0001299933-13-001551.txt : 20130826 0001299933-13-001551.hdr.sgml : 20130826 20130826162412 ACCESSION NUMBER: 0001299933-13-001551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130820 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20130826 DATE AS OF CHANGE: 20130826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001208261 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521841431 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51290 FILM NUMBER: 131060560 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD. CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 914-606-3500 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD. CITY: TARRYTOWN STATE: NY ZIP: 10591 FORMER COMPANY: FORMER CONFORMED NAME: EPICEPT CORP DATE OF NAME CHANGE: 20021129 8-K 1 htm_48372.htm LIVE FILING Immune Pharmaceuticals Inc. (Form: 8-K)  

 

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):   August 20, 2013

Immune Pharmaceuticals Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-51290 52-1841431
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
777 Old Saw Mill River Rd., Tarrytown, New York   10591
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   914-606-3500

Not Applicable
______________________________________________
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))

Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2013, the registrant entered into transition service agreements with each of the three non-employee members of its Board of Directors: Keith L. Brownlie, Alan W. Dunton, MD, and Robert G. Savage. Under the agreements, each director agreed to provide post-closing transition services to the registrant for 30 days following the closing of the registrant's merger with Immune Pharmaceuticals Ltd. and to waive the currently unpaid cash portion of such director's 2013 compensation in consideration for the issuance by the registrant of an equivalent value of shares of restricted common stock under its 2005 Equity Incentive Plan on the 15th day following the closing of the merger.

In addition, all stock options and restricted stock units currently held by each such director became fully vested as of the date of the agreement and, in the case of stock options, will not expire until their respective expiration dates.





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.

         
    Immune Pharmaceuticals Inc.
          
August 26, 2013   By:   /s/ Robert W. Cook
       
        Name: Robert W. Cook
        Title: Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
10.1
  Transition Service Agreement between EpiCept Corporation and Keith L. Brownlie dated August 20, 2013.
10.2
  Transition Service Agreement between EpiCept Corporation and Alan Dunton dated August 20, 2013.
10.3
  Transition Service Agreement between EpiCept Corporation and Robert G. Savage dated August 20, 2013.
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

EpiCept Corporation
777 Old Saw Mill River Road
Tarrytown, NY 10591

August 20, 2013

Keith Brownlie
42 Edisto Drive
Bluffton, SC 29910

      Re: EpiCept Corporation (“EpiCept” or the “Company”)

Dear Keith:

This letter confirms the agreement between EpiCept Corporation (the “Company”) and you relating to your resignation, effective as of the date of the closing of the merger (the “Immune Merger”) of the Company’s subsidiary Epicept Israel Ltd. into Immune Pharmaceuticals Ltd. (“Immune”) in accordance with the Merger Agreement and Plan of Reorganization dated as of November 7, 2012, as amended (the “Merger Agreement”). As we discussed, you are not resigning because of any disagreement on any matter relating to the Company’s operations, policies or practices.

The Board of Directors of the Company (the “Board”) determined on August 12, 2013 that the equity component for 2013 Directors’ compensation, which had not yet been awarded during the current calendar year, should be 300,000 restricted shares of common stock (“Restricted Shares”) under the Company’s 2005 Equity Incentive Plan (the “Plan”), for each non-employee director (with 1.75 times that amount, or 525,000 shares of restricted stock for the Chairman of the Board), with the restrictions terminating upon the closing of the Immune Merger. Accordingly, the Company will instruct the Company’s transfer agent to issue to you a certificate representing the Restricted Shares.

Given the Company’s current limited cash resources, and the request by management and Immune for the non-employee directors to provide post-closing transition services for 30 days following the closing, you (and the other two non-employee directors) each have generously agreed to waive the currently unpaid cash portion of your 2013 compensation in consideration for the issuance to you by the Company of an equivalent value of shares of restricted common stock under the Plan on the 15th day following the closing of the Immune Merger, with the restriction to terminate 15 days thereafter (that is, at the end of the 30 day transition services period). In connection therewith, you will make yourself available in person or by telephone, upon reasonable prior request, to the Board and its committees, as well as to members of senior management, on matters relating to general business development in your areas of expertise. If we request you to appear periodically for meetings or the like, we will reimburse you for your reasonable expenses.

