Artiva Biotherapeutics, Inc. 8-K

What Happened
Artiva Biotherapeutics (ARTV) filed an 8‑K reporting multiple senior leadership changes effective mid‑May 2026. On May 18, 2026, Diego Miralles, M.D. resigned from the Board and was appointed President and Head of Research and Development. On the same date Fred Aslan, M.D. resigned as President but remains CEO and a director; Aslan was also named the company’s principal financial officer and principal accounting officer. On May 18 the company and CFO Thad Huston agreed to his separation, effective May 22, 2026.

Key Details

• Diego Miralles appointment: annual base salary $600,000; target discretionary cash bonus 45% of base (prorated for 2026 as if employment began April 1, 2026).
• Equity inducement to Miralles: options to purchase 232,500 shares and 77,500 RSUs under the 2025 Inducement Plan. Vesting: 25% on May 15, 2027; options then monthly over 36 months, RSUs quarterly over 12 quarters thereafter. Grants made under Nasdaq inducement exception (Rule 5635(c)(4)).
• Severance for Miralles: if terminated without Cause or for Good Reason, generally 9 months’ base pay (or 3 months if within 6 months of start), up to 9 months COBRA, and 3 months accelerated equity vesting; enhanced benefits (12 months pay, 12 months COBRA, full target bonus, full time‑vest acceleration) if termination occurs around a Change in Control. Benefits require signing a release.
• CFO separation (Thad Huston): effective May 22, 2026; Huston will receive cash equal to three months’ base salary (approx. $135,000) and up to nine months of COBRA continuation, conditioned on not revoking the separation agreement within 21 days.
• Corporate housekeeping: Board size reduced from eight to seven following Miralles’s board resignation; Miralles’s prior consulting agreement (April 2026) was terminated May 17, 2026.

Why It Matters
These are material leadership changes: the company replaced its CFO and reshuffled the CEO/President roles while elevating a senior R&D executive to run research and development. For investors, watch for impacts on corporate strategy and execution (R&D leadership), potential near‑term costs from equity grants and severance payments, and any operational effects during the CFO transition while a replacement search is conducted. All compensation and severance terms disclosed in the filing are subject to the specific conditions described (e.g., release requirements and at‑will employment).