| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Appointment
of Chief Financial Officer
On
April 27, 2023, Elite Pharmaceuticals, Inc., a Nevada corporation (the “Registrant”), entered into an employment agreement
with Mark Pellegrino to serve as the Registrants’ Chief Financial Officer effective May 1, 2023, replacing Robert Chen.
In
connection with the appointment of Mr. Pellegrino as Chief Financial Officer of the Registrant, Mr. Pellegrino 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 1, 2023, Mr. Pellegrino became an at-will employee of the Registrant as its
Chief Financial Officer. Mr. Pellegrino will fulfill his responsibilities as Chief Financial Officer, and he will receive an annual base
salary of $230,000, payable in accordance with the Registrant’s payroll practices.
Upon
approval by the Board of Directors of Elite, Mr. Pellegrino will be granted stock options to purchase 1,500,000 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. Pellegrino 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 at the discretion of the Registrant and its Chief Executive Officer.
Mr. Pellegrino will be entitled generally to the same benefits offered to other employees of Elite, subject to applicable eligibility
requirements.
The
Registrant and Mr. Pellegrino 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.
Pellegrino
joins Elite with more than 30 years of experience in financial and operational leadership, primarily in the life sciences sector, including
manufacturing and distribution. Before joining the Registrant, from 2021 to April 2023, Mr. Pellegrino served as a consultant in finance
and tax for Barbera & Barbera, CPAs. From 2012 to 2021, Mr. Pellegrino served as Senior Director of Finance & Administration
and as Controller for Kedrion Biopharma, Inc., the U.S. division of a multi-national company. From 2007 to 2009, he served as Chief Financial
Officer for Digital Products, Inc. and from 1992 to 2007, Mr. Pellegrino served as Vice President of Finance for Romaco Inc. Mr. Pellegrino
brings a wealth of diversified leadership in corporate operations, corporate finance, and accounting.
Mr.
Pellegrino has a Bachelor of Science in Accounting from Montclair State College. He is a Certified
Public Accountant (CPA).
On
May 3, 2023, the Registrant issued a press release announcing the appointment of Mr. Pellegrino as its Chief Financial Officer, effective
as of May 1, 2023. A copy of such press release is attached hereto as Exhibit 99.1.