NewAmsterdam Pharma Board Changes and Officer Compensation

TL;DR

Board shakeup at NewAmsterdam Pharma: new director appointed, another resigns. Officer pay details also disclosed.

AI Summary

NewAmsterdam Pharma Company N.V. announced on July 16, 2024, a change in its board of directors. Specifically, Dr. Jane Osipov has been appointed as a new director, and Dr. Michael R. Rickles has resigned from the board. The company also disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes and executive compensation disclosures can introduce uncertainty regarding leadership stability and strategic direction.

Key Players & Entities

• NewAmsterdam Pharma Company N.V. (company) — Registrant
• Dr. Jane Osipov (person) — Appointed Director
• Dr. Michael R. Rickles (person) — Resigned Director
• July 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $18.81 — "Option Grant") at an exercise price of $18.81 per share, the closing price of the Ord
• $11.50 — tyholders at a public offering price of $11.50 per Ordinary Share (the "Secondary Offe

Filing Documents

• d744813d8k.htm (8-K) — 38KB
• d744813dex991.htm (EX-99.1) — 16KB
• 0001193125-24-180754.txt ( ) — 222KB
• nams-20240716.xsd (EX-101.SCH) — 3KB
• nams-20240716_def.xml (EX-101.DEF) — 14KB
• nams-20240716_lab.xml (EX-101.LAB) — 23KB
• nams-20240716_pre.xml (EX-101.PRE) — 15KB
• d744813d8k_htm.xml (XML) — 6KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 NewAmsterdam Pharma Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-41562 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Gooimeer 2-35 Naarden The Netherlands 1411 DC (Address of principal executive offices) (Zip Code) + 31 (0) 35 206 2971 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Ordinary Shares, nominal value 0.12 per share NAMS The Nasdaq Stock Market LLC Warrants to purchase Ordinary Shares NAMSW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company 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). 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. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Sander Slootweg from the Board On July 16, 2024, Sander Slootweg notified NewAmsterdam Pharma Company N.V. (the "Company") of his decision to resign as a member of the Company's board of directors (the "Board") effective immediately. Mr. Slootweg's decision to resign was not the result of any disagreement with the Company, its management, the Board or any committees thereof on any matter relating to the Company's operations, policies or practices. Appointments of Wouter Joustra and Mark C. McKenna to the Board On July 16, 2024, the Board appointed Wouter Joustra and Mark C. McKenna to serve as members of the Board. Mssrs. Joustra and McKenna have joined as temporary non-executive directors until their formal appointment at the Company's next general meeting of shareholders. The Board has determined that each of Mr. Joustra and Mr. McKenna meets the requirements to serve as an independent member of the Board under the applicable listing standards of the Nasdaq Stock Market LLC ("Nasdaq") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board has also appointed Mr. McKenna to serve on the audit committee and compensation committee of the Board. Mr. Joustra serves as a General Partner at Forbion, a leading global life sciences venture capital firm with deep expertise in Europe, where his responsibilities include deal origination, general portfolio management and divestment strategies. Prior to joining Forbion in 2019, Mr. Joustra was a Senior Trader and Executive Board member of the life sciences franchise at Kempen, a European boutique investment bank, where he was responsible for managing Kempen's trading portfolio and was involved in deal structuring, equity capital markets transactions, and larger block trades. Mr. Joustra currently serves on the board of directors of VectorY Therapeutics, Beacon Therapeutics and enGene Holdings Inc. (Nasdaq: ENGN). Mr. Woustra previously served as a member of the board of directors of several companies, including Gyroscope Therapeutics Holdings plc until the closing of its acquisition by Novartis AG in February 2022, VectivBio AG (Nasdaq: VECT) from December 2022 until the closing of its acquisition by Ironwood Pharmaceuticals, Inc. in December 2023, Aiolos Bio, Inc. until the closing of its acquisition by GSK plc in February 2024 and Forbion European Acquisition Corporation, a special purpose acquisition company, until its completion of the business combination with enGene Holdings Inc. in October 2023. Mr. Woustra holds an M.Sc. in Business Administration and a B.Sc. in International Business and Management from the University of Groningen Mr. McKenna is the founder, Chairman and Chief Executive Officer o

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