Employment Agreement of Dr. Pestell
In connection with the signing of the Transaction Agreement, on August 27, 2018, Dr. Pestell was named Interim Chief Medical Officer
of the Issuer. Upon the closing of the Acquisition, Dr. Pestell was appointed Chief Medical Officer of the Issuer and entered into an employment agreement (the Employment Agreement) with the Issuer, dated as of November 16,
2018. The Employment Agreement provides for a three year term of employment, unless terminated by either party pursuant to the terms of the Employment Agreement. The Employment Agreement also provides for, among other things, (i) an annual base
salary of $400,000, (ii) a target annual bonus equal to 50% of Dr. Pestells base salary, (iii) an annual supplemental bonus in an amount to be determined at the sole discretion of the Issuers Board, and (iv) other
customary benefits described in the Employment Agreement. Upon the closing of the Acquisition, in connection with the appointment of Dr. Pestell as Chief Medical Officer of the Issuer, Dr. Pestell was granted options to purchase 350,000
shares of Common Stock described in Item 5 above.
The foregoing descriptions of the Stock Restriction Agreement, the Escrow Agreement, the
Covenants Agreement, and the Employment Agreement are qualified in their entirety by reference to the full text of each agreement, copies of which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively, to
the Form 8-K12G
filed by the Issuer on November 19, 2018, and are incorporated by reference into this Item 6.
Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement, dated as of November 26, 2018, by and between Dr. Pestell and ProstaGene, LLC.
Exhibit B: Transaction Agreement, dated as of August 27, 2018, by and among CytoDyn Inc., Point NewCo Inc., Point Merger Sub Inc.,
ProstaGene, LLC and Richard G. Pestell, M.D., Ph.D. (incorporated by reference to Exhibit 2.1 to the Form
8-K
filed on August 28, 2018)
Exhibit C: Escrow Agreement, dated as of November 16, 2018, by and among ProstaGene, LLC, CytoDyn Inc., and Computershare Trust Company,
N.A. (incorporated by reference to Exhibit 10.2 to the Form
8-K
filed on November 19, 2018).
Exhibit D: Stock Restriction Agreement, dated as of November 16, 2018, by and among CytoDyn Inc., ProstaGene, LLC and
Dr. Richard G. Pestell (incorporated by reference to Exhibit 10.3 to the Form
8-K
filed on November 19, 2018).
Exhibit E: Confidential Information, Inventions and Noncompetition Agreement, dated as of November 16, 2018, by and among CytoDyn Inc.,
CytoDyn Operations Inc. and Dr. Richard G. Pestell (incorporated by reference to Exhibit 10.4 to the Form
8-K
filed on November 19, 2018).
Exhibit F: Employment Agreement, dated as of November 16, 2018, by and among CytoDyn, Inc., CytoDyn Operations Inc. and
Dr. Richard G. Pestell (incorporated by reference to Exhibit 10.5 to the Form
8-K
filed on November 19, 2018).