SEC Filing | Bellerophon Therapeutics, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of report (Date of earliest event reported): September 30, 2021

Bellerophon Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-36845	47-3116175
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


184 Liberty Corner Road, Suite 302 Warren, New Jersey		07059
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 574-4770

(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 (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))

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, $0.01 par value per share	BLPH	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.

On September 30, 2021, Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that on September 30, 2021, the Board of Directors of the Company appointed Nicholas Laccona, the Company's Controller, to serve as the Principal Financial Officer and Principal Accounting Officer of the Company, effective as of September 30, 2021. This Amendment No. 1 to the Original Form 8-K (the Original Form 8-K together with this Amendment No. 1, the “Form 8-K”) amends the Original Form 8-K to include disclosure of the terms of Mr. Laccona’s new compensation.

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

On December 30, 2021, the Compensation Committee of the Board of Directors of the Company determined that Mr. Laccona’s annual salary to serve as the Principal Financial Officer and Principal Accounting Officer of the Company shall be $185,000, retroactive to October 1, 2021, with an annual bonus target of 30% of his salary. In addition, Mr. Laccona was awarded a $55,500 cash bonus for 2021 to be payable on January 15, 2022.

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.



	BELLEROPHON THERAPEUTICS, INC.

Date: January 4, 2021	By:	/s/ Peter Fernandes
		Name: Peter Fernandes Title: Interim Principal Executive Officer