Apricus Biosciences, Inc. (NASDAQ:APRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 17, 2017, Apricus Biosciences, Inc. (the Company) held its
2017 Annual Meeting of Stockholders (the Annual Meeting). At the
Annual Meeting, the Company’s stockholders approved the amendment
and restatement of the Companys 2012 Stock Long Term Incentive Plan
(the 2012 Plan). The amended and restated 2012 Plan is referred to
herein as the Restated Plan. The Restated Plan authorizes the
issuance of an aggregate of 1,423,241 shares of the Companys common
stock, 923,241 of which were previously reserved for issuance under
the 2012 Plan. In addition, the Restated Plan contains an evergreen
provision that allows for an annual increase in the number of
shares available for issuance under the Restated Plan on January 1
of each year during the ten-year term of the Restated Plan,
beginning on January 1, 2018. The annual increase in the number of
shares of common stock will be equal to the lesser of: (a) 4% of
the number of shares of common stock issued and outstanding on a
fully-diluted basis as of the close of business on the immediately
preceding December 31, or (b) a number of shares of common stock
set by the Companys Board of Directors (the Board). Notwithstanding
the foregoing, (a) in no event may more than 7,000,000 shares of
common stock be delivered upon satisfaction of awards under the
Restated Plan, and (b) the maximum number of shares of common stock
that may be issued or transferred to incentive stock options
(ISOs), as defined under Section 422(b) of the Internal Revenue
Code of 1986, as amended (the Code), under the Restated Plan shall
be 5,000,000 shares. The Restated Plan became effective on the date
of the Annual Meeting.
2017 Annual Meeting of Stockholders (the Annual Meeting). At the
Annual Meeting, the Company’s stockholders approved the amendment
and restatement of the Companys 2012 Stock Long Term Incentive Plan
(the 2012 Plan). The amended and restated 2012 Plan is referred to
herein as the Restated Plan. The Restated Plan authorizes the
issuance of an aggregate of 1,423,241 shares of the Companys common
stock, 923,241 of which were previously reserved for issuance under
the 2012 Plan. In addition, the Restated Plan contains an evergreen
provision that allows for an annual increase in the number of
shares available for issuance under the Restated Plan on January 1
of each year during the ten-year term of the Restated Plan,
beginning on January 1, 2018. The annual increase in the number of
shares of common stock will be equal to the lesser of: (a) 4% of
the number of shares of common stock issued and outstanding on a
fully-diluted basis as of the close of business on the immediately
preceding December 31, or (b) a number of shares of common stock
set by the Companys Board of Directors (the Board). Notwithstanding
the foregoing, (a) in no event may more than 7,000,000 shares of
common stock be delivered upon satisfaction of awards under the
Restated Plan, and (b) the maximum number of shares of common stock
that may be issued or transferred to incentive stock options
(ISOs), as defined under Section 422(b) of the Internal Revenue
Code of 1986, as amended (the Code), under the Restated Plan shall
be 5,000,000 shares. The Restated Plan became effective on the date
of the Annual Meeting.
Administration. The Restated Plan is administered by the
compensation committee of the Board (the Compensation Committee).
Subject to the terms and conditions of the Restated Plan, the
Compensation Committee has the authority to select the persons to
whom awards are to be made, to determine the type or types of
awards to be granted to each person, the number of awards to grant,
the number of shares to be subject to such awards, and the terms
and conditions of such awards, and to make all other determinations
and decisions and to take all other actions necessary or advisable
for the administration of the Restated Plan. The Compensation
Committee is also authorized to establish, adopt, amend or revise
rules relating to administration of the Restated Plan. The Board
may at any time revest in itself the authority to administer the
Restated Plan.
compensation committee of the Board (the Compensation Committee).
Subject to the terms and conditions of the Restated Plan, the
Compensation Committee has the authority to select the persons to
whom awards are to be made, to determine the type or types of
awards to be granted to each person, the number of awards to grant,
the number of shares to be subject to such awards, and the terms
and conditions of such awards, and to make all other determinations
and decisions and to take all other actions necessary or advisable
for the administration of the Restated Plan. The Compensation
Committee is also authorized to establish, adopt, amend or revise
rules relating to administration of the Restated Plan. The Board
may at any time revest in itself the authority to administer the
Restated Plan.
Awards. The Restated Plan authorizes the Compensation Committee to
grant stock options, restricted stock, restricted stock units,
dividend equivalents, stock payment awards and stock appreciation
rights. The Restated Plan also authorizes the Compensation
Committee to grant performance awards payable in the form of the
Companys common stock or cash, including equity awards and
incentive cash bonuses that may qualify as performance-based
compensation under Section 162(m) of the Code. The Restated Plan
authorizes the grant of awards to employees and consultants of the
Company and to the Companys non-employee directors. In addition,
the following annual limitations apply: (i) the maximum aggregate
number of shares of common stock that may be subject to awards
granted to any one participant during a calendar year is 1,423,241;
(ii) the maximum aggregate amount of cash that may be paid to any
one participant during any calendar year with respect to cash-based
awards is $1,000,000; and (iii) the sum of any cash compensation,
or other compensation, and the value of awards granted to a
non-employee director as compensation for services as a
non-employee director during any calendar year may not exceed
$400,000 (increased to $600,000 in the fiscal year of a
non-employee directors initial service as a non-employee director).
grant stock options, restricted stock, restricted stock units,
dividend equivalents, stock payment awards and stock appreciation
rights. The Restated Plan also authorizes the Compensation
Committee to grant performance awards payable in the form of the
Companys common stock or cash, including equity awards and
incentive cash bonuses that may qualify as performance-based
compensation under Section 162(m) of the Code. The Restated Plan
authorizes the grant of awards to employees and consultants of the
Company and to the Companys non-employee directors. In addition,
the following annual limitations apply: (i) the maximum aggregate
number of shares of common stock that may be subject to awards
granted to any one participant during a calendar year is 1,423,241;
(ii) the maximum aggregate amount of cash that may be paid to any
one participant during any calendar year with respect to cash-based
awards is $1,000,000; and (iii) the sum of any cash compensation,
or other compensation, and the value of awards granted to a
non-employee director as compensation for services as a
non-employee director during any calendar year may not exceed
$400,000 (increased to $600,000 in the fiscal year of a
non-employee directors initial service as a non-employee director).
Other Provisions. The Restated Plan also contains provisions with
respect to payment of exercise or purchase prices, vesting and
expiration of awards, adjustments and treatment of awards upon
certain corporate transactions, including stock splits,
recapitalizations and mergers, transferability of awards and tax
withholding requirements. The Restated Plan may be amended or
terminated by the Board at any time, subject to certain limitations
requiring stockholder consent or the consent of the participant.
The Restated Plan will expire in 2027.
respect to payment of exercise or purchase prices, vesting and
expiration of awards, adjustments and treatment of awards upon
certain corporate transactions, including stock splits,
recapitalizations and mergers, transferability of awards and tax
withholding requirements. The Restated Plan may be amended or
terminated by the Board at any time, subject to certain limitations
requiring stockholder consent or the consent of the participant.
The Restated Plan will expire in 2027.
