Attached files
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark
One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended October 31,
2019
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from _____________ to ______________
Commission
File No. 000-50956
PHARMA-BIO SERV, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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20-0653570
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(IRS Employer Identification
No.)
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Pharma-Bio Serv Building,
#6 Road 696
Dorado, Puerto Rico
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00646
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(Address
of Principal Executive Offices)
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(Zip
Code)
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787-278-2709
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(Registrant’s
Telephone Number, Including Area Code)
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Securities
registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.0001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☐
No ☑
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes
☐ No ☑
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☑ No
☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☑ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☑
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Smaller
reporting company
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☑
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Emerging
growth company
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☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of common stock held by non-affiliates
of the registrant, based on the closing price for the
registrant’s common stock on April 30, 2019 (the last
business day of the second quarter of the registrant’s
current fiscal year), was $14,350,924.
The number of shares of the registrant’s common stock
outstanding as of January 24, 2020 was 22,995,881.
EXPLANATORY NOTE
This
Annual Report on Form 10-K/A is being filed by Pharma-Bio Serv,
Inc. (the "Company") to amend the Annual Report on Form 10-K for
the year ended October 31, 2019 filed by the Company with the
Securities and Exchange Commission (the "SEC") on
January 29, 2020 to
include the information required to be disclosed by Part III, Items
10-14 of Form 10-K.
i
PHARMA-BIO SERV, INC.
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED OCTOBER 31, 2019
TABLE OF CONTENT
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ii
PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
(a)
Identification of Directors.
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Name
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Age
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Positions with the Company
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Director Since
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Elizabeth
Plaza(3)
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56
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Chairman
of the Board
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2006
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Kirk
Michel(1),(2)
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64
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Director
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2006
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Dov
Perlysky(2),(3)
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57
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Director
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2004
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Howard
Spindel(1)
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74
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Director
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2006
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Irving
Wiesen(1),(2),(3)
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65
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Director
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2006
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________________
(1) Member of
the Audit Committee and Compensation Committee.
(2) Member of
the Mergers and Acquisition Committee.
(3) Member of
the Nominating Committee.
Elizabeth Plaza has
served as the Chairman of the Board since January 2006. Also, Ms.
Plaza assumed the role of Senior Strategic Consultant of the
Company on January 1, 2013. Ms. Plaza served as our president and
chief executive officer from January 2006 to December 2012, and as
our principal executive officer from January 1, 2014 to December
31, 2014. Ms. Plaza founded Pharma-Bio Serv PR, Inc., a division of
Pharma-Bio Serv, Inc., on February 1993. Prior to founding her own
company, she worked for Warner Lambert, Inc, and McNeil
Pharmaceutical, a Johnson & Johnson company, as a
Pharmaceutical Scientist. Ms. Plaza graduated from the University
of Puerto Rico, Magna Cum Laude with a degree in Pharmaceutical
Sciences. Also, Ms. Plaza has attended the Executive Development
program of the Massachusetts Institute of Technology (MIT) and the
Kellogg Management Development Program for Minority CEO’s at Northwestern University in
Illinois.
Ms.
Plaza is and has been a member of numerous professional
organizations. She served as a member of the US Department of
Commerce, MBDA, and Washington DC National Advisory Council on
Minority Business Enterprise from 2010-2013; she is a director of
the Board of Directors of the Puerto Rico Manufacturers Association
("PRMA") and the President of the Industrial Women Chapter under
PRMA; and she served on the Export Commerce Advisory Council for
Puerto Rico Government from 2009-2012. On her philanthropic
activities, she is founder and President of the Board of Directors
of nonprofit 501c3 foundation Ángeles Vivientes, which provides
programs and education on children mistreatment
prevention. In
addition, she is an active member of professional organizations
including the Parenteral Drug Association (PDA), where she was one
of the authors of the Technical Report on the new FDA Process
Validation Guidance. She is a member of the Delaware Valley
International Society of Pharmaceutical Engineers (ISPE), the
American Society for Quality Control (ASQC) and the American
Association of Pharmaceutical Scientists (AAPS).
Ms.
Plaza brings extensive leadership and business experience, as well
as an in-depth understanding of the Company's history and
tremendous knowledge of our business and the pharmaceutical
industry, to the Board. Her experience as an entrepreneur serving
the pharmaceutical industry has given her broad understanding and
expertise, along with a strong network of industry professionals
and executives in the industry in Puerto Rico and
abroad.
Kirk Michel, a director
since January 2006, is the founder and a managing director of KEMA
Advisors, Inc. (KEMA). Founded in 2000, KEMA is a boutique
investment banking firm located in Hillsborough, North Carolina.
KEMA provides corporate finance advisory services to middle market
companies and governmental agencies. Prior to KEMA, from 1995 to 2000, Mr.
Michel was the co-founder and a managing director of Bahia Group
Holdings, LLC, which provided corporate finance, public finance and
merger and acquisition services to middle market companies and
governmental agencies. Mr. Michel holds a M.B.A. degree in Finance
and Accounting from the Columbia University Graduate School of
Business and a B.A. in Economics from Northwestern
University.
Mr.
Michel brings extensive leadership, business, and finance
experience to the Board. His experience as an investment banker has
given him broad understanding and expertise, particularly relating
to business and finance matters.
1
Dov Perlysky, a director
since 2004, has been the managing member of Nesher, LLC, a private
investment firm since 2000. From 1998 until 2002, Mr. Perlysky was
a vice president in the private client group of Laidlaw Global
Securities, a registered broker-dealer. He received his B.S. in
Mathematics and Computer Science from the University of Illinois in
1985 and a Masters in Management from the JL Kellogg Graduate
School of Northwestern University in 1991. Mr. Perlysky is
currently a director of Enzo Biochem, Inc., a growth-oriented life
sciences and clinical laboratory company listed on the New York
Stock Exchange, and Highlands Bancorp, Inc., a New Jersey community
bank, and was a director of Engex, Inc., a closed end investment
company until its dissolution in 2018.
Mr.
Perlysky brings extensive leadership and business experience, as
well as an in-depth understanding of the Company's history and
tremendous knowledge of our business and the pharmaceutical
industry, to the Board. His experience as the former president of
the Company from 2004 to 2006 has given him broad understanding and
expertise, particularly relating to the Company's business and
industry.
