GridAI Technologies Corp 8-K, filed Jan 6, 2020
GridAI Technologies Corp. (GRDX)
8-K
2020-01-06
For: 2019-12-30
View Original
Added on
April 11, 2026
About this 8-K
GridAI Technologies Corp filed this 8-K on January 6, 2020, reporting on events of December 30, 2019.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): December 30,
2019
AZURRX BIOPHARMA, INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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001-37853
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46-4993860
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator,
Suite 304
Brooklyn, New York
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11226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (646)
699-7855
(Name,
address, including zip code, and telephone number, including area
code, of agent for service of process)
NOT APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the appropriate box below if the Form 8-K 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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AZRX
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Nasdaq
Capital Market
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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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on
Form 8-K filed with the Securities and Exchange Commission on
December 30, 2019, which is incorporated herein by reference,
AzurRx BioPharma, Inc. (the “Company”) commenced an offering on December 20,
2019 of (i) Senior Convertible Promissory Notes (each a
“Note,” and together, the
“Notes”) in the principal amount of up to $8.0
million to certain accredited investors (the
“Investors”), and (ii) warrants
(“Warrants”) to purchase shares of the Company’s
common stock, par value $0.001 per share
(“Common
Stock”), each pursuant to
Note Purchase Agreements entered into by and between the Company
and each of the Investors (the “NPAs”) (the “Note
Offering”).
Between December 30, 2019 and January 2, 2020, the
Company issued Notes to additional Investors in the aggregate
principal amount of $943,200 and Warrants to purchase an aggregate
of up to 486,185 shares of Common Stock. Each Note has a maturity
date that is nine months from the date of issuance, accrues
interest at a rate of 9% per annum, and is convertible, at the
option of the holder, into shares of the Company’s Common
Stock at a price of $0.97 per share (the “Conversion
Shares”) and the Warrants
have an exercise price of $1.07 per share and expire five years
from the date of issuance. In addition, Alexander Capital L.P.
(“Alexander
Capital”) received
additional consideration for their role as Placement Agent at the
same rate as was disclosed in the Company’s Current Report on
Form 8-K filed on December 30, 2019.
The Company intends to use the proceeds from the
Note Offering for general working capital purposes, and to repay
certain amounts due and payable to ADEC Private Equity Investments,
LLC (“ADEC”), as previously disclosed in the
Company’s Current Report on Form 8-K filed on December 30,
2019.
The
issuance of the Notes, Warrants and the Placement Agent Warrants
issued to Alexander Capital was exempt from the registration
requirements of the Securities Act of 1933, as amended, in
accordance with Section 4(a)(2) and/or Regulation 506 promulgated
thereunder, as a transaction by an issuer not involving a public
offering.
The
foregoing description of the NPA, the Notes and the Warrants do not
purport to be complete, and are qualified in their entirety by
reference to the same, which documents were attached as exhibits to
the Company’s Current Report on Form 8-K filed on December
30, 2019.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
See
Item 1.01.
Item 3.02 Unregistered Sales of Equity
Securities.
See
Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
January 2, 2020, Daniel Schneiderman was appointed to serve as the
Chief Financial Officer of the Company. A copy of the press release
issued by the Company on January 3, 2019 regarding Mr.
Schneiderman’s appointment is attached hereto as Exhibit
99.1.
Mr. Schneiderman, age 41, is seasoned finance executive with
over 18 years of experience in the areas of capital markets and
finance operations. Prior to joining the Company, from November
2018 through December 2019 Mr. Schneiderman served as Chief
Financial Officer of Biophytis SA, and its U.S. subsidiary,
Biophytis, Inc., a European-based, clinical-stage biotechnology
company focused on the development of drug candidates for
age-related diseases, with a primary focus on neuromuscular
diseases. From February 2012 through August 2018, Mr. Schneiderman
served as Vice President of Finance, Controller and Secretary of
MetaStat, Inc. (OTC: MTST), a publicly traded biotechnology company
with a focus on Rx/Dx precision medicine solutions to treat
patients with aggressive (metastatic) cancer. Mr. Schneiderman
began his career at Burnham Hill Partners LLC, a division of Pali
Capital, Inc., a boutique investment bank providing capital
raising, advisory and merchant banking services in February 2004,
where he served in various roles and increasing responsibilities,
including as Vice President of Investment Banking until January
2012. Mr. Schneiderman holds a bachelor’s degree in economics
from Tulane University.
In connection with Mr. Schneiderman’s
appointment, the Company and Mr. Schneiderman entered into an
employment agreement (the
“Agreement”),
a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1. Pursuant to the Agreement, Mr. Schneiderman shall (i)
serve as the Company’s Chief Financial Officer for a term of
three years commencing on January 2, 2020 (the
“Effective
Date”), subject to
further renewal upon agreement of the parties; (ii) be subject to a
non-competition requirement for twelve months after his
termination; (iii) be subject to a non-solicitation requirement for
twelve months after his termination; and (iv) be entitled to
receive the following compensation for his services: (a) a base
salary of $285,000 per year, (b) is eligible to receive an annual
milestone cash bonus based on certain milestones that will be
established by the Company’s Board or the Compensation
Committee, (c) a grant of stock options to purchase such number of
shares of the Company’s Common Stock equal to one and a
quarter percent (1.25%) of the issued and outstanding Common Stock
on January 2, 2020 with a strike price of $1.03 per share, which
shall vest in three equal portions on each anniversary date of the
Effective Date commencing on the first anniversary date of the
Agreement, (d) 20 days of paid vacation, (e) participate in full
employee health benefits, and (f) reimbursement for all reasonable
expenses incurred in connection with his services to the
Company.
In the event of Mr. Schneiderman’s termination by the Company
for Cause, as defined in the Agreement, or by Mr. Schneiderman
voluntarily, he will not be entitled to receive any payments beyond
amounts already earned, and any un-vested equity awards will
terminate. In the event of Mr. Schneiderman’s termination as
a result of an Involuntary Termination Other than for Cause, as
defined in the Agreement, he will be entitled to receive the
following compensation: (i) severance in the form of continuation
of his salary (at the Base Salary rate in effect at the time of
termination, but prior to any reduction triggering Good Reason) for
a period of twelve (12) months following the termination date; (ii)
payment of Executive’s premiums to cover COBRA for a period
of twelve (12) months following the termination date; and (iii) a
prorated annual bonus.
