Item 1.01. Entry into a Material Definitive Agreement
On May 26, 2019, RenovaCare, Inc. (the
“Company”) and Dr. Robin Robinson executed an Employment Agreement (the “Employment Agreement”) having an
effective date of June 1, 2020 (the “Effective Date”) pursuant to which Dr. Robinson Dr.
Robin A. Robinson will now serve in a new and expanded full-time role as the Company’s Chief Scientific Officer. Prior
to his appointment as RenovaCare Chief Scientific Officer, Dr. Robinson served as Vice President Scientific Affairs at the
Company in a part-time consulting capacity since August 2019. As Chief Scientific Officer, Dr. Robinson joins the
executive leadership team in a full-time position, with substantially expanded research and development responsibilities at
RenovaCare. A copy of the Employment Agreement is attached as Exhibit 10.1.
In addition to a base salary of $220,000 Dr. Robinson will be eligible
to earn an annual bonus equal to up to 30% of his base salary then in effect based upon the Company’s assessment of Dr.
Robinson’s achievement of personal performance goals. The Company has also agreed to grant Dr. Robinson no later than the
Effective Date, an option to purchase up to 200,000 shares of the Company’s common stock. The option will vest as to 100,000
shares on the date of grant and 100,000 shares on the 1st anniversary of the Effective Date. The initial exercise price
of the option will be the fair market value of the Company’s common stock on the date of grant. The option will only be
effective upon the execution and delivery of an option agreement substantially in the form thereof attached to the Employment
Agreement.
The Employment Agreement has
a 2 year term; however, it may be terminated by either party at any time; If terminated by the Company without cause, as defined
in the Employment Agreement, in addition to certain specified benefits, Dr. Robinson is entitled to a severance payment equal to
six months of his base salary then in effect.
In connection with the Employment
Agreement the Company and Dr. Robinson also entered into a Confidential Information and Invention Assignment Agreement in the form
attached to the Employment Agreement, effective as of the Effective Date.
For the eight years to April 2016, Dr. Robinson was the Director
of the Biomedical Advanced Research and Development Authority at the U.S. Department of Health and Human Services. From May 2016
to the present, Dr. Robinson has provided consultation services to multiple multi-national and U.S.-based vaccine, pharmaceutical,
venture capital, and scientific consulting companies. Additionally, he has served as an acting chief executive officer of U.S.-based
start-up vaccine company and served as a senior scientist to advise on the creation of a new company focused on the development
of stem cell therapies.
The summary of the terms of
the Employment Agreement and the included in this Current Report on Form 8-K (this “Report”)
does not purport to be complete and is qualified in its entirety by reference to the Agreement as attached as Exhibit
10.1 and is incorporated by reference herein.
For the eight years to April 2016, Dr. Robinson was the Director
of the Biomedical Advanced Research and Development Authority at the U.S. Department of Health and Human Services. From May 2016
to the present, Dr. Robinson has provided consultation services to multiple multi-national and U.S.-based vaccine, pharmaceutical,
venture capital, and scientific consulting companies. Additionally, he has served as an acting chief executive officer of U.S.-based
start-up vaccine company and served as a senior scientist to advise on the creation of a new company focused on the development
of stem cell therapies.
On May 22, 2020 the Company’s Board of Directors also granted certain
officers, directors and consultants an aggregate of 1,550,000 options vesting as to 50% thereof on the date of grant and 50%
thereof on the 1st anniversary of the date of grant. The exercise price was set at $1.40 per share, the closing
price of the Company’s common stock on the date of grant as reported on the OTC Pink Sheet trading platform. Mr.
Jatinder Bhogal, the Company’s Chief Operating Officer received an option to purchase up to 1,000,000 shares and Mr.
Kenneth Kirkland, a member of the Company’s Board of Directors received an option to purchase up to50,000 shares; the
balance of the options was granted to a consultant to the Company. The option grants will be effective upon execution and
delivery by the recipients of a stock option agreement substantially in the form attached as Exhibit 10.2 to this
Report.