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): February 19, 2016

Universal Biosensors, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-52607	98-0424072
(state or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1 Corporate Avenue Rowville, 3178, Victoria Australia	Not Applicable
(address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +61 3 9213 9000

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Paul Wright

On February 18, 2016, Mr. Paul Wright and Universal Biosensors Pty Ltd (“UBS”) entered into a separation agreement (“Separation Agreement”) under which the parties mutually agreed to the terms of Mr. Wright’s retirement as Chief Executive Officer and resignation from the Board of Directors (“Board”) of Universal Biosensors, Inc. (“Company”) and UBS, effective from March 10, 2016. Mr. Wright’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Wright for his service and commitment during his tenure as Chief Executive Officer and director of the Company and UBS.

Under the terms of the Separation Agreement, Mr. Wright will be paid his normal salary until March 31, 2016 plus his bonus of $94,258 earned in respect of FY2015, together with any annual leave accrued as at March 31, 2016. Under the terms of the Company’s employee option plan, all unvested options held by Mr. Wright will lapse on March 10, 2016, and he will have 30 days in which to exercise any vested options. Mr. Wright has agreed to release the Company and UBS from any claims he may have in connection with his employment or role as a director. This description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Appointment of Andrew Denver as Interim Chief Executive Officer

In connection with the departure of Mr. Wright, the Board appointed its Chairman, Mr. Andrew Denver to serve in the position of Executive Chairman and interim Chief Executive Officer, effective March 11, 2016, while the Board conducts a search for a permanent Chief Executive Officer.

Mr. Denver, age 67, has served as a director of the Company since 2002 and as Chairman since 2005. Mr. Denver previously served as the interim Chief Executive Officer of the Company from September 2010 to May 2011. Mr. Denver has been a member of the Remuneration and Nomination Committee since January 2008 and was a member of the Audit and Compliance Committee from 2006 to January 2008 and from January 2010 to July 2010 and has again served as a member of the Audit and Compliance Committee since May 2013. Mr. Denver has served as a director of UBS since December 31, 2002. Mr. Denver’s term of appointment as a director of the Company ends on the date of our 2018 Meeting of stockholders. Between 2002 and 2005, Mr. Denver was President of Pall Asia, a subsidiary of Pall Corporation after the acquisition by Pall Corporation of US Filter’s Filtration and Separations business, where he was also President. Pall Corporation is a technology based filtration, separation and purification multinational company. Mr. Denver is a non-executive director of Vaxxas, Inc., SpeeDx Pty Ltd and Cochlear Ltd, all of which are life sciences companies, and until September 2010 and October 2008, was also a non-executive director of CathRx Ltd and Anzon Australia Ltd, respectively. Mr. Denver graduated from the University of Manchester with a Bachelor of Science Degree (Honors) in Chemistry and achieved a distinction in his M.B.A. at the Harvard Business School and is a Fellow of the Australian Institute of Company Directors.

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In connection with Mr. Denver’s appointment to serve as the interim Chief Executive Officer of UBS and the Company, UBS (the entity that employs all of the employees of the Company and UBS) entered into a letter agreement with Mr. Denver on February 19, 2016 that is to be effective as of March 11, 2016 (the “Denver Employment Agreement”). The following description of the Denver Employment Agreement is qualified in its entirety by reference to the Denver Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Pursuant to the Denver Employment Agreement, Mr. Denver will earn a salary of A$300,000 per year plus superannuation, subject to increases at the discretion of UBS. The superannuation entitlements will be in accordance with applicable Australian legislation and UBS policies.

Related Party Transactions Between the Company and Mr. Denver

In September 2011, the Company entered into a non-exclusive license agreement with SpeeDx Pty Ltd (“SpeeDx”) pursuant to which SpeeDx granted the Company a license to use its proprietary MNAzyme technology in the field of molecular diagnostics. Under the agreement we will make milestone payments totaling A$500,000 to SpeeDx if certain specified targets are achieved and royalty payments ranging from 5% to 15% of that portion of our sales and licensing revenues arising from SpeeDx technology or products incorporating SpeeDx technology.

