Item 1.01 Entry into Material Definitive Agreement.

Settlement of Derivative and Class Actions



As previously disclosed on July 9, 2019 and in the Current Report on Form
8-K
filed by Inhibitor Therapeutics, Inc., a Delaware corporation (the "Company")
with the Securities and Exchange Commission ("SEC") on September 15, 2022,
Hedgepath, LLC ("HPLLC"), a significant minority stockholder of the Company,
filed a civil action in the Delaware Court of Chancery (the "Court") captioned
Hedgepath, LLC v. Magrab, et al.
, C.A.
No. 2019-0529-JTL
(the "Action") against certain of the Company's current and former directors,
and its President and Chief Executive Officer (the "Individual Defendants"), as
well as the Company's majority stockholder, Mayne Pharma Ventures Pty Ltd.
("Mayne Pharma", and collectively with the Individual Defendants, the
"Defendants"). The Company was named as a nominal defendant given the derivative
nature of the claims. On December 3, 2019, HPLLC filed its Verified Amended and
Supplemental Complaint (the "Complaint"). As previously disclosed in further
detail by the Company, the Complaint asserts various claims, either directly on
behalf of HPLLC or derivatively on behalf of the Company, for alleged breaches
of fiduciary duty, violation of Delaware statute, waste, fraudulent
misrepresentation, declaratory judgment, and dilution of stockholder equity
arising out of transactions previously entered into between the Company and
Mayne Pharma and Mayne Pharma's relationship with the Company generally. The
Complaint seeks unspecified damages and other relief. Additionally, on March 23,
2020, a Stockholder Class Action Complaint was filed in the Court by Company
stockholder and purported class representative Samuel P. Sears purportedly on
behalf of a class of certain holders of the Company's common stock. That
lawsuit, captioned
Sears v. Magrab
et al., C.A. No.
2020-0215-JTL
(the "Putative Class Action"), asserts claims against the same Defendants (with
the exception of the Company), and the facts underlying the claims largely
mirror those alleged in the Action. On December 10, 2020, the Court entered a
stipulated Order coordinating the Action and the Putative Class Action
(together, the "Coordinated Actions").

On September 9, 2022, HPLLC, Sears, the Company, the Individual Defendants and Mayne Pharma entered into a Stipulation and Agreement of Compromise, Settlement, and Release, dated and filed with the Court (together with the exhibits thereto, the "Settlement Agreement"), which the Court approved, and the Settlement Agreement went into effect on December 13, 2022 (the "Effective Date").


Pursuant to the Settlement Agreement, (i) the Defendants will cause $14,250,000
in cash (to be funded via Mayne Pharma's director and officer insurance) to be
paid to the Company (the "Cash Consideration"); (ii) Mayne Pharma will surrender
all equity securities in the Company for cancellation, and will forgive certain
debts it is owed by the Company; (iii) stock options and warrants held by the
Individual Defendants will be cancelled; (iv) certain intellectual property
licenses to and from the Company, on one hand, and Mayne Pharma, on the other,
will be converted or terminated, with only certain obligations remaining in
place; (v) each of the Individual Defendants will retire from their positions
with the Company, including as members of the Company's Board of Directors and
management; (vi) the previously-disclosed Third Amended and Restated Supply and
License Agreement, dated December 17, 2018, between the Company and Mayne will
be cancelled, with the Company retaining a royalty on future net sales of
SUBA-Itraconazole BCCNS in the United States subject to certain contingent
payment obligations; and (vii) various releases will be exchanged among the
parties to the Coordinated Actions. After the Effective Date, Mayne Pharma has
also agreed it will remain amenable to discussing with the Company, in good
faith, the potential licensing and/or
sub-
licensing of the JHU Patents (as defined in the Settlement Agreement), for a
commercially reasonable licensing fee, to the extent the Company seeks to engage
in such discussions and that it will not take the position that the Company or
persons affiliated with the Company, including Dr. Francis E. O'Donnell, Jr.,
are prohibited from developing or commercializing
Non-SUBA
Formulations of Itraconazole for any cancer or
non-cancer
indications. Nor shall Mayne Pharma take any action intended to restrict or
limit the Company's ability or efforts to develop or commercialize
Non-
SUBA Formulations of Itraconazole for any cancer or
non-cancer
indications.


                                       2

--------------------------------------------------------------------------------

Additionally, on the Effective Date, the Company and Mayne entered into a license agreement (the "License Agreement") pursuant to which the Company grants Mayne a worldwide, royalty-free, nonexclusive, perpetual, irrevocable license to certain of the Company's Patents (as defined in the License Agreement) to the extent they relate to or have potential application in connection with the Product (as defined in the License Agreement). Notwithstanding the foregoing, the Company has retained a royalty on future net sales of SUBA-Itraconazole BCCNS in the United States, subject to credit for previously paid advances of $3,000,000 by Mayne, after which any further royalty payments due to the Company will be paid in full.

Upon approval by the Court, the Coordinate Actions were deemed fully resolved and all asserted claims were dismissed with prejudice on the Effective Date.

Copies of the Settlement Agreement and License Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively. The foregoing description of the terms and . . .

