Attached files
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EX-10.1 - EX-10.1 - AEOLUS PHARMACEUTICALS, INC. | v204511_ex10-1.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): December 1, 2010
AEOLUS PHARMACEUTICALS,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
(State
or other jurisdiction of
incorporation)
|
0-50481
|
56-1953785
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
26361
Crown Valley Parkway, Suite 150
Mission
Viejo, California 92691
(Address
of Principal Executive Offices, Including Zip Code)
949-481-9825
(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):
£
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
£
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
£
|
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.
(e) On
December 1, 2010, Aeolus Pharmaceuticals, Inc. and its wholly-owned subsidiary,
Aeolus Sciences, Inc. (collectively, the “Company”), entered into a Consulting
Agreement (the “Consulting Agreement”) with Dr. Brian J. Day, the Company’s
Chief Scientific Officer. Pursuant to the Consulting Agreement, Dr. Day will be
entitled to receive a monthly consulting fee of $11,500 and may also be granted
cash bonuses for his contributions to the Company. Dr. Day’s monthly consulting
fee will increase to $12,500 when and if, during the term of the Consulting
Agreement, the Company obtains at least $5,000,000 in funding through either a
capital raising transaction, partnership or contract award. In
addition, Dr. Day will be granted a stock option to purchase 50,000 shares of
Aeolus Pharmaceuticals, Inc.’s common stock with an exercise price equal to the
closing stock price on the date of grant. The option will vest at a
rate of 4,167 shares per month as long as Dr. Day continues to be a consultant
to, or an employee of, the Company, except in the case of a Sale of the Company
(as defined below), in which case the option shall fully vest and be immediately
exercisable. For purposes of the Consulting Agreement, a “Sale of the
Company” is defined as a merger, business combination, reorganization,
recapitalization or other transaction which results in the stockholders of the
Company who own at least 50% of the Company’s voting control immediately prior
to such transaction owning less than 50% of the surviving entity’s voting
control immediately after such transaction, and/or a sale, transfer, lease or
other disposition in any transaction or series of transactions of all or
substantially all of the assets of the Company.
Pursuant
to the Consulting Agreement, Dr. Day will also be entitled to receive a cash
bonus of $30,000 and be granted a stock option to purchase an additional 25,000
shares of Aeolus Pharmaceuticals, Inc.’s common stock with an exercise price
equal to the closing stock price on the date of grant when and if, during the
term of the Consulting Agreement: (1) the Company executes definitive agreements
representing the earliest to occur of: (a) a development or partnership with
another life sciences company for the joint development or commercialization of
any of the Company’s owned or in-licensed patent rights, or (b) a Sale of the
Company; or (2) the Company files an Investigational New Drug application for a
new compound in the Company’s drug candidate pipeline with the U.S. Food and
Drug Administration. All options granted pursuant to the foregoing
sentence shall vest six months as long as Dr. Day continues to be a consultant
to, or an employee of, the Company, except in the case of a Sale of the Company,
in which case the option shall fully vest and be immediately
exercisable.
The term
of the Consulting Agreement commenced on December 1, 2010 and will continue for
an initial term of one year expiring on November 30, 2011, which may be extended
upon mutual agreement of the parties.
The
foregoing description of the Consulting Agreement is qualified in its entirety
by reference to the full text of the Consulting Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
#
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Description
|
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10.1
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Consulting
Agreement dated December 1, 2010 by and among Aeolus Pharmaceuticals,
Inc., Aeolus Sciences, Inc. and Brian J.
Day.
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SIGNATURE
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.
Date: December
2, 2010
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AEOLUS
PHARMACEUTICALS, INC.
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/s/ John L. McManus
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John
L. McManus
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President
and Chief Executive Officer
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