Executive severance escrowed at Precision BioSciences (NASDAQ: DTIL)

Rhea-AI Filing Summary

Precision BioSciences, Inc. updated employment agreements for its key Section 16 officers, including the CEO, CFO, General Counsel, and Chief Research Officer, to support executive retention.

The amended agreements align terms with each executive’s current base salary and target bonus, change cash severance to lump-sum payments, and add protections for terminations without cause in connection with a defined change in control or restructuring event. They also provide for additional expense coverage.

To secure these obligations, the company established escrow arrangements with JPMorgan Chase Bank, N.A., funding severance and expense amounts in dedicated accounts. Interest on the escrowed funds and any unused balances revert to Precision BioSciences.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

What executive changes did Precision BioSciences (DTIL) disclose in this 8-K?

Precision BioSciences disclosed amended and restated employment agreements for its CEO, CFO, General Counsel, and Chief Research Officer. The updates focus on retention, revised severance terms, and added protections around terminations tied to change in control or restructuring events.

Which Precision BioSciences (DTIL) executives are covered by the new agreements?

The agreements cover Michael Amoroso (President and CEO), Alex Kelly (CFO), Dario Scimeca (General Counsel and Secretary), and Jeff Smith (Chief Research Officer). Each executive’s contract was amended and restated with updated pay, severance, and related protections.

How did Precision BioSciences (DTIL) change severance for its executives?

The company shifted existing cash severance obligations to be paid in a lump sum rather than over time. The amended agreements also define severance treatments for terminations without cause linked to specified change in control or restructuring events.

What is the purpose of the escrow accounts in Precision BioSciences’ executive contracts?

Precision BioSciences agreed to fund executive severance and certain expenses into escrow accounts at JPMorgan Chase Bank, N.A. These accounts secure payment obligations, while interest earned and any unused funds ultimately accrue back to the company.

How do the new Precision BioSciences (DTIL) agreements address change in control or restructuring?

The agreements add specific provisions for terminations without cause in connection with a defined “change in control” or “restructuring event.” These terms govern when executives may receive lump-sum severance and related protections if such events occur.

Do the updated Precision BioSciences (DTIL) employment agreements change executive compensation levels?

The amended agreements are described as substantively similar to prior contracts but updated to match each executive’s current annual base salary and target bonus. They mainly refine how severance is paid and secured, rather than introducing new compensation structures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 09/02/2025 - 07:15 AM Learn about SEC filing dates

0001357874FALSE00013578742025-08-262025-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 26, 2025

________________________________________________________

Precision BioSciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________________________

Delaware			001-38841			20-4206017
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
302 East Pettigrew St. Suite A-100
Durham, North Carolina						27701
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 919 314-5512

(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 240.14d-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(s)

Name of each exchange on which registered

Common Stock, par value $0.000005 per share

DTIL

The Nasdaq Capital Market

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 August 26, 2025, Precision BioSciences, Inc. (the “Company”) entered into amended and restated employment agreements to help retain each of its Section 16 officers: Michael Amoroso, the Company’s President and Chief Executive Officer; Alex Kelly, the Company’s Chief Financial Officer; Dario Scimeca, the Company’s General Counsel and Secretary; and Jeff Smith, the Company’s Chief Research Officer. The employment agreements are substantively similar to their prior employment agreements, except that they reflect such executive’s current annual base salary and target bonus amounts, provide for the payment of existing cash severance in a lump sum, include provisions regarding termination without cause in connection with a “change in control” or a “restructuring event” (each as defined in the respective employment agreements), and provide for a payment to cover potential additional expenses. The amended employment agreements also include a requirement to fund the cash severance and expenses in an escrow account. As a result, the Company entered into escrow arrangements with JPMorgan Chase Bank, N.A. and the executives with respect to the funded amounts. Interest earned from the escrow account accrues to Precision BioSciences and any unused funds return to Precision BioSciences.

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.

									PRECISION BIOSCIENCES, INC.
Date:			September 2, 2025			By:			/s/ Dario Scimeca
									Dario Scimeca General Counsel