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MTST > SEC Filings for MTST > Form 8-K on 17-Apr-2013All Recent SEC Filings

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Form 8-K for METASTAT, INC.


17-Apr-2013

Entry into a Material Definitive Agreement, Change in Directors or Principal Offic


Item 1.01 Entry into a Material Definitive Agreement

On April 12, 2013, MetaStat, Inc. (the "Company") entered into an advisory agreement (the "Agreement") with David Epstein, Ph.D. to serve as the Company's Head of Drug Development / Director until terminated in accordance with the terms of the Agreement.

Dr. Epstein shall devote up to 30 hours per month, or 360 hours per year, of business time to the performance of his duties under the Agreement. In exchange for such services, the Company has agreed to pay to Dr. Epstein fees of $250.00 per hour and issue to him 100,000 restricted shares of the Company's common stock. In addition, upon the achievement of each of the three milestones set forth in the Agreement, the Company shall issue an additional 200,000 restricted shares of common stock to Dr. Epstein, subject to his continued service with the Company.

During the term of the Agreement and for a period of 12 months thereafter, Dr. Epstein has agreed to not compete with the Company and/or any of its affiliates, in any phase of the business of developing, manufacturing and marketing of products or services that are related to Mena (and all of its isoforms) in connection with cancer diagnostics, therapeutics, drug development or biomarkers. Dr. Epstein also agreed to 12-month non-solicitation provision.

The Agreement is terminable by either party at any time. In the event of termination by the Company without cause or by Dr. Epstein for good reason not in connection with a change in control, as those terms are defined in the Agreement, he is entitled to 12 months' severance. In the event of termination by the Company without cause or by Dr. Epstein for good reason in connection with a change in control, he is entitled to three months' severance.

The Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. On April 15, 2013, the Company issued a press release concerning the above matter, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements of Certain Officers

Effective as of April 16, 2013, the board of directors of the Company appointed Dr. Epstein to serve as a director. From May 2006 to March 2013, Dr. Epstein, 54, served as Senior Vice President and Chief Scientific Officer for OSI Pharmaceuticals ("OSI"), now a wholly owned subsidiary of Astellas Pharma US, Inc., where he had strategic and operational oversight of OSI's oncology discovery research and translational medicine programs. From May 2001 to April 2006, Dr. Epstein served as vice president of Archemix Corp, an aptamer therapeutics-focused discovery and development company, where he was responsible for overseeing Archemix's aptamer research and pre-clinical development programs.

The terms of the Agreement between the Company and Dr. Epstein under Item 1.01 above are incorporated herein by reference.



Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.                        Description

   10.1       Advisory Agreement between the Company and Dr. David
              Epstein dated April 12, 2013.

   99.1       Press Release dated April 15, 2013.


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