The terms and conditions of the Restated Plan are described in the
section entitled Proposal No. 5 – Approval of Amendment and
Restatement of the Apricus Biosciences, Inc. 2012 Stock Long Term
Incentive Plan in the Companys Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 13, 2017. The Companys directors and executive officers are
eligible to participate in the Restated Plan. The foregoing
description of the Restated Plan does not purport to be complete
and is qualified in its entirety by reference to the complete text
of the Restated Plan, which is filed as Exhibit 10.1 to this report
and incorporated herein by reference.
section entitled Proposal No. 5 – Approval of Amendment and
Restatement of the Apricus Biosciences, Inc. 2012 Stock Long Term
Incentive Plan in the Companys Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 13, 2017. The Companys directors and executive officers are
eligible to participate in the Restated Plan. The foregoing
description of the Restated Plan does not purport to be complete
and is qualified in its entirety by reference to the complete text
of the Restated Plan, which is filed as Exhibit 10.1 to this report
and incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 17, 2017, the Company held its Annual Meeting. The
following is a brief description of each matter submitted to a
vote at the Annual Meeting on May 17, 2017, as well as the number
of votes cast for, withheld or against, the number of abstentions
and the number of broker non-votes with respect to each matter,
as applicable. For more information about these proposals, please
refer to the Companys proxy statement filed with the Securities
and Exchange Commission on April 13, 2017.
following is a brief description of each matter submitted to a
vote at the Annual Meeting on May 17, 2017, as well as the number
of votes cast for, withheld or against, the number of abstentions
and the number of broker non-votes with respect to each matter,
as applicable. For more information about these proposals, please
refer to the Companys proxy statement filed with the Securities
and Exchange Commission on April 13, 2017.
The number of shares of common stock entitled to vote at the
Annual Meeting was 7,741,782. The number of shares of common
stock present or represented by valid proxy at the Annual Meeting
was 5,497,174. Certain matters submitted to a binding vote of
stockholders at the Annual Meeting were approved as described
below.
Annual Meeting was 7,741,782. The number of shares of common
stock present or represented by valid proxy at the Annual Meeting
was 5,497,174. Certain matters submitted to a binding vote of
stockholders at the Annual Meeting were approved as described
below.
Proposal No. 1: Election of Class III Directors
Rusty Ray and Wendell Wierenga, Ph.D. were elected to serve as
Class III directors. Mr. Ray received 2,530,435 votes for and
245,280 votes withheld and Dr. Wierenga received 2,447,459 votes
for and 328,256 votes withheld. There were 2,721,459 broker
non-votes regarding the election of directors.
Class III directors. Mr. Ray received 2,530,435 votes for and
245,280 votes withheld and Dr. Wierenga received 2,447,459 votes
for and 328,256 votes withheld. There were 2,721,459 broker
non-votes regarding the election of directors.
Proposal No. 2: Ratify Selection of Auditors
Stockholders ratified the appointment of BDO USA, LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017. The results of the voting
included 5,025,094 votes for, 358,112 votes against and 113,968
votes abstained. There were no broker non-votes regarding this
proposal.
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017. The results of the voting
included 5,025,094 votes for, 358,112 votes against and 113,968
votes abstained. There were no broker non-votes regarding this
proposal.
Proposal No. 3: Conduct an Advisory (Non-Binding) Vote on
Executive Compensation
Executive Compensation
Stockholders approved, on an advisory basis, the executive
compensation paid to the Companys named executive officers. The
results of the voting included 2,350,145 votes for, 365,769 votes
against and 59,801 votes abstained. There were 2,721,459 broker
non-votes regarding this proposal.
compensation paid to the Companys named executive officers. The
results of the voting included 2,350,145 votes for, 365,769 votes
against and 59,801 votes abstained. There were 2,721,459 broker
non-votes regarding this proposal.
Proposal No. 4: Amend the Companys Amended and Restated Articles
of Incorporation to Increase the Number of Authorized Shares of
Common Stock
of Incorporation to Increase the Number of Authorized Shares of
Common Stock
Stockholders approved an amendment to the Companys Amended and
Restated Articles of Incorporation (the “Charter Amendment”) to
increase the number of authorized shares of common stock from
15,000,000 shares to a total of 30,000,000 shares. The results of
the voting included 4,366,698 votes for, 1,039,059 votes against
and 91,417 votes abstained. There were no broker non-votes
regarding this proposal.
