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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported):  February 6, 2020

 

NABRIVA THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

 

Ireland   001-37558   Not Applicable

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer Identification

No.)

 

25-28 North Wall Quay,

IFSC, Dublin 1, Ireland

  Not Applicable
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (610) 816-6640

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Ordinary Shares, nominal value
$0.01 per share
  NBRV   The Nasdaq Global Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     x

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of February 6, 2020, the Board of Directors (the “Board”) of Nabriva Therapeutics plc (the “Company”) granted restricted share units (“RSUs”) and, subject to shareholder approval, options awards to purchase ordinary shares to the Company’s executive officers. The following table sets forth the number of ordinary shares underlying the RSUs and options awarded by the Board to the Company’s executive officers:

 

Name  RSUs(1)   Options(2) 
Theodore Schroeder
Chief Executive Officer
   343,800    687,500 
Steven Gelone
President and Chief Operating Officer
   155,000    310,000 
Jennifer Schranz
Chief Medical Officer
   105,000    210,000 
Gary Sender
Chief Financial Officer
   105,000    210,000 
Francesco Maria Lavino
Chief Commercial Officer
   105,000    210,000 
Robert Crotty
General Counsel and Secretary
   105,000    210,000 

 

(1) Each of these RSUs has a grant date of February 6, 2020 and will vest over a four-year period beginning on the date of grant. Twenty-five percent (25%) of each RSU award will vest on the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of each RSU award will vest on a monthly pro-rata basis over the remaining vesting period. Each of the RSU awards is subject to such officer’s continued employment with the Company and the other terms and conditions under the Company’s 2017 Share Incentive Plan.

 

(2) Each of these option awards has a grant date of February 6, 2020 and will vest over a four-year period beginning on the date of grant. Twenty-five percent (25%) of each option award will vest on the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of each option award will vest on a monthly pro-rata basis over the remaining vesting period. The exercise price per share for these share option awards was the closing sale price of the ordinary shares of the Company on the Nasdaq Global Market on the grant date. Each of the option awards is subject to such officer’s continued employment with the Company and the other terms and conditions under a new share incentive plan adopted by the Board, which the Company expects to submit to its shareholders for approval at its 2020 annual general meeting. If shareholder approval is not obtained, these options will remain outstanding and will convert into cash-settled share appreciation rights.

 

 

 

 

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 hereunto duly authorized.

 

  NABRIVA THERAPEUTICS PLC
   
Date:  February 12, 2020 By:   /s/ Gary Sender
    Gary Sender
    Chief Financial Officer