IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Effective August 15, 2017, Immune Pharmaceuticals Inc. (the “Company”) appointed Tony Fiorino, MD, PhD to the joint position of Chief Medical Officer and Chief Operating Officer.
The Company and Dr. Fiorino entered an employment agreement dated August 14, 2017 (the “Employment Agreement”) which provides that Dr. Fiorino will be entitled to receive an annual base salary of $300,000, which amount will increase to $360,000 following the closing by the Company of one or more subsequent financings with gross proceeds to the Company equal to $5,000,000 in the aggregate. Also, Dr. Fiorino will be eligible to receive annual cash incentive awards in amounts to be determined by the Chief Executive Officer in consultation with the Compensation Committee of the Company’s Board of Directors. The annual cash incentive award will be a minimum of 10% of Dr. Fiorino’s annual base salary. Dr. Fiorino is eligible to participate in all employee benefit plans, programs and arrangements, and all fringe benefits and perquisites that are made available to senior executives of the Company, including health insurance coverage in accordance with the terms of the Company’s health insurance plan.
In addition, to the terms of the Employment Agreement, on August 15, 2017, Dr. Fiorino was awarded options to purchase an aggregate of 90,000 shares of the Company’s common stock, at an exercise price equal to the closing price of the Company’s common stock on the grant date, as reported by The NASDAQ Capital Market, which will vest annually over a three-year period, commencing on the first anniversary of the grant date, subject to acceleration in the event of Change of Control or termination by the Company without Cause (as defined in the Employment Agreement). The award is subject to the Company’s 2015 Equity Incentive Plan (the “Plan”).
The Employment Agreement will terminated upon the death or disability of Dr. Fiorino. In addition, the Company may terminate the Employment Agreement with or without Cause, and Dr. Fiorino may terminate the Employment Agreement for or without Good Reason, in each case, subject to satisfaction of certain notice requirements set out in the Employment Agreement. In the event the Company terminates the Employment Agreement without Cause or Dr. Fiorino terminates the Employment Agreement for Good Reason, Dr. Fiorino is entitled to the following benefits (the “Severance”): (i) Accrued Benefits; (ii) an amount equal to one (1) month of salary multiplied by the number of months in the Severance Period; (iii) an amount equal to Dr. Fiorino’s monthly health insurance premium multiplied by the number of months in the Severance Period (as defined in the Employment Agreement); (iv) an amount equal to the Minimum Bonus for the calendar year in which the termination date occurs; and (v) an amount equal to Dr. Fiorino’s Performance Bonus for the calendar year in which the termination date occurs pro-rated based upon the portion of the year completed prior to the termination date and computed as if all applicable standards and goals had been met in full. In each case, payment is contingent upon Dr. Fiorino’s of a release that is satisfactory to the Company in form and in substance. The Employment Agreement does not provide for any payments in the event that it is terminated by the Company for Cause or by Dr. Fiorino without Good Reason.
If the Company terminates the Employment Agreement without Cause, or if Dr. Fiorino terminates the Employment Agreement for Good Reason, one half (50%) of unvested stock options granted to Dr. Fiorino vest immediately.
The foregoing description of the Employment Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement with Dr. Fiorino, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There is no family relationship between Dr. Fiorino and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. In addition, there are no transactions between the Company and Dr. Fiorino, or any member of either Dr. Fiorino’s immediate family, of the type set forth in Item 404(a) of Regulation S-K.
| Exhibit | Description |
| 10.1 | Employment Agreement, dated August 14, 2017, between Immune Pharmaceuticals Inc. and Dr. Tony Fiorino |
IMMUNE PHARMACEUTICALS INC ExhibitEX-10.1 2 v473687_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 August 14,…To view the full exhibit click here
About IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP)
Immune Pharmaceuticals Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the development and commercialization of targeted therapeutics in the fields of immuno-inflammation and immuno-oncology. The Company’s segment is acquiring, developing and commercializing prescription drug products. Its Immuno-inflammation product pipeline includes bertilimumab, a fully human antibody targeting eotaxin-1, a regulator of immuno-inflammation; a portfolio of immune oncology products, and NanoCyclo, a topical nanocapsule formulation of cyclosporine-A, for the treatment of atopic dermatitis and psoriasis. Its immuno-oncology pipeline includes Ceplene, a small molecule targeting the Histamine-2 Receptor to overcome immunosuppression in Acute Myeloid Leukemia and other malignancies. Azixa and crolibulin are vascular disrupting agents. NanomAbs is a technology platform that allows the targeted delivery of chemotherapeutics into cancer cells.