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): February 8, 2022 (February 9, 2022)
MARIZYME, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53223 | 82-5464863 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS
Employer
Identification No.) |
| 555 Heritage Drive, Suite 205, Jupiter, Florida | 33458 | |
| (Address of principal executive offices) | (Zip Code) |
(925) 400-3123
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
☐
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable. |
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed by Marizyme, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 15, 2021, on October 31, 2021, the Company entered into an executive employment agreement (the “Employment Agreement”) with Mr. Barthel setting forth the terms of the compensation for his services as Chief Executive Officer of the Company. Pursuant to the Employment Agreement, Mr. Barthel is entitled to an annual fixed gross salary of $350,000. Upon execution of the Employment Agreement, Mr. Barthel received incentive stock options (“ISOs”) to purchase 400,000 shares of the Company’s common stock at the agreed upon fair market price of $2.25 per share. In addition, Mr. Barthel will be eligible to receive certain equity in the form of ISOs of the Company based upon the attainment of certain metrics, as follows: Nasdaq Listing – 100,000 ISOs; FDA Approval of DuraGraft – 75,000 ISOs; FDA Approval of MATLOC 1 – 75,000 ISOs; Material 3rd Party Partnerships for DuraGraft – 50,000 ISOs; and Material 3rd Party Partnerships for MATLOC 1 – 50,000 ISOs. All ISOs listed above will have 10% vesting upon grant and the balance will vest quarterly over a three (3) year period in equal installments. Mr. Barthel must be employed with the Company in good standing at the time any such ISOs are awarded according to the milestones set forth above. In the event that Mr. Barthel’s employment is terminated prior to any milestone being achieved, he will forfeit his right to receive such ISOs. Mr. Barthel is also eligible to participate in all employee benefit plans, including health insurance, commensurate with his position. Mr. Barthel will receive $3,000 per month to cover healthcare and related expenses. Mr. Barthel’s employment is at-will and may be terminated by him or by the Company at any time. Through October 31, 2022, if the Company terminates Mr. Barthel’s employment with the Company without Cause, as defined in the Employment Agreement, and if Mr. Barthel executes a full release in favor of the Company (in a form acceptable to the Company, which shall include non-competition, non- solicitation, and non-disparagement provisions), the Company will only pay Mr. Barthel the total sum equal to six (6) months of his gross annual salary. Beginning November 1, 2022 and thereafter, if the Company terminates Mr. Barthel’s employment with the Company without Cause, and if Mr. Barthel executes a full release in favor of the Company, the Company will only pay Mr. Barthel the total sum equal to twelve (12) months of his annual gross salary. In the event of a termination with Cause, or in the event of a resignation by Mr. Barthel, Mr. Barthel will not be entitled to any separation payment or any other post-termination severance. The Employment Agreement contains customary confidentiality provisions and restrictive covenants prohibiting Mr. Barthel from (i) owning or operating a business that competes with the Company during the term of his employment and for a period of 18 months following the termination of his employment or (ii) soliciting the Company’s employees for a period of 18 months following the termination of his employment.
On February 8, 2022, the board of directors of the Company determined to approve an amendment to the Employment Agreement to provide that the fair market price of the ISOs to be amended to $1.75 per share of common stock (the “Amendment”). The board of directors made this determination in part based on recent arms’-length transactions with certain private placement investors in which such investors purchased units comprised of (i) a secured Note, convertible into common stock at a price per share of $1.75, subject to adjustment, and (ii) a Class C Common Stock Purchase Warrant to purchase two shares of common stock with an exercise price equal to the lower of (i) $2.25 per share, subject to adjustment, or (ii) 75% of the cash price per share to be paid by the purchasers in a “qualified financing” as defined in the applicable unit purchase agreement, as previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on December 27, 2021. The Amendment was entered into as of the same date.
The foregoing description of the Employment Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement and the Amendment filed as Exhibits 10.1 and 10.2 to this report, which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 1.01 is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
|
Exhibit
No. |
Description of Exhibit | |
|
10.1
|
|
|
| 10.2 | Amendment to Executive Employment Agreement, dated as of February 8, 2022, between Marizyme, Inc. and David Barthel | |
|
104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Marizyme, Inc. has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 9, 2022 | MARIZYME, INC. | |
| By: | /s/ David Barthel | |
| David Barthel | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 10.2
AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT, dated as of February 8, 2022 (this “Amendment”), by and between David Barthel (“Employee”) and Marizyme, Inc., a Nevada corporation (the “Company”).
RECITALS
A. The Company and Employee previously entered into that certain Executive Employment Agreement, dated October 31, 2021 (the “Employment Agreement”).
B. The parties hereto desire to amend the Employment Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. All capitalized words and phrases used herein without definition shall have the meanings ascribed to them in the Employment Agreement.
2. AMENDMENTS.
2.1 The third paragraph in the Employment Agreement is hereby amended and restated in its entirety to read as follows:
“In addition to the ISOs listed above, Employee will receive an additional 400,000 ISOs upon execution of this Agreement at the agreed upon fair market price of $1.75. All ISOs listed above will have 10% vest upon grant and the balance will vest quarterly over a three (3) year period in equal installments.”
3. EFFECT OF AMENDMENT. Except as amended as set forth above, the Employment Agreement shall continue in full force and effect. In the event of a conflict between the provisions of this Amendment and the Employment Agreement, this Amendment shall prevail and govern.
4. COUNTERPARTS. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.
5. GOVERNING LAW. The validity, construction and effect of this Amendment will be governed by the laws of the State of Nevada without giving effect to that state’s conflict of laws rules. Any Dispute will be resolved in a forum located in the State of Delaware. The provisions of this Section 5 shall survive the entry of any judgment, and will not merge, or be deemed to have merged, into any judgment.
[Signature page follows]
| 1 |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth underneath their signatures below.
| Marizyme, Inc. | ||
| /s/ George Kovalyov | ||
| By: | George Kovalyov | |
| Title: | Chief Financial Officer | |
| David Barthel | ||
| /s/ David Barthel | ||
| David Barthel | ||
| 2 |