Mr. Schneiderman
and the Company have not engaged in
any related party transaction and he has no family relationships
with any director or executive officer of the Company, or persons
nominated or chosen by the Company to become directors or executive
officers. There are no other arrangements or understandings with
Mr. Schneiderman
with respect to his appointment as
Chief Financial Officer.
The
foregoing description of the Agreement does not purport to be
complete, and is qualified in its entirety by reference to the
same, attached to this Current Report on Form 8-K as Exhibits
10.1, and incorporated by reference herein.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description
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Employment
Agreement by and between AzurRx BioPharma, Inc. and Mr.
Schneiderman, dated January 1, 2020.
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Press
release issued by AzurRx BioPharma, Inc., dated January 3,
2020.
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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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AzurRx BioPharma, Inc.
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Date:
January 6, 2020
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By:
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/s/
James Sapirstein
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Name: James Sapirstein
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Title: President and Chief Executive Officer
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Exhibit
10.1
AZURRX
BIOPHARMA, INC. EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (this
“Agreement”)
is made and entered into on January 1, 2020,
effective as of January 2, 2020 (the “Effective
Date”) by and between AzurRx Biopharma, Inc. (the
“Company”)
and Daniel Schneiderman (“Executive”).
The Company and Executive are hereinafter collectively referred to
as the “Parties”,
and individually referred to as a “Party”.
RECITALS
A. The
Company desires assurance of the association and services of
Executive in order to retain Executive’s experience, skills,
abilities, background and knowledge, and is willing to engage
Executive’s services on the terms and conditions set forth in
this Agreement.
B. Executive
desires to be in the employ of the Company, and is willing to
accept such employment on the terms and conditions set forth in
this Agreement.
AGREEMENT
In
consideration of the foregoing Recitals and the mutual promises and
covenants herein contained, and for other good and valuable
consideration, the Parties, intending to be legally bound, agree as
follows:
1. EMPLOYMENT.
1.1 Title. Effective as of the Effective Date,
Executive’s position shall be Chief Financial Officer,
subject to the terms and conditions set forth in this
Agreement.
1.2 Term. The term of this Agreement shall begin on the
Effective Date and shall continue for a period of three (3) years
or until it is terminated pursuant to Section 4 herein (the
“Term”).
1.3 Duties. Executive shall have the customary powers,
responsibilities and authorities of President and Chief Financial
Officer of corporations of the size, type and nature of the
Company, as it exists from time to time. Executive shall report to
the Company’s Chief Executive Officer (the
“CEO”).
1.4 Governing Agreement.
The employment relationship between
the Parties shall be governed by this Agreement
2. LOYALTY; NONCOMPETITION; NONSOLICITATION.
2.1 Loyalty. During Executive’s employment by the
Company, Executive shall devote substantially all his business time
to the performance of Executive’s duties under this
Agreement. Notwithstanding the foregoing, except as otherwise agreed to in writing, Executive
shall have the right to perform such incidental services as are
necessary in connection with (a) his private passive
investments, (b) his charitable or community activities, (c) his
participation in trade or professional organizations, and (d) his
service on the board of directors (or comparable body) of any
third-party corporate entity that is not a Competitive Entity (as
defined in Section 2.3), so long as these activities do not
materially interfere with Executive’s duties hereunder and,
with respect to (d), Executive obtains prior Company consent, which
consent will not be unreasonably withheld. Executive may also
provide limited services to other parties provided such services
are without remuneration.
-1-
2.2 Agreement not to Participate in
Company’s Competitors.
During the Term, Executive agrees not to acquire, assume or
participate in, directly or indirectly, any position, investment or
interest known by Executive to be adverse or antagonistic to the
Company, its business, or prospects, financial or otherwise, or in
any company, person, or entity that is, directly or indirectly, in
competition with the business of the Company or any of its
Affiliates (as defined below). Ownership by Executive, in
professionally managed funds over which the Executive does not have
control or discretion in investment decisions, or as a passive
investment, of less than five percent (5%) of the outstanding
shares of capital stock of any corporation with one or more classes
of its capital stock listed on a national securities exchange or
publicly traded on a national securities exchange or in the
over-the-counter market shall not constitute a breach of this
Section. For purposes of this Agreement, “Affiliate,”
means, with respect to any specific
entity, any other entity that, directly or indirectly, through one
or more intermediaries, controls, is controlled by or is under
common control with such specified entity.
2.3 Covenant not to
Compete. During the Term and
for a period of twelve (12) months thereafter (the
“Restricted
Period”), Executive shall not engage in competition
with the Company and/or any of its Affiliates, either directly or
indirectly, in any manner or capacity, as adviser, principal,
agent, affiliate, promoter, partner, officer, director, employee,
stockholder, owner, co-owner, consultant, or member of any
association or otherwise, in any phase of the business of
researching and developing non-systemic biologics for the treatment
of patients with gastrointestinal disorders (a “Competitive
Entity”), except with the prior written consent of the
Company’s board of directors (the
“Board”).
2.4 Nonsolicitation.
During the Restricted Period,
Executive shall not: (i) solicit or induce, or attempt to
solicit or induce, any employee of the Company or its Affiliates to
leave the employ of the Company or such Affiliate; or (ii) solicit
or attempt to solicit the business of any client or customer of the
Company or its Affiliates with respect to products, services, or
investments similar to those provided or supplied by the Company or
its Affiliates.
2.5 Acknowledgements.
Executive acknowledges and agrees that
his services to the Company pursuant to this Agreement are unique
and extraordinary and that in the course of performing such
services Executive shall have access to and knowledge of
significant confidential, proprietary, and trade secret information
belonging to the Company. Executive agrees that the covenant not to
compete and the nonsolicitation obligations imposed by this Section
2 are reasonable in duration, geographic area, and scope and are
necessary to protect the Company’s legitimate business
interests in its goodwill, its confidential, proprietary, and trade
secret information, and its investment in the unique and
extraordinary services to be provided by Executive pursuant to this
Agreement. If, at the time of enforcement of this Section 2, a
court holds that the covenant not to compete and/or the
nonsolicitation obligations described herein are
unreasonable or
unenforceable under the circumstances then existing, then the
Parties agree that the maximum duration, scope, and/or geographic
area legally permissible under such circumstances will be
substituted for the duration, scope and/or area stated
herein.
