8-K
ELITE PHARMACEUTICALS INC /NV/ (ELTP)
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 3, 2023
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<br>or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | 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<br> 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<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> Stock, par value $0.001 per share | ELTP | OTCQB |
| Item 1.01. | Entry into a Material Definitive Agreement | |
| --- | --- |
| 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 April 27, 2023, Elite Pharmaceuticals, Inc., a Nevada corporation (the “Registrant”), entered into an employment agreement with Mark Pellegrino to serve as the Registrants’ Chief Financial Officer effective May 1, 2023, replacing Robert Chen.
In connection with the appointment of Mr. Pellegrino as Chief Financial Officer of the Registrant, Mr. Pellegrino 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 1, 2023, Mr. Pellegrino became an at-will employee of the Registrant as its Chief Financial Officer. Mr. Pellegrino will fulfill his responsibilities as Chief Financial Officer, and he will receive an annual base salary of $230,000, payable in accordance with the Registrant’s payroll practices.
Upon approval by the Board of Directors of Elite, Mr. Pellegrino will be granted stock options to purchase 1,500,000 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. Pellegrino 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. Pellegrino will be entitled generally to the same benefits offered to other employees of Elite, subject to applicable eligibility requirements.
The Registrant and Mr. Pellegrino 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.
Pellegrino joins Elite with more than 30 years of experience in financial and operational leadership, primarily in the life sciences sector, including manufacturing and distribution. Before joining the Registrant, from 2021 to April 2023, Mr. Pellegrino served as a consultant in finance and tax for Barbera & Barbera, CPAs. From 2012 to 2021, Mr. Pellegrino served as Senior Director of Finance & Administration and as Controller for Kedrion Biopharma, Inc., the U.S. division of a multi-national company. From 2007 to 2009, he served as Chief Financial Officer for Digital Products, Inc. and from 1992 to 2007, Mr. Pellegrino served as Vice President of Finance for Romaco Inc. Mr. Pellegrino brings a wealth of diversified leadership in corporate operations, corporate finance, and accounting.
Mr. Pellegrino has a Bachelor of Science in Accounting from Montclair State College. He is a Certified Public Accountant (CPA).
On May 3, 2023, the Registrant issued a press release announcing the appointment of Mr. Pellegrino as its Chief Financial Officer, effective as of May 1, 2023. A copy of such press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements andExhibits. |
|---|
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Employment Agreement, dated April 27, 2023, between Elite Pharmaceuticals, Inc. and Mark Pellegrino |
| 99.1 | Press Release dated May 3, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
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:<br> May 3, 2023 | ELITE<br> PHARMACEUTICALS, INC. | |
|---|---|---|
| By: | /s/ Nasrat Hakim | |
| Nasrat<br> Hakim, President and CEO |
Exhibit10.1
April 27, 2023
Personaland Confidential
Mark N. Pellegrino, CPA
Dear Mark,
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<br> on May 1, 2023, you shall become an employee of the Company as the Chief Financial Officer.<br> Your job responsibilities will include but not be limited to the tasks articulated in the<br> attachment to this letter. Your job duties shall also include certain other responsibilities<br> that may be assigned to you from time to time by the CEO. You will report directly to the<br> CEO. |
|---|---|
| 2. | You<br> shall receive an annual base salary equal to $230,000.00 which shall be payable in accordance<br> with the Company’s payroll practices. |
| 3. | You<br> are also eligible for up to 25 % bonus based on your and the company’s performance. |
| 4. | Upon<br> the approval by the Board of Directors of Elite, you will be granted stock options to purchase<br> 1,500,000 ELTP Shares. The options will vest over a three-year period, commencing one year<br> from the date of issuance. The share price will be the stock at closing on your first day<br> of employment. |
| 5. | You<br> shall receive 15 days paid vacation time during each calendar year, pro-rated for periods<br> of less than a full calendar year; provided, that the timing and duration of any particular<br> vacation shall not interfere with the business of the Company, or the effective performance<br> of your duties hereunder, as reasonably determined in good faith by the CEO. |
