UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
As previously disclosed in a Current Report on Form 8-K filed on July 11, 2023, on July 10, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of Aceragen, Inc. (the “Company,” “we,” “us,” “our,” and “Aceragen”) (i) determined that it is in the best interests of Aceragen and its stockholders and creditors to effect a transfer and assignment of substantially all of Aceragen’s assets to an assignee (the “Assignee”) for the benefit of creditors (the “Assignment”) and (ii) approved seeking stockholder approval to proceed with the Assignment pursuant to Delaware law (the “Assignment Proposal”). As previously disclosed, Aceragen expects to seek stockholder approval of the Assignment Proposal at a special meeting of stockholders (the “Special Meeting of Stockholders”) to be held as soon as reasonably practicable following the Effective Date.
On July 19, 2023, the Board approved, as retention and performance incentives for John Taylor, the Company’s Chief Executive Officer, relative to the Assignment and the Assignee’s liquidation of the Company’s assets (the “ABC Sales Process”), (a) that, effective as of June 1, 2023, Mr. Taylor is no longer subject to deferring any the portion of his base salary in excess of $200,000, such deferral having been previously approved by the Board among other cost-cutting measures, and (b) the grant to Mr. Taylor of a $100,000 success fee (the “Success Grant”) . The Success Grant is contingent upon (i) Mr. Taylor’s continued employment with the Company through both the date of the Special Meeting and the Assignment and (ii) Mr. Taylor’s provision of consulting services reasonably requested by the Assignee in connection with the ABC Sales Process. Upon the successful completion of the ABC Sales Process, the Success Grant will be added to the other claims that Mr. Taylor holds as a creditor of the Company.
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.
ACERAGEN, INC. |
By: | /s/ John Taylor | |
John Taylor | ||
Chief Executive Officer and Chief Financial Officer |
Dated: July 21, 2023