-2-
3. COMPENSATION OF THE EXECUTIVE.
3.1 Base Salary.
The Company shall pay Executive a base
salary (the “Base
Salary”) at the
annualized rate of Two Hundred and Eighty Five Thousand Dollars
($285,000), less payroll deductions and all required withholdings,
payable in regular periodic payments in accordance with the
Company’s normal payroll practices. The Base Salary shall be
prorated for any partial year of employment on the basis of a
365-day fiscal year. The Company may increase, but not decrease
(except in connection with a Company-wide decrease in executive
compensation), Executive’s Base Salary from time to time, and
if so increased, “Base Salary” shall include such
increases for purposes of this Agreement.
3.2 Bonuses. At the sole discretion of the
Board or the compensation committee of the Board (the
“Compensation
Committee”), following each calendar year of
employment, Executive shall be eligible to receive an additional
cash bonus (the “Annual Milestone
Bonus”), based (in whole or in part) on
Executive’s attainment of certain financial, clinical
development, and/or business milestones (the “Milestones”)
to be established annually by the Board or the Compensation
Committee. The Milestones, as well as the determination of whether
Executive has met the Milestones, and if so, the bonus amount (if
any) that will be paid, shall be determined by the Board or the
Compensation Committee in its sole and absolute discretion. Any
Annual Milestone Bonuses shall be paid in cash as either single
lump-sum payments or in installments, as determined by the Board or
the Compensation Committee.
3.3 Stock Options. As additional
compensation for the services to be rendered by the Executive
pursuant to this Agreement, the Company shall grant the Executive a
number of stock options(the “Stock Options”) of the
Company exercisable for one and a quarter percent (1.25%) of the
issued and outstanding Common Stock of the Company on the date
hereof, at an exercise price on the date of grant
(“Options”).
The Options shall vest in three equal portions on each anniversary
of the Effective Date, subject to the terms of this Agreement. No
Options shall vest until the first anniversary of this Agreement.
In connection with such grant, the Executive shall enter into the
Company’s standard stock option agreement. No Options granted
hereunder shall vest unless the Executive is a current employee of
the Company, unless specifically stated herein. In the event
Executive’s employment is terminated under the provisions of
Sections 4.5.3 or 4.5.4 hereof, all vested Options will remain
exercisable for a period of twelve (12) months following
termination. Notwithstanding the foregoing to the contrary, in the
event of a Change of Control (as hereafter defined), all of the
Options shall vest in full.
3.4 Expense Reimbursements. The Company will
reimburse Executive for all reasonable business expenses Executive
incurs in conducting his duties hereunder, pursuant to the
Company’s usual expense reimbursement policies, but in no
event later than ninety (90) days after the end of the calendar
month following the month in which such expenses were incurred by
Executive; provided that Executive supplies the appropriate
substantiation for such expenses no later than the end of the
calendar month following the month in which such expenses were
incurred by Executive.
-3-
3.5 Changes to Compensation. As described
above, Executive’s compensation will be reviewed at least on
an annual basis and the Base Salary may be increased, but not
decreased (except in connection with a Company-wide decrease in
executive compensation), from time to time in the Company’s
sole discretion.
3.6 Employment Taxes. All of
Executive’s compensation shall be subject to customary
withholding taxes and any other employment taxes as are commonly
required to be collected or withheld by the Company.
3.7 Benefits. The Executive shall, in
accordance with Company policy and the applicable plan documents,
be eligible to participate in benefits under any benefit plan or
arrangement, including medical, dental, vision, disability and life
insurance programs, that may be in effect from time to time and
made available to the Company’s senior management employees,
subject to the terms and conditions of those benefit
plans.
3.8 Holidays and Vacation. Executive shall
receive twenty (20) days of paid vacation per calendar year, which
cannot be taken in one increment, but which shall accrue if not
used in any calendar year but only up to a maximum of ten (10)
days, and be paid to Executive or carried forward to subsequent
calendar years consistent with Company policy. In addition to such
paid vacation, Executive shall receive all paid Company holidays in
the United States in accordance with Company policy.
4. TERMINATION.
4.1 Termination by the
Company. Executive’s
employment with the Company is at will and may be terminated by the
Company at any time and for any reason, or for no reason,
including, but not limited to, under the following
conditions:
4.1.1 Termination by the Company for
Cause. The Company may
terminate Executive’s employment under this Agreement for
“Cause” by delivery of written notice to Executive. Any
notice of termination given pursuant to this Section 4.1.1 shall
effect termination as of the date of the notice, or as of such
other date as specified in the notice. In the event of a
termination of Executive’s employment for Cause, Executive
shall only be entitled to the compensation and/or benefits set
forth in Section 4.5 below, and shall not be entitled to any other
compensation and/or benefits as a result of the termination of such
employment prior to expiration of the Term.
4.1.2 Termination by the Company
without Cause. The Company may
terminate Executive’s employment under this Agreement without
Cause at any time and for any reason, or for no reason. Such
termination shall be effective on the date Executive is so
informed, or as otherwise specified by the
Company.
4.2 Termination by Resignation of
Executive. Executive’s
employment with the Company is at will and may be terminated by
Executive at any time and for any reason, or for no reason,
including via a resignation for Good Reason in accordance with the
procedures set forth in Section 4.6.3 below.
-4-
4.3 Termination for Death or
Complete Disability.
Executive’s employment with the Company shall automatically
terminate effective upon the date of Executive’s death or
Complete Disability (as defined below).
4.4 Termination by Mutual Agreement
of the Parties.
Executive’s employment with the Company may be terminated at
any time upon a mutual agreement in writing of the Parties. Any
such termination of employment shall have the consequences
specified in such agreement.
4.5 Compensation Upon
Termination.
