ARCA biopharma, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation of Michael Bristow, M.D., President, Chief Executive Officer and Director


ARCA biopharma, Inc. ("ARCA" or the "Company") and Dr. Michael Bristow, President, Chief Executive Officer and a member of the board of directors (the "Board") of ARCA have mutually agreed to conclude Dr. Bristow's employment and service as a director, effective April 3, 2024. Dr. Bristow's departure is not the result of any disagreement with ARCA's management or the Board on any matter relating to its operations, policies or practices.


In connection with Dr. Bristow's separation, ARCA and Dr. Bristow entered into a separation agreement (the "Separation Agreement") on April 3, 2024. Pursuant to the terms of the Separation Agreement, ARCA will provide to Dr. Bristow a lump sum payment equal to (i) twelve (12) months of Dr. Bristow's base salary as of the last date of his employment and (ii) a cash payment of $25,000, less applicable withholdings. The severance benefits are conditioned on the execution and non-revocation by Dr. Bristow of a legal release of claims. 


The foregoing description of the material terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.


ARCA and Dr. Bristow will also enter into a consulting agreement, effective April 3, 2024 (the "Consulting Agreement"), pursuant to which Dr. Bristow will provide certain consulting services provided for in the Consulting Agreement to ARCA until the earlier of (i) the completion of services under the Consulting Agreement, (ii) a termination in accordance with the terms of the Consulting Agreement, and (iii) upon a Change of Control (as defined in ARCA's 2020 Equity Incentive Plan (the "Plan")). Pursuant to the Consulting Agreement, Dr. Bristow provision of services under the Consulting Agreement will be Continuous Service (as defined in the Plan) and, as a result, his equity awards under the Plan shall continue to vest during the term of the Consulting Agreement. 


The foregoing description of the material terms of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which ARCA expects to file as an exhibit to a subsequent periodic report to be filed with the U.S. Securities and Exchange Commission.


Appointment of President 


Effective as of April 3, 2024, the Board appointed Thomas A. Keuer, the Company's Chief Operating Officer, to serve as ARCA's President and principal executive officer. Mr. Keuer has been with ARCA since 2006, and as its Chief Operating Officer for the last nine years, a position he will continue to serve in. Mr. Keuer will not receive any additional compensation in connection with his appointment as President and principal executive officer. Mr. Keuer's position will end upon closing of the merger transaction with Oruka Therapeutics, Inc. as previously disclosed on a Current Report on Form 8-K filed with the SEC on April 3, 2024. 


Biographical information for Mr. Keuer can be found in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 1, 2024, and is incorporated herein by reference. 


Mr. Keuer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Keuer or any other person pursuant to which Mr. Keuer was selected as an officer. There are no family relationships between Mr. Keuer and any of ARCA's directors or executive officers.