Attached files
| file | filename |
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| EX-10.3 - PROLOR Biotech, Inc. | v207424_ex10-3.htm |
| EX-10.1 - PROLOR Biotech, Inc. | v207424_ex10-1.htm |
| EX-10.2 - PROLOR Biotech, Inc. | v207424_ex10-2.htm |
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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 31,
2010
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PROLOR
BIOTECH, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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000-52691
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20-0854033
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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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3
Sapir Street
Weizmann
Science Park
Nes-Ziona,
Israel 74140
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(Address
of Principal Executive
Office)
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Registrant’s
telephone number, including area code (866)
644-7811
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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
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 31, 2010 (the “Grant Date”), the
compensation committee (the “Committee”) of the
Board of Directors of PROLOR Biotech, Inc., a Nevada corporation (the “Company”), granted
options to purchase shares of the Company’s common stock, par value $0.0001 per
share, to each of Abraham Havron, Ph.D., the Company’s Chief Executive Officer
and a director, Shai Novik, the Company’s President and a director, and Dr. Eyal
Fima, Chief Operating Officer of the Company’s wholly-owned subsidiary,
ModigeneTech, Ltd (“ModigeneTech”). Each
option is exercisable at $6.47 per share, the closing price per share of common
stock on the NYSE Amex on the Grant Date, and has a ten-year term, vesting in
equal tranches on each of the first four anniversaries of the Grant
Date. The Committee granted options to purchase 200,000 shares of
common stock to each of Dr. Havron and Mr. Novik and options to purchase 100,000
shares of common stock to Dr. Fima.
Additionally,
on January 1, 2011, the Company entered into amendments to the consulting
agreement with Dr. Havron (the “Havron Amendment”)
and the employment agreement with Mr. Novik (the “Novik Amendment”),
and ModigeneTech entered into an amendment to the employment agreement with Dr.
Fima (the “Fima
Amendment” and, together with the Havron Amendment and the Novik
Amendment, the “Amendments”). Pursuant
to the terms of the Amendments, effective as of January 1, 2011, the annual base
salary for each of Dr. Havron, Mr. Novik and Dr. Fima has been increased by
$20,000, to $270,000, $290,000 and $145,000, respectively.
The
foregoing description of the Amendments is only a summary and is qualified in
its entirety by reference to the full text of the Havron Amendment, the Novik
Amendment and the Fima Amendment, which are filed as Exhibit 10.1, Exhibit 10.2
and Exhibit 10.3, respectively, to this Current Report on Form 8-K, and each of
which is incorporated herein by reference.
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ITEM
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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Fourth
Amendment to Consulting Agreement between PROLOR Biotech, Inc. and Abraham
Havron, Ph.D.
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10.2
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Fifth
Amendment to Employment Agreement between PROLOR Biotech, Inc. and Shai
Novik.
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10.3
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Fifth
Amendment to Employment Agreement between ModigeneTech Ltd. and Dr. Eyal
Fima.
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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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PROLOR
BIOTECH, INC.
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Date: January
5, 2011
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By:
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/s/ Shai Novik
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Shai Novik
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President
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Fourth
Amendment to Consulting Agreement between PROLOR Biotech, Inc. and Abraham
Havron, Ph.D.
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10.2
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Fifth
Amendment to Employment Agreement between PROLOR Biotech, Inc. and Shai
Novik.
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10.3
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Fifth
Amendment to Employment Agreement between ModigeneTech Ltd. and Dr. Eyal
Fima.
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