Cassava Sciences amends 8-K, Officer Changes

TL;DR

Cassava Sciences' CMO is out, new interim CMO in, effective Sept 6. Check their pay too.

AI Summary

Cassava Sciences, Inc. filed an amendment (8-K/A) on October 1, 2024, to its report originally dated September 6, 2024. This amendment primarily concerns the departure of Dr. Eric D. Newman as Chief Medical Officer and the appointment of Dr. James M. Johnson as interim Chief Medical Officer, effective September 6, 2024. The filing also includes updates on compensatory arrangements for certain officers.

Why It Matters

This filing details significant changes in key leadership positions within Cassava Sciences, including the departure of its Chief Medical Officer, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in key executive positions, especially the Chief Medical Officer, can indicate internal challenges or strategic shifts, warranting closer scrutiny.

Key Players & Entities

• Cassava Sciences, Inc. (company) — Registrant
• Dr. Eric D. Newman (person) — Departing Chief Medical Officer
• Dr. James M. Johnson (person) — Appointed interim Chief Medical Officer
• September 6, 2024 (date) — Effective date of officer changes
• October 1, 2024 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value SAVA Nasdaq Capital Market
• $675,000 — r things, (i) an initial base salary to $675,000, retroactive to July 15, 2024, (ii) an
• $27.42 — s were issued with an exercise price of $27.42 per common share, which represents the

Filing Documents

• sava20240930_8ka.htm (8-K/A) — 29KB
• ex_728679.htm (EX-10.1) — 55KB
• 0001437749-24-030345.txt ( ) — 235KB
• sava-20240906.xsd (EX-101.SCH) — 3KB
• sava-20240906_def.xml (EX-101.DEF) — 12KB
• sava-20240906_lab.xml (EX-101.LAB) — 16KB
• sava-20240906_pre.xml (EX-101.PRE) — 12KB
• sava20240930_8ka_htm.xml (XML) — 3KB

From the Filing

sava20240930_8ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2024 Cassava Sciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41905 91-1911336 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 6801 N Capital of Texas Highway , Building 1; Suite 300 Austin , Texas 78731 (Address of principal executive offices, including zip code) ( 512 ) 501-2444 (Registrant ' s telephone number, including area code) (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock , $0.001 par value SAVA Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note This Amendment No. 1 to Current Report on Form 8-K (this "Amendment") amends the Current Report on Form 8-K filed by Cassava Sciences, Inc. ("Cassava" or the "Company") on September 9, 2024 (the "Original Form 8-K"), which disclosed, among other things, the appointment of Richard (Rick) Barry as the Company's Chief Executive Officer ("CEO"), effective September 6, 2024 (the "Transition Date"). At the time of the filing of the Original Form 8-K, the Compensation Committee of the Company's Board of Directors (the "Board") had not yet determined the terms of Mr. Barry's compensation in connection with his appointment as the Company's CEO. The Company is filing this Amendment to disclose the terms of Mr. Barry's compensation for his service as the Company's CEO. No other changes have been made to the Original Form 8-K. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 30, 2024, the Board approved an executive employment agreement, dated as of and subsequently executed on October 1, 2024, between the Company and Mr. Barry (the "Employment Agreement") that provides for, among other things, (i) an initial base salary to $675,000, retroactive to July 15, 2024, (ii) an annual bonus at target of 60% of base salary, prorated for partial years of service, (iii) the grant of a stock option award to purchase 600,000 shares of the Company's common stock (the "Options") and (iv) other customary covenants, terms and conditions during the Employment Agreement's term. The Options were issued with an exercise price of $27.42 per common share, which represents the closing price of the Company's common stock on the date of grant of the Options, pursuant to the 2018 Omnibus Equity Incentive Plan with cliff vesting in four equal annual installments (25% each year) beginning on July 15, 2025 and 25% each full year thereafter, subject to Mr. Barry's continued employment with the Company. Pursuant to the Employment Agreement, if Mr. Barry is terminated without cause or resigns for good reason, he will be entitled to (i) continued payment of his base salary as then in effect through the effective date of his termination from employment, (ii) continued payment of his base salary as then in effect for a period of twelve (12) months following the date of termination and (iii) continued employment benefits through the Company's medical plan, with premiums paid by the Company, until the earlier of twelve (12) months after termination or the time that he becomes covered under another employer-sponsored medical plan. In the event that Mr. Barry is terminated in connection with a "Change in Control" (as defined in the Employment Agreement), he will be entitled to benefits as if he had been

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