AMRN Amarin Corp PLC

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 25, 2024

Amarin Corporation plc

(Exact name of registrant as specified in its charter)

 

 

England and Wales		0-21392		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Iconic Offices, The Greenway, Block C Ardilaun Court, 112-114 St Stephens Green, Dublin 2, Ireland		Not applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: + 353 (0) 1 6699 020

Not Applicable

(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		Trading Symbol		Name of each exchange on which registered
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc		AMRN		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 

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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

As previously disclosed, on June 3, 2024, Amarin Corporation plc (the “Company”) announced that Aaron Berg was appointed to the role of President and Chief Executive Officer (and principal executive officer) of the Company, effective June 4, 2024 (the “CEO Start Date”). In addition, Mr. Berg was also appointed as a member of the Company’s board of directors (the “Board”), effective as of the CEO Start Date.

In connection with his appointment as President and Chief Executive Officer, Mr. Berg entered into an employment agreement with the Company, dated July 25, 2024 (the “CEO Employment Agreement”), which provides that, effective as of the CEO Start Date, Mr. Berg’s annual base salary will be $700,000 and he will have the potential to earn cash incentive compensation as determined in the sole discretion of the Board or the Remuneration Committee of the Board. In connection with his appointment, Mr. Berg will be granted a performance-based stock option to purchase 5,000,000 shares (the “Option Award”) pursuant to the Amarin Corporation plc 2020 Stock Incentive Plan, as amended (the “Plan”) and the form of Option Award agreement attached to the CEO Employment Agreement (the “Option Award Agreement”). The Option Award is earned based upon the achievement of share price hurdles ranging from $1.25 to $10.00 and the earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. For each share price hurdle to be achieved, the volume weighted average price of the shares over a 60 calendar-day period must equal or exceed the applicable share price hurdle. The Option Award will have an exercise price equal to the closing price of the Company’s American Depository Shares on the NASDAQ Capital Market on the date of grant, which is expected to be August 1, 2024. The Option Award is subject to acceleration and a clawback in certain circumstances in accordance with the terms of the Option Award Agreement. Pursuant to the CEO Employment Agreement, Mr. Berg has also agreed to purchase $100,000 worth of the Company’s shares using his personal funds.

The CEO Employment Agreement provides that, if Mr. Berg’s employment is terminated by the Company without cause or if Mr. Berg resigns for good reason, in either case outside of the Change in Control Period (as defined below), Mr. Berg will be eligible to receive the following severance benefits, subject to his execution and the effectiveness of a separation agreement, including, among other things, a general release of claims in favor of the Company (the “Separation Agreement”): (i) an amount equal to 18 months of his base salary, to be paid in equal installments over the course of 18 months following the date of termination, (ii) an amount equal to 0.975 times his base salary, to be paid in a lump sum, and (iii) subject to Mr. Berg’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premiums equal to the amount that the Company would have paid to provide health insurance to Mr. Berg had he remained employed until the earliest of (A) 18 months following termination, (B) Mr. Berg’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Berg’s COBRA health continuation period (the “COBRA Coverage”). The CEO Employment Agreement also provides that if Mr. Berg’s employment is terminated by the Company without cause or Mr. Berg resigns for good reason in either case within the 24-month period following a change in control (the “Change in Control Period”), Mr. Berg will be eligible to receive the following severance benefits, subject to his execution and the effectiveness of a Separation Agreement: (i) an amount equal to 3.3 times his base salary, to be paid in a lump sum, and (ii) the COBRA Coverage.

The foregoing descriptions of the CEO Employment Agreement and the Option Award are only summaries and are qualified in their entirety by reference to the CEO Employment Agreement and the Option Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		CEO Employment Agreement, dated July 25, 2024, by and between Amarin Corporation plc and Aaron Berg.
10.2		Option Award Agreement (attached to Exhibit 10.1).*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Certain confidential portions omitted via redaction from this Exhibit.

* * *

 

 

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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.

Date: July 29, 2024				Amarin Corporation plc
				By:		/s/ Jonathan Provoost
						Jonathan Provoost
						Executive Vice President, Chief Legal & Compliance Officer & Secretary

 

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Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made as of this 25 day of July, 2024 (the “Effective Date”), between Amarin Corporation plc, (the “Company”) and Aaron D. Berg (the “Executive”).