4.5.1 Death or Complete
Disability. If, during the Term
of this Agreement, Executive’s employment shall be terminated
by death or Complete Disability, the Company shall pay to
Executive, his estate, or his heirs, as applicable, (i) any Base
Salary owed to Executive through the date of termination; (ii)
expenses reimbursement amounts owed to Executive; (iii) all unpaid
amounts of any Annual Milestone Bonus(es) Executive earned prior to
the termination date; (iv) a cash lump sum in respect to accrued
and unused vacation benefits earned through the date of termination
at the rate in effect at the time of termination; (v) any payments
and benefits to which Executive (or his estate) is entitled
pursuant to the terms of any employee benefit or compensation plan
or program in which he participates (or participated);
and (vi) any amount to
which Executive is entitled pursuant to any other written
agreements between the Company or any of its affiliates and
Executive (the amounts in (i) through (vi) above being the
“Termination
Amounts”). The Company shall pay Executive: (A) the
amounts contained in items (i) through (iv)
within ten (10) days following such termination; (B) any payments
associated with (v) in accordance to the terms of such plans or
programs; and (C) any such amounts in (vi) in accordance with the
terms of such agreements, with the Termination Amounts being
subject to the standard deductions and withholdings (as
applicable). In addition, subject to Executive (or his estate or
heirs, as applicable) furnishing to the Company an executed waiver
and release of claims in the form attached hereto as Exhibit A (the “Release”)
within the time period specified therein, and allowing the Release
to become effective in accordance with its terms, then Executive,
his estate, or his heirs, as applicable, shall also be entitled to:
(1) continuation of Executive’s salary (at the Base Salary
rate in effect at the time of termination) for a period of ninety
(90) days following the termination date; and (2) a prorated annual
bonus equal to the Annual Milestone Bonus, if any, for the year of
termination multiplied by a fraction, the numerator of which shall
be the number of full and partial months Executive worked for the
Company and the denominator of which shall be 12. The Base Salary
payments will be subject to standard payroll deductions and
withholdings and will be made on the Company’s regular
payroll cycle, provided, however, that any payments otherwise
scheduled to be made prior to the effective date of the Release
shall accrue and be paid in the first payroll period that follows
such effective date. The prorated annual bonus payment will be
subject to standard payroll deductions and withholdings and will
paid at the same time as the Annual Milestone Bonus, if any, would
have been paid to Executive under Section 3.2 above, had Executive
remained employed with the Company.
4.5.2 Termination For Cause or
Resignation without Good Reason. If, during the Term of this Agreement,
Executive’s employment is terminated by the Company for
Cause, or Executive resigns his employment hereunder without Good
Reason, the Company shall pay Executive the Termination Amounts,
less standard deductions and withholdings. The
Company
shall thereafter have no further obligations to Executive under
this Agreement, except as otherwise provided by law.
-5-
4.5.3 Termination Without Cause or
Resignation For Good Reason Not In Connection with a Change of
Control. If the Company
terminates Executive’s employment without Cause, or if
Executive resigns for Good Reason, at any time other than upon the
occurrence of, or within thirty (30) days prior to, or six (6)
months following, the effective date of a Change of Control (as
defined below), the Company shall pay Executive the Termination
Amounts, less standard deductions and withholdings. In addition,
subject to Executive furnishing to the Company an executed Release
within the time period specified therein, and allowing the Release
to become effective in accordance with its terms, Executive shall
be entitled to: (1) severance in the form of continuation of his
salary (at the Base Salary rate in effect at the time of
termination, but prior to any reduction triggering Good Reason) for
a period of six (6) months following the termination date; (2)
payment of Executive’s premiums to cover COBRA for a period
of six (6) months following the termination date; and (3) a
prorated annual bonus equal to the target Annual Milestone Bonus,
if any, for the year of termination multiplied by a fraction, the
numerator of which shall be the number of full and partial months
Executive worked for the Company and the denominator of which shall
be 12. These payments under (1), (2) and (3) above will be subject
to standard payroll deductions and withholdings and will be made on
the Company’s regular payroll cycle, provided, however, that
any payments otherwise scheduled to be made prior to the effective
date of the Release shall accrue and be paid in the first payroll
period that follows such effective date.
4.5.4 Termination Without Cause or
Resignation For Good Reason In Connection with a Change of
Control. If the Company
terminates Executive’s employment without Cause, or if
Executive resigns for Good Reason, upon the occurrence of, or
within thirty (30) days prior to,
or within six (6) months following, the effective date of a Change
of Control, the Company shall pay Executive the Termination
Amounts, less standard deductions and withholdings. In addition,
subject to Executive furnishing to the Company an executed Release
within the time period specified therein, and allowing the Release
to become effective in accordance with its terms, then Executive
shall be entitled to: (1) severance in the form of a lump sum
payment equivalent to eighteen (18) months of his Base Salary (at
the Base Salary rate in effect at the time of termination, but
prior to any reduction triggering Good Reason); (2) payment of
Executive’s premiums to cover COBRA for a period of eighteen
(18) months following the termination date; (3) a prorated annual
bonus equal to the target Annual Milestone Bonus, if any, for the
year of termination multiplied by a fraction, the numerator of
which shall be the number of full and partial months Executive
worked for the Company and the denominator of which shall be 12,
and (4) immediate accelerated vesting of any unvested Restricted
Shares and unvested outstanding stock option(s). These payments
under (1), (2) and (3) above will be subject to standard payroll
deductions and withholdings and will be made on the Company’s
regular payroll cycle, provided, however, that any payments
otherwise scheduled to be made prior to the effective date of the
Release shall accrue and be paid in the first payroll period that
follows such effective date.
-6-
4.6 Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:
4.6.1 Complete
Disability.
“Complete
Disability” means that
Executive is determined to be permanently disabled pursuant to the
Company’s long term disability plan and is receiving
disability benefits under such plan.
4.6.2 Cause. “Cause”
for the Company to terminate
Executive’s employment hereunder shall mean the occurrence of
any of the following events, as determined by the Company and/or
the Board in its and/or their sole and absolute
discretion:
(i) The
willful failure, disregard or refusal by Executive to perform his
material duties or obligations under this Agreement or to follow
lawful directions received by Executive from the
Board;
(ii) Any
grossly negligent act by Executive having the effect of materially
injuring (whether financially or otherwise) the business or
reputation of the Company or any willful act by Executive intended
to cause such material injury, except any acts (A) made by
Executive in connection with the enforcement of his rights, whether
under this Agreement, any other agreement between the Company or
any affiliate and Executive, or pursuant to applicable law (e.g.
disparagement, etc.) or (B) which are required by law or pursuant
to a subpoena or demand by a governmental or regulatory
body;
(iii) Executive’s
indictment of any felony involving moral turpitude (including entry
of a nolo
contendere plea);
(iv) The
determination, after a reasonable and good-faith investigation by
the Company, that the Executive engaged in discrimination
prohibited by law (including, without limitation, age, sex or race
discrimination);
(v) Executive’s
material misappropriation or embezzlement of the property of the
Company or its Affiliates (whether or not a misdemeanor or felony);
or
(vi) Material
breach by Executive of this Agreement and/or of his Proprietary
Information and Inventions Agreement (“PIIA”);
provided, however, that, any such termination of Executive shall
only be deemed for Cause pursuant to this definition if: (1) the
Company gives the Executive written notice of the condition(s)
alleged to constitute Cause, which notice shall describe such
condition(s); and (2) the Executive fails to remedy such
condition(s) (if curable) within thirty (30) days following receipt
of the written notice.
