Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment of President and Chief Executive Officer
On November 15, 2019, RenovaCare, Inc.
(the “Company”) appointed Alan L. Rubino to the position of President and Chief Executive Officer of the Company,
effective November 15, 2019. Pursuant to his appointment, Mr. Rubino entered into an Employment Agreement with the Company
dated November 15, 2019 (the “Employment Agreement”).
Mr. Rubino is 65 years old,
and his career spans over 37 years at every level of the biopharmaceutical industry. From September 2012 until November 2019,
Mr. Rubino served as the President and Chief Executive Officer of Emisphere Technologies, Inc. where he led a turnaround over
the past seven years and helped to position Emisphere among the leading global oral drug delivery firms. Emisphere’s turnaround
was enhanced by a new four molecule collaboration with Novo Nordisk and anchored by the recent FDA approval of Novo Nordisk’s
Rybelsus which incorporated Emisphere’s carrier technology to introduce the first-ever oral GLP-1 therapeutic for the treatment
From October 2010 until July 2012,
he served as Chief Executive Officer and President of New American Therapeutics, Inc. where he and his team presided over a venture
that was focused on the acquisition, marketing, and ultimate sale of Denavir, a leading Rx topical therapeutic for HSV-1 cold
sore treatment. From February 2008 to September 2010 for a 49% IRR to investors., Mr. Rubino was CEO and President of Akrimax
Pharmaceuticals, where he acquired two Rx launch products, Tirosint and NitroMist, which are actively marketed and in growth phases
today with Tirosint selling over $100 million per year.
Prior to 2008, Mr. Rubino served as
President and Chief Operating Officer of the Pharmos Corporation, which was a development-stage publicly-held corporation, where
he led the transformation of the company through the acquisition of Vela Pharmaceuticals.
Mr. Rubino also spent four years
in senior executive leadership positions on the strategic services side at both Cardinal Health and PDI, Inc., both public companies
that provided high-level outsourcing offerings to the pharmaceutical industry.
Mr. Rubino’s distinguished career
includes a successful 24 years with Hoffmann-La Roche, Genentech (a subsidiary of Roche), which is one of the world’s top
10 biopharmaceutical companies. Mr. Rubino led eight large revenue business units (over $1 billion in revenues) and launched the
first biologic, Roferon-A (alfa-interferon 2a). Along with being a member of the U.S. Executive and Operating Committees of Roche,
Mr. Rubino presided over 20 new product launches, ranging from dermatology, organ transplantation, oncology, infectious diseases,
CNS and other therapeutic areas. In addition, he also played a leading executive role in the acquisition of Syntex Laboratories
and Boehringer Mannheim.
Mr. Rubino holds a B.A. in economics from Rutgers
University, along with a full minor in biology and chemistry and attended multiple executive education programs at Harvard Business
School,and the University of Lausanne in Switzerland. Currently, Mr. Rubino is also on the board of directors of Vericel, Inc.,
Sanuwave, Inc., and Genisphere, LLC.
The Employment Agreement, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference, provides as follows:
The effective date of the Employment Agreement is November 15, 2019.
The initial term of the Employment Agreement is three years, and the agreement will automatically renew for additional one-year
terms unless either party provides notice of non-renewal to the other party at least 90 days prior to the end of the initial term
or any renewal terms.
The Employment Agreement provides for an annual base salary of $410,000, with eligibility to receive an annual
bonus of up to $205,000.
Pursuant to the Employment Agreement, Mr. Rubino
received, on November 15, 2019 a qualified stock option (the “2019 Option”) to purchase up to 2,000,000 shares
of the Company’s common stock (“2019 Rubino Option Shares”) in accordance with the Company’s 2013
Long Term Incentive Plan (the “2013 Plan”). The 2020 Option has a six year term. The 2019 Rubino Option Shares
vest and have an associated exercise prices as follows:
Number of Shares Vesting
November 15, 2020
November 15, 2021
November 15, 2022
The incentive stock option agreement issued
to Mr. Rubino in connection with the grant of the 2019 Option reflecting these and other terms (the “Option Agreement”)
is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Pursuant to the Employment Agreement, Mr. Rubino
is to receive an additional qualified stock option grant on or about January 2, 2020 (the “2020 Option”) giving
Mr. Rubino the right to purchase up to 620,571 shares of the Company’s common stock (the “2020 Rubino Option Shares”).
The 2020 Rubino Option Shares shall have an exercise price equal to the greater of (i) closing price on the date of grant or (ii)
$3.23 per share. The 2020 Option shall have a six-year term, and become vested 100% on November 15, 2022, subject to the terms
and conditions of a to be executed stock option grant agreement between the Company and the Executive having terms and conditions
substantially similar to the Option Agreement.
Additional benefits provided to Mr. Rubino
pursuant to the Employment Agreement include participation in the Company’s other employee benefits programs made available
to similarly situated employees and an automobile allowance of up to $1,000 per month.
Pursuant to the Employment Agreement, upon
termination by the Company without Cause or by Mr. Rubino for Good Reason (as such terms are defined in the Employment Agreement),
Mr. Rubino is entitled to (in addition to other separation benefits described in the Employment Agreement) severance payments
equal to his base salary for 12 months; except, in the case of termination by the Company without Cause or termination by Mr. Rubino
for Good Reason within 12 months following a Change of Control (as such terms are defined in the Employment Agreement), in which
case Mr. Rubino is entitled to severance payments equal to his base salary for 18 months and the vesting of all stock option
grants regardless of date or condition of vesting.
The Employment Agreement provides that the Company
will use its commercially reasonable efforts to ensure that Mr. Rubino is elected as a director of the Company within a reasonable
time following the execution of the Employment Agreement and that he remains a director for the duration of his employment relationship
with the Company. In connection with his appointment as President and Chief Executive Officer of the Company and the contractual
terms of the Employment Agreement, and based on Mr. Rubino’s relevant background and experience as discussed above,
the Company’s Board of Directors (the “Board”) elected Mr. Rubino to the Board, effective as of the
date of the Employment Agreement. Mr. Rubino will join the Board, with a term expiring at the next annual meeting of stockholders
of the Company or his earlier resignation or removal.
Pursuant to the terms of the Employment
Agreement, Mr. Rubion executed and delivered an Employee, Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement,
dated November 15, 2019 (the “Employee Invention and Non-Disclosure Agreement”).
The foregoing descriptions of the Employment
Agreement, the Option Agreement and the Employee Invention and Non-Disclosure Agreement, do not purport to be complete and are
qualified in their entirety by reference to Exhibits 10.1, 10.2 and 10.3 respectively.
Additional information regarding this event
is set forth in the Company’s press release dated November 18, 2019, a copy of which is filed as Exhibit 99.1
hereto and incorporated by reference herein.
Resignation of Harmel S. Rayat as Chief Executive Officer
Effective November 15, 2019, Mr. Harmel S, Rayat
resigned as the Chief Executive Office of the Company. Mr. Rayat will continue to serve as the Company’s Chairman of the