Item 1.01. Entry into Material Definitive Agreement.
Angelman Syndrome
On August 12, 2020, the Company entered into a Master Service Agreement
("Service Agreement") with Foundation for Angelman Syndrome Therapeutics,
"FAST", pursuant to which the parties agreed to collaborate in supporting
preclinical studies of the potential benefit of the Company's proprietary lead
clinical compound, LB-100, in a mouse model of Angelman Syndrome (AS). The
preclinical studies will be done at the University of California, Davis. Under
the Service Agreement, if the preclinical studies confirm that LB-100 reduces AS
signs in rodent models, the parties will enter into discussions of further
collaborations to most efficiently assess the benefit of LB-100 in patients with
AS.
The above description of the Service Agreement is qualified in its entirety by
reference to the Master Service Agreement attached as Exhibit 10.1, attached
hereto.
Robert Weingarten
Effective August 12, 2020, the Company entered into an employment agreement (the
"Employment Agreement") with Robert . Weingarten pursuant to which Mr.
Weingarten was appointed as the Company's Vice President and Chief Financial
Officer. Mr. Weingarten is to receive an annual salary of $120,000 and options
for 350,000 shares of common stock. The options can be exercised on a cashless
basis. The options will have a term of five years and an exercise price of $1.19
per share. The options will vest as to 25% on August 12, 2020, and 25% vesting
on each anniversary of the effective date of the Employment Agreement. The
Employment Agreement is for an initial term of one year, which shall be
automatically renewed for additional periods of one year unless notice of
termination has been sent by either party not less than 60 days prior to the
expiration of any one-year period.
Mr. Weingarten is an experienced business consultant and advisor with a
consulting practice focusing on accounting and SEC compliance issues. Since
1979, Mr. Weingarten has provided such financial consulting and advisory
services, has acted as chief financial officer, and has served on the boards of
directors of numerous public companies in various stages of development,
operation or reorganization. Mr. Weingarten has experience in a variety of
industries, including the pharmaceutical industry.
Mr. Weingarten has been a Director of Guardion Health Sciences, Inc. since June
2015 and Chairman of the board of directors since July 2020. Previously, Mr.
Weingarten served as Lead Director on Guardion's board of directors from January
2017 to March 2020. From July 2017 to June 2018, Mr. Weingarten was the Chief
Financial Officer of Alltemp, Inc. From April 2013 to February 2017, Mr.
Weingarten served on the board of directors of RespireRx Pharmaceuticals Inc.
and also served as Vice President and Chief Financial Officer. Mr. Weingarten
received a B.A. in Accounting from the University of Washington in 1974, a
M.B.A. in Finance from the University of Southern California in 1975, and is a
Certified Public Accountant (inactive) in the State of California.
The above description of the Employment Agreement is qualified in its entirety
by reference to the Employment Agreement attached hereto as Exhibit 10.2.
Eric Forman
Reference is made to the current report on Form 8-K filed on July 17, 2020
pertaining to the employment agreement with Eric Forman. The parties thereto
have agreed to increase his annual salary from $100,000 to $120,000 and the
Company has granted Mr. Forman five year options to purchase 350,000 shares of
the Company's Common Stock with 25% of the options vesting on the effective date
of his agreement and 25% on each anniversary thereafter.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Reference is made to the discussion in Item 1.01 above with regard to Robert
Weingarten and Eric Forman and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) There is filed as part of this report the exhibits listed on the
accompanying Index to Exhibits which exhibit is incorporated herein by reference
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