AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (Date of earliest event reported): September 24, 2020
name of registrant as specified in its charter)
or other jurisdiction
Avenue of the Stars, 2nd Floor
of principal executive offices)
telephone number, including area code: (530) 231-7800
name or former address, if changed since last report.)
Securities registered pursuant to Section
12(b) of the Act:
of each class:
of each exchange on which registered*:|
*The Company’s common stock trades
with limited liquidity on the grey market. Grey market stocks are not traded or quoted on an exchange or inter-dealer quotation
system, but are reported by broker-dealers to their self-regulatory organization who, in turn, distribute the trade data to market
data vendors and financial websites.
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Into A Material Definitive Agreement.|
information set forth under “Employment Agreements” in Item 5.02 of this Current Report on Form 8-K is incorporated
herein by reference.
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
September 24, 2020, the Board of Directors of Vitality Biopharma, Inc. (the “Company”) elected Dr. Brandon Zipp as
Chief Science Officer.
Zipp, age 39, has served as Director of Research & Development of the Company since December 2012. Dr. Zipp received his Ph.D.
in Biochemistry and Molecular Biology from the University of California at Davis in 2013.
In connection with Dr. Zipp’s appointment, and with the continued
employment of Mr. Richard McKilligan, Chief Financial Officer and Counsel of the Company, the Company entered into employment agreements
with Dr. Zipp and Mr. McKilligan, dated September 24, 2020 (the “Zipp Employment Agreement” and the “McKilligan
Employment Agreement”, respectively, and together, the “Employment Agreements”). The Employment Agreements
have initial terms ending September 24, 2021. Under the Zipp Employment Agreement, Dr. Zipp will receive an annualized base salary
of $180,000 and in the event of a change of control, the Company shall pay to Dr. Zipp a bonus equal to 2.5% of the net proceeds
of such change of control on the ending date of the first payroll period following the change of control. Under the McKilligan
Employment Agreement, Mr. McKilligan will receive an annualized base salary of $180,000 and in the event of a change of control,
the Company shall pay to Mr. McKilligan a bonus equal to 0.5% of the net proceeds of such change of control on the ending date
of the first payroll period following the change of control.
summaries of the Employment Agreements contained herein do not purport to be complete and are subject to, and qualified in their
entirety by, the full text of the Zipp Employment Agreement and the McKilligan Employment Agreement, copies of which are filed
with this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.
On September 25, 2020, the Company announced
that it has retained DelMorgan & Co., an investment banking firm, to advise the Company on its strategic alternatives,
including potential financings, asset divestitures or strategic partnerships with the goal of maximizing shareholder value. A
copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
information in this Item 8.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Statements and Exhibits.|
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.
September 25, 2020