of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Pharmaceuticals, Inc. (the “Company”) announces that Brian Barnett, MD, age 47, has been appointed as Chief Executive
Officer effective December 26, 2018. Dr. Barnett replaces Dr. Jonathan Head in this position. Dr. Head will continue to serve
the Company as the Chairman of the Board of Directors and now as its Chief Scientific Officer effective December 26, 2018. Prior
to joining the Company, Dr. Barnett served at Puma Biotechnology, Inc. since August 2016 (“Puma”) most recently as
a Vice President and Head of Medical Affairs. Prior to his time with Puma, Dr. Barnett was with Genentech, Inc., a subsidiary
of Roche, from October 2012 to August 2016 and served most recently as the Medical Director, Kadcyla (T-DM1), Global Product Development
Oncology. Prior to his appointment as CEO, Dr. Barnett was a member of our Scientific Advisory Board. Dr. Barnett received his
B.S. from Millsaps College and M.D. from the University of Mississippi.
Company and Dr. Barnett entered into an employment agreement effective December 26, 2018, which provided that Dr.
Barnett’s base salary would be $250,000 per year. Dr. Barnett is also eligible to receive a performance based bonus of
up to $150,000 upon completion of specific metrics established by the Company’s Board of Directors. Dr. Barnett is
entitled to participate in all medical and other benefits that the Company has established for its employees.
the effectiveness of Dr. Barnett’s employment agreement, he was granted options to purchase a number of shares of
the Company’s common stock equal to $100,000 divided by the volume weighted average price of the Company’s common
stock for the ten (10) business days prior to the effective date of the employment agreement. The option grant is subject to continued
employment, and will vest ratably over the first three anniversary dates of the grant date.
upon the closing of a transaction during calendar year 2019 which results in the sale of common stock of the Company on terms
acceptable to the Board that provides net proceeds to the Company of no less than $4,000,000 (a “Qualifying Transaction”),
Dr. Barnett shall be granted options to purchase a number of shares of the Company’s common stock equal to $50,000 divided
by the transaction price of the Company’s common stock in the Qualifying Transaction. The option grant is subject to continued
employment, and will vest ratably over the first three anniversary dates of the date of the closing of the Qualifying Transaction.
Barnett does not have any family relationships with any of the Company’s other officers or directors.
Company intends to schedule an investor conference call to introduce Dr. Barnett which will be scheduled after the first of the
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.