Attached files
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| EX-10.1 - EMPLOYMENT AGREEMENT - AzurRx BioPharma, 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): September 26,
2017
AZURRX BIOPHARMA, INC.
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Delaware
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001-37853
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46-4993860
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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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760 Parkside Avenue
Downstate Biotechnology Incubator,
Suite 304
Brooklyn, New York
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11226
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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:
(646) 699-7855
(Name,
address, including zip code, and telephone number, including area
code, of agent for service of process)
NOT
APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 26, 2017, AzurRx BioPharma, Inc. (the
“Company”) and Maged Shenouda, a member of the
Company’s Board of Directors, entered into an employment
agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.1 (the “Employment
Agreement”), pursuant to
which Mr. Shenouda will serve as the Company’s Executive
Vice-President of Corporate Development and Chief Financial
Officer. As a result of the appointment of Mr. Shenouda to the
position of Chief Financial Officer, Johan (Thijs) Spoor, the
Company's Chief Executive Officer, will no longer serve as the
Company's principal accounting and financial
officer.
Mr.
Shenouda, age 53, joined the Company’s Board of Directors in
October 2015. Mr. Shenouda, a financial professional in the
biotechnology industry, was the Head of Business Development
at Retrophin, Inc. from January 2014 until November 2014. From
January 2012 until September 2013, he served as Head of East Coast
Operations for the Blueprint Life Science Group. Prior
thereto, Mr. Shenouda was a financial analyst, first at UBS from
January 2004 until March 2010 and Stifel Nicolaus from June 2010
until November 2011. He currently serves on the boards of directors
of Relmada Therapeutics, Inc. (OTCQB: RLMD) and Protea Biosciences
Group, Inc. (OTCQB: PRGB). Mr. Shenouda received an MBA from
Rutgers Graduate School of Management and BS in Pharmacy
from St. John's College of Pharmacy. He is a Registered
Pharmacist in New Jersey and California.
Pursuant to the
Employment Agreement, Mr. Shenouda will serve as the
Company’s Executive Vice-President of Corporate Development
and Chief Financial Officer for a term of three years, during which
time he will receive a base salary of $275,000, which amount may be
increased by the Company at any time during the term of the
Employment Agreement. In addition to the base salary, Mr. Shenouda
will be eligible to receive a cash bonus based on the achievement
of certain financial, clinical development, and/or business
milestones, which milestones will be established annually by the
Company’s Board of Directors or the Compensation Committee
(the “Annual Milestone
Bonus”). Upon execution of the Employment Agreement,
Mr. Shenouda became entitled to receive stock options to purchase
100,000 shares of the Company’s common stock, par value
$0.0001 per share (“Common
Stock”), pursuant to the Company’s Amended and
Restated 2014 Omnibus Equity Incentive Plan (the
“Option”),
which Option will vest as follows so long as Mr. Shenouda is
serving as either Executive
Vice-President of Corporate Development or as Chief
Financial Officer: (i) 75% upon acceptance of a US IND for MS1819,
and (ii) 25% upon the Company completing a Phase IIa clinical trial
for MS1819. The Option shall have a per share exercise price equal
to the closing price of the Company’s Common Stock on NASDAQ
Capital Market on the trading day immediately prior to the date of
issuance, and will expire on September 25, 2027.
The Company may
terminate the Employment Agreement at any time, with or without
Cause, as such term is defined in the Employment Agreement. If the
Company terminates the Employment Agreement without Cause, or if
the Employment Agreement is terminated due to a Change of Control,
as such term is defined in the Employment Agreement, Mr. Shenouda
will be entitled to (i) all salary owed through the date of
termination, (ii) any unpaid Annual Milestone Bonus, (iii)
severance in the form of continuation of his salary for the greater
of a period of 12 months following the termination date or the
remaining term of the Employment Agreement, (iv) payment of
premiums to cover COBRA for a period of 12 months following the
termination date, (v) a prorated annual bonus equal to the target
Annual Milestone Bonus, if any, for the year of termination
multiplied by the formula set forth in the Employment Agreement and
(vi) immediate accelerated vesting of any unvested Option or other
unvested awards.
Except as disclosed in this Current Report on Form 8-K,
Mr. Shenouda has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K, has no arrangement or
understanding between him and any other person required to be
disclosed pursuant to Item 401(b) of Regulation S-K and
has no family relationships required to be disclosed pursuant to
Item 401(d) of Regulation S-K.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit Number
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Description
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Employment Agreement, by and between AzurRx BioPharma, Inc. and
Maged Shenouda, dated September 26, 2017.
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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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AzurRx BioPharma, Inc.
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Date:
October 2,
2017
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By:
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/s/ Johan M.
Spoor
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Name: Johan M. Spoor
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Title: Chief Executive Officer
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Exhibit Index
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Exhibit Number
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Description
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Employment Agreement, by and between AzurRx BioPharma, Inc. and
Maged Shenouda, dated September 26, 2017.
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