moleculin biotech, INC. (NASDAQ:MBRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2017, Ms. Jacqueline Northcut notified Moleculin Biotech, Inc. (the “Company”) of her desire to resign from the Company’s Board of Directors, effective on such date. Ms. Northcut also served as a member of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board. Ms. Northcut’s resignation was not a result of or caused by any disagreement with the Company.
On July 24, 2017, the Company entered into a consulting agreement with Ms. Northcut to which Ms. Northcut agreed to provide consulting services to the Company regarding the clinical development of the Company’s drug portfolio. The consulting agreement provides for a term of one-year with base consulting fees of $13,750 payable per quarter. to the consulting agreement, the Company issued Ms. Northcut a five-year option to purchase 15,000 shares of common stock at an exercise price equal to the closing price of the Company’s common stock on the date of the agreement. In addition, the Company agreed to accelerate the vesting of the option previously issued to Ms. Northcut in September 2016.
On July 24, 2017, the Company’s Board appointed John M. Climaco as an independent member of the Company’s Board of Directors, effective on such date. The Board has not determined which committees Mr. Climaco will be appointed to serve on. Upon his appointment, Mr. Climaco was issued a 10-year option to purchase 20,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with 3-year annual vesting and an exercise price equal the closing price of the Company's common stock on the date of the appointment.
On July 24, 2017, the Company’s Board appointed Mr. Climaco to serve as its lead independent director, a newly created position. On July 24, 2017, the Board approved the issuance to its existing non-employee directors, Messrs. Robert George and Michael Cannon, of a 10-year option to purchase 15,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with 3-year annual vesting and an exercise price equal the closing price that day. As per the Company’s existing non-employee director compensation policy, no such options were issued in connection with the last annual meeting of the Company.
Item 7.01. Regulation FD Disclosure.
On July 25, 2017, the Company issued a press release announcing that it has agreed to provide support to help accelerate the start of a physician-sponsored Investigational New Drug application to study the Company's drug candidate WP1066 for the treatment of adult glioblastoma (brain tumors). A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
On July 27, 2017, the Company issued a press release announcing the appointment of John M. Climaco as an independent member of the Company's Board of Directors, effective July 24, 2017. A copy of the press release is attached to this report as Exhibit 99.2 and is incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Moleculin Biotech, Inc. press release dated July 25, 2017 |
| 99.2 | Moleculin Biotech, Inc. press release dated July 27, 2017 |
Moleculin Biotech, Inc. ExhibitEX-99.1 2 v471674_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Moleculin’s New Drug for the Treatment of Glioblastoma Nears Clinical Trials at MD Anderson Cancer Center HOUSTON – July 25,…To view the full exhibit click here
About moleculin biotech, INC. (NASDAQ:MBRX)
Moleculin Biotech, Inc. is a preclinical and clinical-stage pharmaceutical company. The Company is focused on the development of anti-cancer drug candidates. Its lead drug candidate is liposomal Annamycin, which it refers to as Annamycin, an anthracycline intended for the treatment of relapsed or refractory acute myeloid leukemia (AML). Annamycin is a Phase II clinical-stage anthracycline and liposome formulated anthracycline that has been designed to eliminate cardiotoxicity and avoid the multidrug resistance mechanisms. It has over two other drug development projects in progress, one involving a portfolio of small molecules, which it refers to as the WP1066 Portfolio, focused on the modulation of key oncogenic transcription factors involved in the progression of cancer, and the WP1122 Portfolio, a suite of molecules targeting the metabolic processes involved in cancer in general, and glioblastoma. As of September 30, 2016, it had not generated any revenue from its operations.
