Attached files
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| EX-10.1 - MATERIAL CONTRACTS - INNOVUS PHARMACEUTICALS, INC. | 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): April 10,
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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In this
report, “Innovus Pharmaceuticals,” “Innovus
Pharma,” “the Company”, “we,”
“us” and “our” refer to Innovus
Pharmaceuticals, Inc., and/or one or more of our wholly-owned
subsidiaries, unless the context otherwise provides. Innovus
Pharma® is a registered service mark of Innovus
Pharmaceuticals, Inc.
Item 5.02 – Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers
Rauly
Gutierrez, CPA, our Vice President, Finance, has been promoted to
the position as the Company’s principal financial and
accounting officer and has been named by the Company as a Section
16 executive officer effective as of April 24, 2017.
Mr. Gutierrez was appointed as Vice President, Finance on September
23, 2016. He was recently an Audit Senior Manager at KMJ
Corbin & Company LLP, a regional public accounting firm. Mr.
Gutierrez began his career at KMJ Corbin & Company in 2006 and
mainly serviced clients in the pharmaceutical and life science
industries which included multiple publicly-traded companies with
market caps ranging from $50 million to $2 billion and revenues
ranging from pre-revenue to $125 million. He has a wide range
of experience dealing with SEC 1933 and 1934 Act filings, including
IPOs, reverse mergers, SEC comment letters, Sarbanes-Oxley Act
attestation services and periodic SEC reporting requirements.
His areas of expertise include complex debt and equity
transactions, such as derivatives, convertible instruments, and
stock-based compensation. He also has expertise in accounting for
gross-to-net revenue recognition for pharmaceutical product sales,
pharmacy drug billings and in business combination
transactions. Mr. Gutierrez has led several training sessions
for audit professionals in professional ethics and independence,
PCAOB auditing standards and technical accounting updates. Mr.
Gutierrez received his Bachelor of Science Degree in
Accounting from the Leventhal School of Accounting at the
University of Southern California, and is licensed as a CPA in the
State of California. He is also a member of the AICPA, CalCPA
and the Association for Corporate Growth.
The
Company and Mr. Gutierrez entered into an employment agreement,
effective, September 23, 2016 (the “Employment
Agreement”) wherein Mr. Gutierrez receives an annual base
salary of $200,000 as well as an annual bonus based on personal
performance and as approved by the Board of Directors. The target
bonus amount is 25% of his annual base salary. Mr. Gutierrez also
received Restricted Stock Units (“RSUs”) covering
1,250,000 shares of the Company’s common stock; 312,500 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.
On
April 12, 2017, pursuant to the Employment Agreement and his
additional duties with the Company, the Board of Directors approved
an additional grant to Mr. Gutierrez of 500,000 RSUs on April 24,
2017, which will vest as to 166,666 after one year from the date
of grant and in eight equal quarterly installments over two years
of continued service thereafter.
There
are no family relationships between Mr. Gutierrez and any of the
directors and executive officers of the Company. There are no
transactions with the Company in which Mr. Gutierrez has an
interest requiring disclosure under Item 404(a) of Regulation
S-K.
On
April 10, 2017, we accepted the resignation of Robert E. Hoffman as
Executive Vice President, Chief Financial Officer of the Company to
be effective as of April 21, 2017. Mr. Hoffman has served as the
Executive Vice President, Chief Financial Officer of the Company
since September 2016. Mr. Hoffman’s departure is not due to a
dispute or disagreement with the Company and Mr. Hoffman is
pursuing other opportunities.
(d) Exhibits
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Exhibit Number
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Description
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10.1
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Employment
Agreement, dated September 23, 2016 by and between the Company and
Rauly Gutierrez.
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SIGNATURES
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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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INNOVUS PHARMACEUTICALS,
INC
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Date: April 14,
2017
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By:
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/s/ BASSAM DAMAJ
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Bassam
Damaj
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President and Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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10.1
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Employment
Agreement, dated September 23, 2016 by and between the Company and
Rauly Gutierrez.
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