Mateon Therapeutics Inc (OTCMKTS:MATN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 5.02 of this Current Report on Form 8-K/A with respect to certain consulting arrangements and Mateon Therapeutics, Inc.’s (the “Company”) relationships with Mr. King and Dr. Maida are incorporated by reference in response to this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported by the Company, on May 11, 2020, Steven W. King and Anthony E. Maida, III were appointed to the Board of Directors effective that same date. Mr. King and Dr. Maida will each serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified.
Artius Consulting Agreement
On March 9, 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. King is the Managing Member, entered into an amendment to the Consulting Agreement dated December 1, 2018, under which Artius agreed to serve as a consultant to the Company for services related to the Company’s business from time to time, effective December 1, 2019 (the “Effective Date”) (the “Artius Agreement”). In connection with the Artius Agreement, Mr. King also agreed to assist the Company with strategic advisory services with respect to transactional and operational contracts, budgetary input, among other matters in connection with the formation of a new business unit to develop AI and Blockchain Driven Vision Systems (“EdgePoint AI”), for which Mr. King is Chief Executive Officer.
Under the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors and to the Company’s 2017 Equity Incentive Plan, 148,837 restricted shares of the Company’s common stock, par value $.01 per share (“Common Stock”), in addition to a 30% pre-financing ownership stake in EdgePoint AI. The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company.
Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Effective Date. The Artius Agreement will automatically renew one year from the Effective Date, unless the Parties agree to terminate the Artius Agreement at that time.
The Artius Agreement is filed with this Current Report on Form 8-K/A as Exhibit 10.1.
Maida Consulting Agreement
Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials.
to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares of the Company’s Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company.
Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice.
The Maida Agreement is filed with this Current Report on Form 8-K/A as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. | Description |
| 10.1 | Consulting Agreement by and between the Company and Artius, dated March 9, 2020. |
| 10.2 | Consulting Agreement by and between the Company and Dr. Maida, dated May 5, 2020. |
MATEON THERAPEUTICS INC Exhibit
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About Mateon Therapeutics Inc (OTCMKTS:MATN)
Mateon Therapeutics, Inc., formerly OXiGENE, Inc., is a biopharmaceutical company. The Company is focused on the development of vascular disrupting agents (VDAs) for the treatment of cancer. The Company is engaged in developing two clinical stage investigational drugs: VDAs-CA4P and OXi4503. Its lead compound is CA4P, which is also known as combretastatin A4-phosphate, fosbretabulin tromethamine, fosbretabulin and ZYBRESTAT. VDAs selectively targets the vasculature of cancer tumors and obstructs a tumor’s blood supply without disrupting the blood supply to normal tissues. VDAs are in a class of drugs called vascular targeted therapies (VTTs), which also includes anti-angiogenic agents (AAs). CA4P is a reversible tubulin binding agent that selectively targets the endothelial cells that make up the blood vessel walls in solid tumors. The Company is pursuing the development of a product candidate, OXi4503, which is a dual-mechanism VDA.