Howard Spindel, a
director since January 2006, has been a consultant with Integrated
Management Solutions, a securities industry consulting and
recruitment firm which he founded, since 1985. In this capacity, he
has also acted as a financial and operations principal, general
securities principal, registered representative and options
principal for several broker-dealers during this period. He is also
a director of Oak Tree Educational Partners, Inc., a training
company, and was a director of Engex, Inc., a closed end investment
company until its dissolution in 2018. Mr. Spindel received a B.S
(Accounting) degree from Hunter College and is a Certified Public
Accountant.
Mr.
Spindel brings extensive leadership, business, and accounting
experience to the Board. His experience as a consultant, certified
public accountant and board member to other companies has given him
broad understanding and expertise, particularly relating to
business, accounting and finance matters.
Irving Wiesen, a
director since January 2006, has practiced as an attorney
specializing in food and drug law and regulation in the
pharmaceutical and medical device industries for over thirty years.
For more than the past ten years he has been of counsel to the New
York law firms, Ullman, Shapiro and Ullman, LLP and Cohen, Tauber,
Spievack & Wagner. Prior to that, Mr. Wiesen was a partner in
the New York food and drug law firm, Bass & Ullman, and also
served as division counsel of Boehringer Ingelheim Pharmaceuticals,
Inc. Mr. Wiesen represents pharmaceutical, medical device and
biotechnology companies in all aspects of FDA regulation, corporate
practice and compliance, litigation and allied commercial
transactions. Mr. Wiesen received his J.D. degree from the New York
University School of Law and holds an M.A. in English Literature
from Columbia University and a B.A., cum laude, from Yeshiva
University.
Mr.
Wiesen brings extensive leadership, business, and legal experience
to the Board. He has practiced as an attorney specializing in food
and drug law and regulation in the pharmaceutical and medical
device industries for over thirty years. His experience as a
practicing lawyer in the pharmaceutical and medical device
industries has given him broad understanding and expertise,
particularly relating to legal and industry matters impacting the
Company.
(b)
Identification of Executive Officers.
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Name
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Age
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Position
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Victor
Sanchez
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49
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Chief
Executive Officer, President and President of European
Operations
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Pedro
J. Lasanta
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60
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Chief
Financial Officer, Vice President - Finance and Administration and
Secretary
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Victor Sanchez has
served as our Chief Executive Officer and President since January
1, 2015 and as the President of the European Operations of the
Company since January 2011. Prior to joining the Company, he served
as Operations Manager in the LOCM and OSD divisions of Merck Sharp
& Dohme (“MSD”), a pharmaceutical company, in
Madrid, Spain from April 2010 to January 2011 and as Operations
Manager of the LOCM division of Schering-Plough S.A., a
pharmaceutical company, in Madrid, Spain, from September 2004 to
April 2010. He served as Quality Control Validations Manager for
Schering-Plough Products, LLC, a pharmaceutical company
(“Schering-Plough”), in Puerto Rico from December 2000
to August 2004 and as Quality Control Laboratory Supervisor of
Schering-Plough from April 1996 to December 2000. Mr. Sanchez holds
a Bachelor of Science in Chemistry, summa cum laude, and a M.B.A.
in Industrial Management, cum laude, from the Interamerican
University of Puerto Rico. He holds a Post Graduate Diploma in
Pharmaceutical Validation Technology from the Dublin Institute of
Technology, Ireland. Mr. Sanchez is a chemist licensed by the
Puerto Rico State Department and a member of the American Chemical
Society, the Parenteral Drug Association, the Regulatory Affairs
Professional Society, and the International Society for
Pharmaceutical Engineers.
Pedro J.
Lasanta has served as our Chief Financial Officer and
Vice President - Finance and Administration since November 2007,
and our Secretary since December 1, 2014. From 2006 until October
2007, Mr. Lasanta was in private practice as an accountant, tax and
business counselor. From 1999 until 2006, Mr. Lasanta was the Chief
Financial Officer for Pearle Vision Center PR, Inc. In the past,
Mr. Lasanta was also an audit manager for Ernst & Young,
formerly Arthur Young & Company. He is a cum laude graduate in
business administration (accounting) from the University of Puerto
Rico. Mr. Lasanta is a Certified Public Accountant. In 2012, he was
awarded the Puerto Rico Manufacturers Association (North Region)
Service Manager of the Year. Mr. Lasanta has served as a Member of
the Puerto Rico District Export Council for the U.S. Department of
Commerce since January 2014.
2
(c)
Identification of Certain Significant Employees
Not
applicable.
(d)
Family Relationships
There
are no family relationships among our executive officers and
directors.
(e)
Business Experience
The
business experience of each of our current directors and executive
officers is set forth in Part III, Item 10(a), “Identification of
Directors” and Part
III, Item 10(b), “Identification of Executive
Officers,” respectively, of this Annual
Report on Form 10-K/A.
The
directorships currently held, and held during the past five years,
by each of our directors in any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, or subject to Section 15 of such Act or any
company registered as an investment company under the Investment
Company Act of 1940, as amended, are set forth in Part III, Item
10(a), “Identification of
Directors” of this
Annual Report on Form 10-K/A.
(f)
Involvement in Certain Legal Proceedings
To the
best of our knowledge, none of our directors or executive officers
that served during the year ended October 31, 2019
("Fiscal 2019") or currently has been involved during the past ten
years in any legal proceedings required to be disclosed pursuant to
Item 401(f) of Regulation S-K.
(g)
Promoters and Control Persons
Not
applicable.
(h) and (i) Audit Committee and Audit Committee Financial
Expert
The
Company has separately designated a standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended. The members of the
standing Audit Committee are Howard Spindel, Chairman, Kirk Michel
and Irving Wiesen, all of whom are independent directors as
determined by the Nasdaq Rules. The responsibilities and duties of
the Audit Committee consist of but are not limited to: (1)
overseeing the financial reporting process; (2) meeting with our
external auditors regarding audit results; (3) engaging and
ensuring independence of our outside audit firm and (4) reviewing
the effectiveness of the Company’s internal controls.
