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):January 8,
2018
Pharma-Bio
Serv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
0-50956
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20-0653570
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6 Road
696, Dorado, Puerto Rico
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00646
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(787)
278-2709
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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
January 8, 2018, Pharma-Bio Serv, Inc. (the “Company”)
amended the Consulting Agreement, dated January 1, 2014, as
amended, by and among the Company, Strategic Consultants
International, LLC (“Consultant”) and Elizabeth Plaza
(the “Consulting Agreement”), effective January 1, 2018
(the “Amendment”). The Amendment extends the
term of the Consulting Agreement for an additional year to December
31, 2018 (the “Extension Term”). The Company will
compensate Consultant a monthly retainer of $33,700 during the
Extension Term. Additionally, in the event the Company
achieves at least eighty percent (80%) of its budget for the year
ending October 31, 2018, Consultant shall receive a payment in the
amount of $100,000 (the “Incentive Fee”). If the
Company achieves one hundred percent (100%) or more of its budget
for the year ending October 31, 2018, the Incentive Fee shall be
$120,000. All other terms and conditions of the Consulting
Agreement remain the same.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Consulting
Agreement Amendment, dated January 8, 2018, by and among Pharma-Bio
Serv, Inc., Strategic Consultants International, LLC and Elizabeth
Plaza, effective January 1, 2018.
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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.
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PHARMA-BIO SERV,
INC.
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Date: January 8,
2018
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By:
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/s/
Pedro
J. Lasanta
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Pedro J.
Lasanta
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Chief Financial
Officer, Vice President Finance and Administration and
Secretary
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CONSULTING AGREEMENT AMENDMENT
CONSULTING AGREEMENT AMENDMENT
(this
“Amendment”), effective as of
January 1, 2018, by and among Pharma-Bio Serv, Inc., a
Delaware corporation (the “Company”), Strategic
Consultants International, LLC, a Puerto Rico registered Limited
Liability Corporation (the “Consultant”), and Elizabeth
Plaza, residing in Dorado, Puerto Rico
(“Plaza”).
W I T N
E S S E T H:
WHEREAS
, the Company, Consultant and
Plaza have entered into that certain Consulting Agreement,
effective as of January 1, 2014, as such Consulting Agreement has
been and may be amended, restated or otherwise modified from time
to time (the "Consulting Agreement"). Capitalized terms used but
not defined herein shall have the meaning ascribed to such terms in
the Consulting Agreement; and
WHEREAS
, the Company, Consultant and
Plaza desire to modify the Consulting Agreement.
NOW THEREFORE
, for good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1.
The following shall
be added to the end of Section 2 of the Consulting
Agreement:
This
Agreement shall be extended through December 31, 2018. For purposes
of this Agreement, “Extension Term” shall mean the
period from January 1, 2018 through December 31, 2018. All
references in this Agreement to the “Term” shall
include the “Extension Term,” unless specifically
indicated otherwise.
2.
The following
sentence shall be added at the end of Section 5 of the Consulting
Agreement:
For the
full and proper performance of this Agreement, the Company agrees
to compensate Consultant a monthly retainer of $33,700 during the
Extension Term. Additionally, in the event the Company achieves at
least eighty percent (80%) of its budget for the year ending
October 31, 2018, Consultant shall receive a payment in the amount
of $100,000 (the “Incentive Fee”). If the Company
achieves one hundred percent (100%) or more of its budget for the
year ending October 31, 2018, the Incentive Fee shall be $120,000.
The determination of whether the Company has achieved its budget
for the year ending October 31, 2018 and the percentage by which
the Company has achieved its budget shall be made by the
Company’s Board of Directors in connection with its final
review of the Company’s financial results for the year ending
October 31, 2018.
3.
Except as expressly
amended by the terms of this Amendment and all prior amendments to
the Consulting Agreement, the terms of the Consulting Agreement
shall remain in effect and are unchanged by this
Amendment.
IN WITNESS WHEREOF
, the parties have
executed this Amendment in Dorado, Puerto Rico, this 8
th
day of January,
2018.
PHARMA-BIO SERV, INC.
By:
/s/ Pedro J.
Lasanta
Name:
Pedro J. Lasanta
Title: Chief
Financial Officer and Vice President- Finance and
Administration and Secretary
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STRATEGIC
CONSULTANTS INTERNATIONAL LLC:
By:
/s/ Elizabeth
Plaza
Name:
Elizabeth Plaza
Title:
Consultant
/s/
Elizabeth Plaza
Elizabeth Plaza,
individually
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