Zentalis Pharmaceuticals Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Zentalis Pharmaceuticals (Nasdaq: ZNTL) announced equity awards granted by its Compensation Committee on December 2, 2024. The grants include non-qualified stock options for: 3,028,800 shares to Julie Eastland (new CEO and President), 712,650 shares to Dr. Ingmar Bruns (new Chief Medical Officer), and 753,660 shares to five new employees. The options, granted under the 2022 Inducement Plan, have an exercise price of $3.66 per share. Eastland's options vest monthly over four years, while other employees' options vest 25% after one year and the remaining 75% monthly over three years, subject to continued service.

Positive

• Successful recruitment of new CEO and CMO positions filled
• Expansion of workforce with five new employees

Negative

• Significant potential dilution from 4.5 million new stock options granted

Insights

Financial Analyst

The inducement grants, while a standard practice for new executive hires, represent a significant equity commitment at $3.66 per share. The total grant of approximately 4.5 million options equates to roughly 6% of the company's market cap, indicating substantial dilution potential. The structured four-year vesting schedule aligns with industry standards but notably differs between the CEO and other employees, with the CEO receiving monthly vesting from the start. This could be interpreted as a more favorable term for the incoming leadership.

The timing and size of these grants, particularly to the new CEO Julie Eastland, suggests a strategic restructuring phase. For a company with a relatively small market cap of $270M, these equity commitments represent a significant bet on new leadership to drive value creation. The exercise price at market close indicates confidence in current valuation levels, though the company's stock has seen significant decline from historical highs.

SAN DIEGO, Dec. 02, 2024 (GLOBE NEWSWIRE) -- Zentalis^® Pharmaceuticals, Inc. (Nasdaq: ZNTL), a clinical-stage biopharmaceutical company discovering and developing clinically differentiated small molecule therapeutics targeting fundamental biological pathways of cancers, today announced that on December 2, 2024, the Compensation Committee of Zentalis’ Board of Directors granted the following equity awards: non-qualified stock options to purchase an aggregate of 3,028,800 shares of the Company’s common stock to Julie Eastland, who joined the Company as Chief Executive Officer and President, non-qualified stock options to purchase an aggregate of 712,650 shares of the Company’s common stock to Dr. Ingmar Bruns, who joined the Company as Chief Medical Officer, and non-qualified stock options to purchase an aggregate of 753,660 shares of the Company’s common stock to five newly hired employees. The stock options were granted under the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan (2022 Inducement Plan) as an inducement material to each such individual’s entering into employment with Zentalis in accordance with Nasdaq Listing Rule 5635(c)(4).

The 2022 Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of Zentalis, or following a bona fide period of non-employment, as an inducement material to each such individual’s entering into employment with Zentalis, pursuant to Nasdaq Listing Rule 5635(c)(4).

The stock options have an exercise price of $3.66 per share, which is equal to the closing price of Zentalis’ common stock on The Nasdaq Global Market on the date of grant. The stock options granted to Ms. Eastland have a 10-year term and will vest over four years in equal monthly installments until the stock options are fully vested. The stock options granted to the other newly hired employees have a 10-year term and will vest over four years, with 25% of the options vesting on the first anniversary of the vesting commencement date and the remaining 75% of the options vesting in equal monthly installments over the three years thereafter.

Vesting of the stock options is subject to the employee’s continued service to Zentalis on each vesting date.

About Zentalis Pharmaceuticals

Zentalis^® Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company discovering and developing clinically differentiated small molecule therapeutics targeting fundamental biological pathways of cancers. The Company’s lead product candidate, azenosertib (ZN-c3), is a potentially first-in-class and best-in-class WEE1 inhibitor for advanced solid tumors. Azenosertib is being evaluated as a monotherapy and in combination across multiple clinical trials and has broad franchise potential. In clinical trials, azenosertib has been well tolerated and has demonstrated anti-tumor activity as a single agent across multiple tumor types and in combination with several chemotherapy backbones. As part of its azenosertib clinical development program, the Company is exploring enrichment strategies targeting tumors of high genomic instability, such as Cyclin E1 positive tumors, homologous recombination deficient tumors and tumors with oncogenic driver mutations. The Company is also leveraging its extensive experience and capabilities across cancer biology and medicinal chemistry to advance its research on protein degraders. Zentalis has operations in San Diego.

For more information, please visit www.zentalis.com. Follow Zentalis on Twitter at @ZentalisP and on LinkedIn at www.linkedin.com/company/zentalis-pharmaceuticals.

ZENTALIS^® and its associated logo are trademarks of Zentalis and/or its affiliates. All website addresses and other links in this press release are for information only and are not intended to be an active link or to incorporate any website or other information into this press release.

Contacts:

Elizabeth Hickin

Vice President, Investor Relations

ehickin@zentalis.com

FAQ

What is the exercise price of Zentalis (ZNTL) stock options granted on December 2, 2024?

The stock options were granted with an exercise price of $3.66 per share, equal to ZNTL's closing price on The Nasdaq Global Market on the date of grant.

How many stock options did Zentalis (ZNTL) grant to its new CEO Julie Eastland?

Julie Eastland, the new CEO and President of Zentalis, was granted non-qualified stock options to purchase 3,028,800 shares of the company's common stock.

What is the vesting schedule for Zentalis (ZNTL) stock options granted to new employees?

The stock options vest over four years, with 25% vesting after the first year and the remaining 75% vesting in equal monthly installments over the following three years.