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ACUCELA INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
[September 19, 2014]

ACUCELA INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in our Current Report on Form 8-K, filed on September 9, 2014 (the "Prior 8-K"), David L. Lowrance, the Chief Financial Officer, Treasurer and Secretary, of Acucela Inc. (the "Company"), notified the Company that he would be leaving the Company effective September 19, 2014 and resigned from his position as Chief Financial Officer, effective September 4, 2014.



Pursuant to the Terms and Separation and Consultancy (the "Separation Agreement"), Mr. Lowrance agreed to provide consulting services to facilitate an orderly transition.

Also pursuant to the Separation Agreement, Mr. Lowrance will receive a monthly retainer of $10,000, beginning September 20, 2014 and ending on June 20, 2014, for the provision of corporate, financial and accounting consultation as directed by the Company on a transition basis. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the terms of the full text of the Separation Agreement, dated September 17, 2014, which is filed as Exhibit 10.01 to this Current Report on Form 8-K and is incorporated by reference herein.


As previously reported on the Prior 8-K, the Company announced that Brian O'Callaghan was appointed to the positions of Chief Operating Officer and interim Chief Financial Officer of the Company and will be taking over the position of President from Ryo Kubota, M.D., Ph.D. effective September 8, 2014.

previously held the positions of Chairman, President and Chief Executive Officer of the Company. In connection with Mr. O'Callaghan's employment, Dr. Kubota's Employment Agreement was amended to provide that Dr. Kubota no longer holds the position of President of the Company and his annual base salary was increased to $515,500 starting on January 1, 2015. The foregoing is qualified in its entirety by reference to the terms of the related Seventh Amendment to Employment Agreement, dated September 16, 2014, which is filed as Exhibit 10.02 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Description Terms of Separation and Consultancy, dated September 17, 2014, 10.01 between Acucela Inc. and David L. Lowrance Seventh Amendment to Employment Agreement, dated September 16, 10.02 2014, between Acucela Inc. and Ryo Kubota --------------------------------------------------------------------------------

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