Payments and benefits to the Executive under this Agreement may be satisfied by a subsidiary or affiliate of the Company.

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company, on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

U.S headquarters, which are currently located in Bridgewater, New Jersey, but the Executive

understands that he will be required to travel frequently for business, including to the Company’s Irish headquarters, which are currently located in Dublin, Ireland, as well as to other locations in Europe and other parts of the world. Any change to the location of the Executive’s principal place of employment must be approved in advance by the Board. The Executive shall be reimbursed for all business travel, subject to the Company’s policies and procedures then in effect and established

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by the Company for its U.S. executives.

$700,000 per year. The Executive’s base salary shall be subject to periodic review by the Board or the Remuneration Committee of the Board (the “Remuneration Committee”). The Remuneration Committee may increase but not decrease the Executive’s Base Salary. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for its executive officers.

A under the Amarin Corporation plc 2020 Stock Incentive Plan (the “Plan” and, together with the award agreement, the “Equity Documents”) and with an exercise price per share equal to the closing price of a Share on the Nasdaq Global Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported) (the “Option”).

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§2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

prior to a Change of Control, the Executive’s continued non-performance; (v) a breach by the Executive of any of the material provisions of any agreement between the Executive and the Company, including, without limitation, any agreement relating to non-disclosure, non- competition or assignment of inventions; and (vi) a material violation by the Executive of the Company’s written policies or procedures provided that, other than in the case of noncurable events, the Executive shall be provided written notice and fifteen (15) days to cure.

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or duties;

across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all C-level and executive/senior management employees of the Company (for clarity, 5% or more diminution shall be deemed material);

The Company shall have 30 days (“Cure Period”) from delivery of the Executive’s notice of the existence of a Good Reason Condition to cure such breached Good Reason Condition. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

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(iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates employment for Good Reason as provided in Section 4(e), in each case outside of the Change of Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner reasonably satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities that shall not release the Executive’s rights under this Agreement or the Award Agreement, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):

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The amounts payable under this Section 6, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

The amounts payable under this Section 7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60- day period.

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pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A- 24(b) or (c).

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to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

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tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

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Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.

AMARIN CORPORATION PLC

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By: /s/ Odysseas Kostas Name: Odysseas Kostas

Its: Director

AARON D. BERG

 

 

/s/ Aaron Berg

Aaron D. Berg

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Exhibit 10.2

Exhibit A

 

AWARD AGREEMENT

 

 

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH . SUCH IDENTIFED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

 

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AMARIN CORPORATION plc 2020 STOCK INCENTIVE PLAN AWARD AGREEMENT

This AWARD AGREEMENT (the “Agreement”) is entered into and made effective between Amarin Corporation plc (the “Company”) and (the “Optionee”). The Company hereby grants to the Optionee a Non-Qualified Stock Option (the “Option”) to purchase the number of shares set forth below. Capitalized terms used and not defined herein shall have the meanings set forth in the Amarin Corporation plc 2020 Stock Incentive Plan, as amended (the “Plan”), which is incorporated by this reference in its entirety.

the Performance Period. The Performance Vesting Condition shall be deemed satisfied on the Performance Date for the applicable Share Price Hurdle

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Achievement. To the extent any portion of Option Shares has not satisfied the Performance Vesting Condition on or prior to the last day of the Performance Period, such portion shall expire and be of no further force or effect as 12:01 a.m. on the day following the end of the Performance Period. In no event may more than 100% of the Option Shares be deemed to have satisfied the Performance Vesting Condition.

OPTION TABLE

 

“Share Price Hurdle”		Number of Option Shares That Satisfy the Performance Vesting Condition
$1.25
$10.00

(ii) the termination of the Optionee’s Continuous Status as an Employee or Consultant by reason the Optionee’s death or permanent or total disability. For the avoidance of doubt, and notwithstanding anything else contained herein or in the Employment Agreement (as defined below) to the contrary, in the event of Optionee’s death or disability, the Option Shares for which the Performance Vesting Condition has been achieved shall automatically satisfy the Time Condition and become vested and exercisable by the Executive or his estate.

Agreement) and the Separation Agreement becoming irrevocable, all within

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60 days after the Date of Termination (as defined in the Employment Agreement) (or such shorter period as set forth in the Separation Agreement) (the “Separation Agreement Condition”), then the Performance Vesting Condition shall be deemed satisfied for all unvested Option Shares (i.e., all Share Price Hurdles shall be deemed achieved) as of immediately prior to the effective time of the Change of Control.

