Attached files
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) January 4, 2017
INNOVUS PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52991
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90-0814124
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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9171 Towne Centre
Drive, Suite 440, San Diego, CA
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92122
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 964-5123
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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Section 5 – Corporate Governance and Management
Item 5.02 – Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers
(c) Appointment of Officer
On
January 4, 2017, the Company signed an employment agreement with
Randy Berholtz, MBA, JD to become the Executive Vice President,
Corporate Development and General Counsel of the Company. He will
also become the Secretary of the Company. Mr. Berholtz will begin
his position on January 9, 2017. Mr. Berholtz had previously been a
part-time consultant for the Company from July 2013 to mid-May
2016.
Mr.
Berholtz was recently the founding partner of the Sorrento Valley
Law Group, a healthcare and life sciences law firm. Previously,
from 2011 to 2013, he was the Executive Vice President, General
Counsel and Secretary of Apricus Biosciences, Inc., a biotechnology
company (Nasdaq:APRI); from 2004 to 2010, he was the Vice
President, General Counsel and Secretary of the ACON Group of
private U.S. and Chinese life science companies; from 2003 to 2004,
he was the Chief Operating Officer and General Counsel to Inglewood
Ventures, a life sciences venture capital firm; and from 2000 to
2003, he held multiple titles and rose to become the Acting General
Counsel and Secretary of Nanogen, Inc., a genomics tools company
(Nasdaq:NGEN). From 1992 to 2000, Mr. Berholtz was in private
practice with law firms in New York and San Diego and from 1990 to
1991, he was a law clerk to Judge Jerry E. Smith on the U.S. Court
of Appeals for the Fifth Circuit.
Mr.
Berholtz is a member of the board of directors of Hispanica
International Delights of America, Inc., an ethnic food company
(OTC:HISP) and Larada Health, Inc., a private company in the
medical supply business and is a Senior Advisor to Mesa Verde
Ventures, a life sciences venture capital firm. Mr. Berholtz
received his B.A. from Cornell University, his M.Litt. from Oxford
University where he was a Rhodes Scholar, his J.D. from Yale
University and his M.B.A. from the University of San
Diego.
The
Company and Mr. Berholtz entered into an employment agreement,
effective, January 9, 2017 wherein Mr. Berholtz will receive an
annual base salary of $280,000 as well as an annual bonus based on
personal performance and as approved by the Board of Directors. The
target bonus amount is 35% of his annual base salary. Mr. Berholtz
will also receive Restricted Stock Units (“RSU”)
covering 2,000,000 shares of the Company’s common stock;
666,666 of which will vest after one year of employment. The
remaining RSU’s will vest in eight equal quarterly
installments over two years of continued service. The employment
agreement is filed herewith as Exhibit 10.1.
There
are no family relationships between Mr. Berholtz and any of the
directors and executive officers of the Company. There are no
transactions with the Company in which Mr. Berholtz has an interest
requiring disclosure under Item 404(a) of Regulation
S-K.
Item 7.01 – Regulation FD Disclosure: Berholtz Agreement
and Corporate Presentation
On
January 6, 2017, the Innovus Pharmaceuticals, Inc., (the
“Company”) issued a press release announcing Mr.
Berholtz’s appointment as Executive Vice President, Corporate
Development and General Counsel, a copy of which is attached hereto
as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date
hereof, except as expressly set forth by specific reference in such
filing.
On
January 6, 2017, the Company provided an update to its corporate
presentation. The presentation will be available on the
Company’s website at www.innovuspharma.com and
filed herewith as Exhibit 99.2.
The
information set forth in this Item 7.01, including Exhibit 99.2, is
being furnished pursuant to Item 7.01 and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act ”), or otherwise subject to the liabilities
of that Section, and it shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or under the Exchange Act, whether made before or after
the date hereof, except as expressly provided by specific reference
in such a filing.
By
filing this Current Report on Form 8-K and furnishing the
information in this Item 7.01, the Company makes no admission as to
the materiality of Item 7.01 in this report or the presentation
attached hereto as Exhibit 99.2. The information contained in the
presentation is summary information that is intended to be
considered in the context of the Company’s filings with the
SEC and other public announcements that the Company makes, by press
release or otherwise, from time to time. The Company undertakes no
duty or obligation to publicly update or revise the information
contained in this Item, although it may do so from time to time as
its management believes is appropriate. Any such updating may be
made through the filing of other reports or documents with the SEC,
through press releases or through other public
disclosure.
The
Company cautions you that the presentation attached hereto as
Exhibit 99.2 contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act, as amended.
Statements in the presentation that are not purely historical are
forward-looking statements including, but not limited to, the
Company’s ability to execute its business plan, obtain
regulatory approval for products under development, enter into
partnering agreements, realize revenue and pursue growth
opportunities, some of which are outside the control of the
Company. Readers and attendees are cautioned not to
place undue reliance on these forward-looking statements as actual
results could differ materially from the forward-looking statements
contained herein. Attendees are urged to read the risk factors set
forth in the Company’s most recent annual report on Form
10-K, subsequent quarterly reports filed on Form 10-Q and its most
recent SEC filings. Company disclaims any intention to
update this presentation.
Section 8 – Other Events
Item 8.01 Other Events
On January 5, 2017, the Company learned from its manufacturer that
the ANDA approval by the FDA for its drug candidate
FlutiCare™ had not occurred as of the date hereof but that it
remained a high priority for them in 2017. Management currently
expects to launch FlutiCare™ in the US in the second half of
2017.
Section 9 – Financial Statements and
Exhibits
Item 9.01 Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release
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99.2
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Corporate
Presentation
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10.1
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Berholtz
Employment Agreement
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SIGNATURES
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 hereunto duly authorized.
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January 6,
2017
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INNOVUS
PHARMACEUTICALS, INC.
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By:
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/s/ ROBERT E.
HOFFMAN
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Robert E.
Hoffman
Executive
Vice President, Chief Financial Officer
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