Restated Articles of Incorporation (the “Charter Amendment”) to
increase the number of authorized shares of common stock from
15,000,000 shares to a total of 30,000,000 shares. The results of
the voting included 4,366,698 votes for, 1,039,059 votes against
and 91,417 votes abstained. There were no broker non-votes
regarding this proposal.
Proposal No. 5: Amendment and Restatement of the Company’s 2012
Stock Long Term Incentive Plan
Stock Long Term Incentive Plan
Stockholders approved the amendment and restatement of the
Companys 2012 Stock Long Term Incentive Plan. The results of the
voting included 799,143 votes for, 480,738 votes against and
1,495,834 votes abstained. There were 2,721,459 broker non-votes
regarding this proposal.
Companys 2012 Stock Long Term Incentive Plan. The results of the
voting included 799,143 votes for, 480,738 votes against and
1,495,834 votes abstained. There were 2,721,459 broker non-votes
regarding this proposal.
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Item 8.01.
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Other Events.
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As previously announced, in April 2017, the Company issued, in an
underwritten public offering, an aggregate of 5,030,000 units
(the Units). Each Unit consisted of one share of the Companys
common stock, and one warrant to purchase 0.75 of a share of
common stock (the April 2017 Warrants). to their terms, the April
2017 Warrants were not exercisable until the Companys
announcement that it has received stockholder approval of the
Charter Amendment and the Charter Amendment became effective. In
addition, in April 2017, the Company entered into a warrant
amendment with the holders of the Companys warrants to purchase
common stock of the Company previously issued in September 2016
(the September 2016 Warrants), to which, among other things, the
date upon which the September 2016 Warrants become exercisable
was changed to the effective date of the Charter Amendment.
underwritten public offering, an aggregate of 5,030,000 units
(the Units). Each Unit consisted of one share of the Companys
common stock, and one warrant to purchase 0.75 of a share of
common stock (the April 2017 Warrants). to their terms, the April
2017 Warrants were not exercisable until the Companys
announcement that it has received stockholder approval of the
Charter Amendment and the Charter Amendment became effective. In
addition, in April 2017, the Company entered into a warrant
amendment with the holders of the Companys warrants to purchase
common stock of the Company previously issued in September 2016
(the September 2016 Warrants), to which, among other things, the
date upon which the September 2016 Warrants become exercisable
was changed to the effective date of the Charter Amendment.
As a result, in connection with the effectiveness of the Charter
Amendment and the filing of this Current Report on Form 8-K, the
April 2017 Warrants are now exercisable for up to 3,772,500
shares of common stock and the September 2016 Warrants are now
exercisable for up to 865,925 shares of common stock, each to
their terms.
Amendment and the filing of this Current Report on Form 8-K, the
April 2017 Warrants are now exercisable for up to 3,772,500
shares of common stock and the September 2016 Warrants are now
exercisable for up to 865,925 shares of common stock, each to
their terms.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Exhibits
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10.1
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2012 Stock Long Term Incentive Plan, as amended and
restated effective May 17, 2017 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 13, 2017). |
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About Apricus Biosciences, Inc. (NASDAQ:APRI)
Apricus Biosciences, Inc. is a pharmaceutical company, which develops pharmaceutical products. The Company primarily focuses on the development and commercialization of products and product candidates in the areas of urology and rheumatology. The Company’s drug delivery technology is a permeation enhancer called NexACT. The Company has over two product candidates in Phase II development, fispemifene for the treatment of symptomatic male secondary hypogonadism and RayVa for the treatment of Raynaud’s phenomenon, secondary to scleroderma. The Company has a commercial product, Vitaros for the treatment of erectile dysfunction (ED), which is in development in the United States, approved in Canada and marketed throughout Europe. Apricus Biosciences, Inc. (NASDAQ:APRI) Recent Trading Information
Apricus Biosciences, Inc. (NASDAQ:APRI) closed its last trading session down -0.06 at 1.03 with 272,392 shares trading hands.
