UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 16, 2022, Radius Health, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Mike Conley, age 60, as the Company’s Vice President, Chief Financial Officer and Treasurer, effective as of March 15, 2022.
Prior to his appointment with the Company, Mr. Conley served as Vice President of Finance at Kaleido Biosciences, Inc., a clinical stage company focused on novel microbiome metabolic therapies, from January 2020 to March 2022. From August 2012 through January 2020, Mr. Conley served as the Vice President, Corporate Controller and Treasurer, and Director of Financial Planning and Analysis at Valeritas, Inc., a medical device manufacturer and developer of drug delivery solutions for patients with diabetes. Previously, Mr. Conley was the Global Finance Director of the radiation instrumentation business at Thermo Fisher Scientific from June 2007 to August 2012.
In connection with his appointment and pursuant to his offer letter, Mr. Conley is entitled to an initial annual base salary $350,000. Mr. Conley will also be eligible to participate in the Company’s employee benefit programs and plans.
In addition, the Board approved a grant to Mr. Conley of 50,000 restricted stock units (“RSUs”) pursuant to the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”). The RSUs shall vest in substantially equal annual installments on the first three anniversaries of the grant date, and shall be governed by a Restricted Stock Unit Agreement, the form of which is filed as Exhibit 10.3(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on February 24, 2022.
Mr. Conley has been designated as the Company’s principal financial officer and principal accounting officer, succeeding Steven Helwig. Effective March 15, 2022, Mr. Helwig transitioned from his role as the Company’s interim Principal Financial Officer, interim Principal Accounting Officer and interim Treasurer to the Company’s business development group.
Item 7.01Regulation FD Disclosure
The foregoing description of the Offer Letter is only a summary and qualified in its entirety by reference to the full text of the agreements, a copy of which has been filed hereto as Exhibit 10.1 and is incorporated herein by reference.
On March 16, 2022, the Company issued a press release announcing the appointment of Mr. Conley as the Company’s Vice President, Chief Financial Officer and Treasurer and of Mr. Helwig’s transition from his role as the Company’s interim Principal Financial Officer, interim Principal Accounting Officer and interim Treasurer to the Company’s business development group.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information (including Exhibits 10.1 and 99.1) being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Offer Letter between the Company and Mark Conley
99.1 Radius Health, Inc. Press Release dated March 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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RADIUS HEALTH, INC. |
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Date: March 16, 2022 |
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By: |
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/s/ G. Kelly Martin |
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Name: |
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G. Kelly Martin |
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Title: |
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Chief Executive Officer |
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