Item 2.05. Costs associated with Exit or Disposal Activities
On May 31, 2023, Frequency Therapeutics, Inc. (the "Company") announced a
reduction in force (the "Reduction") of approximately 55% of its workforce. The
purpose of the Reduction, which was approved by the Board of Directors (the
"Board") of the Company on May 31, 2023, is to better align the Company's
workforce with the changing needs of its business.
The Reduction will be completed by June 9, 2023. The total costs related to the
Reduction are estimated to be approximately $1.16 million in future cash outlays
primarily related to severance costs and related expenses.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 1, 2023, the Company and Richard Mitrano, Vice President of Finance and
Operations and the Company's principal financial officer, entered into an
amendment (the "Amendment") to a letter agreement between the Company and
Mr. Mitrano regarding certain of his employment terms, dated October 10, 2019
(the "Employment Agreement"). The Amendment extends the severance period during
which Mr. Mitrano will receive continued payment of his base salary in the event
that his employment is terminated by the Company without cause or by him for
good reason (a "qualifying termination") from six (6) months to nine (9) months.
The Amendment also extends the severance period in the event of a qualifying
termination during the twelve (12)-month period following a change in control
from nine (9) months to twelve (12) months. Under the Employment Agreement and
the Amendment, the Company will also pay the employer-portion of premiums for
Mr. Mitrano's group health plan continuation coverage under the Consolidated
Omnibus Budget Reconciliation Act ("COBRA") during the applicable severance
period, subject to Mr. Mitrano's election of COBRA health continuation coverage,
until he becomes eligible for group health plan coverage through other
employment or the earlier termination of his COBRA continuation coverage period.
The foregoing description is qualified in its entirety by the Amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
Exhibit
No. Description
10.1 Amendment to Letter Agreement by and between Frequency Therapeutics,
Inc. and Richard Mitrano, dated June 1, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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