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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
May
11, 2022
Date
of Report (Date of earliest event reported)
ELITE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-15697 |
|
22-3542636 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
165
Ludlow Avenue, Northvale, New Jersey 07647
(Address
of principal executive offices)
(201)
750-2646
(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 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. ☐
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
ELTP |
|
OTCQB |
Item 1.01. Entry into a Material Definitive Agreement Item
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Chief Financial Officer
On
May 5, 2022, Elite Pharmaceuticals, Inc., a Nevada corporation (the “Registrant”), entered into an employment agreement with
Robert Chen to serve as the Registrants’ Chief Financial Officer, replacing Marc Bregman, who served as the Registrant’s
Chief Financial Officer effective May 16, 2022.
In
connection with the appointment of Mr. Chen as Chief Financial Officer of the Registrant, Mr. Chen and the Registrant entered into a
letter agreement (the “Employment Letter”). A copy of the Employment Letter is attached to this Current Report on Form 8-K
as Exhibit 10.1, and the summary of the material terms of the Employment Letter set forth in this Current Report on Form 8-K is qualified
in its entirety by reference to such exhibit.
Pursuant
to the terms of the Employment Letter, commencing on May 16, 2022, Mr. Chen became an at-will employee of the Registrant as its Chief
Financial Officer. Mr. Chen will fulfill his responsibilities as Chief Financial Officer, and he will receive an annual base salary of
$250,000, payable in accordance with the Registrant’s payroll practices. Pursuant to the Employment Letter, Mr. Chen agrees to
not knowingly undertake or engage in any employment, occupation, or business enterprise that is, directly or indirectly, adverse to the
interest of the Registrant.
Upon
approval by the Board of Directors of Elite, Mr. Chen will be granted stock options to purchase 900,000 ELTP Shares. The options will
vest over a three-year period, commencing one year from the date of issuance. The strike price will be equal to the closing price of
the Company’s stock as traded on the OTC Bulletin Board (symbol ELTP) on the first day of employment.
In
addition, pursuant to the Employment Letter, Mr. Chen may become eligible for cash and/or equity-based awards that may be granted by
the Registrant in the future, with any such awards to be granted at the discretion of the Registrant and its Chief Executive Officer.
Mr. Chen will be entitled generally to the same benefits offered to other employees of Elite, subject to applicable eligibility requirements.
The
Registrant and Mr. Chen also entered into the Registrant’s standard Employee Proprietary Information and Non-Solicitation Agreement
that the Registrant requires its employees to execute in connection with their employment with the Registrant.
Mr.
Chen joins Elite with broad experience in financial and operational leadership for life science companies, both private and public, ranging
from preclinical development to commercial operations. Before joining the Registrant, from December 2020 to February 2022, Mr. Chen served
as Vice President for KBP Biosciences. From July 2019 to October 2020, Mr. Chen was the Chief Financial Officer at Victory Commercial
Management. Mr. Chen held various other financial positions in the life sciences sector with increasing responsibilities. Mr. Chen is
a certified public accountant and began his career with Price Waterhouse and served as an Industrial Financial Analyst. Mr. Chen brings
with him extensive and diversified financial leadership background in the areas of financial reporting, including manufacturing, financial
and cost accounting, SEC, GAAP and IFRS, as well as financial planning and analysis.
Mr.
Chen has a Bachelor
of Science in Business Administration, Accounting, and a Master of Professional Accountancy degree from the University of Southern
Mississippi. He is a Certified Public Accountant (CPA).
Effective
as of May 16, 2022, Mr. Chen replaced Mr. Bregman as the Registrant’s Chief Financial Officer, and Mr. Bregman, who also served
as the Registrant’s Secretary and Treasurer, ceased providing services to the Registrant in such capacities as of April 29, 2022.
On
May 11, 2022, the Registrant issued a press release announcing the appointment of Mr. Chen as its Chief Financial Officer, effective
as of May 16, 2022. A copy of such press release is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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.
| Dated:
May 11, 2022 |
ELITE
PHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/
Nasrat Hakim |
| |
|
Nasrat
Hakim, President and CEO |
Exhibit
10.1
May
5, 2022
Personal
and Confidential
Robert
Chen
11
Barnyard Court
Plainsboro,
NJ 08536
Dear
Robert,
This
offer letter (the “Agreement”) shall confirm our understanding as to the terms of your employment with Elite Laboratories,
Inc., a Delaware corporation (the “Company”).
| 1. | Commencing
on May 16th, 2022, you shall become an employee of the Company as the Chief Financial Officer.