In August 2013, the Company entered into a consulting agreement with SpeeDx pursuant to which the Company provided certain services relating to the establishment and maintenance of a quality management system at SpeeDx. Consulting fees received under this agreement in 2014 were A$77,758 and there were no fees received in 2015. In addition, a success fee of A$50,000 was paid by SpeeDx in 2014 as the criteria for successful completion of the engagement was met. Mr. Denver is a director of the Company and SpeeDx.

ASX Release

On February 19, 2016, the Company filed a release with the Australian Securities Exchange (“ASX”) announcing these management changes. A copy of the ASX release is attached as Exhibit 99.1 to this current report on Form 8-K. The information in the ASX release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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Item 9.01 Financial Statements and Exhibits.

The following exhibits are being furnished herewith:

Exhibit	Description
10.1	Separation Agreement between the Company and Paul Wright, dated February 18, 2016
10.2	Employment Agreement between the Company and Andrew Denver, dated February 19, 2016
99.1	ASX Release of Universal Biosensors, Inc. dated February 19, 2016

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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.

	UNIVERSAL BIOSENSORS, INC.
Date: February 19, 2016	By:	/s/ Andrew Denver
		Andrew Denver
		Chairman

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Exhibit Index

Exhibit	Description
10.1	Separation Agreement between the Company and Paul Wright, dated February 18, 2016
10.2	Employment Agreement between the Company and Andrew Denver, dated February 19, 2016
99.1	ASX Release of Universal Biosensors, dated February 19, 2016

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EX-10.1

Exhibit 10.1

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099 Email info@universalbiosensors.com www.universalbiosensors.com

18 February 2016

Mr. Paul Wright

3/1 Chatsworth Avenue

Brighton VIC 3186

Dear Paul,

Following our discussion on 17 February 2016, I confirm that by mutual agreement your employment with the Company is terminated with effect from 10 March 2016 (Cessation Date). Your resignation as a director of the Company and Universal Biosensors, Inc. (UBI) will also take effect from the Cessation Date.

In accordance with the terms of your employment and, by agreement, you will receive:

• your bonus in respect of FY2015, being an amount of $94,258.11;

• your normal salary until 31 March 2016 (Final Payment Date), being an amount of $38,084.08, less any applicable taxes; and

• any annual leave accrued as at the Final Payment Date.

Subject to receiving a countersigned copy of this letter, payment will be made in one final instalment on the Cessation Date.

We note that at the date of this letter you hold the following UBI securities:

• 2,457,500 options over shares of common stock in UBI. At the date of this letter, 2,397,500 options made up of 2,300,000 market-priced options and 97,500 ZEPOs, have vested and are exercisable. Under the terms of the employee option plan, all unvested options immediately expire on termination of your employment and vested options expire 30 days after the termination of your employment. This means that you have until 11 April 2016 (being the first trading day after this 30 day period) to exercise these vested options; and

• 6,387 restricted shares of common stock in UBI. In accordance with the terms of the employee share plan, the trading restrictions on these shares will be lifted with effect from the Cessation Date.

You acknowledge that:

• your employment with the Company is terminated and you will not be entitled to any further payments of any kind;

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099 Email info@universalbiosensors.com www.universalbiosensors.com

• you have no claim against the Company, UBI or any of their officers, employees or agents for any matter, including loss of office;

• you release each of the Company, UBI and each of their officers, employees and agents from any claim you may have;

• your obligations relating to confidentiality and intellectual property set out in your employment agreement are continuing obligations; and

• you have or you will not later than close of business on the Cessation Date, return to the Company any of the Company’s property, including without limitation all documents, computer equipment (including laptop), credit cards, phone, passcodes and access keys. We also require that any expense claims be submitted on or before the Cessation Date.

We would like to thank you for your significant contribution to the Company over the past five years and wish you all the best for the future.

Kind Regards

Andy Denver

Chairman

I agree to the terms and conditions of this letter:

Signed:	/s/ Paul Wright	Date:	February 18, 2016
	Paul Wright

EX-10.2

Exhibit 10.2

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

19 February 2016

Mr. Andrew Denver

27 Woodville Avenue

Wahroonga NSW 2076

Dear Andrew,

Letter of Offer and Terms of Employment

Universal Biosensors Pty Ltd ACN 098 234 309 (Company)

Pursuant to the resolution of the Board of Universal Biosensors, Inc. dated 19 February 2016, it is with great pleasure that the Company offers you employment on the following terms and conditions.

