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EX-10.1 - SEELOS THERAPEUTICS, INC. | v205832_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): December 16,
2010
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Apricus
Biosciences, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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0-22245
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87-0449967
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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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6330
Nancy Ridge Drive, Suite 103, San Diego, California
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92121
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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 (858)
222-8041
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(Former
name or former address, if changed since last report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 16, 2010, Vivian H. Liu agreed that she would resign from her position
as Executive Vice President of Apricus Biosciences, Inc. (the “Company”) and as
a member of the Company’s Board of Directors, effective as of December 31, 2010
(the “Separation Date”).
In
connection with Ms. Liu’s resignation, the Company entered into a separation
agreement (the “Separation Agreement”) with Ms. Liu, pursuant to which, subject
to her non-revocation of a general release of claims, Ms. Liu is entitled to
receive common stock of the Company with a value of $165,000 (valued at the fair
market value of the stock one business day prior to it being so
provided). Additionally, the Company will pay to Ms. Liu all
compensation owed through the Separation Date under that certain Amended and
Restated Employment Agreement by and between the Company and Ms. Liu, dated as
of December 14, 2009 (the “Prior Agreement”). The compensation
payable under the Prior Agreement includes an “Incentive Bonus” (as defined in
the Prior Agreement) of $50,000 payable in cash, plus 7,540 shares of Company
common stock, and stock grants that were due on December 14, 2010, but which
will be delivered on the Separation Date. All
of Ms. Liu’s outstanding but unvested equity awards granted pursuant to Sections
3(c) and 3(d) of the Prior Agreement, including the awards that were due on
December 14, 2010 under the Prior Agreement, will vest immediately upon the
expiration of Ms. Liu’s seven-day revocation period set forth in the Separation
Agreement.
The above
description is qualified in its entirely by reference to the Separation
Agreement, a copy of which is filed as Exhibit 10.1 to this report.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1
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Separation
Agreement by and between the Company and Vivian H. Liu, dated December 16,
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.
Apricus
Biosciences, Inc.
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By:
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/s/
Mark Westgate
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Name:
Mark Westgate
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Title:
Vice President and Chief Financial Officer
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Date:
December 22, 2010
Exhibit
Index
Exhibit
No. Description
10.1
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Separation
Agreement by and between the Company and Vivian H. Liu, dated December 16,
2010
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