UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 25, 2022, Peter P. Pfreundschuh notified Frequency Therapeutics, Inc. (the “Company”) that he was stepping down as Chief Financial Officer of the Company, effective March 31, 2022. Mr. Pfreundschuh’s decision did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On March 31, 2022 (the “Separation Date”), Mr. Pfreundschuh and the Company entered into a Separation Agreement (the “Separation Agreement”) pursuant to which, provided that Mr. Pfreundschuh does not revoke the Separation Agreement within seven days of signing it and complies with the terms of the Separation Agreement, including his grant of a general release of claims in favor of the Company and its affiliates, the Company will (i) continue to pay Mr. Pfreundschuh’s base salary for a period of 12 months from the Separation Date (the “Severance Period”), (ii) should Mr. Pfreundschuh elect to continue receiving group medical and dental coverage through COBRA, continue to pay the portion of the premium for Mr. Pfreundschuh’s coverage that it would pay for active and similarly situated employees during the Severance Period, unless Mr. Pfreundschuh no longer eligible for COBRA coverage or becomes eligible for coverage by a subsequent employer, (iii) pay Mr. Pfreundschuh $189,000, which is equal to 100% of his 2022 bonus opportunity as of the Separation Date, and (iv) pay Mr. Pfreundschuh $20,000 for relocation expenses. The Separation Agreement also includes other customary provisions.
The foregoing description is qualified in its entirety by the Separation Agreement, 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.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Separation Agreement, dated as of March 31, 2022, by and between Frequency Therapeutics, Inc. and Peter P. Pfreundschuh | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| FREQUENCY THERAPEUTICS, INC. | ||||
| Date: March 31, 2022 | By: | /s/ David L. Lucchino | ||
| Name: David L. Lucchino | ||||
| Title: President and Chief Executive Officer | ||||