For
purposes of this definition, the Parties agree that (1) a change in
Executive’s role and/or title to no less than Chief Financial
Officer shall not constitute Cause under this Agreement; and (2)
any breach of Sections 2 or 5 of this Agreement shall be deemed a
material breach that is not capable of cure by
Executive.
-7-
4.6.3 Good Reason.
For purposes of this Agreement, and
subject to the caveat at the end of this Section, “Good
Reason” for Executive to terminate his employment hereunder
shall mean the occurrence of any of the following events without
Executive’s prior written consent:
(i) any
reduction by the Company of Executive’s Base Salary as
initially set forth herein or as the same may be increased from
time to time, provided, however, that if such reduction occurs in
connection with a Company-wide decrease in executive compensation,
such reduction shall not constitute Good Reason for Executive to
terminate his employment;
(ii) a
material breach by the Company (or any of its affiliates) of this
Agreement or any other written agreement between the Company or any
of its affiliates and Executive, provided such written agreement is
approved by the Board; or
(iii) a
material adverse change in Executive’s duties, titles,
authority, responsibilities or reporting relationships, with such
determination being made with reference to the greatest extent of
your duties, titles, authority, responsibilities or reporting
relationships, etc. as increased (but not decreased) from time to
time; provided, however, a change in Executive’s role and/or
title to no less than President shall not constitute Good Reason
under this Agreement;
(iv) any
failure of the Company or any affiliate to pay Executive any amount
owed to Executive under this Agreement or any other written
agreement plan or program between the Company, any affiliates and
Executive;
(v)
any reduction in Executive’s bonus eligibility;
or
(vi) the
assignment to Executive of duties materially inconsistent with his
position with the Company.
Provided, however,
that, any such termination by the Executive shall only be deemed
for Good Reason pursuant to this definition if: (1) the Executive
gives the Company written notice of his intent to terminate for
Good Reason; which notice shall describe such condition(s); (2) the
Company fails to remedy such condition(s) within thirty (30) days
following receipt of the written notice the “Cure Period”);
and (3) Executive voluntarily terminates his employment within
thirty (30) days following
the end of the Cure Period.
4.6.4 Change of Control.
For purposes of this Agreement,
“Change of Control” shall mean the occurrence, in a
single transaction or in a series of related transactions, of any
one or more of the following events (excluding in any case
transactions in which the Company or its successors issues
securities to investors primarily for capital raising
purposes):
(i) the
acquisition by a third party (or more than one party acting as a
group) of securities of the Company representing more than fifty
percent (50%) of the combined voting power of the Company’s
then outstanding securities other than by virtue of a merger,
consolidation or similar transaction;
(ii) a
merger, consolidation or similar transaction following which the
stockholders of the Company immediately prior thereto do not own at
least fifty percent (50%) of the combined outstanding voting power
of the surviving entity (or that entity’s parent) in such
merger, consolidation or similar transaction;
(iii)
the dissolution or liquidation of the Company; or
-8-
(iv) the
sale, lease, exclusive license or other disposition of all or
substantially all of the assets of the Company; provided, however,
in the event of a Change in Control
triggered by this Section 4.6.4(iv), and such transaction triggers
the payment of a bonus under the terms of Section 3.2 of this
Agreement, Executive shall not be entitled to compensation under
the terms of Section 4.5 and in lieu thereof shall only be entitled
to the payment of a bonus under Section 3.2.
4.7 Survival of Certain
Sections. Sections 3, 4, 5, 6,
7, 8, 9, 12, 13, 16, 17, 19 and 21 of this Agreement will survive
the termination of this Agreement.
4.8 Parachute Payment.
If any payment or benefit the
Executive would receive pursuant to this Agreement
(“Payment”)
would (i) constitute a “Parachute
Payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”),
and (ii) be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise
Tax”), then the Executive
shall be entitled to receive an additional payment from the Company
(the “Gross-Up
Payment”) in an amount
such that the net amount of such additional payment retained by the
Executive, after payment of all federal, state and local income and
employment and Excise Taxes imposed on the Gross-Up Payment, shall
be equal to the Excise Tax imposed on the Payment. The Company
shall pay Executive the Gross-Up Payment as soon as practicable
following the date Executive’s right to the applicable
Payment is triggered, but in no event will the Company make such
Gross-Up Payment later than the time required by the rules
governing Section 409A, including, but not limited to, Treasury
Regulation 1.409A-3(i)(1)(v).
Unless
Executive and the Company agree on an alternative accounting, law
or consulting firm, the accounting firm then engaged by the Company
for general tax compliance purposes shall perform the Gross-Up
Payment calculations. If the accounting firm so engaged by the
Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall
appoint a nationally recognized accounting, law or consulting firm
to make the determinations required hereunder. The Company shall
bear all expenses with respect to the determinations by such
accounting, law or consulting firm required to be made
hereunder.
The
Company shall use commercially reasonable efforts such that the
accounting, law or consulting firm engaged to make the
determinations hereunder shall provide its calculations, together
with detailed supporting documentation, to Executive and the
Company within fifteen
(15)
calendar days after the date on which Executive’s right to a
Payment is triggered (if requested at that time by the Executive or
the Company) or such other time as requested by the Executive or
the Company.
4.9 Application
of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth
herein, any payments and benefits provided under this Agreement
(the “Severance
Benefits”) that
constitute “deferred compensation” within the meaning
of Section 409A of the Code and the regulations and other guidance
thereunder and any state law of similar effect (collectively
“Section
409A”) shall not commence
in connection with Executive’s termination of employment
unless and until Executive has also incurred a “separation
from service” (as such term is defined in Treasury Regulation
Section 1.409A-1(h) (“Separation
From Service”),
unless the Company reasonably determines that such amounts may be
provided to Executive without causing Executive to incur the
additional 20% tax under Section 409A.
