Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Riot Blockchain, Inc. | ex10x1.htm |
| EX-99.1 - EXHIBIT 99.1 - Riot Blockchain, Inc. | ex99x1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) March 24, 2010
AspenBio Pharma,
Inc.
(Exact
name of Registrant as specified in its charter)
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Colorado
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001-33675
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84-155338
|
||
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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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1585
South Perry Street
Castle
Rock, Colorado
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80104
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(303)
794-2000
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 — Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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a.
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Appointment
of New Officer and Director.
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On March
24, 2010, Stephen T. Lundy, age 48, was appointed to the positions of Chief
Executive Officer and President of AspenBio Pharma, Inc. (“AspenBio” or the
“Company”). Effective on the same date, the Board of Directors (the
“Board”) of the Company appointed Mr. Lundy to the Company’s Board of
Directors. Mr. Lundy’s election to the Board fills a vacancy
previously created by the expansion of the size of the Board to nine members. He
will serve as a director until the Company’s 2010 Annual Meeting of Shareholders
or until his successor is duly elected and qualified.
Mr. Lundy
has more than 20 years of experience in drug and diagnostic product development
and commercialization. He most recently was Chief Executive Officer of
MicroPhage from 2008 to 2010. Mr. Lundy was Senior VP of sales and marketing for
Vermillion from 2007 to 2008. Mr. Lundy joined Vermillion from GeneOhm
(2003-2007), a division of Becton, Dickinson and Company Diagnostics, where he
served as Vice President of Sales and Marketing. At GeneOhm, Mr. Lundy
successfully led the commercial launch of several novel molecular diagnostic
assays including the first molecular test for Methicillin Resistant
Staphylococcus Aureus. From 2002 to 2003, Mr. Lundy served as Vice
President of Marketing for Esoterix, Inc., which was acquired by Laboratory
Corporation of America, and led the commercial integration and re-branding of
the numerous reference labs acquired by Esoterix. Prior to Esoterix, he served
as Marketing Director for Molecular Diagnostics and Critical Care Testing at
Bayer Diagnostics Corporation.
Mr. Lundy
graduated from the United States Air Force Academy with a Bachelor of Science
and was an officer with the United States Air Force from 1983 to
1988.
As part
of his appointment as Chief Executive Officer and President, the Company and Mr.
Lundy entered into an Executive Employment Agreement, dated March 24, 2010.
Under the agreement Mr. Lundy will serve in such positions at the pleasure of
the Board. Mr. Lundy will receive an annual base salary of $275,000.
Additionally, Mr. Lundy is eligible to receive health and other Company benefits
to the extent he is eligible under the terms of those plans, and will also
participate in the Company’s 2010 incentive plan at a target level of 45% of his
annual base salary, as defined under the plan. In the event that the agreement
is terminated for other than cause, death, or disability, Mr. Lundy will receive
severance benefits consisting of his base salary and continuation of benefits
for a period of twelve months following such termination, or in the event of his
death or “disability” (as defined in the employment agreement), then he or his
estate will receive payment of his salary and continuation of his benefits for a
period of three months following such termination.
As
incentive compensation, the Company has awarded Mr. Lundy stock options to
acquire 400,000 shares of Company common stock exercisable at the fair market
value of the Company’s common stock on March 24, 2010, the date of grant. The
options, granted under the Company’s 2002 Stock Incentive Plan, vest annually in
arrears over three years and expire ten years after the date of grant. The
vesting of 100,000 of the stock options shall accelerate if, within twelve
months after the date of grant, the Company successfully completes a
fund-raising transaction or receives clearance for the Company’s ELISA-based
AppyScore product, whichever occurs first.
The
agreement is filed as Exhibit 10.1 to this Form 8-K, and is incorporated by
reference herein.
Mr. Lundy
has not had any direct or indirect material interest in any transaction or in
any proposed transaction with the Company. Further, there are no family
relationships between Mr. Lundy and any director or other executive officer of
the Company.
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b.
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Resignation of Executive
Officer.
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Effective
March 24, 2010, Daryl J. Faulkner resigned as the Company’s chief executive
officer. He remains with the Company as its Executive
Chairman. His Executive Employment Agreement with the Company, which
was effective as of January 26, 2009, remains in full force and effect, without
change.
Item
8.01 — Other Events.
On March
25, 2010, the Company issued a press release titled, “AspenBio Continues to
Strengthen Leadership Adding Steve Lundy as CEO.” A copy of this press release
is attached hereto as Exhibit 99.1.
Item
9.01 — Exhibits.
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10.1
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Executive
Employment Agreement between AspenBio Pharma, Inc. and Stephen T. Lundy,
dated March 24, 2010.
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99.1
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Press
Release dated March 25, 2010, titled, “AspenBio Continues to Strengthen
Leadership Adding Steve Lundy as
CEO.”
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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, thereunto
duly authorized
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||||
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AspenBio
Pharma, Inc.
(Registrant)
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||||
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Date:
March 26, 2010
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By:
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/s/
Jeffrey G. McGonegal
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| Jeffrey G. McGonegal | ||||
| Chief Financial Officer | ||||