DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22 2018, upon the recommendation of the Nominating and Corporate Governance Committee of DelMar Pharmaceuticals, Inc. (the “Company”), the Company’s Board of Directors of appointed Napoleone Ferrara, M.D., age 61, to serve as a director. Dr. Ferrara will hold this position until the 2019 annual meeting of the Company’s stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal. Dr. Ferrara will be compensated to the Company’s standard practice for non-employee directors, including an annual retainer for his service on the board of directors. On June 22, 2018, upon recommendation of the Compensation Committee of the Board of Directors, the Board of Directors approved (i) a grant of 200,000 performance stock units (“PSUs”) representing the right to receive an aggregate of 200,000 shares of the Company’s Common Stock upon vesting of the PSUs based on targets approved by the Company’s Board of Directors related to the Company’s fully diluted market capitalization, ranging from $100 million to $500 million and (ii) a grant of 54,514 options to purchase shares of the Company’s Common Stock to Dr. Ferrara. There are no family relationships between Dr. Ferrara and any other executive officers or directors of the Company. Dr. Ferrara was not appointed as director to any arrangement or understanding with any other person and does not have any reportable transactions under Item 404(a) of Regulation S-K.
The Company entered into an indemnification agreement with Dr. Ferrara (the “Indemnification Agreement”), in the form previously entered into by the Company with each of the Company’s directors and executive officers. The Indemnification Agreement, subject to limitations contained therein, will obligate the Company to indemnify Dr.Ferrara, to the fullest extent permitted by applicable law, for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him in any threatened, pending or completed action, suit, claim, investigation, inquiry, administrative hearing, arbitration or other proceeding arising out of his services as a director. Subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred by the indemnitee, and the repayment to the Company of the amounts advanced to the extent that it is ultimately determined that the indemnitee is not entitled to be indemnified by the Company. The Indemnification Agreement also creates certain rights in favor of the Company, including the right to assume the defense of claims and to consent to settlements. The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders or disinterested directors, or otherwise.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.02.Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Indemnification Agreement. |
DelMar Pharmaceuticals, Inc. ExhibitEX-10.1 2 f8k062218ex10-1_delmarpharma.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement (this “Agreement”) dated as of ___________ _____,…To view the full exhibit click here
About DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI)
DelMar Pharmaceuticals, Inc. is a clinical-stage drug development company. The Company focuses on the treatment of cancer. The Company is engaged in conducting clinical trials in the United States with its product candidate, VAL-083, as a treatment for glioblastoma multiforme (GBM), a form of brain cancer. VAL-083 is being evaluated in a Phase II clinical trial for the treatment of refractory GBM. In addition to its clinical development activities in the United States, the Company has obtained certain commercial rights to VAL-083 in China where it is approved as a chemotherapy for the treatment of chronic myelogenous leukemia (CML) and lung cancer. Its drug discovery research focuses on identifying validated clinical and commercial-stage compounds, and establishing a scientific rationale for development in orphan drug indications. VAL-083 is an alkylating agent, which crosses the blood-brain-barrier (BBB).
