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): March 29, 2021

AERPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (513) 985-1920

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 obligation of the registrant under any of the following provisions:

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 Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  ☒

Amendment to Transition Services Agreement with Kevin G. Peters, M.D.

On April 1, 2021, Aerpio Pharmaceuticals, Inc. (the “Company”) entered into an Amendment to Transition Services Agreement (the “Amendment”) with Kevin G. Peters, M.D., the Company’s former Chief Scientific Officer and Chief Medical Officer, and a “named executive officer” for 2020 under Regulation S-K 402. Under his original transition services agreement entered into on February 9, 2021, Dr. Peters is eligible to receive certain severance and other benefits if he is terminated after a change of control (as defined in such agreement) of the Company or if he is terminated within three months prior to a change of control. The Amendment, among other things, lengthens the foregoing period of time to five months prior to a change of control. Except as modified by the Amendment, the original transition services agreement with Dr. Peters continues in full force and effect.

The foregoing description of the amendment to transition services agreement with Dr. Peters is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Consulting Services Agreement with Kevin G. Peters, M.D.

On April 1, 2021, Dr. Peters also entered into a Consulting Services Agreement (the “Consulting Agreement”) with the Company, pursuant to which Dr. Peters has agreed to provide certain consulting services as an independent contractor to the Company at a rate of $300 per hour. Unless earlier terminated by the parties, the term of the Consulting Agreement will end on July 1, 2021. For his continued service relationship with the Company, stock option awards held by Dr. Peters will continue to vest for the duration of the Consulting Agreement.

The foregoing description of the consulting services agreement with Dr. Peters is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Acceleration of Equity Awards

On March 29, 2021, the Company’s board of directors determined, in its capacity as administrator of the Company’s equity incentive plans, to accelerate equity awards held by certain individuals so that they would become fully vested and exercisable as of the effective time of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), including those held by Joseph H. Gardner, Ph.D., the Company’s president and founder, and Regina Marek, the Company’s vice president of finance, each a “named executive officer” under Regulation S-K 402 for 2020. The existing employment agreements for each of Dr. Gardner and Ms. Marek provide for acceleration of equity held by them under certain circumstances as described therein, and the foregoing action by the board of directors operates expressly to accelerate such awards upon a Sale Event.

(d) Exhibits

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.

Exhibit 10.1

AMENDMENT TO

TRANSITIONAL SERVICES AND SEPARATION AGREEMENT

This Amendment to Transitional Services and Separation Agreement (this “Amendment”) is made as of April 1, 2021 (the “Amendment Effective Date”), by and between Kevin G. Peters, MD (“Executive”) and Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Company”, and together with Executive, each, a “Party”, and collectively, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Transitional Services and Separation Agreement (as defined below).

WHEREAS, the Parties entered into a Transitional Services and Separation Agreement dated February 9, 2021 (the “Transitional Services and Separation Agreement”); and

WHEREAS, Executive and the Company desire to amend the Transitional Services and Separation Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company hereby agree as follows:

1. Section 6 of the Transitional Services and Separation Agreement is hereby amended and restated in its entirety as follows:

“6. Change in Control. Notwithstanding the foregoing, in the event that a Change in Control (as defined in the Employment Agreement) occurs prior to the Date of Termination or within five (5) months following the Date of Termination and Executive satisfies the Conditions, (i) the Severance Amount in Section 5(a) shall equal the sum of (A) 18 months of Executive’s Base Salary (or Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times Executive’s Target Annual Incentive Compensation (as defined in the Employment Agreement) and shall be paid out in a lump sum within 60 days after the Date of Termination (or, if later the Change in Control); (ii) the COBRA health continuation payments by the Company in Section 5(b) shall continue for eighteen (18) months or Executive’s COBRA health continuation period, whichever ends earlier, and (iii) in lieu of the partial accelerated vesting described in Section 5(c), and except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by Executive subject to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination (or, if later, the Change in Control). For the avoidance of doubt, (i) in no event will Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay and benefits to Executive under Section 5 prior to the date that Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to Executive under Section 5 shall reduce the severance pay and benefits to be provided under this Section 6.”

2. Section 8 of the Transitional Services and Separation Agreement is hereby amended by deleting the phrase “following the three (3) month anniversary of the Date of Termination” and replacing it with the phrase “following the five (5) month anniversary of the Date of Termination.”

3. Except to the extent expressly modified or amended by this Amendment, all terms and provisions of the Transitional Services and Separation Agreement shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

4. This Amendment shall be interpreted and enforced under the laws of the State of Ohio without regard to conflict of law principles.

5. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. Electronic and pdf signatures shall be deemed to be of equal force and effect as originals.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first set forth above.

Signature Page to Amendment to Transitional Services and Separation Agreement

Exhibit 10.2

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (this “Agreement”) is made as of April 1, 2021 (the “Effective Date”), by and between Kevin G. Peters, MD (“Consultant”), and Aerpio Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 9987 Carver Road, Suite 420, Cincinnati, Ohio 45242 (“Aerpio” or the “Company”), each individually a “Party” and collectively “the Parties”. Notwithstanding anything to the contrary herein, this Agreement shall be void ab initio if Consultant fails to comply with the Transitional Services and Separation Agreement dated February 9, 2021 between Consultant and the Company (the “Transitional Services and Separation Agreement”) prior to the Effective Date, as determined by the Company in its sole discretion. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Transitional Services and Separation Agreement.

