Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) 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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
Effective May 8, 2017, Ira Greenstein resigned as a director of
Ohr Pharmaceutical, Inc., a Delaware corporation (the Company).
Such resignation was tendered and accepted by the Board of
Directors (the Board) of the Company. Mr. Greensteins resignation
was not the result of any disagreement with the Company, any
matter related to the Companys operations, policies or practices,
the Companys management or the Board.
In connection with his resignation, on May 12, 2017, the Company
executed a Separation Agreement with Mr. Greenstein (the
Separation Agreement). The Separation Agreement provides, among
other things that, in recognition of Mr. Greensteins past
services and contributions to the Company, including, without
limitation, serving as Chairman of the Board since 2007 and
General Counsel since 2015, (i) the Company will pay Mr.
Greenstein a separation payment in the amount of $250,000 (the
Separation Pay), which amount includes all reimbursable business
expenses, and will be paid in five equal annual installments over
a term of five years on or before June 30 of each year,
commencing June 30, 2017, in accordance with Companys regular
payroll practices and less applicable deductions and
withholdings; (ii) each vested stock option of the Company held
by Mr. Greenstein will remain exercisable for the remaining term
of such option; and (iii) each unvested stock option of the
Company held by Mr. Greenstein will fully vest on May 12, 2017
and will remain exercisable for the remaining term of such
option.
The foregoing description of the Separation Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Separation Agreement, a copy of which is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
On May 10, 2017, Hon. Michael A. Ferguson was elected as a
director of the Company and Chairman of the Board to fill the
vacancy on the Board created with the resignation of Mr.
Greenstein. Effective immediately, Mr. Ferguson will serve as a
Class III director and Chairman of the Board, and his initial
term will expire at the Companys 2019 annual meeting of
stockholders. Mr. Ferguson shall also serve as a member of the
compensation committee of the Board of Directors of the
Corporation.
As compensation for his service on the Board, Mr. Ferguson will
receive the Companys standard compensation for non-employee
directors. There are no arrangements or understandings between
Mr. Ferguson and any other persons to which Mr. Ferguson was
named a director of the Company. Mr. Ferguson does not have (i)
any family relationship with any of the Companys directors or
executive officers or any persons nominated or chosen by the
Company to be a director or executive officer or (ii) any direct
or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of
Regulation S-K or Item 5.02(d) of Form 8-K.
In addition, Mr. Ferguson received a grant of nonqualified stock
options to purchase 750,000 shares of common stock of the Company
under the Companys 2016 Consolidated Stock Incentive Plan, of
which (i) options to purchase 250,000 shares of common stock
vested immediately; (ii) options to purchase 250,000 shares of
common stock will vest on May 12, 2018; and (iii) options to
purchase 250,000 shares of common stock will vest on May 12,
2019. The options have an exercise price of $0.65 per share. The
options contain certain scenarios which would result in an
accelerated vesting. The options expire on May 11, 2022.
On May 11, 2017, the Company issued a press release in connection
with the election of Mr. Ferguson and the resignation of Mr.
Greenstein. This press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 10.1 |
Separation Agreement, dated as of May 12, 2017, between Ohr Pharmaceutical, Inc. and Ira Greenstein |
| 99.1 |
Press release, dated May 11, 2017 (incorporated by reference to Exhibit 99.2 to Ohr Pharmaceutical, Incs Current Report on Form 8-K (Commission File No. 001-35963) filed with the Securities and Exchange Commission on May 11, 2017). |
About Ohr Pharmaceutical, Inc. (NASDAQ:OHRP)
Ohr Pharmaceutical, Inc. is a pharmaceutical company focused on the development of therapeutics and delivery technologies for the treatment of ocular disease. The Company’s development pipeline consists of several programs and indications at various stages of development. Its product pipeline includes Squalamine Lactate Ophthalmic Solution 0.2% (Squalamine, also known as OHR-102), SKS Sustained Release Ocular Drug Delivery Platform Technology, Animal Model for Dry- Age-Related Macular Degeneration (AMD) and Non-Ophthalmology Assets. OHR-102 is a therapeutic product that provides a non-invasive therapy to improve vision outcomes. The SKS sustained release technology is designed to develop drug formulations for ocular disease. In the Company’s animal model for dry-AMD, mice are immunized with a carboxyethylpyrrole, which is bound to mouse serum albumin. It also owns various other compounds in earlier stages of development, including the PTP1b inhibitor Trodusquemine and related analogs. Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) Recent Trading Information
Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) closed its last trading session down -0.023 at 0.630 with 218,049 shares trading hands.