BIOCRYST PHARMACEUTICALS INC
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
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Jun 30, 2024 · Filed Aug 6, 2024
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Item 5. Other Information
Ratification of Certain Matters
On June 7, 2022 and on June 13, 2023, the Company issued certain Excess RSU Grants (as defined below) to each member of the Company’s Board of Directors serving as a non-employee director on such date due to a miscalculation in applying the BioCryst Pharmaceuticals, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”). As a result, the Excess RSU Grants were not approved in accordance with Sections 152, 153 and 157 (the “Applicable Sections”) of the Delaware General Corporation Law (“DGCL”). Shares of common stock were subsequently issued upon the settlement of the Excess RSU Grants that may not have been approved in accordance with the Applicable Sections of the DGCL. Upon discovery of the miscalculation, the Board of Directors adopted resolutions (the
“Resolutions”) on June 10, 2024 pursuant to Section 204 of the DGCL approving the ratification (the “Ratification”) of (i) the grant of 3,830 restricted stock units to each of the Company’s 11 non-employee directors on June 7, 2022 and 4,826 restricted stock units to each of the Company’s 10 non-employee directors on June 13, 2023, in each case, on the form of award agreement filed as Exhibit 10.4 to the Company’s Form 10-Q filed August 5, 2022 (the “Excess RSU Grants”) and (ii) the issuance of 38,300 shares of common stock on June 8, 2023 and 4,826 shares of common stock on January 2, 2024 upon the settlement of the Excess RSU Grants, which constituted defective corporate acts under Section 204 of the DGCL. In addition, the Board of Directors approved an amendment to the Director Compensation Policy to reduce the number of restricted stock units granted to the non-employee directors in 2024 by the aggregate amount of the Excess RSU Grants.
The public filing of this document with the Securities and Exchange Commission constitutes the notice required to be given under Section 204 of the DGCL in connection with the Ratification. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization specified in the Resolutions or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions must be brought within 120 days from the giving of this notice (which is deemed to be given on the date that this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission).
Director and Officer Trading Arrangements
During the three months ended June 30, 2024, the directors and officers of the Company adopted, modified orterminated the “Rule 10b5-1 trading arrangements” (as such term is defined in Item 408(a) of Regulation S-K) set forth in the table below.
| Name (Title) | Action | Date of Action | Duration of Trading Arrangement | Aggregate Number of Securities |
|---|---|---|---|---|
| Jon P. Stonehouse,President and Chief Executive Officer | Modification | May 13, 2024 | Until December 31, 2024, or such earlier date upon which all transactions are completed or the plan is terminated | (1) |
| Modification | May 29, 2024 | Until May 22, 2026, or such earlier date upon which all transactions are completed or the plan is terminated | (2) | |
| Alane P. Barnes,Chief Legal Officer and Secretary | Modification | May 15, 2024 | Until December 29, 2025, or such earlier date upon which all transactions are completed or the plan is terminated | (3) |
| Nancy J. Hutson, Ph.D.,Director, Chair of the Board | Adoption | June 18, 2024 | Until December 31, 2024, or such earlier date upon which all transactions are completed or the plan is terminated | (4) |
| (1) This trading plan was originally adopted on November 28, 2022 (the “2022 Stonehouse Plan”) and provided for the sale of up to 199,345 shares of common stock underlying stock options through December 6, 2024. The 2022 Stonehouse Plan was amended on May 13, 2024 (as amended, the “5/13/2024 Stonehouse Plan”) to cancel all open orders under the 2022 Stonehouse Plan and to provide for the sale of up to 115,345 shares of common stock underlying stock options expiring in 2025. | ||||
| (2) The 5/13/2024 Stonehouse Plan was further amended on May 29, 2024 (the “5/29/2024 Stonehouse Plan”). The 5/29/2024 Stonehouse Plan provides for the sale of up to 584,290 shares of common stock underlying stock options expiring in 2025 and 2026 (inclusive of the 115,345 stock options included in the 5/13/2024 Stonehouse Plan). | ||||
| (3) This trading plan was originally adopted on December 1, 2022 (the “2022 Barnes Plan”) and provided for the sale of up to (i) 24,710 shares of common stock and (ii) 137,897 shares of common stock underlying stock options through December 29, 2025. The 2022 Barnes Plan was amended on May 15, 2024 to cancel all open orders under the 2022 Barnes Plan and to provide for the sale of up to 119,897 shares of common stock underlying stock options expiring in 2024 and 2025. | ||||
| (4) This trading plan provides for the sale of 7,000 shares of common stock for the sole purpose of generating sufficient proceeds to cover the tax liability incurred in connection with the vesting of 16,745 restricted stock units on June 13, 2024. | ||||
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