INNOVUS PHARMACEUTICALS, INC. (OTCMKTS:INNV) 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
(c) Appointment of Officer
On January 4, 2017, the Company signed an employment agreement
with Randy Berholtz, MBA, JD to become the Executive Vice
President, Corporate Development and General Counsel of the
Company. He will also become the Secretary of the Company. Mr.
Berholtz will begin his position on January 9, 2017. Mr. Berholtz
had previously been a part-time consultant for the Company from
July 2013 to mid-May 2016.
with Randy Berholtz, MBA, JD to become the Executive Vice
President, Corporate Development and General Counsel of the
Company. He will also become the Secretary of the Company. Mr.
Berholtz will begin his position on January 9, 2017. Mr. Berholtz
had previously been a part-time consultant for the Company from
July 2013 to mid-May 2016.
Mr. Berholtz was recently the founding partner of the Sorrento
Valley Law Group, a healthcare and life sciences law firm.
Previously, from 2011 to 2013, he was the Executive Vice
President, General Counsel and Secretary of Apricus Biosciences,
Inc., a biotechnology company (Nasdaq:APRI); from 2004 to 2010,
he was the Vice President, General Counsel and Secretary of the
ACON Group of private U.S. and Chinese life science companies;
from 2003 to 2004, he was the Chief Operating Officer and General
Counsel to Inglewood Ventures, a life sciences venture capital
firm; and from 2000 to 2003, he held multiple titles and rose to
become the Acting General Counsel and Secretary of Nanogen, Inc.,
a genomics tools company (Nasdaq:NGEN). From 1992 to 2000, Mr.
Berholtz was in private practice with law firms in New York and
San Diego and from 1990 to 1991, he was a law clerk to Judge
Jerry E. Smith on the U.S. Court of Appeals for the Fifth
Circuit.
Valley Law Group, a healthcare and life sciences law firm.
Previously, from 2011 to 2013, he was the Executive Vice
President, General Counsel and Secretary of Apricus Biosciences,
Inc., a biotechnology company (Nasdaq:APRI); from 2004 to 2010,
he was the Vice President, General Counsel and Secretary of the
ACON Group of private U.S. and Chinese life science companies;
from 2003 to 2004, he was the Chief Operating Officer and General
Counsel to Inglewood Ventures, a life sciences venture capital
firm; and from 2000 to 2003, he held multiple titles and rose to
become the Acting General Counsel and Secretary of Nanogen, Inc.,
a genomics tools company (Nasdaq:NGEN). From 1992 to 2000, Mr.
Berholtz was in private practice with law firms in New York and
San Diego and from 1990 to 1991, he was a law clerk to Judge
Jerry E. Smith on the U.S. Court of Appeals for the Fifth
Circuit.
Mr. Berholtz is a member of the board of directors of Hispanica
International Delights of America, Inc., an ethnic food company
(OTC:HISP) and Larada Health, Inc., a private company in the
medical supply business and is a Senior Advisor to Mesa Verde
Ventures, a life sciences venture capital firm. Mr. Berholtz
received his B.A. from Cornell University, his M.Litt. from
Oxford University where he was a Rhodes Scholar, his J.D. from
Yale University and his M.B.A. from the University of San Diego.
International Delights of America, Inc., an ethnic food company
(OTC:HISP) and Larada Health, Inc., a private company in the
medical supply business and is a Senior Advisor to Mesa Verde
Ventures, a life sciences venture capital firm. Mr. Berholtz
received his B.A. from Cornell University, his M.Litt. from
Oxford University where he was a Rhodes Scholar, his J.D. from
Yale University and his M.B.A. from the University of San Diego.
The Company and Mr. Berholtz entered into an employment
agreement, effective, January 9, 2017 wherein Mr. Berholtz will
receive an annual base salary of $280,000 as well as an annual
bonus based on personal performance and as approved by the Board
of Directors. The target bonus amount is 35% of his annual base
salary. Mr. Berholtz will also receive Restricted Stock Units
(RSU) covering 2,000,000 shares of the Companys common stock;
666,666 of which will vest after one year of employment. The
remaining RSUs will vest in eight equal quarterly installments
over two years of continued service. The employment agreement is
filed herewith as Exhibit 10.1.
agreement, effective, January 9, 2017 wherein Mr. Berholtz will
receive an annual base salary of $280,000 as well as an annual
bonus based on personal performance and as approved by the Board
of Directors. The target bonus amount is 35% of his annual base
salary. Mr. Berholtz will also receive Restricted Stock Units
(RSU) covering 2,000,000 shares of the Companys common stock;
666,666 of which will vest after one year of employment. The
remaining RSUs will vest in eight equal quarterly installments
over two years of continued service. The employment agreement is
filed herewith as Exhibit 10.1.
There are no family relationships between Mr. Berholtz and any of
the directors and executive officers of the Company. There are no
transactions with the Company in which Mr. Berholtz has an
interest requiring disclosure under Item 404(a) of Regulation
S-K.
the directors and executive officers of the Company. There are no
transactions with the Company in which Mr. Berholtz has an
interest requiring disclosure under Item 404(a) of Regulation
S-K.
Item 7.01 Regulation FD Disclosure: Berholtz Agreement and
Corporate Presentation
Corporate Presentation
On January 6, 2017, the Innovus Pharmaceuticals, Inc., (the
Company) issued a press release announcing Mr. Berholtzs
appointment as Executive Vice President, Corporate Development
and General Counsel, a copy of which is attached hereto as
Exhibit 99.1.
