Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 11, 2019



(Exact Name of Issuer as Specified in Charter)


Delaware 000-21429 04-3221586
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

One Wall Street

Burlington, MA

  (Address of principal executive offices)  
  (Zip Code)  
  (781) 994-0300  
  (Registrant's telephone number, including area code)  



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 (see General Instruction A.2. below):


¨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 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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.


On April 11, 2019, ArQule, Inc. (the “Company”) entered into a letter agreement with Marc Schegerin, M.D., who was appointed the Company’s Chief Financial Officer, effective March 29, 2019. The letter agreement provides that if the Company terminates (or is deemed to terminate) Dr. Schegerin’s employment with the Company without cause (as defined in the letter agreement) within one year following a change of control (as defined in the letter agreement) of the Company, Dr. Schegerin shall be entitled to the following benefits:


·a lump sum payment equal to twelve months’ base salary as of the date of termination, plus the average of the annual performance bonuses that he received in the preceding two years; and


·any then unvested stock options will become immediately exercisable without regard to the original vesting schedule and any shares of restricted stock previously granted shall immediately be free and clear of any restrictions.


The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.







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.




April 15, 2019 /s/ Peter S. Lawrence
  Peter S. Lawrence
  President and Chief Operating Officer