1.1 You are being employed as Interim Chief Executive Officer of the Company and Universal Biosensors, Inc., and any of their subsidiaries or parent companies, in the manner contemplated by this agreement. Your primary duties will involve the formulation of the Company’s business plan and the implementation of this plan as approved by the Board of Directors of Universal Biosensors, Inc. There may also be other duties and responsibilities as required from time to time by the Board of Directors of Universal Biosensors, Inc. You will be required to report to the board of directors of Universal Biosensors Inc.

1.2 In performing this or any other position, you agree to:

(a) observe all rules, regulations, directions and policies of the Company;

(b) perform your duties in a diligent and professional manner and to the best of your ability;

(c) follow such reasonable directions and perform such duties as the Company may give to you;

(d) perform your duties in a manner that complies with all applicable laws and regulations; and

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

(e) not without the written consent of the Company engage in any activity, whether paid or unpaid, which could, in the Company’s opinion, conflict with your duties or with the business interests of the Company.

1.3 Your position description, reporting lines and location of work may change from time to time. In the event of any such change the terms of this agreement will continue to apply to your employment, unless varied, replaced or superseded in writing.

2. Hours of work

This is an interim position. You will be expected to work customary hours in order to perform your duties effectively and otherwise as may reasonably be required by the Company. You acknowledge that the remuneration specified in this letter is sufficient to cover payment for all additional hours that you may be required to work, and that no overtime payments will be payable.

3. Commencement date and term

Your employment will commence on 11 March 2016 and is terminable as set out in this letter.

4. Location

Your employment will be based at the Company’s office in Melbourne and other places as required from time to time to carry out your duties.

5. Remuneration

5.1 Your salary is $300,000 per annum plus superannuation.

5.2 The remuneration provided under this agreement has been set specifically having regard to any and all entitlements that may apply now, or in the future, under an award, workplace agreement or similar instrument, including shift penalties and allowances (howsoever described).

5.3 Notwithstanding anything in this letter agreement, it is acknowledged and agreed that:

(a) you are currently a director of the Company, and Chairman of Universal Biosensors, Inc;

(b) during the term of your employment the subject of this letter agreement, you shall not be entitled, and forfeit any right to remuneration in relation to your duties as a director of the Company, or a director and Chairman of Universal Biosensors, Inc, and all such payments shall be suspended from 11 March 2016; and

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

(c) upon expiry or termination of your employment in accordance with the terms of this letter agreement, all remuneration in relation to your duties as a director of the Company, or a director and Chairman of Universal Biosensors, Inc, shall be automatically reinstated and effective from such date of expiry or termination.

5.4 If an award, workplace agreement or similar instrument applies to the employment, then:

(a) your remuneration is in satisfaction of all minimum award, workplace agreement or similar entitlements including minimum wage, overtime, allowances, penalties, extra rates for working evenings weekends or Public Holidays, payment for temporarily working in a more senior role and annual leave loading;

(b) if there are any changes to the entitlements in paragraph 5.4(a), then your remuneration is applied to and absorbs those changed entitlements; and

(c) the Company may vary your remuneration to incorporate the value of an entitlement (although will not reduce it).

5.5 Your salary will be paid two weeks in advance and two weeks in arrears in 12 equal calendar monthly instalments on or about the 15th day of the month (or other usual payment date for employees) and deposited into a bank account nominated by you.

5.6 Payment of your superannuation entitlements will be in accordance with applicable legislation and the Company’s policies from time to time.

5.7 During your employment there will be ongoing review of your performance. Your base remuneration may be reviewed annually by the Company. Any increase in your remuneration is at the sole discretion of the Company.

6. Leave entitlements

6.1 Your employment will be governed by applicable law from time to time, currently the National Employment Standards (NES) as set out in the Fair Work Act 2009 (Cth). If you have any questions about the NES or the Fair Work Act, please see http://www.fairwork.gov.au/Employee-entitlements/national-employment-standards.

