SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 2.05.|| |
Costs associated with Exit or Disposal Activities
On May 31, 2023, Frequency Therapeutics, Inc. (the “Company”) announced a reduction in force (the “Reduction”) of approximately 55% of its workforce. The purpose of the Reduction, which was approved by the Board of Directors (the “Board”) of the Company on May 31, 2023, is to better align the Company’s workforce with the changing needs of its business.
The Reduction will be completed by June 9, 2023. The total costs related to the Reduction are estimated to be approximately $1.16 million in future cash outlays primarily related to severance costs and related expenses.
|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2023, the Company and Richard Mitrano, Vice President of Finance and Operations and the Company’s principal financial officer, entered into an amendment (the “Amendment”) to a letter agreement between the Company and Mr. Mitrano regarding certain of his employment terms, dated October 10, 2019 (the “Employment Agreement”). The Amendment extends the severance period during which Mr. Mitrano will receive continued payment of his base salary in the event that his employment is terminated by the Company without cause or by him for good reason (a “qualifying termination”) from six (6) months to nine (9) months. The Amendment also extends the severance period in the event of a qualifying termination during the twelve (12)-month period following a change in control from nine (9) months to twelve (12) months. Under the Employment Agreement and the Amendment, the Company will also pay the employer-portion of premiums for Mr. Mitrano’s group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) during the applicable severance period, subject to Mr. Mitrano’s election of COBRA health continuation coverage, until he becomes eligible for group health plan coverage through other employment or the earlier termination of his COBRA continuation coverage period.
The foregoing description is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|10.1||Amendment to Letter Agreement by and between Frequency Therapeutics, Inc. and Richard Mitrano, dated June 1, 2023|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|FREQUENCY THERAPEUTICS, INC.|
|Date: June 6, 2023||By:|
|Name:||David L. Lucchino|
|Title:||President and Chief Executive Officer|
Amendment to Letter Agreement
Reference is made to that certain letter agreement (the Agreement), dated October 10, 2019, by and between Frequency Therapeutics, Inc. (Company) and Richard Mitrano (Executive) regarding Executives employment terms. This Amendment (this Amendment) to the Agreement is entered into as of June 1, 2023 (Effective Date). Capitalized terms used, but not defined, in this Amendment are intended to have the meanings given to them in the Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Company and Executive hereby agree the Agreement is amended as follows:
The Severance Period as referenced in Paragraph 3 of the Agreement (with respect to a qualifying termination not in connection with a Change in Control) is hereby extended from six (6) months to nine (9) months.
The Severance Period as referenced in Paragraph 4 of the Agreement (with respect to a qualifying termination in connection with a Change in Control) is hereby extended from nine (9) months to twelve (12) months.
The Parties agree that the Agreement shall be deemed to be amended to reflect the foregoing terms as of the Effective Date. Except as expressly modified hereby, the Agreement shall remain in full force and effect.
* * * * *
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the Effective Date.
|Frequency Therapeutics, Inc.|
|By:||/s/ David L. Lucchino|
|Name:||David L. Lucchino|
|Title:||Chief Executive Officer|
|/s/ Richard Mitrano|
Signature Page to Amendment to Letter Agreement