UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2022, the Board of Directors of IO Biotech, Inc. (the “Company”) appointed David V. Smith as a director of the Company, effective as of March 1, 2022. The Board also appointed Mr. Smith to serve on the Company’s Audit Committee. A copy of the press release announcing the appointment of Mr. Smith is attached as Exhibit 99.1 to this report.
There are no arrangements or understandings between Mr. Smith and any other person pursuant to which Mr. Smith was selected as a director. There are no transactions involving Mr. Smith that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with his appointment as a director of the Company, Mr. Smith will be eligible for compensation in accordance with the Company’s Non-Employee Directors’ Compensation Policy (the “Policy”). Under the Policy, Mr. Smith will receive an annual retainer of $40,000 for his service as a director and will receive an annual committee member fee of $7,500 for his service on the Audit Committee.
In addition, on March 1, 2022, Mr. Smith received a grant of 28,019 stock options. The stock options will vest monthly over three years, subject to Mr. Smith’s continuous service on each applicable vesting date. All stock options are to be settled in shares of the Company’s common stock. Like other eligible directors, Mr. Smith will be eligible to receive subsequent stock option awards if he is continuing his service on the Company’s board of directors following each annual meeting of stockholders. In accordance with the Policy, the value of such subsequent awards of stock option grants shall be $75,000 as of the grant date and will vest upon the one-year anniversary of the grant date, subject to Mr. Smith’s continuous service until such date. Notwithstanding the vesting schedules described above, if Mr. Smith remains in continuous service until a change of control of the Company, he will become fully vested in all of his then-outstanding equity awards.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IO BIOTECH, INC. | ||||||
| Date: March 3, 2022 | By: | /s/ Mai-Britt Zocca | ||||
| Name: | Mai-Britt Zocca, Ph.D. | |||||
| Title: | Chief Executive Officer | |||||