Our
Board has determined that Mr. Spindel qualifies as
an “Audit Committee financial expert” within
the meaning of applicable regulations of the Securities and
Exchange Commission, promulgated pursuant to the Sarbanes-Oxley Act
of 2002. Our board of directors has adopted a written charter for
the Audit Committee which the Audit Committee reviews and
reassesses for adequacy on an annual basis. A copy of the Audit
Committee’s charter is located on our website
at www.pharmabioserv.com .
(j)
Procedures for Stockholder Nominations to the Board of
Directors
No
material changes to the procedures for nominating directors by our
stockholders were made during Fiscal 2019.
3
Delinquent Section 16(a) Reports
Section
16(a) of the Securities Exchange Act requires our executive
officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and
transactions in, our securities with the Securities and Exchange
Commission and to provide us with copies of those filings. To the
Company’s knowledge, based solely on a review of the copies
of such reports furnished to the Company and written
representations that no other reports were required, during the
year ended October 31, 2019, all such filing requirements
applicable to the Company’s directors, executive officers and
greater than 10% beneficial owners were complied with, except
Victor Sanchez and Pedro Lasanta each untimely filed a Form 4
reporting three transactions.
Code of Conduct and Ethics
We have
adopted a Code of Ethics that applies to all our senior management,
including our principal executive officer, principal financial
officer and principal accounting officer, and directors. A copy of
our Code of Ethics is incorporated by reference as Exhibit 14.1 to
this Annual Report on Form 10-K/A. We intend to post amendments to
or waivers from our Code of Ethics (to the extent applicable to our
Principal Executive Officer, Principal Financial Officer, Principal
Accounting Officer or controller, or persons performing similar
functions) on our website at www.pharmabioserv.com. Our
website is not part of this report.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The
following table provides the compensation paid to our principal
executive officer and other executive officers whose total
compensation exceeded $100,000 for the fiscal years ended October
31, 2019 and 2018 (the "Named Executive Officers").
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Name and Principal Position
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Fiscal Year
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Salary
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Bonus
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Option Awards
($) (1)
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All Other
Compensation
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Total
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Victor
Sanchez
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2019
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$220,600
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$-
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$-
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$14,950(2)
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$235,550
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President and Chief
Executive Officer
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2018
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$220,600
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$-
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$-
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$14,950(2)
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$235,550
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Pedro
Lasanta,
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2019
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$161,177
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$25,000(3)
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$48,422
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$-
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$234,599
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Chief Financial
Officer, Vice President-Finance and Administration and
Secretary
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2018
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$160,600
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$75,000(4)
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$-
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$-
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$235,600
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(1)
Amounts
shown do not reflect compensation received by the executive
officers. Instead, the amounts shown reflect the grant date fair
value of options granted to the executive officers determined
pursuant to FASB ASC Topic 718. The assumptions used to calculate
the value of the option awards are set forth under Note J –
Stock Options, Restricted Stock Units and Stock Based Compensation
in our audited financial statements for the fiscal year ended
October 31, 2019 included in our Annual Report on Form 10-K for the
fiscal year ended October 31, 2019.
(2)
Represents health
insurance plan expenses incurred pursuant to Mr. Sanchez’s
employment agreement.
(3)
Represents bonus
for services in fiscal 2019, which were paid in November
2019.
(4)
Represents bonus
for services in fiscal 2018, which were paid in November
2018.
Outstanding Equity Awards at Fiscal Year-End Table
The
following table summarizes information regarding equity-based
awards held by our Named Executive Officers as of October 31,
2019.
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Option Awards
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Stock Awards
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Name
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Number of Securities Underlying Unexercised Options
Exercisable
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Number of Securities Underlying Unexercised Options
Unexercisable
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Option Exercise Price
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Option Expiration Date
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Numberof Shares or Units of Stock that have not Vested
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Market Value of Shares or Units of Stock that have not
Vested
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Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights that have not Vested
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Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights that have not Vested
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Victor
Sanchez
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-
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-
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-
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-
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-
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-
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-
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-
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Pedro
Lasanta
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-
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100,000(1)
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$0.88
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Oct. 4,
2024
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-
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$-
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-
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-
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(1)
Represents options
to purchase 100,000 shares of common stock which were granted on
October 4, 2019. These options vest in three equal annual
installments beginning on October 4, 2020.
4
Employment Agreements and Consulting Agreement
Victor Sanchez – Employment Agreement
On
January 1, 2015, the Company entered into an Employment Agreement
with Victor Sanchez, the President, Chief Executive Officer and
President of Europe Operations of the Company
(the “Employment
Agreement”). Pursuant to
the Employment Agreement, Mr. Sanchez is entitled to receive an
annual base salary of $220,000 and such discretionary bonus, stock
options and other equity-based incentives as determined by the
Compensation Committee of the Company. Also, Mr. Sanchez is
entitled to receive benefits provided to all other executive
officers of the Company.
Also,
pursuant to the Employment Agreement, if the Company terminates the
Employment Agreement and Mr. Sanchez’s employment other than for death,
disability or cause, the Company shall (1) pay to Mr. Sanchez
within 30 days after the date of termination (a) a lump-sum
severance payment in an amount equivalent to one (1) year of salary
at the time of the termination, less legal withholdings, or the
severance established by PR labor law No. 80 of May 30, 1976, known
as the “Wrongful
Discharge Act” (“Ley de Despido
Injustificado”),
whichever amount is higher; (b) any bonuses that he may have earned
up to the date of his termination, and (c) the value of any unused
accrued vacation days, (2) provide executive one (1) year health
coverage for the executive and dependents, and (3) provide that any
restricted stock units, options or other similar granted awards
held by him will become vested and exercisable for a three month
period following the termination. Also, pursuant to the Employment
Agreement, in the event of a change of control of the Company in
connection with a sale, merger or acquisition of the Company or the
Company ceases to be a public company, and is no longer subject to
the reporting obligations of the Securities Exchange Act of 1934,
as amended, any restricted stock units, options or other similar
granted awards held by Mr. Sanchez will become vested and
exercisable immediately prior to such event. If the Employment
Agreement is terminated for death, disability or cause, no
additional compensation will be payable subsequent to the date of
such termination. The Employment Agreement also includes standard
provisions relating to non-competition, non-solicitation and
confidentiality.
