr. Shukla for Good Reason (in each case, as defined in the Amended Employment Agreements) (a “Qualified Change of Control Termination”). Under the Amended Employment Agreements, in the event of a Qualified Change of Control Termination, with respect to cash compensation, (i) Dr. Mahadevia will receive 18 months of his then-current base salary plus the amount of his then-current target performance bonus, and (ii) Mr. Shukla will receive 12 months of his then-current base salary plus the amount of his then-current target performance bonus. The foregoing description of the Employment Agreement Amendments is a summary only and is qualified in its entirety by reference to the Employment Agreement Amendments, which are attached hereto as Exhibit 10.6 and 10.7, respectively, and are incorporated herein by reference.
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Item 6. Exhibits
Exhibit
Number
Exhibit Description
Filed with
this Report
Incorporated by
Reference herein from
Form or Schedule
Filing Date
SEC File /
Registration
Number
10.1
Amendment 1 to Consulting Agreement, dated August 4, 2022, by and between the Registrant and Cristina Larkin
X
10.2+
Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as amended
Form 8-K
(Exhibit 10.1)
9/19/22
001-38266
10.3
License Agreement, dated September 21, 2022, by and between the Registrant and GlaxoSmithKline Intellectual Property (No. 3) Limited
X
10.4
Share Purchase Agreement, dated September 21, 2022, by and between the Registrant and Glaxo Group Limited
X
10.5+
Employment Agreement, dated August 11, 2022, by and between the Registrant and Kamal Hamed
X
10.6+
Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Ankit Mahadevia, M.D.
X
10.7+
Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Satyavrat Shukla
X
10.8+
Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Kamal Hamed, M.D., M.P.H., M.B.A
X
10.9+
Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Timothy Keutzer
X
10.10+
Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Tamara Joseph
X
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principal Financial Officer
X
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
84
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
# Management contract or compensatory plan.
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type that the Registrant treats as private or confidential.
* The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Spero Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNA TURES
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 .
SPERO THERAPEUTICS, INC.
Date: November 14, 2022
By:
/s/ Ankit Mahadevia, M.D.
Ankit Mahadevia, M.D.
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2022
By:
/s/ Satyavrat Shukla
Satyavrat Shukla
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
86