REACTIVE MEDICAL INC. (OTCMKTS:RMED) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement |
Consultancy Agreement
Effective March 22, 2017, Reactive Medical, Inc. (the
Company) entered into a Consultancy Agreement
with Dr. Saoirse O’Sullivan, PhD (the Consultancy
Agreement). to the terms of the Agreement, Dr.
O’Sullivan will provide the Company with consulting services in
connection with the development of technology and intellectual
property for developing a leading position for plant and
synthetic derived cannabinoid therapeutics for human clinical
trials. Dr. O’Sullivan will provide the Company with consulting
services and be compensated on a work order basis, the first work
order to begin effective March 22, 2017, for which he will be
compensated 1,600 per calendar month, for a commitment of one (1)
day of consultancy time per week, and additional fees of 200 per
on-half (1/2) day worked above and beyond the base commitment of
one (1) consultancy day per week, the additional days not to
exceed six(6) days per calendar month.
The foregoing description of the Consultancy Agreement contained
herein does not purport to be complete and is qualified in its
entirety by reference to the full text of the Consultancy
Agreement filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Employment Agreement
On April 3, 2017, the Company entered into an employment
agreement with Gregory D. Gorgas (the Employment
Agreement), to which Mr. Gorgas will serve as the
Companys President Chief Executive Officer. to the terms of the
Employment Agreement, beginning on the date (the Funding
Date) on which the Companys attains funding, either in
the form of debt or equity, either in one or more transactions,
in excess of $5,000,000, Mr. Gorgas will receive an annual base
salary of $250,000 (the Base Salary), payable
periodic installments of no less than twice monthly and shall be
reviewed by the Companys Board of Directors or its Compensation
Committee (the Compensation Committee).
Beginning in the fiscal year following the Funding Date, Mr.
Gorgas will be eligible to receive an annual bonus, as approved
by the Compensation Committee, based on achievement of the
Companys performance goals; the initial target bonus has been set
at 50% of Mr. Gorgas Base Salary, but may be higher or lower as
determined by the Compensation Committee and is to be paid within
two and half months after the end of the applicable fiscal year.
The Employment Agreement provides that Mr. Gorgas employment is
at-will and, unless otherwise provided for, the Employment
Agreement may be terminated by either Mr. Gorgas or the Company
by providing the other party at least 30 days notice. If the
Employment Agreement is terminated for Cause or Without Good
Reason, each as defined in the Employment Agreement, Mr. Gorgas
would be eligible to receive: (i) accrued but unpaid Base Salary;
(ii) accrued but unused vacation; (iii) reimbursement for any
unreimbursed business expenses; and (iv) any employee benefits he
may have been entitled to prior to termination of the Employment
Agreement (collectively, the Accrued Amounts).
If the Employment Agreement is terminated Without Cause or for
Good Reason, Mr. Gorgas shall be eligible to receive the Accrued
Amounts and, subject to his execution of a release of claims in
favor of the Company, he will also be eligible to receive
additional compensation as set forth in Section 5.3 of the
Employment Agreement.
The foregoing description of the Employment Agreement contained
herein does not purport to be complete and is qualified in its
entirety by reference to the full text of the Employment
Agreement filed as Exhibit 10.2 hereto and is
incorporated herein by reference.
Securities Purchase Agreement
In connection with the appointment of Mr. Gorgas as the Companys
President CEO, on April 3, 2017, the Company entered into a
Securities Purchase Agreement (the Securities Purchase
Agreement) with Mr. Gorgas to which the Company sold to
Mr. Gorgas 1,760,000 shares of the Companys common stock (the
Shares) for an aggregate purchase price of
$1,760 (the Purchase Price), or $0.001 per
share. to the terms of the Securities Purchase Agreement, if Mr.
Gorgas employment is terminated prior to the one year anniversary
of the Employment Agreement, he will be required to sell back to
the Company all of the Shares in return for the Purchase Price;
if Mr. Gorgas employment is terminated after the one year
anniversary of the Employment Agreement and prior to the two year
anniversary, he will be required to sell back to the Company 75%
of the Shares for 75% of the Purchase Price; if Mr. Gorgas
employment is terminated after the two year anniversary of the
Employment Agreement and prior to the three year anniversary, he
will be required to sell back to the Company 50% of the Shares
for 50% of the Purchase Price; if Mr. Gorgas employment is
terminated after the three year anniversary of the Employment
Agreement and prior to the four year anniversary, he will be
required to sell back to the Company 25% of the Shares for 25% of
the Purchase Price and after the four year anniversary of the
Employment Agreement Mr. Gorgas will not be required to sell back
any of the Shares.
The Company intends to use the proceeds from the sale of the
Shares for general working purposes. The Shares have not been
registered under the Securities Act of 1933, as amended (the
Securities Act) and may not be offered or sold
absent registration or an applicable exemption from registration.
The foregoing description of the Securities Purchase Agreement
contained herein does not purport to be complete and is qualified
in its entirety by reference to the full text of the Securities
Purchase Agreement filed as Exhibit 10.3 hereto
and is incorporated herein by reference.
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Item 3.02 |
Unregistered Sales of Equity Securities |
The information disclosed in Item 1.01 – Securities
Purchase Agreement is incorporated by reference
into this Item 3.02.
The sale of the Shares described in this Current Report on Form
8-K has been conducted in reliance from exemptions from the
registration requirements afforded by, among others, Section
4(a)(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder as a transaction by an issuer not
involving a public offering.
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Item 5.02 |
Departure of Directors or Certain Officers: |
On April 3, 2017, Mr. Peter O’Brien resigned his positions as
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer and was appointed Senior Vice President –
European Operations. Mr. OBriens resignation was not a result of
any disagreement between the Company and Mr. OBrien.
On April 3, 2017 the Companys board of directors (the
Board) increased the size of the Board to two
(2) members and appointed Gregory Gorgas as a member of the Board
and as Companys the President, Chief Executive Officer, Chief
Financial Officer, Secretary and Treasurer.
Gregory Gorgas, Age 54 President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer and
Director
Prior to joining the Company, Mr. Gorgas was Senior Vice
President, Commercial and Corporate Officer at Mast Therapeutics
(NYSE: MSTX) from July 2011 to January 2017 with commercial
leadership accountability and business development
responsibilities for the hematology, oncology and cardiovascular
development programs. In addition, he performed a key role in
helping the company raise over $50M in new capital.
From November 2009 to July 2011, Mr. Gorgas was Managing Director
at Theragence, Inc., a privately-held company he co-founded, that
applies proprietary computational intelligence to mine and
analyze clinical data.
From November 2008 to July 2011, Mr. Gorgas also served as an
independent consultant, providing commercial and business
development consulting services to pharmaceutical, biotechnology
and medical device companies.
From 1997 to October 2008, Mr. Gorgas held several positions with
Biogen Idec Inc. (NASDAQ: BIIB), most recently, from March 2006
to October 2008, as Senior Director, Global and U.S. Marketing
with responsibility for the strategic vision and operational
commercialization of the companys worldwide cancer business. In
this role, he hired and led the team in marketing, operations,
project management, and business development in Europe and the
US. Before such time, he had increasing responsibilities in
marketing, sales, commercial operations, and project team and
alliance management.
Mr. Gorgas currently serves as director at Theragence and on the
advisory board at Klotho Therapeutics. He holds an M.B.A. from
the University of Phoenix and a B.A. in economics from California
State University, Northridge.
The Company believes that Mr. Gorgas’ professional background
and experience in the biotechnology industry and assisting
companies in financing efforts give him the qualifications and
skills necessary to serve as the Companys President, Chief
Executive Officer, Chief Financial Officer, Secretary, Treasurer
and a member of the Board.
There are no family relationships between our new officers and/or
directors. There have been no transactions between our company
and Mr. Gorgas since the Companys last fiscal year which would be
required to be reported herein.
Our Board now consists of Gregory Gorgas and Peter O’Brien.
The information disclosed in Item 1.01 – Employment
Agreement and Item 1.01 – Securities
Purchase Agreement are incorporated by reference
into this Item 5.02.
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Item 9.01 |
Financial Statement and Exhibits |
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
Consultancy Agreement between Reactive Medical, Inc. and |
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10.2 |
Employment Agreement between Reactive Medical, Inc. and |
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10.3 |
Securities Purchase Agreement between Reactive Medical, |
About REACTIVE MEDICAL INC. (OTCMKTS:RMED)
Reactive Medical Inc., formerly Knight Knox Development Corp., is a shell company. The Company intends to develop an online business using its domain, www.offeritnow.com. The Company focuses on selling advertisement space to third party Websites; charging a fee for a product or service each time an item is sold from the classified section, and charging a fee for a product or service each time a customer sells an item on the auction section of its Website. The Company’s Website will offer secure registrationReactive Medical Inc., formerly Knight Knox Development Corp., incorporated on May 2, 2011, is a shell company. The Company intends to develop an online business using its domain, www.offeritnow.com. The Company focuses on selling advertisement space to third-party Websites; charging a fee for a product or service each time an item is sold from the classified section, and charging a fee for a product or service each time a customer sells an item on the auction section of its Website.