Pedro Lasanta – Employment Agreement
On
November 5, 2007, we entered into an employment agreement with
Pedro Lasanta, our chief financial officer, for a one year term
pursuant to which we paid Mr. Lasanta an annual salary of $100,000
plus a monthly car allowance of $500. Mr. Lasanta’s employment agreement has a
non-competition provision pursuant to which he agrees that during
the term of the agreement and for one year thereafter, Mr. Lasanta
will not, directly or indirectly, engage in a competing business or
solicit any customer or seek to persuade any customer to reduce the
amount of business it does with us or seek to persuade any employee
to leave our employment.
On
December 17, 2008, we entered into an amendment to the employment
agreement with Pedro Lasanta pursuant to which the term of the
contract was extended indefinitely. The amended employment
agreement provides that we will pay Mr. Lasanta an annual salary of
$110,000 and an annual bonus in cash or Company stock options to be
granted based on performance metrics to be established. Pursuant to
the amended employment agreement, we will grant Mr. Lasanta options
to purchase 30,000 shares of Company stock having an exercise price
equal to fair market value on the date of grant and vesting in
three equal annual installments beginning one year from November 1,
2008. In addition, upon termination of Mr. Lasanta’s employment for reasons other than
those set forth in his amended employment agreement, Mr. Lasanta
will receive a lump-sum severance payment in an amount equivalent
to six months of his salary at the time of the termination, less
legal withholdings, or the severance established by PR labor law
No. 80 of May 30, 1976 known as the “Wrongful Discharge Act” (“Ley de Despido
Injustificado”),
whichever amount is higher. All other terms and conditions of Mr.
Lasanta’s employment
agreement remain the same.
On
March 11, 2009, upon the approval of the Company’s Compensation Committee, the
Company entered into an Amendment to Employment Agreement with
Pedro J. Lasanta to reduce Mr. Lasanta’s current annual base salary from
$110,000 to $106,000 and to eliminate Mr. Lasanta’s automobile allowance effective
March 1, 2009. Effective January 1, 2010, the Company amended the
Employment Agreement of Mr. Lasanta, dated November 5, 2007, to
restore Mr. Lasanta's annual base salary to $110,000. On January
31, 2012, the Company amended the Employment Agreement of Mr.
Lasanta, dated November 5, 2007, to increase Mr. Lasanta's annual
base salary from $110,000 to $125,000. On December 31, 2012, the
Company amended the Employment Agreement of Mr. Lasanta, dated
November 5, 2007, to increase Mr. Lasanta's annual base salary from
$125,000 to $150,000 as of January 1, 2013. All other terms and
conditions of Mr. Lasanta's employment agreement, as amended,
remain the same.
5
On
February 17, 2014, the Company amended the Employment Agreement of
Pedro Lasanta, dated November 5, 2007, to increase Mr.
Lasanta’s salary to
$160,000, effective January 1, 2014 (the "Lasanta Amendment").
Also, pursuant to the Lasanta Amendment, if the Company terminates
the employment agreement of Mr. Lasanta other than for death,
disability or cause, the Company shall (1) pay to the executive
within 30 days after the date of termination (a) a lump-sum
severance payment in an amount equivalent to one (1) year of salary
at the time of the termination, less legal withholdings, or the
severance established by PR labor law No. 80 of May 30, 1976, known
as the “Wrongful
Discharge Act” (“Ley de Despido
Injustificado”),
whichever amount is higher; (b) any bonuses that the executive may
have earned up to the date of his termination, and (c) the value of
any unused accrued vacation days, (2) provide executive one (1)
year health coverage for the executive and dependents, and (3)
provide that any restricted stock units, options or other similar
granted awards held by the executive will become vested and
exercisable for a three month period following the termination.
Also, pursuant to the Lasanta Amendment, in the event of a change
of control of the Company in connection with a sale, merger or
acquisition of the Company or theCompany ceases to be a public
company, and is no longer subject to the reporting obligations of
the Securities Exchange Act of 1934, as amended, any restricted
stock units, options or other similar granted awards held by Mr.
Lasanta will become vested and exercisable immediately prior to
such event.
On
October 7, 2019, the Company amended the Employment Agreement of
Mr. Lasanta to increase his salary from $160,000 to $175,000,
effective October 7, 2019.
Elizabeth Plaza - Consulting Agreement
On
December 31, 2013, the Company entered into a Consulting Agreement
with Strategic Consultants International, LLC
(the “Consultant”)
and Ms. Elizabeth Plaza, effective as of January 1, 2014. On
January 1, 2015, the consulting agreement was amended to extend the
term of the Consulting Agreement for an additional year to December
31, 2015. On December 30, 2015, the consulting agreement was
amended to extend the term of the consulting agreement for an
additional year to December 31, 2016 and to amend the monthly
retainer to $31,500 effective January 1, 2016. On January 17, 2017,
the consulting agreement was amended to extend the term of the
consulting agreement for an additional year to December 31, 2017
and to amend the monthly retainer to $42,000 effective January 1,
2017. On January 8, 2018, the consulting agreement was amended to
extend the term of the consulting agreement for an additional year
to December 31, 2018 (the “Extension Term”). The Company will compensate
Consultant a monthly retainer of $33,700 during the Extension Term.
Additionally, in the event the Company achieves at least eighty
percent (80%) of its budget for the year ending October 31, 2018,
Consultant shall receive a payment in the amount of $100,000
(the “Incentive
Fee”). If the Company
achieves one hundred percent (100%) or more of its budget for the
year ending October 31, 2018, the Incentive Fee shall be $120,000.
On December 31, 2018, the consulting agreement was amended to
extend the term of the consulting agreement for an additional year
to December 31, 2019 and maintain the past compensation structure,
including an Incentive Fee for the year ending October 31, 2019. On
December 27, 2019, the consulting agreement was amended to extend
the term of the consulting agreement for an additional year to
December 31, 2020 and maintain the past compensation structure,
including an Incentive Fee for the year ending October 31, 2020.
