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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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Appointment of Chief Financial Officer
On April 26, 2021, Elite Pharmaceuticals, Inc., a
Nevada corporation (the “Registrant”), entered into an employment agreement with Marc Bregman to serve as the Registrants’
Chief Financial Officer, replacing Carter J. Ward, who served as the Registrant’s Chief Financial Officer effective May 17, 2021.
In connection with the appointment of Mr. Bregman
as Chief Financial Officer of the Registrant, Mr. Bregman and the Registrant entered into a letter agreement (the “Employment Letter”).
A copy of the Employment Letter is attached to this Current Report on Form 8-K as Exhibit 10.1, and the summary of the material terms
of the Employment Letter set forth in this Current Report on Form 8-K is qualified in its entirety by reference to such exhibit.
Pursuant to the terms of the Employment Letter, commencing
on May 17, 2021, Mr. Bregman became an at-will employee of the Registrant as its Chief Financial Officer. Mr. Bregman will fulfill his
responsibilities as Chief Financial Officer, and he will receive an annual base salary of $187,000, payable in accordance with the Registrant’s
payroll practices. Pursuant to the Employment Letter, Mr. Bregman agrees to not knowingly undertake or engage in any employment, occupation,
or business enterprise that is, directly or indirectly, adverse to the interest of the Registrant.
Upon approval by the Board of Directors of Elite,
Mr. Bregman will be granted stock options to purchase 300,000 ELTP Shares. The options will vest over a three-year period, commencing
one year from the date of issuance. The strike price will be equal to the closing price of the Company’s stock as traded on the
OTC Bulletin Board (symbol ELTP) on the first day of employment.
In addition, pursuant to the Employment Letter, Mr.
Bregman may become eligible for cash and/or equity-based awards that may be granted by the Registrant in the future, with any such awards
to be granted in the discretion of the Registrant and its Chief Executive Officer. Mr. Bregman will be entitled generally to the same
benefits offered to other employees of Elite, subject to applicable eligibility requirements.
The Registrant and Mr. Bregman also entered into the
Registrant’s standard Employee Proprietary Information and Non-Solicitation Agreement that the Registrant requires its employees
to execute in connection with their employment with the Registrant.
Mr. Bregman has more than 27 years of financial and
operational experience. Before joining the Registrant, from February 2015 to the present, Mr. Bregman served as the Operations Controller
for Langan. From July 2015 to February 2015, Mr. Bregman was the Financial Controller at Chemtrade Logistics. Mr. Bregman held corporate
financial positions at Chemetall from May 2009 to July 2013 and National Starch & Chemical Company from February 1999 to February
2009. Mr. Bregman is a certified public accountant and began his career with Ernst & Young and served as a Senior Auditor. Mr. Bregman
brings experience in financial accounting, financial planning & analysis, governance & compliance, financial auditing, Sarbanes-Oxley
Act (SOX) compliance, and cost accounting.
Mr. Bregman holds a Bachelor’s degree in Accounting
from William Paterson College and a Master of Science in Business degree from the Martin Tuchman School of Management at the New Jersey
Institute of Technology. Mr. Bregman is a Certified Public Accountant (CPA).
Effective as of May 17, 2021, Mr. Bregman replaced
Mr. Ward as the Registrant’s Chief Financial Officer, and Mr. Ward, who also served as the Registrant’s Secretary and Treasurer,
ceased providing services to the Registrant in such capacities as of May 14, 2021.
On April 29, 2021, the Registrant issued a press release
announcing the appointment of Mr. Bregman as its Chief Financial Officer, effective as of May 17, 2021. A copy of such press release is
attached hereto as Exhibit 99.1.