Item 1.02. Termination of a Material Definitive Agreement.

Due to the events described in Items 1.01 of this Current Report on Form 8-K, the Company and Mayne Pharma terminated the Third Amended and Restated Supply and License Agreement.

Item 5.01 Changes in Control




Due to the events described in Items 1.01 and 5.02 of this Current Report on
Form
8-K,
the Board of the Company has concluded that a change of control of the Company
occurred on December 13, 2022.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Resignation of Directors and Officers

On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, W. Mark Watson, Stefan J. Cross, Dr. R. Dana Ono, and Robert D. Martin (collectively, the "Resigning Directors") gave notice of the Company of their resignation from the Board to be effective on December 13, 2022. The purpose of resignation of the Resigning Directors is in relation to the Settlement Agreement and not based on any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Pursuant to the Settlement Agreement, the stock options and warrants held by the Resigning Directors were cancelled.

On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, Nicholas J. Virca and Garrison J. Hasara (collectively, the "Resigning Officers") gave notice of the Company of their resignation from their officer positions to be effective on December 13, 2022. The purpose of resignation of the Resigning Officers is in relation to the Settlement Agreement and not based on any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Pursuant to the Settlement Agreement, the stock options and warrants held by the Resigning Officers were cancelled.


                                       3

--------------------------------------------------------------------------------

Appointment of Directors and Officers

Francis E. O'Donnell

On December 13, 2022, the Board of the Company appointed Francis E. O'Donnell, Jr., M.D. as Executive Chairman of its Board and as Chief Executive Officer of the Company. Dr. O'Donnell will not serve as a member of any committee on the Board.

Below is Dr. O'Donnell's biography:

Francis E. O'Donnell, Jr. M.D., age 72, is the founder of several specialty
pharmaceutical companies. He is the founder of BioDelivery Sciences Int. Inc
(BDSI:NASDAQ) and served in various leadership positions including President,
CEO, Executive Chairman, and Chairman at the Company. BDSI was acquired by
Collegium Pharmaceuticals in April 2022. He is also the founder of Repurposed
Therapeutics, Inc (RPTI dba Defender Pharma). RPTI is a privately-held pharma
company which has partnered with the Dept. of Defense and the National
Aeronautical and Space Administration (NASA) to develop pharmaceuticals and
chemical countermeasures to address unmet medical needs in operational
personnel. Since September 2014, he has served as Executive Chairman.
Dr. O'Donnell is also the founder of the Company where he served as Executive
Chairman until 2016. Dr. O'Donnell is a graduate of the Johns Hopkins University
(BS) and the JHU School of Medicine (MD). He received his specialty training at
the Wilmer Ophthalmologic Institute. He is the former Professor and Chairman of
the Dept. of Ophthalmology, St. Louis University School of Medicine. He served
on the Board of Trustees of St. Louis University for over 17 years. He is an
inventor or
co-inventor
on over twenty patents, including patents assigned to the Company.

The Company believes Dr. O'Donnell is qualified to serve on the Company's Board due to his extensive experience with biotech and public companies.



On December 13, 2022, pursuant to Dr. O'Donnell's appointment as Executive
Chairman of the Board and Chief Executive Officer, the Company entered into an
employment agreement with Dr. O'Donnell (the "FEO Employment Agreement"). In
addition to his duties as a director and officer of the Company, Dr. O'Donnell's
duties shall include clinical development, corporate development, intellectual
property, and licensing. The FEO Employment Agreement is not for a definite time
period, but rather, will continue until terminated in accordance with its terms.
Pursuant to the FEO Employment Agreement, Dr. O'Donnell will earn $598,000 per
year. This compensation shall be accrued until such time as the Settlement
Agreement is filed and approved by the Delaware Chancery Court. Dr. O'Donnell
shall also be entitled to a
sign-on
bonus for his services related to the Change of Control of the Company. In
addition, Dr. O'Donnell shall be eligible to receive a discretionary annual
bonus based on his achievement of performance objectives as mutually agreed
between Dr. O'Donnell and the Board. The FEO Employment Agreement further
provides that Dr. O'Donnell is entitled to participate in any employee benefit
plans that the Company has adopted or may adopt. Dr. O'Donnell will not receive
any equity compensation in connection with his appointment as Executive Chairman
and CEO of the Company.

The FEO Employment Agreement is terminable for "Cause" (as defined in the FEO Employment Agreement) or without "Cause" by the Company, and for "Good Reason" (as defined in the FEO Employment Agreement) or voluntarily by Dr. O'Donnell. In the event of Dr. O'Donnell death or disability, or termination for "Cause" by the Company or without "Good Reason" by Dr. O'Donnell,


                                       4

--------------------------------------------------------------------------------

Dr. O'Donnell (or his estate) is entitled to receive any unpaid base salary through the termination date, reimbursement for unreimbursed business expenses, accrued but unused vacation time in accordance with the Company's policy and any other payments or benefits that Dr. O'Donnell as entitled to in accordance with any Company benefit plans (collectively, the "Accrued Benefits"). Upon termination without "Cause" (other than by reason of death or disability) or resignation for "Good Reason," Dr. O'Donnell will be entitled to receive an amount equal to two times the sum of his annual base salary and target annual bonus, in addition to all Accrued Benefits. Any outstanding unvested securities owned by Dr. O'Donnell on the termination date will vest (or terminate) in accordance with the terms of such grant.