All other terms and conditions of the Consulting Agreement remain
the same. Pursuant to the consulting agreement, the Consultant will
consult with the Board regarding the Company’s strategic initiatives, company
services, management, operations and other matters as may be
requested from time to time by the Board. In addition to the
monthly fee, Ms. Plaza will receive a company automobile and such
insurance as she was provided by the Company during her last year
of employment with the Company. The consulting agreement also
included standard provisions relating to non-competition,
confidentiality, and nondisparagement.
Director Compensation
Effective January
1, 2014, the Compensation Committee of the Board approved the
following compensation to our non-employee directors (i) a $10,000
quarterly retainer fee and (ii) an automatic annual stock option
grant of 20,000 shares to be granted on the tenth day of January
each year. Also, each non-employee director received an option to
purchase 25,000 shares of the Company’s common stock on the date of his
first election. Ms. Plaza received consulting fees during the year
ended October 31, 2019 as set forth below. Ms. Plaza did not
receive compensation as a director for the year ended
October 31, 2019.
The
following table summarizes the compensation earned and paid to our
directors for the year ended
October 31, 2019.
|
Name
|
Fees Earned (1)
|
OptionAwards (2)(3)
|
All Other Compensation
|
Total
|
|
Elizabeth
Plaza
|
$-
|
$-
|
$539,666(4)
|
$539,666(4)
|
|
Kirk
Michel
|
$40,000
|
$10,736
|
$-
|
$50,736
|
|
Dov
Perlysky
|
$40,000
|
$10,736
|
$-
|
$50,736
|
|
Howard
Spindel
|
$40,000
|
$10,736
|
$-
|
$50,736
|
|
Irving
Wiesen
|
$40,000
|
$10,736
|
$-
|
$50,736
|
(1)
Except for
Elizabeth Plaza, during the fiscal year ended October 31, 2019 all
members of the Board of Directors individually earned and were paid
fees of $40,000 each.
(2)
Amounts shown do
not reflect compensation received by the directors. Instead,
the amounts shown reflect the grant date fair value of options
granted to the directors determined pursuant to FASB ASC Topic
718. The assumptions used to calculate the value of the
option awards are set forth under Note J – Stock Options,
Restricted Stock Units and Stock Based Compensation in our audited
financial statements for the fiscal year ended October 31, 2019
included in our Annual Report on Form 10-K for the fiscal year
ended October 31, 2019.
(3)
The options grants
have a term of five years from the grant date and an exercise price
equal to the fair market value on the date of grant. The options
are exercisable as to 50% of the shares six months from the date of
grant and as to the remaining 50% 18 months from the date of
grant.
(4)
Represents
consulting fees, incentive fee and company lease payments for the
vehicle under Elizabeth Plaza’s use for the year ended
October 31, 2019 in the amount of $404,400, $120,000 and $15,266,
respectively. The incentive fee was paid on January 2020. For
additional information regarding these consulting fees, see
Employment Agreements and Consulting Agreement- Elizabeth Plaza -
Consulting Agreement above.
6
As of
October 31, 2019, each of the below named directors held the
following number of options to purchase shares of common
stock:
|
|
|
OPTIONS GRANTED
TO
|
|||
|
Grant
Date
|
Exercise
Price
|
H.
Spindel
|
K.
Michel
|
I.
Wiesen
|
D.
Perlysky
|
|
1/10/2015
|
$1.28
|
20,000
|
20,000
|
20,000
|
20,000
|
|
1/10/2016
|
$0.95
|
20,000
|
20,000
|
20,000
|
20,000
|
|
1/10/2017
|
$0.91
|
20,000
|
20,000
|
20,000
|
20,000
|
|
1/10/2018
|
$0.52
|
20,000
|
20,000
|
20,000
|
10,000
|
|
1/10/2019
|
$1.00
|
20,000
|
20,000
|
20,000
|
20,000
|
Compensation Committee
The
members of the Compensation Committee are Kirk Michel, Chairman,
Howard Spindel and Irving Wiesen, all of whom are independent
directors as determined by the Nasdaq Rules. The responsibilities
and duties of the Compensation Committee consist of, but are not
limited to: (1) approving salaries and incentive compensation of
executive officers, as well as the compensation of our Board
members; (2) reviewing compensation plans, policies and benefit
programs for employees, generally and (3) administering the
employee stock option and benefit plans, when designed by the
Board. While performing its duties, the Compensation Committee
receives substantial input from the Chief Executive Officer
regarding the appropriate level and type of compensation for our
executives, excluding the compensation paid to the Chief Executive
Officer. The Compensation Committee has determined that no risks
exist rising from the Company’s compensation policies and
practices for its employees that are reasonably likely to have a
material adverse effect on the Company. The Compensation Committee
has not retained a compensation consultant to review our policies
and procedures with respect to executive compensation. A copy of
the Compensation Committee’s charter is located on our
website at www.pharmabioserv.com.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table provides information as to shares of common stock
beneficially owned as of February 21, 2020 by:
●
each
director;
●
each officer named
in the summary compensation table (“Named Executive
Officers”);
●
each person owning
of record or known by us, based on information provided to us by
the persons named below, to own beneficially at least 5% of our
common stock; and
●
all directors and
executive officers as a group.
As of
February 21, 2020, the Company had 23,001,627 shares of common
stock outstanding. As used herein, the term beneficial ownership
with respect to a security is defined by Rule 13d-3 under the
Securities Exchange Act of 1934 as consisting of sole or shared
voting power (including the power to vote or direct the vote)
and/or sole or shared investment power (including the power to
dispose or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the
next 60 days. Unless otherwise noted, beneficial ownership consists
of sole ownership, voting and investment rights and the address for
each person is c/o Pharma-Bio Serv, Inc., the Pharma-Bio Serv
Building, #6 Road 696, Dorado, Puerto Rico, 00646.
