UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2022, Inhibikase Therapeutics, Inc. (the “Company”), amended the employment agreements of Milton H. Werner Ph.D., its President and Chief Executive Officer, and of Joseph Frattaroli, its Chief Financial Officer. The amendments were authorized by the Company’s Compensation Committee acting pursuant to advice of its compensation consultant. Dr. Werner’s base salary was increased from $455,000 to $510,000, effective as of March 1, 2022, and Dr. Werner’s 2022 base target bonus percentage was increased from 35% to 50% of his base salary. Mr. Frattaroli’s base salary was increased from $375,000 to $400,000, effective as of March 1, 2022, and Mr. Frattaroli’s 2022 base target bonus percentage was increased from 30% to 40% of his base salary.
Each executive’s annual target bonus percentage is subject to upward adjustment from time to time, as determined by the Board (or a committee thereof) of the Company in its sole discretion. Mr. Frattaroli’s Base Salary is subject to upward adjustment from time to time, as determined by the Board (or a committee thereof) of the Company in its sole discretion (a similar provision was already included in Dr. Werner’s employment agreement). The other terms of Dr. Werner’s and Mr. Frattaroli’s employment agreements remain unchanged. The foregoing description of the amendments made to Dr. Werner’s and Mr. Frattaroli’s respective employment agreements is qualified by reference to the amendments, copies of which are attached here as Exhibit 10.1 (in the case of the amendment to Dr. Werner’s employment agreement) and Exhibit 10.2 (in the case of the amendment to Mr. Frattaroli’s employment agreement), each of which are incorporated herein by reference.
In addition, the Compensation Committee of the Board of Directors of the Company has approved a new form of award agreement with performance-based vesting under the Company’s 2020 Equity Incentive Plan.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 10.1 | Amendment dated March 3, 2022 to the Employment Agreement, by and between Inhibikase Therapeutics, Inc. and Milton H. Werner, Ph.D., dated December 28, 2020. (1) | |
| 10.2 | Amendment dated March 3, 2022 to the Employment Agreement, by and between Inhibikase Therapeutics, Inc. and Joseph Frattaroli, dated October 24, 2018. (1) | |
| 10.3 | Form of Stock Option Grant Notice and Award Agreement. (1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| (1) | Previously filed as an exhibit to the Original Form 8-K. |
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.
| Date: March 21, 2022 | INHIBIKASE THERAPEUTICS, INC. | |||||
| By: | /S/ MILTON H. WERNER | |||||
| Milton H. Werner, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||