Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2019, the Board of Directors (the "Board") of Plus Therapeutics,
Inc. (the "Company") appointed An van Es-Johansson, M.D. to the Board, effective
as of January 1, 2020. Dr. van Es-Johansson was appointed to the Board upon the
recommendation of the Governance and Nominating Committee of the Board, and
pursuant to the bylaws of the Company. Dr. van Es-Johansson is expected to serve
on the Compensation Committee and Governance and Nominating Committee of the
Board.
Dr. van Es-Johansson will receive an annual retainer of $40,000 for her service
on the Board, and an additional $5,000 for each committee on which she serves.
In connection with her appointment to the Board, Dr. van Es-Johansson will also
receive an initial grant of options to purchase up to 6,000 shares of common
stock of the Company, which will have an exercise price per share equal to the
fair market value of the common stock on the date of grant and which are
expected to vest and become exercisable in monthly installments over the next
two years, subject to a one-year cliff. Dr. van Es-Johansson will be eligible
for ongoing compensation for her service on the Board and any committees thereof
on which she serves in accordance with the Company's standard non-employee
director compensation program.
The Company will enter into an indemnification agreement with Dr. van
Es-Johansson. There are no arrangements or understandings between Dr. van
Es-Johansson and any other persons pursuant to which she was selected as a
director, and there are no transactions in which the Company is a party and in
which Dr. van Es-Johansson has a material interest subject to disclosure under
Item 404(a) of Regulation S-K. The Board has determined that Dr. van
Es-Johansson meets the applicable independence requirements of The Nasdaq Stock
Market LLC.
Item 8.01 Other Events
On January 2, 2020, the Company issued a press release announcing Dr. van
Es-Johansson's appointment to the Board. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K:
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 2, 2020 .
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