Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On November 18, 2020, Jennifer Ziolkowski, Chief Financial Officer of Solid
Biosciences Inc. (the "Company"), notified the Company of her intent to resign
to pursue a new career opportunity. Ms. Ziolkowski is expected to continue in
her current role until January 29, 2021 (the "Transition Date"). The Company has
commenced a search for Ms. Ziolkowski's permanent successor.
On November 19, 2020, the Company entered into a consulting agreement (the
"Consulting Agreement") with Danforth Advisors, LLC ("Danforth"), pursuant to
which Danforth will provide finance, accounting and administrative functions,
including interim chief financial officer services to be provided by Stephen J.
DiPalma, to the Company. The Company will pay Danforth an agreed upon hourly
rate for such services and will reimburse Danforth for expenses. The Consulting
Agreement may be terminated by the Company or Danforth with cause, upon 30 days
written notice, and without cause, upon 60 days written notice. In addition, the
Company has also granted Danforth a warrant to purchase up to 30,000 shares of
the Company's common stock at an exercise price of $3.29 per share (the
"Warrant"). The shares underlying the Warrant vest on a monthly basis over six
months from the date of grant.
The Board of Directors of the Company has appointed Mr. DiPalma, Managing
Director of Danforth, as interim Chief Financial Officer, effective as of the
Transition Date. In connection with his appointment, Mr. DiPalma will serve as
the Company's principal financial officer and principal accounting officer.
Prior to the Transition Date, Mr. DiPalma will serve as a consultant to the
Company pursuant to the Consulting Agreement.
Mr. DiPalma, age 61, has served as a managing director at Danforth, a financial
consultancy firm specializing in working with life sciences companies, since
April 2014. Prior to and during his tenure at Danforth, Mr. DiPalma has served
as chief financial officer to a number of public and privately held companies.
Mr. DiPalma received a B.S. in finance and management information systems from
the University of Massachusetts-Lowell and an M.B.A. from Babson College.
Mr. DiPalma has no family relationships with any of the executive officers or
directors of the Company. There are no arrangements or understandings between
Mr. DiPalma and any other person pursuant to which he was elected as an officer
of the Company.
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