In consideration for your services, we will issue to you that number of restricted shares of common stock of the Company, the resale of which by you is covered by a current registration statement on Form S-8, equal to the unpaid cash fee owed to you of $18,195.65, divided by the closing price of the Company common stock on the 15th day following the closing of the Immune Merger.

In addition, all stock options and restricted stock units currently held by you will become fully vested as of the date hereof and, in the case of stock options, will not expire until their respective expiration dates. This letter shall be deemed to amend any option grant to which you are a party, and except as provided herein, such option grants will remain in full force and effect.

By this letter, we confirm to you that you will continue to be covered by the Company’s existing directors’ and officers’ liability insurance for your acts as a director of the Company through the date of your resignation, and further, that the Company’s By-Laws currently provide for indemnification of you in such capacity by the Company.

This agreement has been approved by the Board and also has been acknowledged by Daniel Teper, on behalf of Immune, who shall become Chairman of the Board, Chief Executive Officer and President of the Company following the closing of the Immune Merger.

Thank you for the important and significant contributions you have made to EpiCept during your tenure as a director.

EPICEPT CORPORATION

By:      
Robert W. Cook,
Interim President and Chief Executive
Officer

AGREED AND ACCEPTED:

                

Keith Brownlie

IMMUNE PHARMACEUTICALS LTD.

By:       
Daniel Teper,
Chairman and Chief Executive Officer

EX-10.2 3 exhibit2.htm EX-10.2 EX-10.2

EpiCept Corporation
777 Old Saw Mill River Road
Tarrytown, NY 10591

August 20, 2013

Alan Dunton
326 Bird Key Drive
Sarasota, FL 34236

      Re: EpiCept Corporation (“EpiCept” or the “Company”)

Dear Alan:

This letter confirms the agreement between EpiCept Corporation (the “Company”) and you relating to your resignation, effective as of the date of the closing of the merger (the “Immune Merger”) of the Company’s subsidiary Epicept Israel Ltd. into Immune Pharmaceuticals Ltd. (“Immune”) in accordance with the Merger Agreement and Plan of Reorganization dated as of November 7, 2012, as amended (the “Merger Agreement”). As we discussed, you are not resigning because of any disagreement on any matter relating to the Company’s operations, policies or practices.

The Board of Directors of the Company (the “Board”) determined on August 12, 2013 that the equity component for 2013 Directors’ compensation, which had not yet been awarded during the current calendar year, should be 300,000 restricted shares of common stock (“Restricted Shares”) under the Company’s 2005 Equity Incentive Plan (the “Plan”), for each non-employee director (with 1.75 times that amount, or 525,000 shares of restricted stock for the Chairman of the Board), with the restrictions terminating upon the closing of the Immune Merger. Accordingly, the Company will instruct the Company’s transfer agent to issue to you a certificate representing the Restricted Shares.

Given the Company’s current limited cash resources, and the request by management and Immune for the non-employee directors to provide post-closing transition services for 30 days following the closing, you (and the other two non-employee directors) each have generously agreed to waive the currently unpaid cash portion of your 2013 compensation in consideration for the issuance to you by the Company of an equivalent value of shares of restricted common stock under the Plan on the 15th day following the closing of the Immune Merger, with the restriction to terminate 15 days thereafter (that is, at the end of the 30 day transition services period). In connection therewith, you will make yourself available in person or by telephone, upon reasonable prior request, to the Board and its committees, as well as to members of senior management, on matters relating to general business development in your areas of expertise. If we request you to appear periodically for meetings or the like, we will reimburse you for your reasonable expenses.

In consideration for your services, we will issue to you that number of restricted shares of common stock of the Company, the resale of which by you is covered by a current registration statement on Form S-8, equal to the unpaid cash fee owed to you of $28,321.88, divided by the closing price of the Company common stock on the 15th day following the closing of the Immune Merger.

In addition, all stock options and restricted stock units currently held by you will become fully vested as of the date hereof and, in the case of stock options, will not expire until their respective expiration dates. This letter shall be deemed to amend any option grant to which you are a party, and except as provided herein, such option grants will remain in full force and effect.

By this letter, we confirm to you that you will continue to be covered by the Company’s existing directors’ and officers’ liability insurance for your acts as a director of the Company through the date of your resignation, and further, that the Company’s By-Laws currently provide for indemnification of you in such capacity by the Company.

