Current Report Filing (8-k)
October 13 2017 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
October 6, 2017
Repros
Therapeutics Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State or Other
Jurisdiction of
Incorporation)
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001-15281
(Commission File
Number)
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76-0233274
(I.R.S. Employer
Identification No.)
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2408 Timberloch Place, Suite B-7
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The Woodlands, TX
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77380
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(281) 719-3400
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)).
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in
Rule 405
of
the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter)
.
Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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As previously disclosed, on April 9, 2017, Larry Dillaha, M.D.,
was named the permanent President and Chief Executive Officer of Repros Therapeutics Inc. (the “Company”). When Dr.
Dillaha’s employment was announced, the Company disclosed that his compensation in his role as permanent President and Chief
Executive Officer would be determined thereafter and disclosed at that time.
On October 6, 2017, Dr. Dillaha executed an employment agreement
(the “Employment Agreement”), which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The following
description of the Employment Agreement is a summary only and is qualified in all respects by the full text of the Employment Agreement.
The Employment Agreement shall continue until terminated by
the Company or Dr. Dillaha, as provided in the Employment Agreement. Dr. Dillaha shall receive a base salary at the annual rate
of $420,000, less applicable withholdings, and shall be eligible for discretionary annual bonus payments, if any, as determined
by the Company’s Compensation Committee in its sole discretion, on such terms and conditions as determined by the Compensation
Committee. Dr. Dillaha shall be entitled to benefits, vacation and expense reimbursement in accordance with the Company’s
typical policies for executives. Upon termination of Dr. Dillaha without Cause or resignation by Dr. Dillaha for Good Reason, not
related to a Change in Control (all such terms as defined in the Employment Agreement), Dr. Dillaha will be eligible to receive
a lump sum severance payment equal to his annual Base Salary (at the rate in effect immediately before his date of termination).
If a Change in Control occurs and Dr. Dillaha’s employment with the Company is terminated by the Company for any reason other
than on account of for Cause, Disability (as defined in the Employment Agreement) or death, or by Dr. Dillaha on account of Good
Reason, in either case, on the date of the Change in Control or within the two (2) year period following the occurrence of the
Change in Control, Dr. Dillaha will be eligible to receive (i) a lump sum severance payment equal to his annual Base Salary (at
the rate in effect immediately before his date of termination), (ii) an amount equal to eighteen (18) times the monthly COBRA premium
rate (at the rate in effect immediately before the date of Dr. Dillaha’s date of termination) that Dr. Dillaha would have
to pay to continue health benefits under the Company’s health plans in which he and his spouse and eligible dependents were
participating in immediately prior his date of termination and (iii) full vesting and exercisability of all outstanding unvested
equity awards held by Dr. Dillaha which are not vested and exercisable on his date of termination.
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Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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REPROS THERAPEUTICS INC.
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By:
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/s/ Kathi Anderson
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Kathi Anderson
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CFO
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Dated: October 13, 2017
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