AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
As previously reported, on January 31, 2017, Authentidate Holding
Corp. (the Company) determined to eliminate the position of Chief
Operating Officer effective immediately. Accordingly, the
Companys employment of William P. Henry, who had been serving as
the Companys Chief Operating Officer since January 27, 2016,
terminated effective as of January 31, 2017. to compensatory
arrangements previously entered into between the Company and
Mr.Henry, Mr. Henry may be entitled to certain severance payments
and benefits following the termination of his employment. On
February 27, 2017, the Company entered into a separation
agreement and general release (the Separation Agreement) with
Mr.Henry addressing post-employment compensation arrangements.
The Separation Agreement provides that Mr.Henry will receive the
following in consideration of the general release granted by him
to the Company:
a severance payment in the amount of $160,000 (the Severance
Payment), payable in equal installments on each of the
Companys regular pay dates during the twelve month commencing on
the first regular executive pay date after May 1, 2017;
such number of shares of Common Stock of the Company which shall
be determined by dividing $160,000 by the closing sales price of
the Companys Common Stock on the execution date of the Separation
Agreement (for the purposes of the Separation Agreement, the term
execution date means the date on which the expiration of the
seven-day revocation period occurs);
stock option awards previously granted to Mr. Henry during his
service as the chief strategy officer of the Company shall remain
exercisable for the full duration of their original exercise
periods and for the purpose of determining the exercisability of
such options, the termination of his employment shall be deemed a
termination without cause; and
Mr. Henrys current health and insurance benefits will continue
until February 1, 2018 and the Company shall promptly reimburse
Mr. Henry for unreimbursed business expenses arising out of his
service to the Company and for reasonable legal fees and costs of
negotiating the Separation Agreement.
As of the effective date of termination of Mr. Henry’s
employment with the Company, he held options to purchase a total
of 113,062 shares of common stock, of which 108,334 options were
granted under the employment letter we had entered into with him
concerning his service as chief strategy officer. The description
of the Separation Agreement is qualified in its entirety by
reference to the full text of such agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
| Item3.02 | Unregistered Sales of Equity Securities. |
The Company hereby incorporates by reference into this Item 3.02
of the Current Report on Form 8-K from Item 1.01 of this Current
Report on Form 8-K the information regarding the Companys
agreement to issue additional shares of Common Stock to Mr. Henry
following the effective date of the Separation Agreement. The
Companys issuance of shares of Common Stock to Mr. Henry under
the Separation Agreement, as described in Item 1.01 of this
Current Report on Form 8-K, was made in reliance upon the
exemption from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended, inasmuch as the Company
believed the acquirers are accredited investors and the
securities will be issued without any form of general
solicitation or general advertising.
| Item5.02 |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)Effective with the execution of the
Separation Agreement disclosed in Item 1.01 of this Current
Report on Form 8-K, Mr. Henry, who had served as a member of the
Companys Board of Directors since June 18, 2015, resigned from
the Board of Directors. The information set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by
reference.
| Item8.01 | Other Events. |
On March 1, 2017, the Company extended the expiration date of an
aggregate of 309,547 outstanding common stock purchase warrants.
The affected common stock purchase warrants were originally
issued in March and September 2012 in separate private placements
of the Companys securities. Of the warrants extended, an
aggregate of 124,370 warrants would otherwise have expired on
March 15, 2017 and 185,177 warrants would have expired on
September 29, 2017. In both cases, the expiration date of the
warrants has been extended to September 29, 2018. All of these
warrants have an exercise price of $12.06 per share. Other than
the extension of the term of these warrants, the provisions of
the warrants remain unchanged.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| The following exhibit is attached to this Form 8-K: |
| Exhibit No. | Description | |
| 10.1 | Separation Agreement |
About AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT)
Authentidate Holding Corp. and its subsidiaries provide Web-based revenue cycle management applications, and telehealth products and services. The Company enables healthcare organizations to coordinate care for patients and to manage related administrative and clinical workflows. Its Web-based solutions incorporate multiple features and security technologies, such as business-rules based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient management capabilities. The Company’s Inscrybe Healthcare is a Web-based revenue cycle management workflow automation solution. Its Telehealth Solutions provide an advanced in-home patient vital signs monitoring system and a Web-based management and monitoring software module for use by healthcare providers. The Company’s AuthentiProof is a content integrity and time-and-date stamp application. AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Recent Trading Information
AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) closed its last trading session down -0.19 at 2.33 with shares trading hands.