7
|
Name
|
Shares of Common Stock Beneficially Owned at
February 21,
2020
|
Percentage
|
|
Directors and Executive Officers
|
|
|
|
Elizabeth
Plaza(1)
|
9,169,518
|
39.9%
|
|
Dov
Perlysky(2)
|
2,027,455
|
8.8%
|
|
Kirk
Michel(3)
|
416,515
|
1.8%
|
|
Howard
Spindel(4)
|
95,310
|
*
|
|
Irving
Wiesen(5)
|
95,205
|
*
|
|
Victor
Sanchez(6)
|
10,224
|
*
|
|
Pedro
Lasanta(7)
|
94,552
|
*
|
|
All Directors and Executive Officers as a group
|
|
|
|
(seven
persons)(8)
|
11,908,779
|
51.2%
|
|
5% or Greater Stockholders
|
|
|
|
Venturetek,
L.P.(9)
|
3,132,932
|
13.6%
|
|
Ramon Luis
Dominguez Thomas (10)
|
2,060,060
|
8.9%
|
|
Addison McKinley
Levi III (11)
|
2,050,059
|
8.9%
|
|
Adam Hirsh
(12)
|
1,172,179
|
5.1%
|
*
Less than
1%.
(1)
Includes 4,099,241
shares owned by Ms. Plaza directly and 5,070,277 shares subject to
a voting proxy in favor of Ms. Plaza. In conjunction with
certification as a minority controlled business, Ms. Plaza received
irrevocable proxies (“Voting Proxies”) to vote an
aggregate of 5,070,277 shares of the Company’s common stock
from Venturetek LP, Krovim, LLC and LDP Family
Partnership.
(2)
The shares of
common stock beneficially owned by Mr. Perlysky include (i) 30,110
shares directly owned, (ii) 1,164,554 shares of common stock owned
by Krovim, LLC, (iii) 772,791 shares owned by LDP Family
Partnership and (iv) options issued to Mr. Perlysky to purchase
60,000 shares of common stock, which are vested as of
February 21, 2020. Elizabeth Plaza exercises voting power
over the shares owned by Krovim pursuant to a Voting Proxy and Mr.
Perlysky as the manager of Nesher, LLC, which is the manager of
Krovim, may be deemed to exercise dispositive power over these
shares. Mr. Perlysky disclaims beneficial interest in the shares
owned by Krovim. Elizabeth Plaza exercises voting power over the
shares owned by the LDP Family Partnership pursuant to a Voting
Proxy and Mr. Perlysky’s wife, the general partner of LDP
Family Partnership, is deemed to exercise dispositive power over
these shares. Mr. Perlysky disclaims beneficial ownership in the
securities owned by his wife.
(3)
The shares of
common stock beneficially owned by Mr. Michel consist of (i) 25,809
shares directly owned, (ii) 50,000 shares of common stock issuable
upon exercise of options, which are vested as of February 21, 2020,
and (iii) 340,706 shares of common stock owned by KEMA Advisors, of
which Mr. Michel is managing director.
(4)
The shares of
common stock owned by Mr. Spindel represent 25,310 shares owned by
his spouse and 70,000 shares issuable upon exercise of options,
which are vested as of February 21, 2020. Mr. Spindel disclaims
beneficial ownership of the shares held by his spouse.
(5)
The shares of
common stock owned by Mr. Wiesen represent 25,205 shares directly
owned and 70,000 shares issuable upon exercise of options, which
are vested as of February 21, 2020.
(6)
The shares of
common stock owned by Mr. Sanchez represent 10,224 shares directly
owned.
(7)
The shares of
common stock owned by Mr. Lasanta represent 94,552 shares directly
owned.
(8)
Includes 250,000
shares issuable upon the exercise of options, which are vested as
of February 21, 2020.
(9)
This information
was obtained from Amendment No. 4 to Schedule 13 D/A filed by
Venturetek, L.P. (“Venturetek”) on September 6, 2011.
Does not include 1,565,058 shares underlying warrants, which
warrants expired in January 2011, listed in the Schedule 13 D/A
filed on January 5, 2011. Mr. David Selengut, the manager of
TaurusMax LLC, which is the general partner of Venturetek has sole
dispositive power and Elizabeth Plaza has sole voting power over
these shares pursuant to a Voting Proxy. The mailing address for
Venturetek, L.P. is 150 East 42nd Street, New York, NY
10017.
(10)
This information
was obtained from a Schedule 13D filed by Ramon Luis Dominguez
Thomas on March 27, 2014. The business address for this person is
c/o San Juan Holdings, Inc., MCS Plaza, Suite #305, 255 Ponce de
Leon Avenue, San Juan, PR, 00917.
(11)
This information
was obtained from a Schedule 13D filed by Addison McKinley Levi III
on March 27, 2014. The business address for this person is 6414
Stanton Drive, Apartment #208, Charlotte, North Carolina
28216.
(12)
This information
was obtained from a Schedule 13G filed by Adam Hirsh on October 15,
2019. The address for this person is 1021 Saturn Court Incline
Village, Nevada 89451.
8
Equity Compensation Plan Information
The
following table summarizes the equity compensation plans under
which our securities may be issued as of October 31,
2019.
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options
|
Weighted-average exercise
price per share of
outstanding options
|
Number of securities
remaining available for
future issuance under
equity compensation
plans
|
|
Equity compensation
plans approved by security holders:
|
|
|
|
|
2005 Long-Term
Incentive Plan (1)
|
80,000
|
$1.2800
|
-
|
|
2014 Long-Term
Incentive Plan (2)
|
410,000
|
$0.8615
|
1,580,000
|
|
Equity compensation
plans not approved by security holders
|
-
|
$-
|
-
|
|
Total
|
490,000
|
|
1,580,000
|
(1)
The 2005 Long-Term Incentive Plan was
approved by stockholders in April 2006, and amended by stockholder
approval in April 2007. No further awards may be issued under this
equity compensation plan since its term ended October
2015.
(2)
The 2014 Long-Term
Incentive Plan was approved by stockholders in April
2014.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
In
February 2007, we entered into an agreement for our main resource
facilities in Dorado, Puerto Rico with Plaza Professional Center,
Inc., a company controlled by Elizabeth Plaza, our Chairman of the
Board. These facilities accommodate our testing laboratory (through
September 2018), our customer-specialized training facilities, and
our Puerto Rico consulting and headquarters offices. The agreement
is for a five year term, with initial monthly installments of
$18,750, which will increase by 5% annually. The agreement also
requires the payment of utilities, property taxes, insurance and a
portion of expenses incurredby the affiliate in connection with the
maintenance of common areas. The agreement provided for a renewal
option under the same terms, which became effective February 2012
for a period of five additional years. In July 2016, with effective
date January 1,2016, the Company renegotiated the lease agreement.
