Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - AEOLUS PHARMACEUTICALS, INC. | v211758_ex10-1.htm |
| EX-99.1 - EX-99.1 - AEOLUS PHARMACEUTICALS, INC. | v211758_ex99-1.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): February 15, 2011
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.
(c) Effective
February 15, 2011, the Company appointed Russell Skibsted, age 51, as its as
Senior Vice President, Chief Financial Officer and Secretary.
Mr.
Skibsted is a seasoned executive with over 25 years of experience in finance,
acquisitions, partnering, marketing and operations with companies ranging from
start-ups to a Fortune 5. He has significant private equity, public market,
operations and transaction experience with both public and private companies.
From May 2006 to September 2009, Mr. Skibsted was Senior Vice President and
Chief Business Officer of Spectrum Pharmaceuticals (NASDAQ: SPPI), where he led
global strategy, mergers and acquisitions, licensing, fund-raising and investor
and public relations. At Spectrum, Mr. Skibsted completed a significant
partnership and an asset sale generating over $62 million in non-dilutive
funding to the company in 2008. From October 2004 to January 2006, Mr. Skibsted
was Chief Financial Officer at Talon Therapeutics, Inc. (OTC: TLON) (formerly
Hana Biosciences, Inc.), where he led the process of bringing the company public
and completed two financings. Prior to that time, from May 2000 to July 2004,
Mr. Skibsted was Partner and Chief Financial Officer of Asset Management
Company, a venture capital firm, where he oversaw the financial and
administrative functions, public and private portfolios and aviation
operations. Mr. Skibsted holds a BA in Economics from Claremont
McKenna College and an MBA from Stanford University.
Pursuant
to Mr. Skibsted’s offer letter agreement with the Company, dated September
1, 2010 (the “Offer Letter”), the Company offered Mr. Skibsted full-time
employment as its Senior Vice President, Chief Financial Officer and Secretary
commencing upon the announcement of a contract for the development of AEOL 10150
as a medical countermeasure with the Biomedical Advanced Research and
Development Authority (“BARDA”). On February 15, 2011, the Company announced a
contract with BARDA for the development of AEOL 10150 (the “BARDA Contract”) and
concurrently appointed Mr. Skibsted to the position of Senior Vice President,
Chief Financial Officer and Secretary in accordance with the terms of the Offer
Letter. The Offer Letter provides that Mr. Skibsted will be entitled
to a monthly salary of $20,833.33 and that Mr. Skibsted will be entitled to
participate in all of the Company’s current customary employee benefit plans and
programs, subject to eligibility requirements, enrollment criteria and the other
terms and conditions of such plans and programs. In addition,
pursuant to the Offer Letter, Mr. Skibsted was granted a stock option to
purchase 360,000 shares of the Company’s common stock under the Company’s 2004
Stock Option Plan. The stock option has an exercise price of $0.60 per share,
the closing stock price on the date of grant, and will vest at a rate of 30,000
shares per month over a period of twelve months from the date of
grant.
For the
period from September 1, 2010 through immediately prior to the Company’s
announcement of the BARDA Contract, Mr. Skibsted had been providing consulting
services to the Company pursuant to a Consulting Agreement, dated as of
September 1, 2010, between the Company and Mr. Skibsted (the “Consulting
Agreement”). Pursuant to the Consulting Agreement, Mr. Skibsted
received a monthly consulting fee of $15,000 per month. The
Consulting Agreement was terminated on February 15, 2011 concurrent with the
Company’s appointment of Mr. Skibsted as its Senior Vice President, Chief
Financial Officer and Secretary pursuant to the Offer Letter.
The
foregoing description of the Offer Letter is qualified in its entirety by
reference to the full text of the Offer Letter, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
8.01. Other Events.
On
February 15, 2011, the Company issued a press release announcing the appointment
of Mr. Skibsted as the Company’s Senior Vice President, Chief Financial Officer
and Secretary, which is attached as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference. Exhibit 99.1 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
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Item
9.01. Financial Statements and Exhibits.
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Exhibits
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Exhibit #
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Description
|
|
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10.1
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Offer
Letter, dated September 1, 2010 between Aeolus Pharmaceuticals, Inc. and
Russell Skibsted.
|
|
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99.1
|
Press
Release dated February 15,
2011.
|
3
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: February
16, 2011
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AEOLUS
PHARMACEUTICALS, INC.
|
|
/s/ John L. McManus
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|
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John
L. McManus
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|
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President
and Chief Executive Officer
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4