-9-
It is
intended that each installment of the Severance Benefits payments
provided for in this Agreement is a separate “payment”
for purposes of Treasury Regulation Section 1.409A- 2(b)(2)(i). For
the avoidance of doubt, it is intended that payments of the
Severance Benefits set forth in this Agreement satisfy, to the
greatest extent possible, the exemptions from the application of
Section 409A provided under Treasury Regulation Sections
1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the
Company (or, if applicable, the successor entity thereto)
determines that the Severance Benefits constitute “deferred
compensation” under Section 409A and Executive is, on the
termination of service, a “specified employee” of the
Company or any successor entity thereto, as such term is defined in
Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax
consequences under Section 409A, the timing of the Severance
Benefit payments shall be delayed until the earlier to occur of:
(i) the date that is six months and one day after Executive’s
Separation From Service, or (ii) the date of Executive’s
death (such applicable date, the “Specified Employee Initial
Payment Date”), the Company (or the successor entity
thereto, as applicable) shall (A) pay to Executive a lump sum
amount equal to the sum of the Severance Benefit payments that
Executive would otherwise have received through the Specified
Employee Initial Payment Date if the commencement of the payment of
the Severance Benefits had not been so delayed pursuant to this
Section and (B) commence paying the balance of the Severance
Benefits in accordance with the applicable payment schedules set
forth in this Agreement.
Notwithstanding
anything to the contrary set forth herein, Executive shall receive
the Severance Benefits described above, if and only if Executive
duly executes and returns to the Company within the applicable time
period set forth therein, but in no event more than forty-five days
following Separation From Service, the Release and permits the
release of claims contained therein to become effective in
accordance with its terms. Notwithstanding any other payment
schedule set forth in this Agreement, none of the Severance
Benefits will be paid or otherwise delivered prior to the effective
date of the Release. Except to the extent that payments may be
delayed until the Specified Employee Initial Payment Date pursuant
to the preceding paragraph, on the first regular payroll pay day
following the effective date of the Release, the Company will pay
Executive the Severance Benefits Executive would otherwise have
received under the Agreement on or prior to such date but for the
delay in payment related to the effectiveness of the Release, with
the balance of the Severance Benefits being paid as originally
scheduled. All amounts payable under the Agreement will be subject
to standard payroll taxes and deductions.
All
reimbursements and in-kind benefits provided under this Agreement
shall be made or provided in accordance with the requirements of
Section 409A to the extent that such reimbursements or in-kind
benefits are subject to Section 409A. All reimbursements for
expenses paid pursuant hereto that constitute taxable income to
Executive shall in no event be paid later than the end of the
calendar year next following the calendar year in which Executive
incurs such expense or pays such related tax. Unless otherwise
permitted by Section 409A, the right to reimbursement or in-kind
benefits under this Agreement shall not be subject to liquidation
or exchange for another benefit and the amount of expenses eligible
for reimbursement, or in-kind benefits, provided during any taxable
year shall not affect the expenses eligible for reimbursement, or
in-kind benefits to be provided, respectively, in any other taxable
year.
-10-
5. CONFIDENTIAL AND PROPRIETARY INFORMATION.
As a
condition of employment Executive agrees to execute and abide by
the PIIA.
6. ASSIGNMENT AND BINDING EFFECT.
This
Agreement shall be binding upon and inure to the benefit of
Executive and Executive’s heirs, executors, personal
representatives, assigns, administrators and legal representatives.
Because of the unique and personal nature of Executive’s
duties under this Agreement, neither this Agreement nor any rights
or obligations under this Agreement shall be assignable by
Executive. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors, assigns and legal
representatives. Any such successor of the Company will be deemed
substituted for the Company under the terms of this Agreement for
all purposes. For this purpose, “successor” means any
person, firm, corporation or other business entity which at any
time, whether by purchase, merger or otherwise, directly or
indirectly acquires all or substantially all of the assets or
business of the Company.
7. NOTICES.
All
notices or demands of any kind required or permitted to be given by
the Company or Executive under this Agreement shall be given in
writing and shall be personally delivered (and receipted for) or
faxed during normal business hours or mailed by certified mail,
return receipt requested, postage prepaid, addressed as
follows:
If
to the Company:
AzurRx
BioPharma, Inc.
760
Parkside Avenue
Downstate
Biotechnology Incubator, Suite 304
Brooklyn, New York
11226
(646)
699-7855
Attn:
CEO and Board of Directors
If
to Executive:
Daniel
Schneiderman
[******]
Any
such written notice shall be deemed given on the earlier of the
date on which such notice is personally delivered or three (3) days
after its deposit in the United States mail as specified above.
Either Party may change its address for notices by giving notice to
the other Party in the manner specified in this
Section.
-11-
8. CHOICE OF LAW.
This
Agreement shall be construed and interpreted in accordance with the
internal laws of the State of New York without regard to its
conflict of laws principles.
9. INTEGRATION.
This
Agreement, including Exhibit
A and the PIIA, contains the complete, final and exclusive
agreement of the Parties relating to the terms and conditions of
Executive’s employment and the termination of
Executive’s employment, and supersedes all prior and
contemporaneous oral and written employment agreements or
arrangements between the Parties.
This
Agreement cannot be amended or modified except by a written
agreement signed by Executive and the Company.
11. WAIVER.
No
term, covenant or condition of this Agreement or any breach thereof
shall be deemed waived, except with the written consent of the
Party against whom the wavier is claimed, and any waiver or any
such term, covenant, condition or breach shall not be deemed to be
a waiver of any preceding or succeeding breach of the same or any
other term, covenant, condition or breach.
12. SEVERABILITY.
The
finding by a court of competent jurisdiction of the
unenforceability, invalidity or illegality of any provision of this
Agreement shall not render any other provision of this Agreement
unenforceable, invalid or illegal. Such court shall have the
authority to modify or replace the invalid or unenforceable term or
provision with a valid and enforceable term or provision, which
most accurately represents the Parties’ intention with
respect to the invalid or unenforceable term, or
provision.
13. INTERPRETATION; CONSTRUCTION.
The
headings set forth in this Agreement are for convenience of
reference only and shall not be used in interpreting this
Agreement. This Agreement has been drafted by legal counsel
representing the Company, but the Executive has been encouraged to
consult with, and has consulted with, Executive’s own
independent counsel and tax advisors with respect to the terms of
this Agreement. The Parties acknowledge that each Party and its
counsel has reviewed and revised, or had an opportunity to review
and revise, this Agreement, and any rule of construction to the
effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this
Agreement.
-12-
14. REPRESENTATIONS AND WARRANTIES.
Executive
represents and warrants that Executive is not restricted or
prohibited, contractually or otherwise, from entering into and
performing each of the terms and covenants contained in this
Agreement, and that Executive’s execution and performance of
this Agreement will not violate or breach any other agreements
between the Executive and any other person or entity.
