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

 

Date of Report (Date of earliest event reported): October 10, 2021

 

INNOVATION PHARMACEUTICALS INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

001-37357

 

30-0565645

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

  

301 Edgewater Place - Suite 100
Wakefield, Massachusetts

 

01880

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (978) 921-4125

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered under Section 12(b) of the Exchange Act: none

 

Indicate by check mark whether the Registrant is an emerging growth company 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.

 

On October 10, 2021, the Compensation Committee and Board of Directors of Innovation Pharmaceuticals Inc. (the “Company”) approved the following matters:

 

 

·

CEO Employment Agreement — The Compensation Committee approved, and the Board of Directors ratified, a new employment agreement between the Company and Leo Ehrlich, the Company’s Chief Executive Officer. Mr. Ehrlich’s previous employment agreement expired in January 2015 and Mr. Ehrlich has served without an employment agreement since such time. The new employment agreement is in the form previously approved for executive officers of the Company and filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2016. The employment agreement continues Mr. Ehrlich’s current base salary of $475,000 per year and provides for (i) performance share awards under the Company’s 2016 Equity Incentive Plan, as amended (the “Plan”) with a maximum value of up to $35.0 million, contingent upon the achievement of certain market capitalization, licensing revenue and clinical trial performance goals, and (ii) cash awards with a maximum value of up to $14.0 million, contingent upon the achievement of certain market capitalization and licensing revenue goals.

 

 

 

 

·

Amendments to the 2016 Equity Incentive Plan — The Compensation Committee approved, and the Board of Directors ratified, amendments to the Plan to increase the number of shares of common stock available for issuance thereunder to 225 million shares, among other amendments. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by the text of the amendments, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

 

 

 

·

Annual Stock Option Awards — The Compensation Committee approved stock option awards under the Plan relating to one million shares of common stock to each independent director and 500,000 shares of common stock to each of the non-independent director and the Company's Senior Vice President, Clinical Sciences and Portfolio Management.

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description

10.1

 

Amendments to the Innovation Pharmaceuticals Inc. 2016 Equity Incentive Plan, as amended.

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INNOVATION PHARMACEUTICALS INC.
       
Dated: October 14, 2021 By:  /s/ Leo Ehrlich

 

Name:

Leo Ehrlich  
  Title: Chief Executive Officer  

 

 

3

 

 

EXHIBIT 10.1

 

AMENDMENTS TO

INNOVATION PHARMACEUTICALS INC.

2016 EQUITY INCENTIVE PLAN, AS AMENDED

 

A. Section 4 of the Plan is amended and restated in its entirety to read as follows:

 

“4. Shares Subject to the Plan.

 

4.1 Subject to adjustment in accordance with Section 11, a total of 225,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan; provided that no Outside Director may be granted Awards covering more than 5,000,000 shares of Common Stock in any year. Any shares of Common Stock granted in connection with Options, Stock Appreciation Rights or other Awards shall be counted against this limit as one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

 

4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.

 

4.3 Subject to adjustment in accordance with Section 11, no Participant shall be granted, during any one (1) year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 200,000,000 shares of Common Stock in the aggregate or any other Awards with respect to more than 200,000,000 shares of Common Stock in the aggregate. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall count toward the individual share limit set forth in this Section 4.

 

4.4 Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award.”

 

B. Section 7.4(d)(vi) of the Plan is amended and restated in its entirety to read as follows:

 

“(vi) Maximum Award Payable

 

Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period (excluding any Options and Stock Appreciation Rights) is 200,000,000 shares of Common Stock or, in the event such Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee. The maximum amount that can be paid in any calendar year to any Participant pursuant to a cash bonus Award described in the last sentence of Section 7.4(a) shall be $40,000,000. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date.”