Current Report Filing (8-k)
October 04 2017 - 9:01AM
Edgar (US Regulatory)
UNITED STATES
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): October 3, 2017
moleculin
biotech, INC.
(Exact Name of Registrant as Specified in
its Charter)
DELAWARE
|
001-37758
|
47-4671997
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(Commission File No.)
|
(I.R.S. Employer Identification No.)
|
2575
WEST BELLFORT, SUITE 333, HOUSTON TX 77054
(Address of principal executive offices
and zip code)
(713) 300-5160
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
from 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):
|
¨
|
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-14(c)).
|
Indicate by check mark whether the registrant
is an emerging growth company 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
x
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.
x
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2017,
the Compensation Committee of the Board of Directors, after researching comparable companies and using a leading industry survey,
recommended to the Board of Directors of Moleculin Biotech, Inc. (the “Company”), and after receiving the recommendation,
the Board of Directors approved the following compensation arrangements with its named executive officers:
|
·
|
Walter V. Klemp, Chief Executive Officer, was granted a cash bonus award of $93,000 and was issued
a 10-year option to purchase 340,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with 4-year annual
vesting (i.e., one-quarter of grant vests on the first, second, third and fourth anniversary of the issuance date) and an exercise
price equal the closing price of the Company's common stock on the date of approval. Effective July 1, 2017, Mr. Klemp’s
base compensation was increased to $350,000 for the compensation year ending May 30, 2018, his targeted cash bonus for such year
was set at 50% of base compensation, and his targeted option grant value for such year was set at $800,000; provided that the cash
bonus and option grants for the year are subject to Compensation Committee approval.
|
|
·
|
Jonathan Foster, Chief Financial Officer, was granted a cash bonus award of $75,000 and was issued
a 10-year option to purchase 145,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with 4-year annual
vesting (i.e., one-quarter of grant vests on the first, second, third and fourth anniversary of the issuance date) and an exercise
price equal the closing price of the Company's common stock on the date of approval. Effective July 1, 2017, Mr. Foster’s
base compensation was increased to $300,000 for the compensation year ending May 30, 2018, his targeted cash bonus for such year
was set at 43% of base compensation, and his targeted option grant value for such year was set at $450,000; provided that the cash
bonus and option grants for the year are subject to Compensation Committee approval.
|
|
·
|
Donald Picker, Chief Science Officer, was granted a cash bonus award of $50,000 and was issued
a 10-year option to purchase 60,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with 4-year annual
vesting (i.e., one-quarter of grant vests on the first, second, third and fourth anniversary of the issuance date) and an exercise
price equal the closing price of the Company's common stock on the date of approval. Effective July 1, 2017, Dr. Picker’s
base compensation will be $225,000 for the compensation year ending May 30, 2018, his targeted cash bonus for such year was set
at 30% of base compensation, and his targeted option grant value for such year was set at $100,000; provided that the cash bonus
and option grants for the year are subject to Compensation Committee approval.
|
In addition, on October
3, 2017, the Board approval the following policy for compensating non-employee members of the Board:
|
·
|
Each non-employee director shall receive annual cash compensation of $35,000. In addition, the
chair person of the Audit Committee, Compensation Committee and Nominating and Governance Committee shall receive an annual compensation
of $15,000, $10,000 and $7,500, respectively; the other members of such committees shall receive an annual compensation of $7,500,
$5,000 and $3,750, respectively; and the Lead Independent Director shall receive an annual compensation of $15,000. All payments
will be made within 15 days after calendar quarter end.
|
|
·
|
Upon the initial appointment (or election) of non-employee directors to the Board, the director
will be issued a 10-year option to purchase 20,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with
3-year annual vesting and an exercise price equal the closing price of the Company's common stock on the date of the appointment
(or election).
|
|
·
|
Annually, on the date of the Company’s annual meeting, each non-employee director that is
re-elected at the annual meeting will be issued, upon a motion and approval of the Board of Directors, a 10-year option to purchase
15,000 shares of the Company's common stock, under the Company's 2015 Stock Plan, with 3-year annual vesting and an exercise price
equal the closing price of the Company's common stock on the date of the annual meeting.
|
SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
MOLECULIN BIOTECH, INC.
|
|
|
|
Date: October 4, 2017
|
|
|
|
By:
|
/s/ Jonathan P. Foster
|
|
|
Jonathan P. Foster
|
|
|
Chief Financial Officer
|
Moleculin Biotech (NASDAQ:MBRX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Moleculin Biotech (NASDAQ:MBRX)
Historical Stock Chart
From Sep 2023 to Sep 2024