6.2 Your position may also be covered by the terms of an industrial instrument, including but not limited to a Modern Award. If that is the case, then the terms of that industrial instrument apply as a matter of law but do not form part of this employment agreement.

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

6.3 You are entitled to leave (e.g. annual leave, personal leave, carers leave, compassionate leave, parental leave, community service leave and long service leave) in accordance with the NES. A summary of your entitlements to leave can be accessed electronically at the link above.

6.4 Annual leave must ordinarily be taken at times which do not conflict with the Company’s operational requirements. The Company will endeavour to accommodate your preference for the time at which leave is taken. However generally no more than two weeks’ leave will be taken at any one time unless by mutual consent. You may be directed to take annual leave during shut down periods.

6.5 You will be entitled to public holidays as proclaimed in Victoria without loss of pay.

7. Confidentiality

7.1 During and after your employment, you must keep confidential and not disclose to any person any information which you obtain in the course of your employment and which is not available to the public, other than in a manner expressly authorized by the Company. Such information would include: all commercial information about the Company, all commercial information about the business, financial plans, strategy, sales and marketing information, production techniques, technical information, trade secrets, know-how and other processes.

7.2 During and after your employment, you must not use any information which you obtain in the course of your employment and which is not available to the public other than in the performance of your duties and for the benefit of the Company or otherwise in a manner expressly authorized by the Company.

7.3 You must:

(a) only use the information obtained by you in the course of your employment with the Company for the benefit or advantage of the Company and for no other purpose;

(b) strictly adhere to the Company’s policies in relation to the treatment of confidential information;

(c) comply with any security measures established by the Company and safeguard the confidential information from unauthorised access or use;

(d) immediately notify the Company of any suspected or actual unauthorised use, copying or disclosure of the information, of which you become aware;

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

(e) upon request by the Company and upon termination, return to the Company all records, documents, computer disks, papers, notes (including copies) and everything else in your possession or control which contains or records information of the Company and not retain any copies of such information in any form; and

(f) during and after your employment, provide assistance reasonably requested by the Company in relation to any proceedings it may take against any person for unauthorised use, copying or disclosure of the information.

7.4 Your obligations of confidentiality do not extend to information that is public knowledge (otherwise than as a result of a breach of confidence by any person) or is required by law to be disclosed.

8. Intellectual Property

8.1 You must promptly, fully and effectively disclose to the Company or its nominee either in writing, orally or both (as required by the Company) full details of any intellectual property or industrial property generated or conceived by you during your employment (whether or not during business hours and whether or not before or after the execution of a formal employment agreement), relating to or connected with any of the matters which have been, are or may become subject of Company’s business affairs or business and whether or not capable of statutory protection, including without limitation each and every invention (whether patentable or not), process, know-how, formula design (whether registrable or not), trademark or service mark and any copyright material, trade secret or other confidential information (“Company Intellectual Property”).

8.2 In exchange for the benefits conferred on you by your employment, you:

(a) agree that by virtue of this provision, to the extent permitted by law, all Company Intellectual Property is the property of the Company or its nominee and vests in the Company immediately upon creation;

(b) consent to all acts or omissions by the Company in relation to your moral rights in all copyright works in such Company Intellectual Property; and

(c) consent to the infringement of your moral rights in all copyright works in such Company Intellectual Property by the Company, its licensees, assignees and successors in title and any person authorised by the Company at the absolute discretion of the Company and without reference to you.

8.3 You must at the request and expense of the Company without additional compensation from the Company, sign all such documents (including assignment deeds) and do all such things as may be necessary to vest, confirm and perfect and record ownership by the Company or its nominee throughout the world of the right, title and interest to and in the Company Intellectual Property and to enable the Company or its nominee to acquire and preserve such rights and to have the full enjoyment of such intellectual property.

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

8.4 You must keep complete written records of everything you invent or develop. These records belong to the Company and must be at all times retained in your custody and control at the Company’s premises and must be handed to the Company on demand.

9. Records

9.1 The Company owns all documents and records (in any form) relating to the business of the Company, whether or not prepared by you. On demand by the Company and in any event at the end of your employment, you must:

(a) deliver to the Company all those documents and records in the your possession or control; and then

(b) delete all those documents and records held electronically in any medium in your possession or control.