WHEREAS, Consultant was previously employed by the Company;

WHEREAS, Consultant has expertise in scientific discovery and translational development; and

WHEREAS, Aerpio desires to retain Consultant as an independent contractor, and Consultant desires to be engaged by Aerpio, to perform certain consulting services pursuant to the terms and conditions of this Agreement.

Now, therefore, the Parties agree as follows:

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In all matters relating to this Agreement, Aerpio and Consultant mutually understand and agree that Consultant shall be at all times acting and performing as an independent contractor. Nothing in this Agreement is intended to create an employer/employee relationship or a joint venture relationship between the Parties. Consultant shall not be entitled to any Aerpio employee benefits, including, but not limited to, unemployment compensation, health benefits, retirement benefits, insurance, profit sharing, vacation, workers’ compensation, sick leave and/or disability leave, and paid holidays. Consultant shall be obligated and solely responsible for any and all federal, state, and local taxes, unemployment insurance, social security or Medicare withholdings and any other self-employment obligation.

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All Aerpio data and information, in written, recorded or physical form, whether or not it is Confidential Information, and all Aerpio property in Consultant’s custody or control shall be promptly returned to Aerpio upon the earlier of request of Aerpio or upon termination of this Agreement. Consultant’s failure to return Aerpio property or information as requested may result in Aerpio withholding payment for Services.

Any provision of this Agreement which is determined to be invalid or unenforceable in whole or in part shall be deemed severable in such whole or part from this Agreement so that such invalidity or unenforceability shall not affect any other provision hereof. Any provision hereof deemed invalid or unenforceable because of duration or extent shall be interpreted to encompass the longest duration and broadest extent permitted by law.

The failure of either Party, at any time, to require performance by the other Party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. Nor shall the waiver by either Party of a breach of any provision of this Agreement be taken as a waiver of the provision itself or of subsequent breaches.

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Notices and other communications called for in accordance with this Agreement shall be in writing and shall be transmitted by express mail or express delivery service and shall be addressed to the Party at the address indicated below.

In the case of Aerpio, such communications shall be addressed to:

Aerpio Pharmaceuticals, Inc.

9987 Carver Road, Suite 420

Cincinnati, Ohio 45242

Attention: President

In the case of Consultant, such communications shall be addressed to:

Consultant’s address on file with the Company

Any change in addresses or individuals for such notices or communications must be communicated between the Parties in writing. Notices may also be sent by email to the last email address of Consultant or the President of the Company, as the case may be, with confirmation of receipt.

The Parties hereto agree that this Agreement, and the relationship between the Parties, shall be interpreted, construed, and enforced in accordance with and pursuant to the laws of the State of Ohio, without regard for its conflicts of laws principles. Consultant and Aerpio consent to the exclusive jurisdiction of the state and federal courts sitting in the County of Hamilton, State of Ohio. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND REPRESENTS THAT EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL SPECIFICALLY AS TO THIS WAIVER.

Consultant shall not to use or refer to the name Aerpio in any public statements whether written, verbal, electronic or otherwise, without Aerpio’s prior written consent.

Consultant acknowledges and agrees that due to the unique nature of Aerpio’s business and Confidential Information, the breach of any of the provisions of this Agreement could cause Aerpio irreparable injury for which no adequate remedy at law exists. Accordingly, upon any such breach or any threatened breach, Aerpio shall be entitled to appropriate equitable relief, including, but not limited to, specific performance, restraining order, temporary injunction and/or permanent injunction, in addition to all other remedies it might have at law or in equity.

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Consultant shall have no right to assign or subcontract Consultant’s obligations under this Agreement to another person or entity without express written permission of Aerpio.

This Agreement shall constitute the entire agreement between the Parties and supersedes any and all other written or oral agreements between Consultant and Aerpio with respect to the subject matter of this Agreement, provided, however, and for the avoidance of doubt, that the Transitional Services and Separation Agreement (and any amendment(s) thereto), Restrictive Covenants Agreement and Equity Documents remain in full force and effect in accordance with their terms. This Agreement may be amended only by a written instrument signed by both Parties.

This Agreement may be executed in more than one counterpart and signature pages may be exchanged by facsimile or email.

IN WITNESS WHEREOF, the Parties hereto, by their duly-authorized representatives, execute this Agreement to be effective as of the Effective Date.

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EXHIBIT A

Consulting Agreement between Aerpio and Kevin G. Peters, MD effective April 1, 2021

Consultant will provide Services as may be requested by the Company from time to time, with a focus on the MTEC trial and related wind down Company activities.

Consulting Fees:

Consultant will be compensated on a per hour basis at the rate of $300.00 per hour.

Detail of time and activity is to be submitted monthly.

Payment will be made on a monthly basis within 15-days of receipt of invoice and detailed support.

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