It incorporated additional space for a laboratory testing facility
expansion, is for a five-year term, with a renewal option of five
years, and monthly rental payments of $30,316 for the term of the
lease agreement and renewal option. The lease agreement also
requires the payment of utilities, property taxes, insurance and
expenses incurred by the affiliate in connection with the
maintenance of common areas. As
part of the Company’s sale of substantially all of its
laboratory business assets (“Laboratory Assets”) in
September 2018, this lease was amended to (i) allow the Company to
sublease to the Laboratory Assets purchaser (the
“Subtenant”) the laboratory leased space area, and (ii)
if Subtenant defaults under the sublease or terminates the
sublease, the Company shall have the option to either (a) terminate
the sublease and re-occupy the subleased premises pursuant to the
terms of the lease, or (b) modify the lease to terminate the lease
for the portion of the premises that is the subleased premises
only, without penalty. During the years ended
October 31, 2019 and October 31, 2018, we paid
approximately $374,674 and $363,800 to Plaza Professional Center,
Inc. in connection with the lease of these facilities.
Also,
see Employment Agreements and Consulting Agreement - Elizabeth
Plaza - Consulting Agreement above for a description of the
Consulting Agreement. Under the Consulting Agreement we paid for
the year ended October 31, 2019, consulting fees, an incentive fee,
and company lease payments for the vehicle under Elizabeth
Plaza’s use in the amount of $404,400, $120,000 and $15,266,
respectively. Under the Consulting Agreement we paid for the year
ended October 31, 2018, consulting fees, an incentive fee, a bonus
and company lease payments for the vehicle under Elizabeth
Plaza’s use in the amount of $421,000, $120,000, $125,000 and
15,502, respectively.
On
November 28, 2014, Pharma-Bio PR entered into an Independent
Contractor Agreement with Nelida Plaza, Elizabeth Plaza’s sister, pursuant to which Ms. N.
Plaza provides independent services with project deliverables as
requested by Pharm-Bio PR at a rate ranging from $90 to $125 per
hour. During the years ended October 31, 2019 and 2018,
Ms. N. Plaza was compensated $206,977 and $183,032, respectively, pursuant to the
Independent Contractor Agreement.
9
Director Independence
The
Board has determined that the following directors are independent
pursuant to Nasdaq Rule 5605 (“Nasdaq Rules”) (even though the
Company’s securities are
not traded on the Nasdaq market): Kirk Michel, Dov Perlysky, Howard
Spindel and Irving Wiesen. The members of the Audit Committee are
Howard Spindel, Kirk Michel and Irving Wiesen, all of whom are
independent directors as determined by the Nasdaq
Rules. The members
of the Compensation Committee are Kirk Michel, Howard Spindel and
Irving Wiesen, all of whom are independent directors as determined
by the Nasdaq Rules. The members of the Nominating
Committee are Dov Perlysky, Elizabeth Plaza and Irving Wiesen, and
Messrs. Perlysky and Wiesen are independent as determined by the
Nasdaq Rules.
ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES
We were
billed by Crowe PR PSC (formerly known as Horwath Velez & Co.
PSC) (“Crowe”) in 2019 and 2018 as
follows:
|
Description of services:
|
Fiscal 2019
|
Fiscal 2018
|
|
Audit
|
$47,775
|
$45,500
|
|
Audit-related
fees
|
28,700
|
28,700
|
|
Tax
fees
|
7,368
|
9,674
|
|
All other
services
|
6,000
|
6,000
|
|
Total
Fees
|
$89,843
|
$89,874
|
Audit fees above are
professional services associated with the integrated audit of our
consolidated financial statements. Audit-related fees are primarily
attributable to services rendered in connection to reviews of our
quarterly condensed financial statements. Tax fees are attributable
to international tax compliance services. All other fees are
primarily attributable to retirement plan compliance audit
services.
Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors
The
Audit Committee’s policy
is to pre-approve all audit and permissible non-audit services
provided by the independent public accountants. These services may
include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific
budget. Crowe and management are required to periodically report to
the Audit Committee regarding the extent of services provided by
the independent public accountants in accordance with this
pre-approval, and the fees for the services performed to date. The
Audit Committee may also pre-approve particular services on a case
by case basis. The Audit Committee approved one hundred percent
(100%) of all services provided by Crowe during Fiscal 2019 and
2018.
The
Audit Committee has considered the nature and amount of the fees
billed by Crowe, and believes that the provision of the services
for activities unrelated to the audit is compatible with
maintaining Crowe’s
independence.
10
PART IV
ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
The
following documents are filed as a part of this Annual Report on
Form 10-K/A:
1.
All Financial
Statements: Consolidated Financial Statements are included in our
Annual Report on Form 10-K filed with the Commission on
January 29, 2020
immediately following the signature page of the report. See Index
to Consolidated Financial Statements on page F-1 on our Annual
Report on Form 10-K filed with the Commission on
January 29,
2020.
2.
Financial Statement
Schedules: None.
3.
Exhibits: The
following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the Commission, as
indicated in the description of each.
|
|
|
Incorporated
By Reference
|
|||
|
Exhibit
Number
|
Exhibit
Description
|
Form
|
File
Number
|
Exhibit
|
Filing
Date
|
|
Asset
Purchase Agreement, dated August 13, 2018 by and between Scienza
Labs, Inc. and Romark Global Pharma, LLC (1)
|
8-K
|
000-50956
|
2.1
|
8/17/18
|
|
|
Restated
Certificate of Incorporation
|
8-K
|
000-50956
|
99.1
|
5/1/2006
|
|
|
Certificate
of Amendment to the Certificate of Incorporation
|
8-K
|
000-50956
|
3.1
|
4/12/13
|
|
|
By-laws
|
10-SB12G
|
000-50956
|
3.2
|
9/24/2004
|
|
|
Amendment
No. 1 to the By-laws
|
8-K
|
000-50956
|
3.1
|
6/6/2008
|
|
|
Amendment
No. 2 to the By-laws
|
8-K
|
000-50956
|
3.2
|
4/12/13
|
|
|
Description
of the Registrant’s securities
|
10-K
|
000-50956
|
4.1
|
1/29/2020
|
|
|
Consulting
Agreement, effective January 1, 2014, between Pharma-Bio Serv Inc.,
Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
12/31/13
|
|
|
Consulting
Agreement Amendment, effective January 1, 2015, between Pharma-Bio
Serv Inc., Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
1/5/2015
|
|
|
Consulting
Agreement Amendment, effective January 1, 2016, between Pharma-Bio
Serv Inc., Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
1/5/2016
|
|
|
Consulting
Agreement Amendment, effective January 1, 2017, between Pharma-Bio
Serv Inc., Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
1/20/2017
|
|
|
|
Consulting
Agreement Amendment, dated January 2, 2018, by and among Pharma-Bio
Serv, Inc., Strategic Consultants International, LLC and Elizabeth
Plaza, effective January 1, 2018.
