ADVAXIS, INC. (NASDAQ:ADXS) 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 April 23, 2018, the Board of Directors of Advaxis, Inc. (“Advaxis” or the “Company”) announced that it had appointed Kenneth A. Berlin as President and Chief Executive Officer of the Company, effective April 23, 2018. The Board also increased the size of the Board to six directors as of April 23, 2018, and has appointed Mr. Berlin to fill the vacancy created as of such date.
Mr. Berlin, 53, joins Advaxis from Rosetta Genomics, where since 2009 he was President and Chief Executive Officer. Prior to Rosetta Genomics, Mr. Berlin was Worldwide General Manager at cellular and molecular cancer diagnostics developer Veridex, LLC, a Johnson & Johnson company. Mr. Berlin joined Johnson & Johnson in 1994, and served as corporate counsel for six years. He led and participated on the legal team that oversaw several mergers, acquisitions, divestitures and commercial transactions. He then held positions of increasing responsibility within Johnson & Johnson and a number of its subsidiary companies. From 2001 until 2004 he served as Vice President, Licensing and New Business Development in the pharmaceuticals group, and from 2004 until 2007 served as Worldwide Vice President, Franchise Development, Ortho-Clinical Diagnostics.
The Company and Mr. Berlin entered into an Employment Agreement (the “Employment Agreement”) effective as of April 23, 2018, to which Mr. Berlin’s base salary will be $520,000 per year, and he will have the opportunity to earn annual incentive awards targeted at 55% of his base salary (prorated for fiscal year 2018). Mr. Berlin will also receive a one-time, sign-on bonus of $150,000, which is repayable on a pro rata basis if Mr. Berlin’s employment is terminated by the Company for Cause or by Mr. Berlin without Good Reason (as such terms are defined in the Employment Agreement) prior to April 23, 2019. Mr. Berlin will also have the opportunity to earn a special bonus in the amount of $150,000, based on the Company completing a financing transaction or in the event of a change in control of the Company. In addition, Mr. Berlin received one-time equity awards consisting of 750,000 stock options and 250,000 restricted stock units. Berlin will be eligible to participate in the Company’s group health insurance plan and other benefit plans applicable to the Company’s senior executives.
to the Employment Agreement, if the Company terminates Mr. Berlin’s employment without Just Cause or if he resigns his employment for Good Reason, Mr. Berlin will be entitled to 12 months of continued salary, a pro rata bonus, continued health benefits at active-employee rates for 12 months, and full vesting of outstanding equity awards. If the Company terminates Mr. Berlin’s employment without Just Cause or if he resigns his employment for Good Reason within three months prior to or 18 months after a change in control of the Company, Mr. Berlin will be entitled to a lump sum payment equal to 1.75 times the sum of his base salary and target bonus, a pro rata bonus, continued health benefits at active-employee rates for 21 months, and full vesting of outstanding equity awards. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of this document, which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.
No family relationships exist between Mr. Berlin and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Berlin and any other person to which Mr. Berlin was selected as an officer or director, nor are there any transactions to which the Company is or was a participant and in which Mr. Berlin has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Berlin’s appointment as President and Chief Executive Officer, the Company announced that Anthony Lombardo is stepping down as Interim Chief Executive Officer effective as of April 23, 2018, but will remain employed by the Company for a period of time.
The Company and Mr. Lombardo have entered into a separation agreement (the “Lombardo Separation Agreement”), to which Mr. Lombardo will receive: (i) cash payments in a total gross amount of $355,000, payable in a lump sum, (ii) continued coverage under the Company group medical plan benefits for 12 months at active-employee rates, and (iii) full vesting of his outstanding equity. The foregoing description of the Lombardo Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of this document, which is filed hereto as Exhibit 10.2, and is incorporated herein by reference.
On April 23, 2018, the Company also announced that Sara Bonstein, has resigned as Executive Vice President and Chief Financial Officer, effective April 30, 2018.
In connection with Ms. Bonstein’s departure, the Company and Ms. Bonstein have entered into a separation agreement (the “Bonstein Separation Agreement”), to which Ms. Bonstein will receive: (i) cash payments in a total gross amount of $150,000, payable in a lump sum, (ii) continued coverage under the Company group medical plan benefits for 12 months at active-employee rates, and (iii) full vesting of her outstanding restricted stock units. The foregoing description of the Bonstein Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of this document, which is filed hereto as Exhibit 10.3, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed as part of this report:
Advaxis, Inc. Exhibit…To view the full exhibit click here
About ADVAXIS, INC. (NASDAQ:ADXS)
Advaxis, Inc. is a clinical-stage biotechnology company. The Company’s immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm or Listeria) bioengineered to secrete antigen/adjuvant fusion proteins. It is focused on the discovery, development and commercialization of Lm-LLO cancer immunotherapies. The Company’s immunotherapy candidates include Axalimogene filolisbac, ADXS-PSA and ADXS-HER2. Axalimogene filolisbac (ADXS-HPV) is a lead Lm-LLO immunotherapy product candidate for the treatment of human papilloma virus (HPV) associated cancers. ADXS-PSA is an Lm-LLO immunotherapy product candidate designed to target the Prostate Specific Antigen (PSA) associated with prostate cancer. ADXS-HER2 is an Lm-LLO immunotherapy product candidate designed for the treatment of Human Epidermal Growth Factor Receptor 2 (HER2) expressing cancers, including human and canine osteosarcoma, breast, gastric and other cancers.
