Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2014 in a case styled Spring Hill Bioventures SDN BHD, derivatively
and on behalf of Viropro, Inc., v. Cynthia Ekberg Tsai and Richard Serbin (Index
No. 654167/2013), the New York State Supreme Court entered a Decision and Order
stating that the will of the majority of the shareholders of the registrant
("Viropro") set forth in a written consent dated March 27, 2014 be enforced and
that Cynthia Ekberg Tsai and Richard Serbin, whose terms as directors had
expired, be replaced effective February 27, 2014 by the following Board members:
Bruce A. Cohen, Kenneth A. Sorensen and Michelle L. E. Peake. In addition, the
Court ordered Cynthia Ekberg Tsai, the President and CEO of Viropro at the time
of the Court hearing, to turn over all documents and incidents of control over
Viropro, including all information about Viropro's accounts and access to them,
to the new Board of Directors.
The Viropro Board of Directors terminated the employment of Cynthia Tsai as
President and CEO of Viropro for cause under the terms of her employment
agreement with Viropro. Ms. Tsai has demanded payment of her unpaid annual
salary of $100,000 since 2012 and the issuance of the cashless options that she
believes are owed to her by Viropro under the terms of her employment agreement.
The Board has stated its intention to pursue its damage claims of not less than
$10 million against Ms. Tsai in the above-referenced litigation.
The Board appointed Dr. Joseph J. Vallner as Acting President and Bruce A. Cohen
as Chairman of the Board. Since 2009 Dr. Vallner has served as a consultant
primarily to small pharmas/biotech companies and was previously President of
ORUUS Pharma, a cancer drug delivery company, Lumera Corp., a company that
developed products for electro-optics applications, which was a publicly traded
company on NASDAQ during the time Dr. Vallner was its President and CEO, and
President and CEO of Capnia, a company that developed nasal delivery of
therapeutic gas for migraine and other inflammation disorders. Dr. Vallner
received his BS degree in Pharmacy, his MS degree in :Physical Chemistry and his
PhD in Pharmaceutics (Biochemistry minor) from the University of Wisconsin. The
Board is negotiating an employment agreement with Dr. Vallner.
Bruce A. Cohen has served as founding President and CEO of several biotech
companies and assisted them with financings, including Vitapath Genetics, Inc.
from 2008-2012, a personalized genetics company, Cellerant Therapeutics, Inc.,
from 2002-2007, a stem cell therapy company, and Acacia Biosciences, Inc. from
1997-2000, a bioinformatics-based functional genomics discovery company. Mr.
Cohen was CFO of GeneSoft Pharmaceuticals from 2000-2001 and Vice President at
SEQUUS Pharmaceuticals, Inc. from 1995-1997, a pharma company involved with
liposome-based oncology and anti-infective drugs. Prior to these executive
roles, Mr. Cohen was the President and COO of ViTel International and a
management consultant with Monitor Company. Mr. Cohen has an MBA with
distinction from Harvard Business School, and a BA and MA from Tufts University.
Viropro issued a press release on June 2, 2014 to disclose these events, a copy
of which is attached to this Current Report on Form 8-K as Exhibit 99.1.