Attached files
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| EX-10.1 - OPTION AGREEMENT - Adamis Pharmaceuticals Corp | ex-10_1.htm |
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): September 12, 2011
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-26372
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82-0429727
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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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11455 El Camino Real, Suite 310
San Diego, CA
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92130
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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) 997-2400
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement.
At a meeting of the Compensation Committee of the Board of Directors, and the Board of Directors, of Adamis Pharmaceuticals Corporation (the “Company”) held on September 12, 2011, the committee approved the award of stock options under the Company’s 2009 Equity Incentive Plan (the “Plan”) to officers of the Company, covering the following numbers of shares; Dennis J. Carlo, Ph.D., 600,000; Karen K. Daniels, 300,000; Robert O. Hopkins, 125,000; David J. Marguglio, 125,000; Thomas Moll, Ph.D., 300,000. The exercise
price for each such option is $0.19 per share, which was the fair market value of the common stock on the date of grant. Each option vests and becomes exercisable as to one-third of the shares subject to the option as of the grant date, and vests and becomes exercisable as to the remaining two-thirds of the option shares monthly over a period of two years from the grant date. Each option is otherwise subject to the provisions of the Plan.
In addition, pursuant to the provisions of the Plan, effective September 13, 2011, each non-employee director of the Company, Kenneth M. Cohen, Craig A. Johnson, and Tina S. Nova, Ph.D., received a stock option under the Plan to purchase 35,000 shares of common stock. The exercise price for each such option is $0.18 per share, which was the fair market value of the common stock on the date of grant. Each option vests and becomes exercisable over a period of three years from the grant date, at a rate of 1/36 of the option shares each month. Each option is otherwise subject to the provisions of the Plan.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Information set forth under Item 1.01 above with respect to the awards of options under the Plan is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held September 12, 2011, at the Company’s headquarters at 11455 El Camino Real, Suite 310, San Diego, California 92130 at 8:30 a.m. local time. The following proposals were submitted to and approved by the stockholders at the meeting:
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1.
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Election of the five nominees to the board of directors:
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Votes For
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Votes Withheld
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Votes Abstaining
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Broker Non-Votes
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||||
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Dennis J. Carlo, Ph.D.
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46,383,502
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520,529
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37,333
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32,422,435
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Kenneth M. Cohen
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46,383,502
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520,529
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37,333
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32,422,435
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Craig A. Johnson
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46,383,502
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520,529
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37,333
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32,422,435
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David J. Marguglio
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46,383,502
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520,529
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37,333
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32,422,435
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Tina S. Nova, Ph.D.
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46,383,502
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520,529
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37,333
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32,422,435
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2. Ratification of the selection of Mayer Hoffman McCann PC as independent registered public accounting firm for the year ending March 31, 2012:
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Votes For
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Votes Withheld
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Votes Abstaining
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Broker Non-Votes
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42,844,938
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315,617
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273,262
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35,929,982
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Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits.
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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.
| ADAMIS PHARMACEUTICALS CORPORATION | ||||
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Dated: September 16, 2011
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By:
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/s/ Robert O. Hopkins | ||
| Name: |
Robert O. Hopkins
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| Title: |
Chief Financial Officer
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