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| IMMY > SEC Filings for IMMY > Form 8-K on 27-Jul-2012 | All Recent SEC Filings |
27-Jul-2012
Entry into a Material Definitive Agreement, Change in Directors or
Agreement with Chief Executive Officer
On July 24, 2012, Imprimis Pharmaceuticals, Inc. (the "Company") entered an
Amended and Restated Employment Agreement with Mr. Baum, its Chief Executive
Officer (the "Amended Baum Employment Agreement"), which amends and restates in
its entirety the employment agreement entered into with Mr. Baum on April 1,
2012 concurrently with his appointment as the Company's Chief Executive Officer.
Under the terms of the Amended Baum Employment Agreement, Mr. Baum will become
eligible to receive certain severance benefits as set forth in such agreement,
which include severance pay equal to the sum of Mr. Baum's annual base salary
and annual bonus, upon the Company's completion of a financing resulting in
aggregate cash proceeds to the Company of at least $5,000,000. Once Mr. Baum
becomes eligible to receive such severance benefits, Mr. Baum would be entitled
to such benefits in the event of a termination of Mr. Baum by the Company
without cause (as defined in such agreement) or due to Mr. Baum's death or
disability. Mr. Baum's base annual salary and annual bonus were not modified.
Agreement with Consultant
On July 24, 2012, the Company entered an Amendment to Advisory Agreement with
Dr. Kammer (the "Advisory Agreement Amendment"), in order to amend certain
provisions of the advisory agreement entered with Dr. Kammer on April 1, 2012.
Pursuant to the Advisory Agreement Amendment, Dr. Kammer has agreed to not sell
more than 5% of the shares of the Company's common stock acquired as
compensation under his advisory agreement, through the exercise of stock options
or otherwise, in any monthly period without the approval of the Company's Board
of Directors.
(a)
Effective as of the close of business on July 25, 2012, Dr. Balbir Brar submitted his resignation as a director on the Board of Directors (the "Board") of the Company. Dr. Brar will continue in his capacity as the President of the Company.
Effective on July 26, 2012, the Board of Directors of the Company appointed Steven G. Austin, CPA, as a new director on the Board of the Company. The Company expects that, upon the Board's establishment of an audit committee, Mr. Austin will serve as the chair of that committee. In connection with his appointment as a director, the Board approved the issuance to Mr. Austin of an option to purchase up to 85,616 shares of the Company's common stock under the Company's 2007 Incentive Stock and Awards Plan. Such option has an exercise price of $0.90 per share, has a term of five years, and vests monthly over a period of one year commencing on January 1, 2013. As additional compensation for his services as a director, the Company has agreed to pay Mr. Austin a quarterly cash payment of $5,000 and, as compensation for his expected services as the chair of the audit committee of the Board upon the establishment of that committee, the Company has agreed to pay Mr. Austin a quarterly cash payment of $1,250 commencing on his appointment as the chair of the audit committee.
(e)
The information set forth under the heading "Agreement with Chief Executive Officer" in Item 1.01 above is incorporated in this Item 5.02(e) by reference.
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