 

 

1 For example, in the event of a termination by the Company without Cause or by the Optionee for Good Reason, if the Performance Vesting Condition has been achieved for both the $ and the $2. Share Price Hurdles as of the Date of the Termination, an additional Option Shares (those attributable to the $ Share Price Hurdle) shall be deemed to satisfy the Performance Vesting Condition.

terms of this Agreement shall prevail), the provisions of the Plan shall prevail. A copy of the Plan is provided herewith.

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(i) all Incentive-Based Compensation (as defined in the Clawback Policy) received by the Optionee after the effective date of the Clawback Policy is subject to recovery pursuant to the Clawback Policy and (ii) the Optionee is not entitled to indemnification for any Erroneously Awarded Compensation (as defined in the Clawback Policy) or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Optionee hereby irrevocably agrees to forego such indemnification.

and to the extent that the Monetary Damages Amount exceeds the Net Proceeds Payment (the “Delta”), the Optionee shall be liable for the Net Proceeds Payment and the Delta. For the avoidance of doubt, in no event shall the Optionee be liable for monetary damages under this Section 9(c) greater than the Monetary Damages Amount.

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By accepting this Agreement, the Optionee agrees to all of the terms and conditions described herein and in the Plan (including any applicable local law addendum).

AMARIN CORPORATION plc OPTIONEE

By: /s/ Signature: Refer to Shareworks for acceptance.

Name: Tom Reilly Name:

Title: Exec. VP, CFO & Head of Global HR

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Exhibit B

 

NONDISCLOSURE, DEVELOPMENTS AND NONCOMPETITION AGREEMENT

 

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NONDISCLOSURE, DEVELOPMENTS AND NONCOMPETITION AGREEMENT

 

I, the undersigned Employee, enter into this Nondisclosure, Developments and Noncompetition Agreement (the "Agreement'')with Amarin Pharma Inc. (along 'with its parents, subsidiaries, affiliates, related entities and their respective predecessors, successors and assigns, the “Company'') as a condition of my employment with the Company and for other good and sufficient consideration. I hereby agree with the Company as follows:

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To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement ("Prior Inventions"). I have also listed on Exhibit A all patents and patent applications in which I am named as an inventor, other than those which have been assigned to the Company ("Other Patent Rights"). If no such disclosure is attached; I represent that there are no Prior Inventions or Other Patent Rights. If in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the Company a nonexclusive, royalty-free, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company's prior written consent

This Agreement does not obligate me to assign to the Company any Development which, in the sole judgment of the Company, reasonably exercised, is developed entirely on my own time and does not relate to the business efforts or research and development efforts in which, during the period of my employment with the Company, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company. However, I will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. I understand that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 5 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. I also hereby waive all claims to any moral rights or other special rights which l may have or accrue in any Company-Related Developments.

All files, letters, notes, memoranda, reports, records, data, charts, quotations and proposals, specification sheets, Educational Materials or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company's premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. ln the event of the termination of my employment with the Company for any reason, I will deliver to the Company all tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

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I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.

IN WITNESS WHEREOF, the undersigned has executed this agreement as a sealed instrument as of the date set forth below:

 

BY: Employee

 

Print Name:

 

Signed:

 

Date:

 

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EXHIBIT A

To: [Amarin Corporation plc)[Amarin Pharma Inc.]

From: /s/ Aaron Berg

Date: 11/5/12

Subject: Prior Inventions

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:

☒ No Inventions or improvements

☐ See Below:

 

☐ Additional sheets attached

The following is a list of all patents and patent applications in which I have been named as an inventor:

☒ None

☐ See Below:

 

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v3.24.2

Document and Entity Information	Jul. 25, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 25, 2024
Entity Registrant Name	AMARIN CORP PLCUK
Entity Incorporation State Country Code	X0
Entity File Number	0-21392
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Iconic Offices, The Greenway
Entity Address, Address Line Two	Block C Ardilaun Court
Entity Address, Address Line Three	112-114 St Stephens Green
Entity Address, City or Town	Dublin
Entity Address, Postal Zip Code	2
Entity Address, Country	IE
Country Region	353
City Area Code	1
Local Phone Number	6699 020
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc
Trading Symbol	AMRN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000897448
Amendment Flag	false

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