Company) issued a press release announcing Mr. Berholtzs
appointment as Executive Vice President, Corporate Development
and General Counsel, a copy of which is attached hereto as
Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is
being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall
it be deemedincorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date
hereof, except as expressly set forth by specific reference in
such filing.
being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall
it be deemedincorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date
hereof, except as expressly set forth by specific reference in
such filing.
On January 6, 2017, the Company provided an update to its
corporate presentation. The presentation will be available on the
Companys website atwww.innovuspharma.comand filed herewith as
Exhibit 99.2.
corporate presentation. The presentation will be available on the
Companys website atwww.innovuspharma.comand filed herewith as
Exhibit 99.2.
The information set forth in this Item 7.01, including Exhibit
99.2, is being furnished to Item 7.01 and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that Section, and it shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or under the Exchange Act, whether made
before or after the date hereof, except as expressly provided by
specific reference in such a filing.
99.2, is being furnished to Item 7.01 and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that Section, and it shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or under the Exchange Act, whether made
before or after the date hereof, except as expressly provided by
specific reference in such a filing.
By filing this Current Report on Form 8-K and furnishing the
information in this Item 7.01, the Company makes no admission as
to the materiality of Item 7.01 in this report or the
presentation attached hereto as Exhibit 99.2. The information
contained in the presentation is summary information that is
intended to be considered in the context of the Companys filings
with the SEC and other public announcements that the Company
makes, by press release or otherwise, from time to time. The
Company undertakes no duty or obligation to publicly update or
revise the information contained in this Item, although it may do
so from time to time as its management believes is appropriate.
Any such updating may be made through the filing of other reports
or documents with the SEC, through press releases or through
other public disclosure.
information in this Item 7.01, the Company makes no admission as
to the materiality of Item 7.01 in this report or the
presentation attached hereto as Exhibit 99.2. The information
contained in the presentation is summary information that is
intended to be considered in the context of the Companys filings
with the SEC and other public announcements that the Company
makes, by press release or otherwise, from time to time. The
Company undertakes no duty or obligation to publicly update or
revise the information contained in this Item, although it may do
so from time to time as its management believes is appropriate.
Any such updating may be made through the filing of other reports
or documents with the SEC, through press releases or through
other public disclosure.
The Company cautions you that the presentation attached hereto as
Exhibit 99.2 contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act, as
amended. Statements in the presentation that are not purely
historical are forward-looking statements including, but not
limited to, the Companys ability to execute its business plan,
obtain regulatory approval for products under development, enter
into partnering agreements, realize revenue and pursue growth
opportunities, some of which are outside the control of the
Company.Readers and attendees are cautioned not to place undue
reliance on these forward-looking statements as actual results
could differ materially from the forward-looking statements
contained herein. Attendees are urged to read the risk factors
set forth in the Companys most recent annual report on Form 10-K,
subsequent quarterly reports filed on Form 10-Q and its most
recent SEC filings.Company disclaims any intention to update this
presentation.
Exhibit 99.2 contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act, as
amended. Statements in the presentation that are not purely
historical are forward-looking statements including, but not
limited to, the Companys ability to execute its business plan,
obtain regulatory approval for products under development, enter
into partnering agreements, realize revenue and pursue growth
opportunities, some of which are outside the control of the
Company.Readers and attendees are cautioned not to place undue
reliance on these forward-looking statements as actual results
could differ materially from the forward-looking statements
contained herein. Attendees are urged to read the risk factors
set forth in the Companys most recent annual report on Form 10-K,
subsequent quarterly reports filed on Form 10-Q and its most
recent SEC filings.Company disclaims any intention to update this
presentation.
Section 8 Other Events
Item 8.01 Other Events
On January 5, 2017, the Company learned from its manufacturer
that the ANDA approval by the FDA for its drug candidate
FlutiCare had not occurred as of the date hereof but that it
remained a high priority for them in 2017. Management currently
expects to launch FlutiCare in the US in the second half of 2017.
that the ANDA approval by the FDA for its drug candidate
FlutiCare had not occurred as of the date hereof but that it
remained a high priority for them in 2017. Management currently
expects to launch FlutiCare in the US in the second half of 2017.
Section 9 Financial Statements and Exhibits
Item 9.01 Exhibits
|
Exhibit Number
|
Description
|
|
99.1
|
Press Release
|
|
99.2
|
Corporate Presentation
|
|
10.1
|
Berholtz Employment Agreement
|
About INNOVUS PHARMACEUTICALS, INC. (OTCMKTS:INNV)
Innovus Pharmaceuticals, Inc. is a pharmaceutical company engaged in the commercialization, licensing, and development of non-prescription medicine and consumer care products to improve men’s and women’s health and vitality and respiratory diseases. The Company markets approximately five products in the United States and six in a range of countries around the world through its commercial partners. It has commercial agreements in over 60 countries around the world through its commercial partners. Its marketed products include Zestra, EjectDelay, Sensum+, Zestra Glide, Vesele and Androferti. In addition, the Company has a pipeline of over three additional products, including FlutiCare Over-The-Counter (OTC) for Allergic Rhinitis; Urocis XR, an extended release of Vaccinium Marcocarpon (cranberry), and AndroVit, a supplement to support overall prostate and male sexual health, which is marketed in Europe. INNOVUS PHARMACEUTICALS, INC. (OTCMKTS:INNV) Recent Trading Information
INNOVUS PHARMACEUTICALS, INC. (OTCMKTS:INNV) closed its last trading session up +0.010 at 0.200 with 139,952 shares trading hands.