15. COUNTERPARTS.
This
Agreement may be executed in two counterparts, each of which shall
be deemed an original, all of which together shall contribute one
and the same instrument. Signatures to this Agreement transmitted
by fax, by email in “portable document format”
(“.pdf”) or by any other electronic means intended to
preserve the original graphic and pictorial appearance of this
Agreement shall have the same effect as physical delivery of the
paper document bearing original signature.
16.
ARBITRATION.
To
ensure the rapid and economical resolution of disputes that may
arise in connection with the Executive’s employment with the
Company, Executive and the Company agree that any and all disputes,
claims, or causes of action, in law or equity, arising from or
relating to Executive’s employment, or the termination of
that employment, will be resolved, to the fullest extent permitted
by law, by final, binding and confidential arbitration pursuant to
the Federal Arbitration Act in New York, New York conducted by the
Judicial Arbitration and Mediation Services/Endispute, Inc.
(“JAMS”),
or its successors, under the then current rules of JAMS for
employment disputes; provided that the arbitrator shall: (a) have
the authority to compel adequate discovery for the resolution of
the dispute and to award such relief as would otherwise be
permitted by law; and (b) issue a written arbitration decision
including the arbitrator’s essential findings and conclusions
and a statement of the award. Accordingly, Executive and the
Company hereby waive any right to a jury trial. Both Executive and
the Company shall be entitled to all rights and remedies that
either Executive or the Company would be entitled to pursue in a
court of law. The Company shall pay any JAMS filing fee and shall
pay the arbitrator’s fee. The arbitrator shall have the
discretion to award attorneys fees to the party the arbitrator
determines is the prevailing party in the arbitration. Nothing in
this Agreement is intended to prevent either Executive or the
Company from obtaining injunctive relief in court to prevent
irreparable harm pending the conclusion of any such arbitration.
Notwithstanding the foregoing, Executive and the Company each have
the right to resolve any issue or dispute involving confidential,
proprietary or trade secret information, or intellectual property
rights, by Court action instead of arbitration.
17. INDEMNIFICATION.
The
Company shall defend and indemnify Executive in his capacity as
Chief Financial Officer of the Company to the fullest extent
permitted under the Delaware General Corporation Law
(“DGCL”). The Company shall also maintain a policy for
indemnifying its officers and directors, including but not limited
to the Executive, for all actions permitted under the DGCL taken in
good faith pursuit of their duties for the Company, including but
not limited to maintaining an
appropriate level of Directors and Officers Liability coverage and
maintaining the inclusion of such provisions in the Company’s
by-laws or articles of incorporation, as applicable and customary.
The rights to indemnification shall survive any termination of this
Agreement.
-13-
18. TRADE SECRETS OF OTHERS.
It is
the understanding of both the Company and Executive that Executive
shall not divulge to the Company and/or its subsidiaries any
confidential information or trade secrets belonging to others,
including Executive’s former employers, nor shall the Company
and/or its Affiliates seek to elicit from Executive any such
information. Consistent with the foregoing, Executive shall not
provide to the Company and/or its Affiliates, and the Company
and/or its Affiliates shall not request, any documents or copies of
documents containing such information.
19. ADVERTISING WAIVER.
Executive agrees to
permit the Company, and persons or other organizations authorized
by the Company, to use, publish and distribute advertising or sales
promotional literature concerning the products and/or services of
the Company, or the machinery and equipment used in the provision
thereof, in which Executive’s name and/or pictures of
Executive taken in the course of Executive’s provision of
services to the Company appear. Executive hereby waives and
releases any claim or right Executive may otherwise have arising
out of such use, publication or distribution.
20. NO MITIGATION.
Executive shall not
be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking other employment or
otherwise after the termination of his employment hereunder, and
any amounts earned by Executive, whether from self-employment, as a
common-law employee or otherwise, shall not reduce the amount of
any payment otherwise payable to him.
[SIGNATURE PAGE FOLLOWS]
-14-
IN WITNESS WHEREOF, the Parties have
executed this Agreement as of the date first above
written.
By:
/s/ James
Sapirstein
Name:
James Sapirstein
Its:
CEO
Date:
1/1/20
EXECUTIVE:
/s/ Daniel
Schneiderman
Daniel
Schneiderman
Dated: Effective as of
1/2/20
-15-
EXHIBIT
A
\
RELEASE
AND WAIVER OF CLAIMS
TO
BE SIGNED ON OR FOLLOWING THE SEPARATION DATE ONLY
In
consideration of the payments and other benefits set forth in the
Employment Agreement effective as of January 2, 2020, to which this
form is attached, I, James Sapirstein, hereby furnish AZURRX BIOPHARMA, INC. (the “Company”),
with the following release and waiver (“Release and
Waiver”).
In
exchange for the consideration provided to me by the Employment
Agreement that I am not otherwise entitled to receive, I hereby
generally and completely release the Company and its current and
former directors, officers, employees, stockholders, partners,
agents, attorneys, predecessors, successors, parent and subsidiary
entities, insurers, affiliates, and assigns (collectively, the
“Released
Parties”) from any and all claims, liabilities and
obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring
prior to or on the date that I sign this Agreement (collectively,
the “Released
Claims”). Except as provided below, the Released
Claims include, but are not limited to: (a) all claims arising out
of or in any way related to my employment with the Company, or the
termination of that employment; (b) all claims related to my
compensation or benefits from the Company including salary,
bonuses, commissions, vacation pay, expense reimbursements,
severance pay, fringe benefits, stock, stock options, or any other
ownership interests in the Company; (c) all claims for breach of
contract, wrongful termination, and breach of the implied covenant
of good faith and fair dealing; (d) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (e) all federal, state, and local
statutory claims, including claims for discrimination, harassment,
retaliation, misclassification, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990, the
federal Age Discrimination in Employment Act of 1967 (as amended)
(the “ADEA”), the
fair employment practices statutes of the state or states in which
I have provided services to the Company and/or any other federal,
state or local law, regulation or other requirement.
Notwithstanding the foregoing, the following are not included in
the Released Claims (the “Excluded
Claims”): (a) any rights or claims under the Agreement
or any other written agreement between the Company and me,
including any stock option award agreement or plan, (b) any rights
or claims that may arise as a result of events occurring after the
date this Release and Waiver is executed or which otherwise cannot
lawfully be waived, (c) any indemnification rights I may have as a
former officer or director of the Company or its subsidiaries or
affiliated companies, including any rights or claims for
indemnification I may have pursuant to any written indemnification
agreement with the Company to which I am a party, the charter,
bylaws, or operating agreements of the Company, or under applicable
law; (d) any claims for benefits under any directors’ and
officers’ liability policy maintained by the Company or its
subsidiaries or affiliated companies in accordance with the terms
of such policy, (e) any rights or claims under any employee benefit
or compensation plan or program in which I participate or
participated (or was eligible to participate), (f) any rights or
claims to unemployment compensation, and (g) reimbursement for
business expenses which are consistent with the Company’s
reimbursement policy. I hereby represent and warrant that, other
than the Excluded Claims, I am not
aware of any claims I have or might have against any of the
Released Parties that are not included in the Released
Claims.