|
8-K
|
000-50956
|
10.1
|
1/8/2018
|
|
|
Consulting
Agreement Amendment, dated December 31, 2018, by and among
Pharma-Bio Serv, Inc., Strategic Consultants International, LLC and
Elizabeth Plaza, effective January 1, 2019.
|
8-K
|
000-50956
|
10.1
|
1/4/2019
|
|
|
Consulting
Agreement Amendment, dated December 27, 2019, by and among
Pharma-Bio Serv, Inc., Strategic Consultants International, LLC and
Elizabeth Plaza, effective January 1, 2020.
|
8-K
|
000-50956
|
10.1
|
12/27/2019
|
|
Employment
Agreement, effective January 1, 2015, between Pharma-Bio Serv, Inc.
and Victor Sanchez
|
8-K
|
000-50956
|
10.2
|
1/5/2015
|
|
|
Employment
Agreement dated November 5, 2007 between the Pharma-Bio Serv, Inc.
and Pedro Lasanta
|
10-K
|
000-50956
|
10.8
|
1/29/2009
|
11
|
|
|
Incorporated
By Reference
|
|||
|
Exhibit Number
|
Exhibit Description
|
Form
|
File Number
|
Exhibit
|
Filing Date
|
|
Amendment
to Employment Agreement dated December 17, 2008 between the
Registrant and Pedro Lasanta
|
8-K
|
000-50956
|
99.1
|
12/23/2008
|
|
|
Amendment
to Employment Agreement, dated March 11, 2009, by and between the
Company and Pedro Lasanta
|
8-K
|
000-50956
|
10.3
|
3/17/2009
|
|
|
Employment
Agreement Amendment, effective as of January 1, 2010, by and
between the Company and Pedro Lasanta.
|
8-K
|
000-50956
|
10.2
|
1/07/2010
|
|
|
Employment
Agreement Amendment, dated January 31, 2012, by and between the
Company and Pedro J. Lasanta
|
8-K
|
000-50956
|
10.1
|
2/2/2012
|
|
|
Employment
Agreement Amendment, dated December 31, 2012, by and between the
Company and Pedro J. Lasanta
|
8-K
|
000-50956
|
10.1
|
1/7/2013
|
|
|
Employment
Agreement Amendment between Pharma-Bio Serv, Inc. and Pedro
Lasanta, effective January 1, 2014.
|
8-K
|
000-50956
|
10.2
|
2/21/2014
|
|
|
Employment
Agreement Amendment, dated October 7, 2019, by and between the
Company and Pedro Lasanta
|
8-K
|
000-50956
|
10.1
|
10/11/2019
|
|
|
2005
Long-Term Incentive Plan, as amended
|
DEF
14A
|
000-50956
|
Appendix
C
|
3/26/2007
|
|
|
Amendment
to 2005 Long-Term Incentive Plan
|
10-Q
|
000-50956
|
10.4
|
3/17/2014
|
|
|
Pharma-Bio
Serv, Inc. 2014 Long-Term Incentive Plan
|
8-K
|
000-50956
|
10.1
|
5/2/2014
|
|
|
Code of
business conduct and ethics for senior management
|
10-KSB
|
000-50956
|
14.1
|
2/2/2007
|
|
|
List of
Subsidiaries
|
10-K
|
000-50956
|
21.1
|
1/29/2020
|
12
|
|
|
Incorporated
By Reference
|
|||
|
Exhibit Number
|
Exhibit Description
|
Form
|
File Number
|
Exhibit
|
Filing Date
|
|
Consent
of Crowe PR PSC (formerly known as Horwath Vélez & Co,
PSC)
|
10-K
|
000-50956
|
23.1
|
1/29/2020
|
|
|
31.1*
|
Certification
of chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
31.2*
|
Certification
of chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.1**
|
Certification
of chief executive officer and chief financial officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
101.INS
|
XBRL
Instance Document
|
10-K
|
000-50956
|
101.INS
|
1/29/2020
|
|
101.SCH
|
XBRL
Taxonomy Extension Schema
|
10-K
|
000-50956
|
101.SCH
|
1/29/2020
|
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase
|
10-K
|
000-50956
|
101.CAL
|
1/29/2020
|
|
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase
|
10-K
|
000-50956
|
101.DEF
|
1/29/2020
|
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase
|
10-K
|
000-50956
|
101.LAB
|
1/29/2020
|
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase
|
10-K
|
000-50956
|
101.PRE
|
1/29/2020
|
———————
*
Filed
herewith
**
Furnished
herewith
(1)
The
schedule and similar attachments to the Asset Purchase Agreement
have been omitted from this listing pursuant to Item 601(b)(2) of
Regulation S-K. The Company will furnish copies of any such
schedules and exhibits to the US Securities Exchange Commission
upon request.
Exhibits 10.1 through 10.19 are management contracts or
compensatory plans, contracts or arrangements.
ITEM 16. FORM 10-K
SUMMARY.
None.
13
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
|
|
PHARMA-BIO SERV, INC.
|
|
|
|
|
|
|
|
|
|
|
Date:
February 28, 2020
|
By:
|
/s/ Pedro J.
Lasanta
|
|
|
Name:
|
Pedro
J. Lasanta
|
|
|
Title:
|
Chief
Financial Officer, Vice President -Finance and Administration and
Secretary
(Principal
Financial and Accounting Officer)
|
|
|
|
|
14