| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Appointment of New Chief Executive Officer
On May
17, 2022, Adamis Pharmaceuticals Corporation (the “Company”) appointed David J. Marguglio, the Company’s Senior Vice
President and Chief Business Officer and a director, as the President and Chief Executive Officer of the Company, such appointment to
be effective May 18, 2022, upon the effectiveness of the retirement from the Company of Dennis J. Carlo, Ph.D., as described below. Mr.
Marguglio has been Senior Vice President and Chief Business Officer of the Company since March 2017, joined the Company as Vice President,
Business Development and Investor Relations and a director in April 2009 and has served as a director on the board of directors of the
Company (the “Board”) since that time, and has also served as Senior Vice President of Corporate Development. Prior to joining
the Company, he held various positions with Citigroup Global Markets, Inc., Smith Barney and Merrill Lynch and founded and ran two different
startup companies. He earned a degree in finance and management from the Hankamer School of Business at Baylor University.
In
connection with his appointment as President and Chief Executive Officer, the Company has entered into an employment agreement with
Mr. Marguglio which supersedes and replaces his existing employment agreement with the Company dated December 31, 2015. Under the
new agreement, the Company has agreed to employ Mr. Marguglio as President and Chief Executive Officer. The agreement provides for
an initial base salary at a rate of $500,000 per annum, effective upon the effectiveness of his appointment. Mr. Marguglio is
eligible to participate in benefit programs that are routinely made available to officers, including any stock ownership plans or
equity incentive plans, profit sharing plans, incentive compensation or bonus plans, retirement plans, Company-provided life
insurance, or similar benefit plans maintained or sponsored by the Company, including without limitation eligibility to receive an
annual cash bonus under the Company’s Bonus Plan at the target percentage of annual base salary applicable to the chief
executive officer (and appropriately and proportionately pro rated for the 2022 year based on the number of days that Mr. Marguglio
serves as chief executive officer during such year). Mr. Marguglio is eligible to receive such discretionary bonuses as the Board or
the Compensation Committee may approve, and the Board may in its discretion make discretionary cash or equity payments, awards,
changes in base salary, bonuses or other payments to its officers and employees including Mr. Marguglio. Mr. Marguglio is also
eligible to participate in the Company’s employee health benefit plans, including medical, dental and vision. The employment
agreement is terminable at any time by either party. Under the terms of the agreement, if the Company terminates
Mr. Marguglio’s employment at any time, he will be entitled to receive any unpaid prorated base salary along with all
required benefits and expense reimbursements. If Mr. Marguglio’s employment is terminated without cause or if he terminates
his employment for Good Reason (as such terms are defined in the employment agreement), then conditioned on timely execution of a
general release and waiver, he is entitled to receive severance compensation at his then-annual base salary rate for a period of 18
months, and assuming eligibility and timely elections pursuant to the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”), the Company agrees to pay (subject to certain conditions and limitations) the same portion of premiums for
such coverage that it pays for similarly-situated employees for the same level of group medical coverage, as in effect as of the
effective date of termination, for the period from the effective date of termination through the earliest of 18 months after the
effective date of termination or the date that Mr. Marguglio becomes eligible for group medical care coverage through other
employment. In addition, in the event of a termination without cause, a number of unvested stock options will accelerate, vest and
be exercisable as if Mr. Marguglio had remained employed during the severance period, and all options will remain exercisable for a
period of one year after the date of termination. Under the agreement, upon termination of employment by reason of death or
disability, any options that are vested and exercisable on the termination date will remain exercisable for 12 months after the date
of cessation of service. In addition, in the event of a change in control, all unvested options held by Mr. Marguglio will
accelerate and be exercisable in full and any unvested shares will vest in full.
The Company
also has previously entered into its standard form of indemnity agreement with Mr. Marguglio, pursuant to which, among other things,
the Company as agreed to indemnify Mr. Marguglio to the fullest extent permitted by law, including indemnification against expenses and
liabilities incurred in legal proceedings to which he was, or is threatened to be made, a party by reason of the fact that he is or was
a director, officer, employee or agent of the Company, provided that he acted in good faith and in a manner that he reasonably believed
to be in, or not opposed to, the best interest of the Company. There are no family relationships
between Mr. Marguglio and any director or executive officer of the Company, and, except as set forth above, Mr. Marguglio does not have
any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of
Regulation S-K. Except as described above, there are no arrangements or understandings between Mr. Marguglio and any other persons
pursuant to which he was selected as Chief Executive Officer.
Resignation of Chief Executive
Officer and Director
On May
18, 2022, the Company and Dennis J. Carlo, Ph.D., the Company’s chief executive officer and a director, entered into a Separation
Agreement and Release (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Dr. Carlo resigned
from his positions as Chief Executive Officer and as an officer, director and employee of the Company and all subsidiaries effective May
18, 2022 (the “Separation Date”). Dr. Carlo’s resignation from the Board was not due to any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
Pursuant to the Separation
Agreement, in consideration for Dr. Carlo entering into and not revoking the Separation Agreement,
the Company agreed to pay Dr. Carlo a cash severance payment equal to $1,433,000, less applicable withholdings, taxes and
other lawful deductions, payable in a lump sum within 14 days after the Separation Date and after the expiration of the applicable revocation
period (or otherwise as provided in the Separation Agreement). The Separation Agreement provides
that in the event that Dr. Carlo timely elects continuation coverage of health benefits under the Company’s health plan pursuant
to COBRA, the Company will, subject to certain limitations and conditions, pay the same portion of premiums for such coverage that it
pays for similarly-situated employees for the same level of group medical coverage, as in effect as of the Separation Date, for the period
from the Separation Date through the earliest of 18 months from the Separation Date, or the date that Dr. Carlo becomes eligible for group
medical care coverage through other employment or is no longer eligible under COBRA for continuation coverage for medical care. In addition,
pursuant to the Separation Agreement the vesting of restricted stock units held by Dr. Carlo covering 250,000 shares of common stock will
be accelerated so that they are fully vested. Outstanding stock options held by Dr. Carlo, all of which are vested,
will remain exercisable for a period of one year after the Separation Date. In the Separation Agreement, Dr. Carlo agreed to cooperate
with and assist the Company regarding certain matters and transitioning his employment duties and responsibilities. Subject to certain
exceptions and limitations, the Separation Agreement includes a mutual general release of
claims by Dr. Carlo and the Company in favor of the other party and certain related persons and parties, and customary confidentiality,
nondisparagement and cooperation provisions. The Separation Agreement also includes certain
other customary representations, warranties and covenants of Dr. Carlo, and provides for reimbursement of certain expenses incurred by
Dr Carlo. The Separation Agreement supersedes all other agreements or arrangements between
Dr. Carlo and the Company regarding the subject matter of the agreement including concerning severance payments and benefits, including
without limitation the employment agreement previously entered into between Dr. Carlo and the Company.
The foregoing description of the
Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement and
Release filed as an exhibit to this Report and incorporated herein by reference.