-16-
I
expressly waive and relinquish any and all rights and benefits
under any applicable law or statute providing, in substance, that a
general release does not extend to claims which a party does not
know or suspect to exist in his or his favor at the time of
executing the release, which if known by him or his would have
materially affected the terms of such release.
I
acknowledge that, among other rights, I am waiving and releasing
any rights I may have under ADEA, that this Release and Waiver is
knowing and voluntary, and that the consideration given for this
Release and Waiver is in addition to anything of value to which I
was already entitled as an executive of the Company. If I am 40
years of age or older upon execution of this Release and Waiver, I
further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the release and
waiver granted herein does not relate to claims under the ADEA
which may arise after this Release and Waiver is executed; (b) I
should consult with an attorney prior to executing this Release and
Waiver; and (c) I have twenty-one (21) days from the date of
termination of my employment with the Company in which to consider
this Release and Waiver (although I may choose voluntarily to
execute this Release and Waiver earlier); (d) I have seven (7) days
following the execution of this Release and Waiver to revoke my
consent to this Release and Waiver; and (e) this Release and Waiver
shall not be effective until the seven (7) day revocation period
has expired without my having previously revoked this Release and
Waiver.
I
acknowledge my continuing obligations under my Proprietary
Information and Inventions Agreement. Pursuant to the Proprietary
Information and Inventions Agreement I understand that among other
things, I must not use or disclose any confidential or proprietary
information of the Company and I must immediately return all
Company property and documents (including all embodiments of
proprietary information) and all copies thereof in my possession or
control. I understand and agree that my right to the severance pay
I am receiving in exchange for my agreement to the terms of this
Release and Waiver is contingent upon my continued compliance with
my Proprietary Information and Inventions Agreement.
This
Release and Waiver constitutes the complete, final and exclusive
embodiment of the entire agreement between the Company and me with
regard to the subject matter hereof. I am not relying on any
promise or representation by the Company that is not expressly
stated herein. This Release and Waiver may only be modified by a
writing signed by both me and a duly authorized officer of the
Company.
Date:
By:
Daniel
Schneiderman
-17-
Exhibit
99.1
AzurRx BioPharma Announces Appointment of Daniel Schneiderman as
Chief Financial Officer
NEW
YORK, January 3, 2020 (GLOBE NEWSWIRE) -- AzurRx BioPharma, Inc.
(NASDAQ: AZRX) (“AzurRx” or the “Company”),
a company specializing in the development of non-systemic,
recombinant therapies for gastrointestinal diseases, today
announced that Daniel Schneiderman has been appointed to serve as
the Company’s Chief Financial Officer effective January 2,
2020.
Mr.
Schneiderman, who has over 17 years of healthcare and finance
experience, most recently served as Chief Financial Officer for
Biophytis, SA (through its U.S. subsidiary Biophytis, Inc.)
(Euronext Growth Paris: ALBPS) from November 2018 through December
2019. Previously, Mr. Schneiderman served as the Vice President,
Finance, Controller and Corporate Secretary for MetaStat, Inc.
from February 2012 through October 2018. Mr. Schneiderman’s
early career included a number of investment banking positions
where he focused on private and public small capitalization
companies mainly in the healthcare and life sciences sectors. Mr.
Schneiderman was Vice President of Investment Banking for Burnham
Hill Partners LLC, where he worked from 2008 to 2012. From 2004
through 2008, Mr. Schneiderman was Vice President of Investment
Banking at Burnham Hill Partners, a division of Pali Capital,
Inc. Previously, Mr. Schneiderman worked at H.C. Wainwright
& Co., Inc. in 2004 as an investment banking analyst. Mr.
Schneiderman earned a bachelor’s degree in economics from
Tulane University. Mr. Schneiderrman replaces Maged Shenouda, who
left the Company on November 30, 2019 to pursue other career
opportunities.
“We
are very pleased that Daniel Schneiderman is joining AzurRx as
Chief Financial Officer. I am confident that his vast healthcare,
financial, strategic and fundraising experience will allow him to
make a significant contribution to the Company’s future
success,” commented James Sapirstein, President and Chief
Executive Officer.
About
AzurRx BioPharma, Inc.
AzurRx
BioPharma, Inc. (NASDAQ: AZRX) is engaged in the research and
development of non-systemic biologics for the treatment of patients
with gastrointestinal disorders. MS1819-SD recombinant lipase for
EPI is the Company's lead development program, and additional early
stage research is being conducted for the prevention of
hospital-acquired infections. The Company is headquartered in
Brooklyn, NY, with scientific operations based in Langlade,
France. Additional information on the Company can be found
at www.azurrx.com.
Forward-Looking
Statements
This press release may contain certain statements relating to
future results which are forward-looking statements. These
statements are not historical facts, but instead represent only the
Company’s belief regarding future events, many of which, by
their nature, are inherently uncertain and outside of the
Company’s control. It is possible that the Company’s
actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition
indicated in these forward-looking statements. Additional
information concerning the Company and its business, including a
discussion of factors that could materially affect the
Company’s financial results, including those related to the
clinical development of MS1819-SD and final results of the Phase II
OPTION study, are contained in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2018 under the
heading “Risk Factors,” as well as the
Company’s subsequent filings with the Securities and Exchange
Commission. All forward-looking statements included in this press
release are made only as of the date of this press release, and we
do not undertake any obligation to publicly update or correct any
forward-looking statements to reflect events or circumstances that
subsequently occur or of which we hereafter become
aware.
For
more information:
AzurRx BioPharma,
Inc.
760 Parkside Avenue
- Suite 304
Brooklyn, NY
11226
Phone:
(646)-699-7855
info@azurrx.com
Investor
Relations contact:
LifeSci Advisors,
LLC.
Hans Vitzthum,
Managing Director
250 West 55th
Street - Suite 16B
New York, NY
10019
Phone:
617-430-7578
www.lifesciadvisors.com
hans@lifesciadvisors.com