Current Report Filing (8-k)
May 10 2013 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 3, 2013
Intellect
Neurosciences, Inc.
(Exact Name Of Registrant As Specified In
Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-128226 |
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20-2777006 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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45 West 36th Street, New York, NY |
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10018 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(212)
448-9300
(Registrant’s Telephone Number, Including
Area Code)
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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£ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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£ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Effective May 3, 2013, Dr. Daniel Chain
resigned as Chief Executive Officer and Chairman of the Board of Directors of Intellect Neurosciences, Inc. (the “Company”).
As described in Dr. Chain’s resignation
letter dated May 3, 2013 attached as an exhibit hereto, Dr. Chain was motivated by a disagreement with the Company relating to
various matters concerning his compensation, including salary payments, expense reimbursements and issuance of incentive stock
compensation.
In addition, the Board of Directors of
the Company is in a disagreement with Dr. Chain concerning his pursuit, for his personal benefit, of the development of CHF5074,
a drug product candidate designed as a treatment for early stage Alzheimer’s disease. CHF5074 is currently or previously
owned by Chiesi Farmaceutici S.p.A., a pharmaceutical company based in Parma, Italy. The Board of Directors of the Company views
the development of CHF5074 as a suitable opportunity for the Company that Dr. Chain is precluded from taking for himself.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. |
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Description |
99.1 |
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Resignation Letter of Dr. Daniel Chain dated May 3, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Date: May 9, 2013 |
INTELLECT NEUROSCIENCES, INC. |
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By: |
/s/ Elliot Maza |
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Name: |
Elliot Maza |
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Title: |
Director and Consulting CFO |