UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 16, 2023

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Cassava Sciences, Inc.

(Exact name of registrant as specified in its charter)

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6801 N Capital of Texas Highway, Building 1; Suite 300

Austin, Texas 78731

(Address of principal executive offices, including zip code)

(512) 501-2444

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

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

Effective on March 16, 2023, the Board of Directors of Cassava Sciences, Inc. (the “Board”) amended the Cassava Sciences, Inc. 2020 Cash Incentive Bonus Plan (the “Cash Incentive Plan”) to remove all of the Board’s non-employee directors (the “Non-employee Directors) as beneficiaries under the Cash Incentive Plan and the Non-employee Directors consented to such removal. The Non-employee Directors’ share of potential benefits under the Cash Incentive Plan were completely forfeited to Cassava Sciences, Inc. and will not be allocated to any other participant under the Cash Incentive Plan. The Non-employee Directors have not received, and as a result of such amendment will never receive, any payments under the Cash Incentive Plan.

Item 9.01. Financial Statements and Exhibits.

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SIGNATURE

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 thereunto duly authorized.