Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Appointment of Directors
On September 30, 2021, the board of directors (the "Board") of Adamis
Pharmaceuticals Corporation (the "Company") approved the appointment of Meera J.
Desai, Ph.D., as an independent director and member of the Board, effective
October 1, 2021. Dr. Desai is a founder and managing director of Karana Biotech,
LLC, a boutique life science advisory firm founded in August 2018. She has over
15 years of pharmaceutical industry experience in drug development and
commercialization of products in multiple therapeutic areas, as well as
corporate development experience regarding a variety of transactions and
relationships. From May 2014 to August 2018, she held positions of increasing
responsibility at AcelRx Pharmaceuticals, a public specialty pharmaceutical
company, including Senior Director, Corporate Development. Prior to that time,
she held positions of increasing responsibility at Novartis Pharmaceuticals
Corporation, an affiliate of Novartis AG, including Associate Director,
Pharmaceutical Development, and has also held responsible program manager
positions at Nektar Therapeutics, and ALZA Corporation, a Johnson & Johnson
company. Dr. Desai holds a Bachelor's degree in Chemistry from Drew University
and a Ph.D. in Analytical Chemistry from Iowa State University.
Dr. Desai has been appointed to the Audit Committee, Compensation Committee, and
Nominating and Governance Committee of the Board.
There is no arrangement or understanding between Dr. Desai and any other person
pursuant to which she was selected as a director of the Company, and there is no
family relationship between Dr. Desai and any of the Company's other directors
or executive officers. Dr. Desai does not have any direct or indirect material
interest in any transaction that is required to be disclosed under Item 404(a)
of Regulation S-K.
In connection with her appointment as a director of the Company, Dr. Desai was
granted a cash stock appreciation right (the "SAR"). The SAR provides for a
reference price equal to the fair market value of the common stock of the
Company of the date of grant of the SAR, and a reference number of shares equal
to 50,000 shares. The SAR vests with respect to 1/6 of the reference number of
shares on the six-month anniversary of the grant date and vests monthly
thereafter in equal installments over a period of three years from the grant
date, subject to the recipient providing continuous service to the Company. The
SAR has a term of seven years. The vested portion of the SAR may be settled only
in cash and may be exercised for a period of 12 months after the date of
termination of the recipient's service to the Company. Upon settlement, the
Company will pay to the recipient an amount of cash equal to the difference
between the fair market value of the common stock on the date of termination of
service or, if lower, on the date of exercise, and the initial reference price,
multiplied by the number of shares as to which the SAR is being exercised. In
the event of a change of control of the Company before the SAR is fully vested,
vesting and exercisability is accelerated.
Pursuant to the Company's policies regarding compensation for non-employee
directors, as described under the heading "Compensation of Directors" in the
Company's definitive proxy statement dated June 14, 2021, relating to its 2021
annual meeting of stockholders, Dr. Desai will be entitled to receive an annual
cash director fee and is also entitled to reimbursement of reasonable expenses
incurred in connection with Board-related activities. The Company will also
enter into an indemnity agreement with Dr. Desai.
Item 7.01 Regulation FD Disclosure
On October 4, 2021, the Company issued a press release relating to the
appointment of Dr. Desai to the Company's board of directors and the matters
described in Item 5.02 above. A copy of the press release, which is attached to
this Current Report on Form 8-K as Exhibit 99.1, is furnished pursuant to this
Item 7.01. The information in this Item 7.01 and Exhibit 99.1 are 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 into any registration statement or other filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing, except as shall be expressly incorporated
by specific reference in such filing.
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