false 0001796129 0001796129 2022-08-31 2022-08-31





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2022



Vincerx Pharma, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39244   83-3197402
(State or Other Jurisdiction
of Incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


260 Sheridan Avenue, Suite 400

Palo Alto, California

(Address of principal executive offices)   (Zip Code)

(650) 800-6676

(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:


Written communications 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-commencement 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




Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   VINC   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).

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.




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)             On August 25, 2022, pursuant to its authority to make equity awards from time to time under the 2020 Stock Incentive Plan of Vincerx Pharma, Inc. (the “Company”), the Compensation Committee of the Company’s Board of Directors approved the grant of non-statutory stock options (“Options”) to all Company employees, including the Company’s executive officers. The Options are to be granted in three tranches, with the first tranche granted on August 25, 2022 and the second and third tranches to be granted on November 15, 2022 and February 15, 2023, respectively, subject to the satisfaction of certain conditions including that the employee must still be employed as of the grant date of each tranche. The Options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant, and each Option will vest with respect to 1/24th of the shares subject to the Option on each monthly anniversary of the date of grant, subject to continued employment on each vesting date. Options approved for grant to the Company’s executive officers consist of the following:



   Title   Tranche#1
   Tranche #2
   Tranche #3
  Shares    Date of
   Shares    Date of
   Shares    Date of

Dr. Ahmed M. Hamdy

   Chief Executive Officer
(Principal Executive
  60,000    8/25/22    60,000    11/15/22    90,000    2/15/23

Dr. Raquel E. Izumi

   President & Chief
Operations Officer
  60,000    8/25/22    60,000    11/15/22    90,000    2/15/23

Alexander A. Seelenberger

   Chief Financial Officer
(Principal Financial
  58,000    8/25/22    56,000    11/15/22    86,000    2/15/23

Tom C. Thomas

   General Counsel &
Chief Legal Officer
  58,000    8/25/22    56,000    11/15/22    86,000    2/15/23


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.

Dated: August 31, 2022



/s/ Raquel E. Izumi

  Raquel E. Izumi
  President and Chief Operations Officer