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Donn Casale to become President of ARS Pharmaceuticals (SPRY) with $6M option grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ARS Pharmaceuticals is appointing Donn Casale as President, effective when he begins employment, which is expected on June 1, 2026. Current President and CEO Richard Lowenthal will remain Chief Executive Officer.

Casale brings more than 25 years of biopharma experience, most recently as Chief Commercial Officer at Dynavax Technologies since January 2023. Under an employment agreement dated May 12, 2026, he will receive a $575,000 annual base salary and be eligible for an annual discretionary bonus equal to 45% of base salary.

He will also receive a stock option valued at $6,000,000, with the number of shares determined using a modified Black‑Scholes price. The option will have an exercise price equal to the Grant Date Closing Price, vesting 25% after one year and monthly over the next 36 months, subject to continued employment. Casale will participate at the C‑suite (non‑CEO) level in the company’s Change in Control and Severance Benefit Plan, with certain limits on option vesting acceleration in change‑in‑control terminations during his first year.

Positive

  • None.

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  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $575,000 per year Annual base salary for President role under Employment Agreement
Bonus target 45% of base salary Annual discretionary bonus opportunity for Donn Casale
Equity award value $6,000,000 stock option Option grant value under 2020 Equity Incentive Plan
Option vesting cliff 25% after 1 year Initial vesting of Casale’s stock option, subject to continued employment
Remaining vesting period 36 months monthly Remainder of option vesting following the first year
Expected start date June 1, 2026 Date Casale is expected to commence employment as President
Age of appointee 53 years Age of Donn Casale at time of appointment
Change in Control and Severance Benefit Plan financial
"Pursuant to the Participation Agreement, Mr. Casale will have the right to receive the severance and change in control benefits provided to C-Suite level officers..."
Participation Agreement financial
"In addition to the Employment Agreement, Mr. Casale will enter into a participation agreement to the Company’s Change in Control and Severance Benefit Plan..."
modified Black-Scholes methodology financial
"the Company will grant Mr. Casale a stock option... determined by dividing $6,000,000 by a price per share determined based on a modified Black-Scholes methodology."
Grant Date Closing Price financial
"The exercise price of each share of the Company’s common stock underlying the option will be the Grant Date Closing Price."
indemnification agreement regulatory
"The Company and Mr. Casale will also enter into the Company’s standard indemnification agreement for the Company’s directors and officers..."
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Understanding 8-K Material Events →
false 0001671858 0001671858 2026-05-12 2026-05-12
 
 

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): May 12, 2026

 

 

ARS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39756   81-1489190

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

11682 El Camino Real, Suite 300  
San Diego, California   92130
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 771-9307

Not Applicable

(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 obligations 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, $0.0001 par value per share   SPRY   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.

On May 12, 2026, the Board of Directors of ARS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), based in part on the recommendation of Richard Lowenthal, the Company’s Chief Executive Officer, appointed Donn Casale as the Company’s President effective as of the date he commences employment with the Company, which date is expected to be June 1, 2026. Mr. Lowenthal previously served as President.

Mr. Casale, age 53, has over 25 years of experience in the biopharmaceutical industry. Mr. Casale previously worked at Dynavax Technologies, Inc. (acquired by Sanofi in 2026) from October 2017 to May 2026 in roles of increasing responsibility, most recently serving as Chief Commercial Officer since January 2023. Prior to joining Dynavax Technologies, Inc., Mr. Casale worked at Depomed, Inc. from March 2014 to October 2017, most recently serving as Director, Marketing. Mr. Casale started his career at Merck & Co., Inc., where he served in various positions from January 2000 to March 2014. Mr. Casale holds a bachelor’s degree in political science from the California Polytechnic State University – San Luis Obispo.

In connection with his anticipated employment with the Company and appointment as the Company’s President, the Company entered into an employment agreement with Mr. Casale (the “Employment Agreement”), which sets forth the terms of Mr. Casale’s employment with the Company. Pursuant to the Employment Agreement, Mr. Casale will be entitled to receive an annual base salary of $575,000 and will be eligible to earn an annual discretionary bonus of 45% of his then-current annual base salary. In addition, pursuant to the Employment Agreement, the Company will grant Mr. Casale a stock option under the Company’s 2020 Equity Incentive Plan to purchase the number of shares of the Company’s common stock determined by dividing $6,000,000 by a price per share determined based on a modified Black-Scholes methodology. The exercise price of each share of the Company’s common stock underlying the option will be the Grant Date Closing Price. Twenty-five percent of the option will vest after one year, and the balance will vest monthly over the following 36 months, provided Mr. Casale remains employed with the Company on each respective vesting date.

In addition to the Employment Agreement, Mr. Casale will enter into a participation agreement to the Company’s Change in Control and Severance Benefit Plan (the “Participation Agreement”) in substantially the form previously filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 23, 2023. Pursuant to the Participation Agreement, Mr. Casale will have the right to receive the severance and change in control benefits provided to C-Suite level officers (other than the Chief Executive Officer) under the Company’s Change in Control and Severance Benefit Plan; provided that the accelerated vesting of the above-described option will be limited to the extent Mr. Casale’s employment is terminated in connection with a change in control transaction during the initial year of his employment.

The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 10.1 to this report.

The Company and Mr. Casale will also enter into the Company’s standard indemnification agreement for the Company’s directors and officers, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 10, 2020.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

   

Description

10.1    Executive Employment Agreement, dated May 12, 2026, between the Company and Donn Casale.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ARS PHARMACEUTICALS, INC.
Date: May 13, 2026     By:  

/s/ Richard Lowenthal

      Richard Lowenthal, M.S., MSEL
      President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did ARS Pharmaceuticals (SPRY) announce in this 8-K?

ARS Pharmaceuticals announced that Donn Casale will become President, expected to start around June 1, 2026. Current President and CEO Richard Lowenthal will remain Chief Executive Officer while Casale assumes the President role under a new executive employment agreement.

What is Donn Casale’s compensation as President of ARS Pharmaceuticals (SPRY)?

Donn Casale will receive a $575,000 annual base salary and will be eligible for a discretionary annual bonus equal to 45% of his base salary. He will also receive a stock option valued at $6,000,000, with vesting tied to continued employment.

How is Donn Casale’s stock option at ARS Pharmaceuticals (SPRY) structured?

Casale’s stock option value is set at $6,000,000, with the number of shares determined using a modified Black‑Scholes price. The exercise price will equal the Grant Date Closing Price, vesting 25% after one year and the remainder monthly over 36 months.

What severance and change in control protections will Donn Casale receive at ARS Pharmaceuticals (SPRY)?

Casale will participate in ARS Pharmaceuticals’ Change in Control and Severance Benefit Plan at the C‑suite (non‑CEO) level. Accelerated vesting of his option is limited if his employment ends in connection with a change in control during his first employment year.

What is Donn Casale’s professional background before joining ARS Pharmaceuticals (SPRY)?

Before joining ARS Pharmaceuticals, Casale worked at Dynavax Technologies from 2017 to 2026, serving as Chief Commercial Officer since 2023. He previously held marketing roles at Depomed and various positions at Merck & Co., building over 25 years of biopharmaceutical experience.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents