Attached files
| file | filename |
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| EX-10.1 - EMPLOYMENT AGREEMENT - Neogenix Oncology Inc | v211642_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 9, 2011
NEOGENIX
ONCOLOGY, INC.
(Exact
name of Registrant as Specified in its Charter)
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Maryland
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0-53963
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16-1697150
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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445
Northern Boulevard, Suite 24
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11021
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Great
Neck, NY
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(Zip
Code)
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(Address
of Principal Executive Offices)
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(516)
482-1200
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2-(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 9, 2011, we
appointed Albine Martin, Ph.D, as Chief Operating Officer of the
Company.
Dr. Martin, age 51, served from 2009 to
2011 as a Managing Partner of Adjuvant Global Advisors, LLC, a life
sciences commercial strategy and business development consulting
firm. During this period she was responsible for management
consulting and operational implementation on behalf of biotechnology,
pharmaceutical, diagnostic/life science, and private sector funding
programs. From 2000 to 2008, she held multiple roles at Compugen Inc.,
a drug and diagnostic product candidate discovery company, most recently as
Vice President Strategic Alliances and Licensing. Since September 2010, she has
served as a consultant to us through Adjuvant Global Advisors.
In connection with the appointment of
Dr. Martin, we entered into an employment agreement (the “Agreement”) with Dr.
Martin, effective February 9, 2011. The Agreement has no time-based
term and is terminable without cause by the Company or Dr. Martin on 30 days
prior written notice and immediately upon cause or good reason by the Company
and Dr. Martin, respectively (as those terms are defined in the
Agreement). The Agreement provides an initial base salary of $250,000
and for possible annual performance bonuses of up to 50% of annual base salary
upon achievement of certain performance objectives to be determined by the
Company (in consultation with Dr. Martin). The Agreement also
provides, subject to the satisfaction of certain conditions by Dr. Martin, for a
bonus (the “Bonus”) of up to $3.5 million in the event of (i) a Change of
Control (as defined below) or (ii) an underwritten initial public offering of
our stock (an “IPO”). Dr. Martin’s right to payment of the Bonus is
subject to certain vesting over time, provided that the Bonus is fully vested if
the Company terminates her without cause or she resigns for good
reason. In addition, to earn the Bonus payable upon a IPO, Dr. Martin
must remain employed by the Company on the date of the IPO (a “Qualifying
IPO”). If Dr. Martin earns the Bonus on a Qualifying IPO, half of the
Bonus will be payable in the Company’s Common Stock (based on the per share
price in the Qualifying IPO) and one third of the remaining shares will be
issued only upon the 12th and
18th
months following the Qualifying IPO. For purposes of the Agreement, a
“Change of Control” is defined as the sale by the shareholders of the Company of
shares of capital stock of the Company representing at least 50% of the voting
power of the Company or all or substantially all of its assets that constitutes
a change in the ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company as described in
Section 409A(a)(2)(A)(v) of the Internal Revenue Code.
Pursuant
to the terms of the Agreement, Dr. Martin will be subject to a non-competition
and non-solicitation period of 1 year following termination for any reason, and
all of Dr. Martin’s inventions and related intellectual property rights and
licenses developed during the term of her employment are the exclusive property
of the Company. Dr. Martin will be eligible for the following
severance benefits if she is terminated (other than for cause) or resigns for
good reason, subject to her executing a release of claims: (i) she will receive
an amount equal to 12 months of her then current base salary, (ii) the Company
will provide health insurance for 12 months after termination of employment
provided Dr. Martin makes an effective COBRA election, and (iii) if the Company
has consummated an IPO of its stock prior to the date 18 months after such
termination of employment, but has not had a Change of Control before that date
or before the date of Dr. Martin’s termination of employment, the Company will
pay Dr. Martin on the date 18 months after termination of the employment,
subject to the satisfaction of certain conditions by Dr. Martin, $3.5 million,
one-half in cash and one-half in stock (equal to $1.75 million divided by the
per share price of the Company’s stock in the IPO), in lieu of payment being
made at the time of a subsequent Change of Control. In addition, Dr.
Martin will be entitled to participate in the Company’s standard benefits plans
and policies. A copy of the Agreement is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 8.01. Other
Events.
On February 2, 2011, we closed a
capital raise of $544,587.50 through the sale of 43,567 shares of our common
stock at a price per share of $12.50 in a private placement.
-2-
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
See Index to Exhibits attached
hereto.
Certain
statements in this report are forward looking in nature or “forward looking
statements” as defined in the Private Securities Litigation Reform Act of
1995. When used herein, the words “anticipate,” “expect,” “believe,”
“intend,” “plan” and “estimate” and similar expressions as they relate to us or
our management, are intended to identify forward looking
statements. Such statements are based on current expectations about
future events, which we have derived from information currently available to us,
and involve a number of risks, uncertainties, and other factors that could cause
the amendments to the clinical trial protocol or our IND, if any, to differ
materially from those stated. A number of those risks, trends and
uncertainties are discussed in the company’s SEC reports, including the
company’s registration of securities on Form 10 and quarterly report on Form
10-Q. Any forward looking statements in this report should be
evaluated in light of these important risk factors. Any forward
looking statement speaks only as of the date of this report and, except to the
extent required by applicable securities laws, the company expressly disclaims
any obligation to update or revise any of them to reflect actual results, any
changes in expectations or any changes in events. If the company does
update one or more forward looking statements, no inference should be drawn that
it will make additional updates with respect to those or any other forward
looking statements.
-3-
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunder
duly authorized.
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NEOGENIX
ONCOLOGY, INC.
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By:
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/s/ Dr. Philip
Arlen
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Dr.
Philip Arlen
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Chief
Executive
Officer
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Date: February
15, 2011
-4-
Index
to Exhibits
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Exhibit
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Number
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Description
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10.1
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Employment
Agreement dated as of February 9, 2011 by and between Neogenix Oncology,
Inc. and Albine Martin
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-5-