News Column

PHARMAGEN, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

June 24, 2014

Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreement

On April 1, 2014, we entered into an employment agreement with Boyd P. Relac to serve as our Chief Operating Officer. On June 18, 2014, we entered into a First Amended and Restated Employment Agreement with Mr. Relac. Pursuant to the First Amended Agreement, Mr. Relac is employed on an at-will basis at a salary of $250,000, of which $175,000 shall be paid in cash until the earlier of: (i) the Company's receipt of financing of at least $5,000,000 from a single source or consolidated group, or (ii) January 1, 2015 (the "Triggering Event"). Upon the Triggering Event, Mr. Relac's salary shall increase to $250,000. Mr. Relac will also be eligible for a bonus up to an amount equal to his salary based on objectives to be set by the Board of Directors or a Committee thereof. In the event of termination of the agreement by us for anything other than cause, Mr. Relac will be entitled to severance benefits for a period of (y) six (6) months from the termination date if the terminate date is prior to the Triggering Event, or (z) twelve (12) months from the termination date if the termination date is on or after the Triggering Event. Finally, we agreed within a reasonably practicable time to grant to Mr. Relac options to purchase 16.5 million shares of our common stock at $0.01 per share, with 9 million of the options vesting on December 31, 2014 or an earlier change of control, and the remaining 7.5 million vesting on the date which is two years after the start of his employment, or an earlier change of control.

Item 3.02 Unregistered Sales of Equity Securities.

On June 19, 2014, we issued 14.2 million shares of our common stock, restricted in accordance with Rule 144, to Boyd P. Relac as consideration for unpaid compensation and expense reimbursements that were waived in the total amount of $71,000. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, Mr. Relac was an accredited investor, and there was no solicitation in connection with the issuance.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 First Amended and Restated Employment Agreement with Boyd P. Relac 2


For more stories on investments and markets, please see HispanicBusiness' Finance Channel

Source: Edgar Glimpses

Story Tools Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters