Attached files
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| EX-99.1 - RADIENT PHARMACEUTICALS Corp | v204691_ex99-1.htm |
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT
REPORTING REQUIREMENTS
FORM
8-K/A
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): December 3,
2010
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16695
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33-0413161
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2492
Walnut Avenue, Suite 100, Tustin, California, 92780-7039
(Address
of principal executive offices (zip code))
714-505-4461
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -
12)
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
240.13d-4(c))
Section
5: Corporate Governance and Management
Item
5:02. Departure of Directors or Principal Officers; Election of Directors:
Appointment of Principal Officers
Item
5.07: Submission of Matters to a Vote of Security Holders
We held
our annual shareholder meeting on December 3, 2010 and all but one proposal was
approved. However, as required by the terms of the transaction for
which the issuance of shares did not get approved, we shall include the same
proposal in all of our future proxy statements until such issuance is
approved. We shall now submit all of the approved proposals and
related issuances to the NYSE Amex for their approval; after which, we shall be
able to issue all of the shares, that were approved, as described in the
definitive proxy statement that we filed on November 12, 2010.
Our only
Class III director whose term expired as of the shareholder meeting did not
stand for re-election. This was a personal choice not based on any
disagreement with us on relating to our operations, policies or
practices.
One of
the approved proposals was for the 2010 Performance and Equity Incentive
Plan. A copy of the plan was included in the Definitive Proxy
Statement that we filed with the SEC on November 12, 2010. The 2010
Plan provides for the grant to employees, including executive officers, of
restricted common stock, as well as cash or other stock-based awards and other
benefits. The purpose of the 2010 Plan is to enable us to attract and retain
qualified persons as employees, officers and directors and others, whose
services are required by us, and to motivate such persons by providing them with
equity participation in us.
Once we
obtain NYSE Amex approval of the shares issuable under the 2010 Plan, the
Compensation Committee and Board approved issuing 2,500,000 options to our CEO,
Douglas MacLellan, and 2,000,000 options to our CFO, Akio Aruira and
approximately 1,090,000 options among 13 of our employees, consultants
and directors.
Item
7.01 Regulation FD Disclosure.
On
December 6, 2010, we issued a press release announcing the results of our
shareholder meeting. A copy of the press release containing such
announcement is furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
(c)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release dated December 6, 2010
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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.
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RADIENT
PHARMACEUTICALS
CORPORATION
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| /s/ Akio Aruira | ||
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Name: Akio
Aruira
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Title: Chief
Financial Officer
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Dated: December
6, 2010