| 6. | Starting<br> with the first day of your employment at the Company, you shall be entitled to participate<br> in all health insurance plans maintained by the Company for its employees, subject to applicable<br> eligibility requirements. Nothing in the foregoing shall limit or restrict the Company’s<br> discretion to amend, revise or terminate any benefit or plan without your notice or consent. |
165 Ludlow Avenue ● Northvale, NJ 07647 ● Ph: (201)750-2646 ● Fax: (201)750-2755 www.elitepharma.com
| 7. | While<br> you are employed by the Company, you agree to devote your best efforts to the interests of<br> the Company and to not knowingly undertake or engage in any employment, occupation or business<br> enterprise that is directly or indirectly adverse to the interest of the Company. You agree<br> to observe in all material respects any and all rules and policies that the Company may now<br> or hereafter establish from time to time, governing the conduct of its employees or business. |
|---|---|
| 8. | You<br> represent that your employment with the Company will not conflict with or be constrained<br> by any prior employment obligations, covenants not to compete, confidentiality obligations<br> or similar restrictions. |
| 9. | As<br> a condition to entering into this Agreement and being employed by the Company you agree to<br> execute and deliver the Proprietary Rights Agreement in the form attached hereto as Exhibit<br> A. |
| 10. | This<br> Agreement may be executed in one or more counterparts, each of which shall be deemed to be<br> an original and all of which taken together shall constitute one and the same agreement (and<br> all signatures need not appear on any one counterpart), and this Agreement shall become effective<br> when one or more counterparts has been signed by each of the parties hereto and delivered<br> to each of the other parties hereto. This Agreement, once executed by a party, may be delivered<br> to the other party hereto by facsimile or electronic transmission of a copy of this Agreement<br> bearing the signature of the party so delivering this Agreement. A faxed or electronically<br> delivered signature shall have the same legally binding effect as an original signature.<br> If you find the foregoing arrangement acceptable and believe that the foregoing accurately<br> summarizes our understanding, please kindly so indicate by executing and dating the attached<br> copy of this Agreement in the space provided and returning a copy to me. |
| Very truly yours, | |
| --- | --- |
| Elite Laboratories, Inc. | |
| By: | /s/ Nasrat Hakim |
| Nasrat<br> Hakim | |
| Title: | President<br> & CEO |
| By: | /s/ Mark Pellegrino |
| Name: | Mark<br> Pellegrino |
165 Ludlow Avenue ● Northvale, NJ 07647 ● Ph: (201)750-2646 ● Fax: (201)750-2755 www.elitepharma.com
Exhibit 99.1
ElitePharmaceuticals, Inc. Appoints Mark Pellegrino as Chief Financial Officer
Northvale, NJ – May 3, 2023: Elite Pharmaceuticals, Inc. (“Elite” or the “Company”) (OTCBB: ELTP), a specialty pharmaceutical company developing and manufacturing niche generic products, today announced the appointment of Mark Pellegrino as its Chief Financial Officer (CFO), effective May 1, 2023.
Pellegrino joins Elite with more than 30 years of experience in financial and operational leadership, primarily in the life sciences sector, including manufacturing and distribution. Pellegrino served for nearly a decade as Senior Director of Finance and Administration at Kedrion Biopharma, Inc., the U.S. division of a multi-national company. Pellegrino also served as CFO for Digital Products, Inc. and spent fifteen years as Vice President of Finance for Romaco, Inc. He most recently held a position at Barbera & Barbera as a consultant in finance and tax. Pellegrino brings a wealth of diversified leadership in corporate operations, corporate finance, and accounting for private and public companies.
“Mark is a highly accomplished executive, and we welcome him to our executive team,” said Nasrat Hakim, President and CEO of Elite. “Mark’s background in finance for healthcare, manufacturing and distribution makes him a great fit for Elite.”
Pellegrino has a Bachelor of Science in Accounting from Montclair State College. He is a Certified Public Accountant (CPA).
AboutElite Pharmaceuticals, Inc.
Elite Pharmaceuticals, Inc. is a specialty pharmaceutical company that develops and distributes niche generic products. Elite specializes in developing and manufacturing oral, controlled-release drug products. Elite owns multiple generic products, some of which are licensed to Prasco, LLC and TAGI Pharma. Elite operates a cGMP and DEA registered facility for research, development, and manufacturing located in Northvale, NJ. For more information, visit www.elitepharma.com.
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