ContraVir Pharmaceuticals,Inc. (NASDAQ:CTRV) 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 Departure of Directors or Certain Officers:
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On May25, 2017, ContraVir Pharmaceuticals,Inc. (the Company)
entered into an Amended and Restated Executive Agreement (the
Agreement) with James Sapirstein, the Companys Chief Executive
Officer. The term of the Agreement commenced on May25, 2017 and
will continue until May25, 2020, following which time the
Agreement will be automatically renewed for successive one year
periods at the end of each term, unless either party delivers
written notice to the other party of their intent to not renew
the agreement. to the Agreement, Mr.Sapirsteins current base
compensation is $480,000 per year. Mr.Sapirstein is eligible to
receive a cash bonus of up to 50% of his base salary per year
based on meeting certain performance objectives and bonus
criteria. Mr.Sapirstein is also eligible to receive a realization
bonus (the Realization Bonus) equal to $2,000,000 in either cash
or registered common stock or a combination thereof as mutually
agreed by Mr.Sapirstein and the Company, in the event that during
the term of the Agreement, for a period of 90 consecutive trading
days, the market price of the Companys common stock is $4.00 or
more and the value of the common stock daily trading volume is
$900,000 or more.
If Mr.Sapirsteins employment is terminated by us for cause or as
a result of Mr.Sapirsteins death or permanent disability, or if
Mr.Sapirstein terminates his employment agreement voluntarily
without Good Reason (as defined in the Agreement), Mr.Sapirstein
will be entitled to receive a lump sum equal to (i)any portion of
unpaid base compensation then due for periods prior to
termination, (ii)any bonus earned but not yet paid, (iii)any
Realization Bonus earned and payable, but not yet paid, and
(iv)all business expenses reasonably and necessarily incurred by
Mr.Sapirstein prior to the date of termination. If Mr.Sapirsteins
employment is terminated by us without cause or by Mr.Sapirstein
for Good Reason, Mr.Sapirstein will be entitled to receive the
amounts due upon termination of his employment by us for cause or
as a result of his death or permanent disability, or upon
termination by Mr.Sapirstein of his employment voluntarily
without Good Reason, in addition to (provided that Mr.Sapirstein
executes a written release with respect to certain matters) a
severance payment equal to his base compensation for 18months
from the date of termination and reimburse Mr.Sapirsteins payment
of COBRA premiums for 18 months from the date of termination. In
addition, if Mr.Sapirsteins employment is terminated: (a)by us
without cause within 6months prior to a change of control (as
defined in the Agreement) that was pending during such 6month
period, (b)by Mr.Sapirstein for Good Reason within 12months after
a change of control, or (c)by us without cause at any time upon
or within 12months after a change of control, Mr.Sapirstein would
be entitled to receive the amounts due upon termination of his
employment by us for cause or as a result of his death or
permanent disability, or upon termination by Mr.Sapirstein
voluntarily without Good Reason, provided, if Mr.Sapirstein
executes a written release with respect to certain matters, he
will be entitled to a severance payment equal to his base
compensation for 18months from the date of termination and
reimbursement of his payment of COBRA premiums for 18 months from
the date of termination. In addition, all of Mr.Sapirsteins
unvested stock options and other equity awards would immediately
vest and become fully exercisable (x)in the event a change of
control transaction is pending, for a period
of six months following the date of termination, and (y)in the
event a change of control transaction is not then pending, for
the period of time set forth in the applicable agreement
evidencing the award.
The foregoing description of the Agreement is only a summary,
does not purport to be complete and is qualified in its
entirety by reference to the Agreement, which is filed as
Exhibit10.1 hereto and incorporated herein by reference.
|
Item 9.01 |
Financial Statements and Exhibits |
(d)Exhibits
|
10.1 |
Amended and Restated Executive Agreement by and between |
About ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV)
ContraVir Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on the development of antiviral drugs for the treatment of Hepatitis B virus (HBV) infections. The Company develops a range of compounds to treat HBV infection, which include CMX157 and CRV431. The Company is also developing an antiviral asset, FV-100. The Company’s CMX157 is a lipid acyclic nucleoside phosphonate that delivers intracellular concentrations of the active antiviral agent tenofovir diphosphate. The Company has completed a Phase I clinical trial of CMX157. The Company’s CRV431 drug candidate is designed to target cyclophilins, which are a class of proteins. CRV431 inhibits the role of host cyclophilins and interferes in the propagation of the viruses. The Company’s FV-100 is an orally available, small molecule, nucleoside analogue pro-drug of CF-1743, which is used for the treatment of herpes zoster. It has developed FV-100 for the treatment of shingles. ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV) Recent Trading Information
ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV) closed its last trading session down -0.001 at 0.664 with 438,572 shares trading hands.