Your job responsibilities will include but not be limited to the tasks articulated in the
attachment to this letter. Your job duties shall also include certain other responsibilities
that may be assigned to you from time to time by management. You will report directly to
the CEO. |
| | |
| 2. | You
shall receive an annual base salary equal to $250,000.00 which shall be payable in accordance
with the Company’s payroll practices. You are also eligible for up to 25% bonus based
on your and the company’s performance. |
| | |
| 3. | Upon
the approval by the Board of Directors of Elite, you will be granted stock options to purchase
900,000 ELTP Shares. The options will vest over a three-year period, commencing one year
from the date of issuance. The share price will be the stock at closing on your first day
of employment. |
| | |
| 4. | You
shall receive 15 days paid vacation time during each calendar year, pro rated for periods
of less than a full calendar year; provided, that the timing and duration of any particular
vacation shall not interfere with the business of the Company, or the effective performance
of your duties hereunder, as reasonably determined in good faith by the CEO. |
165
Ludlow Avenue • Northvale, NJ 07647 • Ph: (201)750-2646 • Fax: (201)750-2755 www.elitepharma.com
| 5. | Starting
with the first day of your employment at the Company, you shall be entitled to participate
in all health insurance plans maintained by the Company for its employees, subject to applicable
eligibility requirements. Nothing in the foregoing shall limit or restrict the Company’s
discretion to amend, revise or terminate any benefit or plan without your notice or consent. |
| | |
| 6. | While
you are employed by the Company, you agree to devote your best efforts to the interests of
the Company and to not knowingly undertake or engage in any employment, occupation or business
enterprise that is directly or indirectly adverse to the interest of the Company. You agree
to observe in all material respects any and all rules and policies that the Company may now
or hereafter establish from time to time, governing the conduct of its employees or business. |
| | |
| 7. | You
represent that your employment with the Company will not conflict with or be constrained
by any prior employment obligations, covenants not to compete, confidentiality obligations
or similar restrictions. |
| | |
| 8. | As
a condition to entering into this Agreement and being employed by the Company you agree to
execute and deliver the Proprietary Rights Agreement in the form attached hereto as Exhibit
A. |
| | |
| 9. | This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement (and
all signatures need not appear on any one counterpart), and this Agreement shall become effective
when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile or electronic transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement. A faxed or electronically
delivered signature shall have the same legally binding effect as an original signature. |
If
you find the foregoing arrangement acceptable and believe that the foregoing accurately summarizes our understanding, please kindly so
indicate by executing and dating the attached copy of this Agreement in the space provided and returning a copy to me.
| |
Very
truly yours, |
| |
|
| |
Elite
Laboratories, Inc. |
| |
|
| |
By: |
/s/
Nasrat Hakim |
| |
Name:
|
Nasrat
Hakim |
| |
Title:
|
President
& CEO |
ACCEPTED
& AGREED AS OF May 5, 2022
| By: |
/s/
Robert Chen |
|
| Name: |
Robert
Chen |
|
165
Ludlow Avenue • Northvale, NJ 07647 • Ph: (201)750-2646 • Fax: (201)750-2755 www.elitepharma.com
Exhibit 99.1
Elite Pharmaceuticals, Inc. Appoints Robert Chen
as Chief Financial Officer
Northvale, NJ – May
11, 2022: Elite Pharmaceuticals, Inc. (“Elite” or the “Company”) (OTCBB: ELTP), a specialty pharmaceutical company
developing and manufacturing niche generic products, today announced the appointment of Robert Chen, CPA/MPA, as its Chief Financial Officer
(CFO), effective May 16, 2022, succeeding Marc Bregman.
Mr. Chen joins Elite with
broad experience in financial and operational leadership for life science companies, both private and public, ranging from preclinical
development to commercial operations. Mr. Chen brings with him extensive and diversified financial leadership background in the areas
of financial reporting, including manufacturing, financial and cost accounting, SEC, GAAP and IFRS, as well as financial planning and
analysis.
“Robert is an outstanding addition to our executive
team as a seasoned public company CFO with more than 20 years of operational experience,” said Nasrat Hakim, President and CEO
of Elite. “The board and I are looking forward to working with Robert”.
Mr. Chen previously served
in roles as CFO, Vice President of Finance, and Corporate Controller primarily in the life sciences sector. Mr. Chen most recently served
as Vice President of Finance for KBP Biosciences, a clinical-stage biotech start-up. Mr. Chen also held financial positions with Bradley
Pharmaceuticals, Novartis, Victory Commercial Management, Medimetriks Pharmaceuticals, and Taiho Oncology.
Mr. Chen holds a Bachelor
of Science in Business Administration, Accounting, and a Master of Professional Accountancy degree from the University of Southern
Mississippi. He is a Certified Public Accountant (CPA).
About Elite Pharmaceuticals, Inc.
Elite Pharmaceuticals, Inc. is a specialty pharmaceutical
company that develops niche generic products. Elite specializes in developing and manufacturing oral, controlled-release drug products.
Elite owns multiple generic products which have been licensed to Lannett Company, Glenmark Pharmaceuticals, Inc., and TAGI Pharma. Elite
operates a cGMP and DEA registered facility for research, development, and manufacturing located in Northvale, NJ.
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, those related
to the effects, if any, on future results, performance, or other expectations that may have some correlation to the subject matter of
this press release. Readers are cautioned that such forward-looking statements involve, without limitation, risks, uncertainties, and
other factors not under the control of Elite, which may cause actual results, performance, or achievements of Elite to be materially different
from the results, performance, or other expectations that may be implied by these forward-looking statements. These forward-looking statements
may include statements regarding the expected timing of approval, if at all, of products by the FDA, and the actions the FDA may require
of Elite in order to obtain such approvals. These forward-looking statements are not guarantees of future action or performance. These
risks and other factors are discussed, without limitation, in Elite’s filings with the Securities and Exchange Commission, including
its reports on forms 10-K, 10-Q, and 8-K. Elite is under no obligation to update or alter its forward-looking statements, whether as a
result of new information, future events, or otherwise.
Contact:
For Elite Pharmaceuticals, Inc.
Dianne Will, Investor Relations, 518-398-6222
Dianne@elitepharma.com
www.elitepharma.com