Item 1.01 Entry into a Material Definitive Agreement.
On
1. The term of the Service Agreement is extended for a three-year period
ending
2. QuikfillRx will adopt "Kaival Marketing Services" as its "doing business as" name to more properly reflect the commitment of QuikfillRx to the Company's business.
3. QuikfillRx will be entitled to a monthly cash fee of
4. QuikfillRx was granted a one-time, fully vested, ten-year non-qualified
option award to purchase up to 250,000 shares of Company common stock with an
exercise price of
5. QuikfillRx was granted a ten-year non-qualified option award to purchase
up to 3,000,000 shares of Company common stock with an exercise price equal to
the Exercise Price, The options granted pursuant to this award are subject to
annual vesting based on total net revenues and profit margins (which metrics are
subject to adjustment in certain cases involving the Company's products)
achieved by the Company from QuickfillRx's efforts over the term of the Service
Agreement (as amended), with a maximum vesting to occur upon achievement of
The options issued to QuickfillRx pursuant to the Nonqualified Option Agreement and the Performance-Based Option Agreement were issued under and subject to the terms of the Company's Amended and Restated 2020 Stock and Incentive Compensation Plan.
The Amendment, the Nonqualified Option Agreement and the Performance-Based Option Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
On
Exhibit No. Description 10.1+ Fourth Amendment to Service Agreement, datedNovember 9, 2022 between the Company and QuikfillRx 10.2 Nonqualified Stock Option Grant Agreement, datedNovember 9, 2022 , between the Company and QuikfillRx 10.3 Performance-Based Option Agreement, datedNovember 9, 2022 , between the Company and QuikfillRx 99.1 Press release of the Company, datedNovember 15, 2022 , announcing the Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Regulation S-K, Item 601(b)(10).as the Company has determined they are both not material and are of the type that the Company treats as private or confidential.
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