Exhibit 10.1
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): April 9, 2021
ENVERIC BIOSCIENCES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-38286 | 95-4484725 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (239) 302-1707
(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)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | ENVB | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2021, John M. Van Buiten resigned from his position as Enveric Biosciences, Inc.’s (the “Company”) chief financial officer, effective May 15, 2021. Mr. Buiten’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices.
On April 9, 2021, Carter J. Ward, 56, was appointed as the Company’s chief financial officer, effective May 15, 2021 (the “Effective Date”).
From July 1, 2009 until April 2021, Mr. Ward served as chief financial officer, secretary, and treasurer of Elite Pharmaceuticals, Inc. Prior to joining Elite Pharmaceuticals, Inc., from July 2005 to April 2009, Mr. Ward filled multiple finance and supply chain leadership roles with the Actavis Group and its U.S. subsidiary, Amide Pharmaceutical, Inc. From September 2004 to June 2005, Mr. Ward was a consultant, mainly engaged in improving internal controls and supporting Sarbanes-Oxley compliance of Centennial Communications Corp., a Nasdaq-listed wireless communications provider. From 1999 to September 2004, Mr. Ward was the chief financial officer for Positive Healthcare/Ceejay Healthcare, a U.S.-Indian joint venture engaged in the manufacture and distribution of generic pharmaceuticals and nutraceuticals in India. Mr. Ward began his career as a certified public accountant in the audit department of KPMG and is a Certified Supply Chain Professional. Mr. Ward holds a B.S. in Accounting from Long Island University, Brooklyn, NY, from where he graduated summa cum laude.
In connection with Mr. Ward’s appointment as chief financial officer, Mr. Ward entered into an employment agreement with the Company on April 9, 2021 (the “Ward Employment Agreement”), effective as of May 15, 2021, pursuant to which Mr. Ward will receive a base salary of $295,000 (“Base Salary”) and is eligible to receive annual performance bonuses of up to 50% of his Base Salary, as determined from time-to-time by the Company’s board of directors. Additionally, Mr. Ward will receive 525,000 restricted stock units (“RSUs”), 262,500 of such RSUs shall be subject to time-based vesting (the “Time Based RSUs”), and the remaining 262,500 of such RSUs shall be subject to performance-based vesting (the “Performance RSUs”). The RSUs shall be subject to the terms and conditions of the Company’s 2020 Long-Term Incentive Plan. The Time Based RSUs shall vest in quarters on each anniversary of the Effective Date, and the Performance RSUs shall vest based on the achievement of performance milestones established by the Company.
The Ward Employment Agreement will remain in effect until terminated by either party, unless the Company or Mr. Ward delivers advance written notice of termination to the other party at least 30 days prior. In addition, the Ward Employment Agreement is subject to early termination by him or the Company in accordance with the terms of the Ward Employment Agreement.
Pursuant to the Ward Agreement, if Mr. Ward’s employment is terminated by the Company without cause or by Mr. Ward for good reason, then the Company must pay Mr. Ward, in addition to any then-accrued and unpaid obligations owed to him, 12 months of his then-current base salary.
The Ward Employment Agreement also contains covenants restricting Mr. Ward from soliciting the Company’s employees or customers for a period of 12 months after the termination of Mr. Ward’s employment with the Company and prohibiting him from disclosure of confidential information regarding the Company at any time.
The foregoing summary description of the Ward Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.
On April 12, 2021, the Company issued a press release announcing Mr. Ward’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
Description | |
| Exhibit 10.1 | Employment Agreement between Carter J. Ward and the Company, effective May 15, 2021 | |
| Exhibit 99.1 | Press Release, dated April 12, 2021 |
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.
| ENVERIC BIOSCIENCES INC. | ||
| Date: April 12, 2021 | By: | /s/ David Johnson |
| David Johnson | ||
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 99.1
Enveric Biosciences Appoints Carter Ward as Chief Financial Officer
NAPLES, Fla. – April 12, 2021 – Enveric Biosciences (NASDAQ: ENVB) (“Enveric” or the “Company”), a patient-first biotechnology company developing novel cannabinoid medicines to improve quality of life for cancer patients, today announced that it has appointed Carter Ward as Chief Financial Officer, effective May 15th, 2021. Mr. Ward is replacing John Van Buiten, who is expected to remain in a consulting role with the company, supporting Mr. Ward both during the transition and moving forward.
“Mr. Ward will be joining our team with extensive public company leadership experience in life sciences, SEC reporting and the capital markets,” said David Johnson, Chairman and CEO of Enveric. “Having a hands-on financial leader who has managed companies in various stages, from startup to expansion and turnaround, I have no doubt that Mr. Ward will help to continue driving the growth and success at Enveric. Our team sincerely thanks Mr. Van Buiten for his dedication to the Company, especially his commitment in working tirelessly with management through our recent go-public transaction. We are excited that he will remain with Enveric as a consultant.”
Prior to joining Enveric, Mr. Ward, who has over 30 years of industry experience after starting his career at KPMG, most recently served as CFO at Elite Pharmaceuticals, a specialty pharmaceutical company that develops and manufactures oral, controlled-release products using proprietary technology for manufacturing generic pharmaceuticals. During his tenure there, Mr. Ward successfully negotiated and executed capital raises, developed strategic initiatives, created financial models and led financial reporting efforts.
Before joining Elite, Mr. Ward also worked on the finance and supply chain team at Actavis USA, the U.S. subsidiary of European-based Actavis Group. At Actavis, Mr. Ward spearheaded the successful reengineering of the company’s outbound supply chain, achieving a $3.5 million annual cost reduction and 75 percent improvement in order-to-delivery time. Additionally, Mr. Ward worked at Centennial Communications, and internationally at Ceejay Healthcare in India and Petro Pharma in Singapore.
“Since becoming a public company in late-December 2020, Enveric has already achieved notable strategic milestones, working diligently to execute its vision of bringing new-generation, naturally occurring and synthetic compounds to cancer patients who need better, safer supportive care treatments,” added Mr. Ward. “In my new role as CFO at Enveric, I look forward to working closely with the team to continue pushing these goals forward and advance the Company’s drug pipeline, making more effective cancer care a reality for patients suffering around the world.”
Mr. Ward is a New York State Certified Public Accountant (CPA) and Certified Supply Chain Professional (CSCP). He obtained his Bachelor of Science degree in accounting from Long Island University in Brooklyn, N.Y, graduating summa cum laude.
About Enveric Biosciences
Enveric Biosciences is a patient-first biotechnology company developing rigorously tested, novel cannabinoid medicines to improve quality of life for cancer patients. Initial indications include radiodermatitis, a common and often severe side effect of radiation therapy, and chemotherapy-induced neuropathy. For more information, please visit https://www.enveric.com/.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the impact of the novel coronavirus (COVID-19) on Enveric’s ongoing and planned clinical trials; the geographic, social and economic impact of COVID-19 on Enveric’s ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; Enveric’s ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to Enveric’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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