9.2 During and after your employment, you must use and permit to be used those documents and records for the Company’s benefit only.

10. Restraint

10.1 You must not during your employment participate, promote, carry on, assist or otherwise be concerned or interested financially or otherwise, in any capacity (including as principal, agent, partner, employee, shareholder, unitholder, director, trustee, beneficiary, financier, consultant or adviser) in any business or activity which is the same as, or substantially similar to the business of the Company or its associates, unless the Company otherwise agrees in writing;

10.2 You must not during your employment and or a period of 3 months after termination of your employment, directly or indirectly, on your own account or on behalf of any person or entity, anywhere in which the Company or its associates carries on business:

(a) solicit, canvass, induce or encourage any employee or agent of the Company or its associates to leave the employment or agency of the Company or such associates;

(b) solicit, canvass, approach any customer of the Company or its associates with a view to soliciting the business of that customer; or

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

(c) interfere or seek to interfere with the relationship between the Company or its associates (on the one hand) and the customers, suppliers and employees of the Company or its associates (on the other hand).

10.3 Notwithstanding this paragraph 10, the Company acknowledges that at the date of this agreement, you are currently a director of SpeeDx Pty Ltd, Cochlear Ltd, Vaxxas, Inc., PFM Cornerstone Ltd and other companies as previously advised to the Company. If the Company requests, you must disclose to the Company all your outside activities and interests in businesses and companies.

10.4 You acknowledge the prohibitions and restrictions contained in this clause are reasonable in the circumstances and necessary to protect the Company and its associate’s businesses.

10.5 Each of the obligations imposed on you under this clause is a separate and independent obligation from the other restraint obligations imposed, but they are cumulative in effect. If any separate provision is unenforceable, illegal or void, that provision is severed and the other separate provisions remain in force.

10.6 You acknowledge and agree that each of the restraints imposed upon you under this clause 10 are fair and reasonable and are no greater than is reasonably necessary to protect the Company.

11. Termination

11.1 The Company or you may at any time terminate your employment by giving 1 month’s written notice. The Company may choose to make payment in lieu of notice, or require you to work some of the notice period and pay you in lieu of working for the balance of the notice period. You agree this is a reasonable period of notice for termination without cause.

11.2 You are entitled to an additional week’s notice if you are over 45 years old and have completed at least 2 years of continuous service with the employer on the day the notice of termination is given.

11.3 During the notice period, you may be required to perform duties other than your normal duties or to not attend the workplace for all or part of the notice period

11.5 The Company may at any time terminate your employment without notice for cause, including if:

(a) you commit any serious or persistent breach of your employment obligations.

(b) you fail to comply with any reasonable directions of the Company;

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

(c) you are guilty of any serious misconduct or wilful neglect in performing your duties;

(d) you engage in fraudulent conduct;

(e) in the reasonable opinion of the persons to whom you report, you are guilty of any dishonesty relating to the affairs of the Company

(f) you are negligent in the performance of your duties;

(g) you work under the influence of drugs or alcohol;

(h) you commit a serious or persistent breach of Company policy;

(i) you are found guilty of an indictable offence; or

(j) you bring the Company into disrepute.

11.6 Termination of your employment does not affect in any way your obligations under clauses 7 to 10 of this letter.

11.7 When your employment ends, you must return to the Company all of the Company’s property in your possession or control.

12. General

12.1 The terms of employment set out in this document will continue to apply except to the extent that they are varied, replaced or cancelled by agreement in writing signed by both parties.

12.2 The failure of the Company at any time to insist on performance of any provision of the terms of employment set out in this document is not a waiver of its right at any later time to insist on performance of that or any other provision of this letter.

12.3 This letter sets out the entire understanding and agreement between the parties with respect to the terms and conditions of the employment offered with the Company.

12.4 The interpretation of the agreement constituted by your acceptance of this offer is governed by the laws of Victoria.

It would be appreciated if you would accept this offer by signing the enclosed copy of this letter and returning it to me at your earliest convenience.