This agreement has been approved by the Board and also has been acknowledged by Daniel Teper, on behalf of Immune, who shall become Chairman of the Board, Chief Executive Officer and President of the Company following the closing of the Immune Merger.

Thank you for the important and significant contributions you have made to EpiCept during your tenure as a director.

EPICEPT CORPORATION

By:      
Robert W. Cook,
Interim President and Chief Executive
Officer

AGREED AND ACCEPTED:

                

Alan Dunton

IMMUNE PHARMACEUTICALS LTD.

By:       
Daniel Teper,
Chairman and Chief Executive Officer

EX-10.3 4 exhibit3.htm EX-10.3 EX-10.3

EpiCept Corporation
777 Old Saw Mill River Road
Tarrytown, NY 10591

August 20, 2013

Robert G. Savage
315 South Shore Drive
Sarasota, FL 34234

      Re: EpiCept Corporation (“EpiCept” or the “Company”)

Dear Robert:

This letter confirms the agreement between EpiCept Corporation (the “Company”) and you relating to your resignation, effective as of the date of the closing of the merger (the “Immune Merger”) of the Company’s subsidiary Epicept Israel Ltd. into Immune Pharmaceuticals Ltd. (“Immune”) in accordance with the Merger Agreement and Plan of Reorganization dated as of November 7, 2012, as amended (the “Merger Agreement”). As we discussed, you are not resigning because of any disagreement on any matter relating to the Company’s operations, policies or practices.

The Board of Directors of the Company (the “Board”) determined on August 12, 2013 that the equity component for 2013 Directors’ compensation, which had not yet been awarded during the current calendar year, should be 300,000 restricted shares of common stock (“Restricted Shares”) under the Company’s 2005 Equity Incentive Plan (the “Plan”), for each non-employee director (with 1.75 times that amount, or 525,000 shares of restricted stock for the Chairman of the Board), with the restrictions terminating upon the closing of the Immune Merger. Accordingly, the Company will instruct the Company’s transfer agent to issue to you a certificate representing the Restricted Shares.

Given the Company’s current limited cash resources, and the request by management and Immune for the non-employee directors to provide post-closing transition services for 30 days following the closing, you (and the other two non-employee directors) each have generously agreed to waive the currently unpaid cash portion of your 2013 compensation in consideration for the issuance to you by the Company of an equivalent value of shares of restricted common stock under the Plan on the 15th day following the closing of the Immune Merger, with the restriction to terminate 15 days thereafter (that is, at the end of the 30 day transition services period). In connection therewith, you will make yourself available in person or by telephone, upon reasonable prior request, to the Board and its committees, as well as to members of senior management, on matters relating to general business development in your areas of expertise. If we request you to appear periodically for meetings or the like, we will reimburse you for your reasonable expenses.

In consideration for your services, we will issue to you that number of restricted shares of common stock of the Company, the resale of which by you is covered by a current registration statement on Form S-8, equal to the unpaid cash fee owed to you of $17,217.39, divided by the closing price of the Company common stock on the 15th day following the closing of the Immune Merger.

In addition, all stock options and restricted stock units currently held by you will become fully vested as of the date hereof and, in the case of stock options, will not expire until their respective expiration dates. This letter shall be deemed to amend any option grant to which you are a party, and except as provided herein, such option grants will remain in full force and effect.

By this letter, we confirm to you that you will continue to be covered by the Company’s existing directors’ and officers’ liability insurance for your acts as a director of the Company through the date of your resignation, and further, that the Company’s By-Laws currently provide for indemnification of you in such capacity by the Company.

This agreement has been approved by the Board and also has been acknowledged by Daniel Teper, on behalf of Immune, who shall become Chairman of the Board, Chief Executive Officer and President of the Company following the closing of the Immune Merger.

Thank you for the important and significant contributions you have made to EpiCept during your tenure as a director.

EPICEPT CORPORATION

By:      
Robert W. Cook,
Interim President and Chief Executive
Officer

AGREED AND ACCEPTED:

                

Robert G. Savage

IMMUNE PHARMACEUTICALS LTD.

By:       
Daniel Teper,
Chairman and Chief Executive Officer