ARS Pharmaceuticals, Inc. 10-Q

Item 5. Other Information On August 10, 2022, our board of directors approved the termination of employment of Laura Shawver, Ph.D., our Chief Executive Officer, effective as of September 2, 2022 (the “Transition Date”), to extend our cash runway and to allow Dr. Shawver to pursue other employment opportunities. Dr. Shawver has entered into a consulting agreement with us effective as of the Transition Date pursuant to which she has agreed to provide, on an as-needed basis, not to exceed 20 hours per week unless mutually agreed, transition services and to advise, consult and support our management team in connection with the closing of the Merger, winddown activities related thereto, the sale of our legacy assets and other services from the Transition Date until the earlier of (a) the closing of the Merger and (b) December 31, 2022. As consideration for her consulting services, Dr. Shawver will be paid an hourly rate of $300 and all outstanding equity awards held by Dr. Shawver as of the Transition Date will continue to vest and will remain exercisable during the consulting period. Dr. Shawver will also continue to serve as a member of our Board of Directors. Effective as of the Transition Date, Jeffrey C. Pepe, Ph.D., J.D., has been appointed to serve as our Interim Chief Executive Officer and principal executive officer. The biographical information for Dr. Pepe appears below: Jeffrey C. Pepe, Ph.D., J.D., age 60, has served as our General Counsel since August 2019 and was appointed Corporate Secretary in November 2020. From January 2015 to August 2019, Dr. Pepe served as a partner and member of the Management Committee at Seed IP Law Group. From April 2008 to December 2010, he served as Associate General Counsel and Head of Intellectual Property at Trubion Pharmaceuticals, Inc. (now Aptevo Therapeutics Inc.). He served as Patent Attorney from January 2007 to November 2007 and as Chief Patent Attorney from November 2007 to March 2008 at Nastech Pharmaceutical Company Inc. (now Adhera Therapeutics, Inc.). Dr. Pepe holds a B.S. in Biochemistry and Ph.D. in Microbiology and Molecular Genetics, both from the University of California, Los Angeles and a J.D. from the Seattle University School of Law, where he served as an adjunct law professor from September 2004 to September 2015. 48 In connection with the appointment of Dr. Pepe as General Counsel, the Company and Dr. Pepe entered into an employment offer letter agreement on June 6, 2019, pursuant to which, Dr. Pepe would be (i) entitled to receive an annual base salary of $370,000, (ii) eligible to receive an annual performance bonus of up to 30% of his base salary, based upon the achievement of certain corporate and individual objectives as determined by the Board, and (iii) entitled to receive a stock option to purchase 131,469 shares of the Company’s common stock. Twenty-five percent of the shares subject to the stock option vested after 12 months of employment, with the remaining shares vesting monthly thereafter over the following 36 months. In January 2022, the Compensation Committee of our board of directors approved (i) increasing Dr. Pepe’s annual base salary to $405,546. In addition, in February 2022 Dr. Pepe received a stock option for 45,000 shares of the Company’s common stock and a restricted stock unit for 7,500 shares of the Company’s common stock. The shares subject to the stock option will vest monthly over 48 months following the grant date, and twenty-five percent of the shares subject to the restricted stock unit will vest after 12 months of employment, with the remaining shares vesting annually thereafter over the following three years. In May 2022, Dr. Pepe received a stock option for 79,261 shares of the Company’s common stock and a restricted stock unit for 39,630 shares of the Company’s common stock. The shares subject to the stock option and restricted stock unit will fully vest 12 months following the grant date. Dr. Pepe is also a party to the Company’s Change in Control and Severance Benefit Plan. There has been no change to his existing employment terms in connection with his promotion to Interim Chief Executive Officer. There are no arrangements or understandings between Dr. Pepe and any other persons in connection with Dr. Pepe’s appointment as interim Chief Executive Officer and principal executive officer. There are also no family relationships between Dr. Pepe and any director or executive officer of the Company. Except as set forth above, Dr. Pepe has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 49 Item 6. Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger and Reorganization, dated July 21, 2022, by and among the registrant., Sabre Merger Sub, Inc. and ARS Pharmaceuticals, as amended on August 11, 2022. 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on December 8, 2020). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K, filed with the SEC on December 8, 2020). 4.1 Reference is made to Exhibit 3.1 and 3.2 . 4.2 Form of Common Stock Certificate of the registrant (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-1 (File No. 333-250009), as amended, filed with the SEC on November 30, 2020). 4.3 Amended and Restated Investors’ Rights Agreement, by and between the registrant and certain of its stockholders, dated September 22, 2020 (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-250009), as amended, filed with the SEC on November 10, 2020). 10.1+ Non-Employee Director Compensation Policy, as amended. 10.2** Amendment No. 2 to Cell Line License Agreement, by and between the registrant and WuXi Biologics (Hong Kong) Limited, dated May 4, 2022. 10.3+* Letter Agreement, by and between the registrant and Jeffrey Pepe, Ph.D., J.D., dated June 6, 2019. 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1# Certification of Principal Executive and Financial Officers Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. ** Certain information in this exhibit is omitted because it is both not material and is the type that the registrant treats as private or confidential. + Indicates management contract or compensatory plan. # The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report on Form 10-Q), unless the Registrant specifically incorporates the foregoing information into those documents by reference. 50 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. SILVERBACK THERAPEUTICS, INC. Date: August 11, 2022 By: /s/ Laura Shawver, Ph.D. Laura Shawver, Ph.D. Chief Executive Officer and Director ( Principal Executive Officer ) Date: August 11, 2022 By: /s/ Jonathan Piazza Jonathan Piazza Chief Financial Officer ( Principal Financial Officer ) 51