AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
| Unregistered Sales of Equity Securities. |
The information disclosed in Item5.02(e) of this Current Report
on Form 8-K concerning the award of restricted stock units and
stock options under the Authentidate Holding Corp. 2011 Omnibus
Equity Incentive Plan, as amended, is incorporated by reference
into this Item3.02. The offers and sales of such securities have
been determined to be exempt from registration under the
Securities Act of 1933, as amended, in reliance on Section4(a)(2)
thereof. The issuance of the securities to the recipients were
made without any form of general solicitation.
| Item 5.02 |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 1, 2017, Roy E. Beauchamp, a member
of the board of directors of Authentidate Holding Corp. (the
Company), delivered a letter to the Company notifying it of his
decision to resign from the board of directors effective June 15,
2017. The Company believes that Mr. Beauchamps resignation was
not the result of any disagreement with the Company relating to
the Companys operations, policies or practices. The Company did
not announce any plans to replace Mr.Beauchamp on the Board of
Directors at this juncture.
(e) On June 2, 2017, the Companys Management
Resources and Compensation Committee (the Committee) approved the
grant of 102,857 restricted stock units to Mr. Hanif A. Roshan,
the Companys Chairman, Chief Executive Officer and interim
principal accounting officer. In addition, the Committee also
approved the grant of an aggregate of 308,571 restricted stock
units to certain other non-executive employees of the Company.
All of the restricted stock units were granted under the Companys
2011 Omnibus Equity Incentive Plan, as amended (the 2011 Plan),
and will vest on the two-year anniversary of the grant date. The
Committee determined that it was appropriate to grant the
restricted stock units as partial payment of accrued and unpaid
amounts owed to such persons. The Company did not receive any
cash proceeds from the issuance of these securities. In addition,
the Committee approved an increase in Mr. Roshans base salary to
$360,000 per annum. This salary increase will be effective as of
January 1, 2017.
Further, on June 2, 2017, the Committee granted options to
purchase an aggregate of 100,000 shares of common stock under the
Companys 2011 Plan to certain non-executive employees and other
eligible service providers. Each such option is exercisable at a
price of $1.75 per share, have a term of ten years from the grant
date and will vest and be exercisable in full on the second
anniversary of the grant date.
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.