UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 19, 2021
Date of report (Date of earliest event reported)
GENPREX, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38244 |
90 - 0772347 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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1601 Trinity Street, #3.312.09, Austin, TX |
78712 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (512) 537-7997
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
GNPX |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
Emerging growth company ☒
If 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. ☒
Item 5.02: Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to Employment Agreements
On March 24, 2021, Genprex, Inc. (the “Company”) entered into an amendment (the “Vaczy Amendment”) to the employment agreement by and between the Company and Catherine Vaczy effective as of March 19, 2021 pursuant to which Ms. Vaczy’s title was changed to EVP, General Counsel and Chief Strategy Officer, and her base salary was increased to $420,000 per year.
On March 24, 2021, the Company entered into an amendment (the “Redman Amendment”) to the employment agreement by and between the Company and Michael Redman effective as of March 19, 2021 pursuant to which Mr. Redman’s base salary was increased to $400,000 per year.
The foregoing descriptions of the Vaczy Amendment and Redman Amendment do not purport to be complete and are subject to, and qualified in their entirety by reference to the full text of the Vaczy Amendment and Redman Amendment, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.
Bonuses
On March 19, 2021, the Compensation Committee of the Board of Directors of the Company approved the payment of a bonus in the amount of $240,000 to J. Rodney Varner, the Chief Executive Officer of the Company; $138,000 to Ryan Confer, the Chief Financial Officer of the Company; $121,667 to Catherine Vaczy, the Executive Vice President and Chief Strategy Officer of the Company; and $100,000 to Michael Redman, the Executive Vice President and Chief Operating Officer of the Company in consideration for their efforts during the 2020 fiscal year in advancing the business of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1+ |
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10.2+ |
+ Indicates a management contract or any compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GENPREX, INC. |
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Date: March 25, 2021 |
By: |
/s/ Ryan Confer |
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Ryan Confer |
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Chief Financial Officer (Principal Financial Officer) |
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EXHIBIT 10.1
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment (the “Amendment”) to the Employment Agreement is dated as of March 24, 2021 and effective as of March 19, 2021 (the “Amendment Effective Date”) and is entered into by and between Genprex, Inc., a Delaware corporation (the “Company”) and Catherine Vaczy (the “Employee”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Employment Agreement (as defined herein).
WHEREAS, on March 12, 2020, the Company entered into an employment agreement with the Employee pursuant to which the Employee served as Executive Vice President and Chief Strategy Officer of the Company (the “Employment Agreement”); and
WHEREAS, On November 10, 2020 the Board of Directors appointed Employee to the additional office of General Counsel;
WHEREAS, the Company and the Employee desire to amend the Employment Agreement to change the Employee’s position and increase the Employee’s salary as set forth herein.
NOW THEREFORE, in consideration of the above, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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Section 1 of the Employment Agreement is amended and restated in its entirety as follows: |
1. Position and Duties. It is acknowledged that as of November 10, 2020, Employee began serving in the additional position of General Counsel, and will continue to serve as EVP, General Counsel and Chief Strategy Officer of the Company and will report to the Company’s Chief Executive Officer (“CEO”). Employee will render such business and professional services in the performance of her duties, consistent with employee’s position, as shall reasonably be assigned to her by the CEO without limiting the generality of the foregoing, Employee’s oversight shall include legal matters.
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Section 4.1 of the Employment Agreement is amended and restated in its entirety as follows: |
4.1 Base Salary. As of the Amendment Effective Date, and while employed by the Company pursuant to this Agreement, the Company shall pay the Employee an annual base salary of $420,000 (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. The Company shall periodically review (at least annually) Employee’s compensation and benefits, provided that any changes thereto shall be determined by the Company in its sole and absolute discretion.
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This Amendment shall be for the benefit of and be binding upon, the parties hereto and their respective successors and assigns. Except as amended hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect, and the Employment Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Employment Agreement to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like import shall mean and be a reference to the Employment Agreement as amended by this Amendment. This Amendment shall be construed, enforced, and governed under the internal laws of the State of Texas, without giving effect to any choice of law provision or rule of any other jurisdiction. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Amendment transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| GENPREX, INC. | |||
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By: |
/s/ Rodney Varner | ||
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Name: Rodney Varner |
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Title: Chief Executive Officer |
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| EMPLOYEE | |||
| By: | /s/ Catherine M. Vaczy | ||
| Catherine M. Vaczy |
EXHIBIT 10.2
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment (the “Amendment”) to the Employment Agreement is dated as of March 24, 2021 and effective as of March 19, 2021 and is entered into by and between Genprex, Inc., a Delaware corporation (the “Company”) and Michael Redman (the “Employee”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Employment Agreement (as defined herein).
WHEREAS, on March 12, 2020, the Company entered into an employment agreement with the Employee pursuant to which the Employee serves as Executive Vice President and Chief Operating Officer of the Company (the “Employment Agreement”); and
WHEREAS, the Company and the Employee desire to amend the Employment Agreement to increase Employee’s salary as set forth herein.
NOW THEREFORE, in consideration of the above, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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1. |
Section 4.1 of the Employment Agreement is amended and restated in its entirety as follows: |
4.1 Base Salary. While employed by the Company pursuant to this Agreement, the Company shall pay the Employee an annual base salary of $400,000 (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. The Company shall periodically review (at least annually) Employee’s compensation and benefits, provided that any changes thereto shall be determined by the Company in its sole and absolute discretion.
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2. |
This Amendment shall be for the benefit of and be binding upon, the parties hereto and their respective successors and assigns. Except as amended hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect, and the Employment Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Employment Agreement to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like import shall mean and be a reference to the Employment Agreement as amended by this Amendment. This Amendment shall be construed, enforced, and governed under the internal laws of the State of Texas, without giving effect to any choice of law provision or rule of any other jurisdiction. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Amendment transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
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GENPREX, INC. |
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By: |
/s/ Rodney Varner | ||
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Name: Rodney Varner |
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Title: Chief Executive Officer |
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EMPLOYEE |
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By: |
/s/ Michael Redman | ||
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Michael Redman |