Rapid Micro Biosystems Inc.
03/27/2026 | Press release | Distributed by Public on 03/27/2026 14:34
Management Change/Compensation (Form 8-K)
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On March 23, 2026, Mr. John Wilson, Chief Operating Officer of Rapid Micro Biosystems, Inc. (the "Company"), notified the Company of his intention to depart from the Company, effective April 10, 2026, in order to spend more time with his family. Mr. Wilson's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
(c) In connection with Mr. Wilson's anticipated departure, Mr. Robert Spignesi, the Company's President and Chief Executive Officer, in addition to his current positions, will assume the role of the Company's principal operating officer, effective April 10, 2026. The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K related to Mr. Spignesi was previously disclosed in the Company's definitive proxy statement filed on April 8, 2025. No material plan, contract or arrangement, nor any material amendment thereto, was entered into with Mr. Spignesi in connection with the foregoing event.
(e) On March 26, 2026, the Company entered into a Consulting Services and Separation Agreement (the "Agreement") with Mr. Wilson. The Agreement provides for, among other things, a general release of claims in favor of the Company, certain separation benefits contained in the Employment Agreement, dated as of July 8, 2021, between the Company and Mr. Wilson, the material terms of which were summarized in the Company's definitive proxy statement filed on April 8, 2025; the engagement of Mr. Wilson to provide certain advisory and other services to the Company on an hourly basis as a consultant, at a rate of $200 per hour and not to exceed 20 hours per month, for a period of time ending no later than June 30, 2026; an extension of the post-termination exercise period during which Mr. Wilson may exercise his vested stock options through March 31, 2027; and limits on the volume of shares per week of the Company's Class A common stock underlying such vested stock options that Mr. Wilson can sell, pledge, transfer, assign or otherwise dispose of during the same period (subject to certain exceptions described in the Agreement). The Agreement also includes customary provisions regarding confidentiality, cooperation, non-disparagement, return of Company property and other obligations.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as an exhibit to this Current Report on Form 8-K.
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