Universal Biosensors Pty Ltd ABN 35 098 234 309   1 Corporate Avenue Rowville Victoria 3178 Australia   Telephone +61 3 9212 9000 Facsimile +61 3 9212 9099 Email info@universalbiosensors.com www.universalbiosensors.com

Yours faithfully,

Marshall Heinberg

Director and Chairman of the Remuneration and Nomination Committee

ACCEPTANCE

I accept this offer:

Signed:	/s/ Andrew Leslie Denver	Dated:	February 19, 2016
	Andrew Leslie Denver

EX-99.1

Exhibit 99.1

Universal Biosensors Inc ARBN 121 559 993   1 Corporate Avenue Rowville VIC 3178 Australia   Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099 Email info@universalbiosensors.com www.universalbiosensors.com

19 February 2016

Universal Biosensors Announces Retirement of CEO Paul Wright

Mr. Wright announced today his decision to retire as Chief Executive Officer of Universal Biosensors, Inc. (ASX: UBI) and to resign from the Company’s Board of Directors, with effect from 10 March 2016.

Mr. Wright noted that with two commercial products on the market and the release of solid FY2015 results, Universal Biosensors is well placed to consolidate its position as an innovative and dynamic point-of-care diagnostics company. He has been instrumental in fostering strong relationships with UBI’s commercial partners, Siemens & LifeScan (Johnson & Johnson), and in identifying new opportunities for UBI’s technology.

After five years with Universal Biosensors, Mr. Wright has indicated his desire to pursue new opportunities.

“I have enjoyed leading Universal Biosensors through an important period in its development towards becoming an international medical diagnostics company. After five years as CEO the timing is right to pursue new interests, both professionally and personally, and I feel confident that the business will be able to capitalise on its strong foundation in the coming years.”

On behalf of the Board of Directors, shareholders and employees, Mr. Denver thanked Paul for his leadership and dedication in steering Universal Biosensors to this successful stage of its commercial development, as evidenced by the two products on market and a strong pipeline of future products.

An international executive search has commenced and until a new Chief Executive Officer is appointed, the Chairman, Mr. Andrew Denver, will assume the role of Executive Chairman and interim Chief Executive Officer. The key terms of Mr. Denver’s employment are as set out below.

Term and termination of employment	Mr Denver’s employment will commence on 11 March 2016 and there is no fixed term of employment. Mr. Denver’s employment may be terminated by either Mr. Denver or the Company with one months’ written notice. The Company may terminate Mr. Denver’s employment immediately for cause.
Remuneration:	Mr. Denver’s remuneration is $300,000 per annum plus superannuation. Whilst he is interim CEO, Mr. Denver will not be entitled to remuneration in relation to his duties as a director and Chairman of the Company.
Other terms:	The employment agreement contains usual provisions relating to confidentiality, intellectual property, non-compete and post-employment restraints.

Ends

Universal Biosensors Inc ARBN 121 559 993   1 Corporate Avenue Rowville VIC 3178 Australia   Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099 Email info@universalbiosensors.com www.universalbiosensors.com

Enquiries:

Mr. Andrew Denver (Chairman): +61 (3) 9213 9000

Mr. Salesh Balak (CFO): +61 (3) 9213 9000

Ms. Rebecca Wilson: +61 417 382 391

About Universal Biosensors

For additional information in relation to Universal Biosensors, refer to

http://www.universalbiosensors.com.

Universal Biosensors is a specialist medical diagnostics company, founded in 2001, that is focused on the development, manufacture and commercialisation of a range of in vitro diagnostic tests for point-of-care use. These tests capitalise on a technology platform which uses a novel electrochemical cell that can be adapted for multiple analytes and provide for enhanced measurements in whole blood.

Forward-Looking Statements

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of the Exchange Act. Forward-looking statements in this release include statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the proposed offering. All forward-looking statements included in this release are based upon information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statement as a result of new information, future events or otherwise. Our actual results could differ materially from our current expectations. We cannot assure you when, if at all, the proposed offering will occur, and the terms of any such offering are subject to change. Factors that could cause or contribute to such differences include, but are not limited to, factors and risks disclosed from time to time in reports filed with the SEC.