Item 1.01 Entry into a Material Definitive Agreement.
On January 5, 2023, TFF Pharmaceuticals, Inc., or the Company, entered into an
Executive Employment Agreement with Zamaneh Mikhak, M.D. A summary of the
agreement is provided in Item 5.02 below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 5, 2023, the Company appointed Zamaneh Mikhak, M.D. to serve as chief
medical officer of the Company. Pursuant to an Executive Employment Agreement of
the same date, the Company has agreed to pay Dr. Mikhak an annual salary of
$430,000, plus a performance-based bonus of up to 40% of Dr. Mikhak's
then-current salary based on performance metrics to be determined by the Board.
Dr. Mikhak is eligible to participate in all medical and other benefit plans
offered to the senior executive officers of the Company.
In connection the appointment of Dr. Mikhak, the Company granted Dr. Mikhak
options to purchase up to 430,000 shares of the Company's common stock over a
ten-year period at an exercise price of $0.97 per share. The options shall vest
during the period of Dr. Mikhak's service as chief medical officer of the
Company as follows: options to purchase 107,500 shares of common stock shall
vest and be immediately exercisable upon the one-year anniversary of the date of
grant and options to purchase the balance vesting in equal installments over the
next 12 quarters. The exercise of all options is also contingent on the
Company's filing of an amendment to its certificate of incorporation for
purposes of increasing its authorized common stock.
In the event Dr. Mikhak's employment with the Company is terminated by the
Company without cause, or Dr. Mikhak's resigns for good reason, as such terms
are defined in the Executive Employment Agreement, the Company shall pay Dr.
Mikhak, in addition to all other amounts then due and payable, twelve (12)
additional monthly installments of her base salary and a prorated portion of her
annual bonus for such year, less statutory deductions and withholdings and
accelerate the vesting of a prorated portion of her options through the month
end, if the separation occurs within the first 12 months of her employment, or
through the quarter end, if the separation occurs after the first 12 months of
her employment.
The Executive Employment Agreement includes such other terms and conditions as
are customary and reasonable for agreements of such nature, including standard
provisions concerning noncompetition, nondisclosure, intellectual property
assignment and indemnification.
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Dr. Mikhak is a physician-scientist Board Certified in Allergy and Immunology
with over 23 years of clinical experience and 18 years of basic and
translational research experience. Her industry experience spans across big
pharma and small biotech, including biologics and small molecules in rare and
common diseases in multiple therapeutic areas.
Dr. Mikhak most recently served as Senior Vice President, Head of Clinical
Development for Cogent Biosciences, where she oversaw the clinical development
function across the company's major clinical programs. Prior to Cogent, she
served as Vice President, Clinical Development at Boston Pharmaceuticals where
she led the strategy and clinical development of Avizakimab and executed a
global Phase 2 study in systemic lupus erythematosus during the pandemic.
Previously, as Senior Director at Kiniksa Pharmaceuticals, Dr. Mikhak advanced
Vixarelimab from the preclinical stage into Phase 2 studies in seven indications
in approximately two years and generated data towards a successful IPO. Prior to
joining Kiniksa, she served as Translation Medicine Lead for early-stage
programs across the portfolio at Sanofi Genzyme and led a program in food
allergy.
Prior to her industry experience, Dr. Mikhak spent over 20 years in clinical
practice. From 2006-2014, she practiced medicine at Massachusetts General
Hospital, where she provided care to patients with a variety of atopic and
immunologic diseases. During her tenure with Boston Children's Hospital, she
established the Healthy Link Asthma Education Program that identified and
treated approximately 300 patients with high-risk asthma. Dr. Mikhak was an
Assistant Professor at Harvard Medical School and conducted basic and
translational research as an NIH funded Principal Investigator. She is the lead
author on numerous high-profile scientific publications.
Dr. Mikhak is Board Certified in Allergy and Immunology. She completed her
Fellowship in Allergy and Immunology at Boston Children's Hospital and completed
her Residency in Pediatrics at Children's National Medical Center in Washington,
D.C. She received her M.D. from the University of Pennsylvania School of
Medicine and her B.A. in Biology with distinction in Cell Biology from Boston
University.
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