CDMO Avid Bioservices Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 23, 2024

 

 

AVID BIOSERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	001-32839	95-3698422
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

14191 Myford Road, Tustin, California 92780

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (714) 508-6100

 

__________________________________

(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.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
Common Stock, $0.001 par value per share	CDMO	The 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(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐   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. ☐

 

 

 

 

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

Amendment to Deferred Compensation Plan

 

On August 23, 2024, the Board of Directors (the “Board”) of Avid Bioservices, Inc. (the “Company”) approved and adopted an amendment (the “Second Amendment”) to the Avid Bioservices, Inc. Deferred Compensation Plan dated July 7, 2023, as amended (the “Plan”). The Second Amendment makes certain modifications to the Plan in order to clarify that all amounts distributable from the Company Stock Fund and all deferrals of Equity Awards must be distributed to the Participants in the form of Company Stock.

 

The foregoing description is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:

 

 

Exhibit Number		Description
10.1		Second Amendment to Avid Bioservices, Inc. Deferred Compensation Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

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.

 

	AVID BIOSERVICES, INC.
Date: August 29, 2024	By:	/s/ Daniel R. Hart
		Daniel R. Hart
		Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Second Amendment to Avid Bioservices, Inc. Deferred Compensation Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

 Second Amendment to the

Avid Bioservices, Inc. Deferred Compensation Plan

 

Effective as of July 7, 2023, Avid Bioservices, Inc., a Delaware corporation (the “Company”), established the Avid Bioservices, Inc. Deferred Compensation Plan (the “Plan”). The Plan was amended on one prior occasion. By adoption of this instrument, the Company now desires to amend the Plan to clarify that all deferrals related to Equity Awards (as defined in the Plan) must be settled in the form of Company Stock (as defined in the Plan).

 

1.                   This Amendment shall be effective as of August 23, 2024.

 

2.                   Section 6.2(d) of the Plan is hereby amended by adding the following new paragraph to the end thereof to read as follows:

 

(4) Notwithstanding any provision in this Plan or any Deferral Agreement to the contrary, all amounts distributable from the Company Stock Fund and all deferrals of Equity Awards must be distributed to the Participants in the form of Company Stock.

 

3.                   Section 7.3 of the Plan is hereby amended by adding the following new paragraph to the end thereof to read as follows:

 

(g) EQUITY AWARDS. Notwithstanding any provision in this Plan or any Deferral Agreement to the contrary, all amounts distributable from the Company Stock Fund and all deferrals of Equity Awards must be distributed to the Participants in the form of Company Stock.

 

4.                   This Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect. Notwithstanding the foregoing, this Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of this 23rd day of August, 2024.

 

Avid Bioservices, Inc.

 

By: /s/ Nicholas S. Green                     

 

Its: President & Chief Executive Officer

 

v3.24.2.u1

Cover	Aug. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 2024
Entity File Number	001-32839
Entity Registrant Name	AVID BIOSERVICES, INC.
Entity Central Index Key	0000704562
Entity Tax Identification Number	95-3698422
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	14191 Myford Road
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92780
City Area Code	(714)
Local Phone Number	508-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CDMO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---