BioDelivery Sciences International, Inc. (NASDAQ:BDSI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| Item 1.01 | Termination of a Material Definitive Agreement |
| Item 1.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (iii) | Vasisht shall receive one hundred percent (50%) of his regular award of vested Common Stock (the “LTIP Stock”) under the Company’s Performance Long Term Incentive Plan (the “LTIP”), with the amount of such LTIP Stock to be determined and issued in accordance with the terms and provisions of the LTIP, in consideration for his work in 2017, and Vasisht shall also be considered for a bonus in consideration for his work in 2017 in accordance with the normal procedures and conditions for award of a bonus; and |
| (iv) | as of the Retirement Date, all previously granted Time Vesting RSUs issued to Vasisht to the Plan that are unvested as of the Retirement Date shall terminate and, in lieu thereof, Vasisht shall receive a one-time issuance of fully vested shares of Common Stock under the Plan, the number of which will be determined with reference to the Time Vesting RSUs being terminated by dividing (A)the Net Present Value of such Time Vesting RSUs by (B)the 30-day VWAP as of the Retirement Date. All previously granted Performance Vesting RSUs that are unvested as of the Retirement Date will continue to vest until December31, 2018, at which time 60% of the unvested Performance RSUs shall vest and 40% of the unvested Performance RSUs shall be deemed forfeited. |
The Retirement Agreement also contains other customary provisions, including provisions for Vasisht’s continuing participation in certain Company benefit plans, mutual releases of claims by the Company and Vasisht (subject to certain exceptions) and a non-disparagement covenant.
The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the Retirement Agreement, a copy of which is filed as Exhibit 10.1 hereto, which is hereby incorporated into this report by reference.
| Item 1.01. | Financial Statements and Exhibits. |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and any statements of representatives and partners of BioDelivery Sciences International, Inc. (the “Company”) related thereto contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”
2
“potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, the results of the operations of the Company) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
3
BIODELIVERY SCIENCES INTERNATIONAL INC ExhibitEX-10.1 2 d487861dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 RETIREMENT AGREEMENT This RETIREMENT AGREEMENT (the Agreement) is entered into this 12th day of January 2018 by and between BioDelivery Sciences International,…To view the full exhibit click here
About BioDelivery Sciences International, Inc. (NASDAQ:BDSI)
BioDelivery Sciences International, Inc. is a specialty pharmaceutical company. The Company develops and commercializes, either on its own or in partnerships with third parties, applications of approved therapeutics to address unmet medical needs using drug delivery technologies. The Company develops pharmaceutical products aimed principally in the areas of pain management and addiction. The Company’s products utilize the BioErodible MucoAdhesive (BEMA) drug delivery technology, a small, erodible polymer film for application to the buccal mucosa (the lining inside the cheek). The Company’s United Sates Food and Drug Administration (FDA) approved product, ONSOLIS (fentanyl buccal soluble film), as well as its approved products BUNAVAIL (buprenorphine and naloxone buccal film) buccal film and BELBUCA (buprenorphine) buccal film, utilize BEMA technology.