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 OfficersItem 5.02.
As previously reported, on May 10, 2017, the Board of Directors of Ohr Pharmaceutical, Inc. (the “Company”) elected Hon. Michael A. Ferguson as a director of the Company and Chairman of the Board.In connection with his election, the Compensation Committee of the Board of Directors approved a grant of stock options to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.65 per share (the “Grant”) to the Company’s 2016 Consolidated Stock Incentive Plan (the “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 Board of Directors determined that the Grant exceeded the limit of 500,000 shares of the Company’s common stock which may be granted per calendar year to any participant under the Plan by 250,000 shares and the Grant should be amended to adjust the unvested portion of the Grant. to its authority under Article XVIII of the Plan, the Compensation Committee of the Board of Directors determined that 250,000 of the 500,000 unvested options would be rescinded and canceled, resulting in an amended award to Mr. Ferguson of options to purchase of 500,000 shares of the Company’s common stock (the “Amended Grant”). Under the Amended Grant, options to purchase 125,000 shares will vest on both the first and second year anniversaries of the date of grant (May 12, 2018 and May 12, 2019). Mr. Ferguson is in full agreement with this action. In addition, the Board of Directors reviewed past executive and director equity awards under the Plan and determined that there were no other instances in which such limit was exceeded.