The FEO Employment Agreement is qualified in its entirety by reference to the
text of the FEO Employment Agreement, a copy of which is attached hereto as
Exhibit 10.3. The FEO Employment Agreement contains standard covenants related
to confidentiality,
non-solicitation,
and
non-disparagement.

Dr. O'Donnell has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Dr. O'Donnell and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company and there are no arrangements or understandings between him and any other persons pursuant to which he was or is to be selected as an officer.

James A. McNulty, CPA

On December 13, 2022, the Board of the Company appointed James A. McNulty, CPA as Chief Financial Officer, Treasurer and Secretary of the Company.

Below is Mr. McNulty's biography:

James A. McNulty, CPA, age 72, is the CFO of Mira Pharmaceuticals, a
private-held biotech company. From January 2016 until it became public in
November 2020, Mr. McNulty was the CEO of MYMD Pharmaceuticals, Inc. After
leaving public accounting in 1998 after a
26-year
career in Tampa as founder of three CPA firms, he served as CFO in the
biopharmaceutical industry including 15 years with BioDelivery Sciences
International, Inc. (NASDAQ: BDSI). He served five years on the board as Lead
Director/Audit Committee Chair of CV Sciences, Inc (OTC: CVSI). He has extensive
experience in privately held companies, including five years as a Director of
Quantum Technology Sciences, Inc. until its acquisition by a public company, and
since 2000 as CFO of Hopkins Capital Group, an affiliation of limited liability
companies which engage in venture activities primarily in the development of
pharmaceuticals, including CFO of Defender Pharmaceuticals, Inc. He is a partner
in Perfect Golf Event, LLC, an online organizer of over 4,000 charity golf
events. Mr. McNulty's career in accounting and consulting services includes
expert testimony as a Certified Public Accountant, primarily in construction
litigation and personal injury cases. He is a 1972 graduate of the University of
South Florida.

On December 13, 2022, pursuant to Mr. McNulty's appointment as Chief Financial
Officer and Treasurer, the Company entered into an employment agreement with
Mr. McNulty (the "JAM Employment Agreement"). The JAM Employment Agreement is
not for a definite time period, but rather, will continue until terminated in
accordance with its terms. Pursuant to the JAM Employment Agreement, Mr. McNulty
will earn $200,000 per year. This compensation shall be accrued until such time
as the Settlement Agreement is filed and approved by the Delaware Chancery
Court. Mr. McNulty shall also be entitled to a
sign-on
bonus for his services related to the Change of Control of the Company. In
addition, Mr. McNulty shall be eligible to receive a discretionary annual bonus
based on his achievement of performance objectives as mutually agreed between
Mr. McNulty and the Board. The JAM Employment Agreement further provides that
Mr. McNulty is entitled to receive a long-term incentive bonus and participate
in any employee benefit plans that the Company has adopted or may adopt.
Mr. McNulty will not receive any equity compensation in connection with his
appointment as CFO of the Company.

                                       5

--------------------------------------------------------------------------------

The JAM Employment Agreement is terminable for any or no particular reason or cause, In the event of termination of the JAM Employment Agreement by either party, Mr. McNulty (or his estate) is entitled to receive any unpaid base salary through the termination date, reimbursement for unreimbursed business expenses, accrued but unused vacation time in accordance with the Company's policy and any other payments or benefits that Mr. McNulty as entitled to in accordance with any Company benefit plans. Any outstanding unvested securities owned by Mr. McNulty on the termination date will vest (or terminate) in accordance with the terms of such grant.



The JAM Employment Agreement is qualified in its entirety by reference to the
text of the JAM Employment Agreement, a copy of which is attached hereto as
Exhibit 10.4. The JAM Employment Agreement contains standard covenants related
to confidentiality,
non-solicitation
and
non-disparagement.

Mr. McNulty has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. McNulty and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company and there are no arrangements or understandings between him and any other persons pursuant to which he was or is to be selected as an officer.

Mr. Samuel J. Sears, Jr.

On December 13, 2022, the Board of the Company appointed Samuel J. Sears, Jr. as an independent member of its Board. Mr. Sears will serve as the Chairman of the Board's compensation committee and as a member of the Board's audit committee and nominating & corporate governance committee.

Mr. Sears (a) is not a party to any arrangement or understanding with any other . . .

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



The following exhibits are being filed with this Current Report on Form
8-K:


Exhibit
  No.        Description

10.1           Stipulation and Agreement of Compromise, Settlement, and Release,
             dated September 9, 2022

10.2           License Agreement by and between the Company and Mayne, dated
             December 13, 2022

10.3           Employment Agreement by and between the Company and Francis E.
             O'Donnell, dated December 13, 2022

10.4           Employment Agreement by and between the Company and James A.
             McNulty, dated December 13, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)



                                       8

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses