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EX-99.1 - Protagenic Therapeutics, Inc.\new | v163627_ex99-1.htm |
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 20, 2009
ATRINSIC,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-12555
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06-1390025
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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469 7th Avenue,
10th
Floor, New York, NY 10018
(Address
of Principal Executive Offices/Zip Code)
(212)
716-1977
(Registrant’s
telephone number, including area code)
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):
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¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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Item
1.02
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Termination
of a Material Definitive
Agreement
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On October 20, 2009, Atrinsic, Inc.
(the “Company”) and Burton Katz, the Company’s former Chief Executive Officer,
entered into a Separation and Mutual Release Agreement. The agreement
provides that the certain Employment Agreement entered into by and between the
Company and Mr. Katz dated February 1, 2008, as amended, pursuant to which the
Company retained Mr. Katz is terminated and of no further force or effect as of
October 6, 2009, the date of Mr. Katz’s resignation from the Company, except in
respect of the Company’s indemnification and director and officer liability
insurance obligations under the Employment Agreement. The agreement
further provides that the Company will pay Mr. Katz an amount equal to $850,000
in connection with his separation and that all 375,000 restricted stock units
held by Mr. Katz and all rights of Mr. Katz to receive shares of common stock of
the Company pursuant to such restricted stock units are
terminated. In addition, the agreement provides that Mr. Katz will
have until October 5, 2010 to exercise his 444,434 options to purchase common
stock of the Company.
Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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As reported in the Form 8-K filed by
Atrinsic, Inc. with the Securities and Exchange Commission on October 7, 2009,
on October 6, 2009, Jeffrey Schwartz, previously an independent member of the
Board of Directors and one of the three members of the Company’s Audit
Committee, was named Interim Chief Executive Officer. On the same
date, Burton Katz resigned from the Company’s Board of Directors. As
a result of these events, Mr. Schwartz is no longer considered an independent
member of the Board of Directors and is precluded from being a member of the
Audit Committee. These events have caused the Company to be in
temporary non-compliance with Nasdaq Listing Rule 5605(b)(1), which requires
that independent directors comprise a majority of the Board of Directors, and
Nasdaq Listing Rule 5605(c)(2), which requires that the Audit Committee be
comprised of at least three independent members. Each of these Nasdaq
Listing Rules provides that the Company has a cure period lasting until the
earlier of its next annual stockholder meeting and October 6, 2010 to regain
compliance. Atrinsic intends to regain compliance with the Nasdaq
Listing Rules prior to the expiration of the specified cure
periods.
On October 20, 2009, the Company
received notice from Nasdaq advising that, as a result of the above-described
events, the Company was not in compliance with Nasdaq Listing Rules 5605(b)(1)
and 5605(c)(2) and confirming that the Company must regain compliance with these
requirements prior to the expiration of the specified cure
periods. As required by Nasdaq Listing Rules, the Company issued a
press release on October 23, 2009 disclosing its receipt of this
notice. A copy of the press release is included as Exhibit 99.1 to
this Form 8-K and is incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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The
following exhibit is filed herewith:
Exhibit
Number
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Description
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99.1
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Press
release issued by Atrinsic, Inc., dated October 23,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Atrinsic,
Inc.
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||
Date:
October 23, 2009
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By:
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/s/ Andrew Zaref
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Andrew
Zaref
Chief
Financial
Officer
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Exhibit
Number
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Description
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99.1
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Press
release issued by Atrinsic, Inc., dated October 23,
2009.
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