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, 2008
ADEONA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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01-12584
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13-3808303 |
| (State or other jurisdiction
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(Commission File No.)
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(IRS Employer |
| of incorporation)
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Identification No.) |
3930 Varsity Drive, Ann Arbor, Michigan 48108
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (734) 332-7800
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On December 30, 2008, the Board of Directors of Adeona Pharmaceuticals, Inc. adopted a form of
indemnification agreement and delivered it to each of the Company’s directors and officers. The
agreement confirms the obligations of the Company to indemnify the directors and officers to the
fullest extent authorized by the Company’s bylaws and supplements the indemnification otherwise
available to the covered person under the Company’s charter and
bylaws. The indemnification agreement was adopted in connection with the proposed re-incorporation of the
Company that was authorized by the Company’s shareholders at the Company’s 2008 annual meeting of
shareholders and is further described below in the response to Item 7.01.
The form of indemnification agreement is filed as Exhibit 10.1 and is incorporated herein by
this reference. The preceding summary is not intended to be complete and is qualified in its
entirety by reference to such exhibit.
On January 6, 2008, the employment agreement of Steve Kanzer, the Chairman of the Company, was
amended. Pursuant to the amendment, Mr. Kanzer agreed to forego the $100,000 guaranteed bonus
otherwise payable to him with respect to calendar year 2008. In addition, the Company and Mr.
Kanzer agreed to extend the term of his employment agreement until January 9, 2010 with an annual
salary of one dollar ($1.00), no severance in the event of termination and no additional stock options. Under
the terms of the amendment, Mr. Kanzer is entitled to participate in the Company’s medical health
coverage plan and/or COBRA coverage plan at his own expense.
A copy of the amendment to Mr. Kanzer’s employment agreement is filed as Exhibit 10.2 and is
incorporated herein by this reference. The preceding summary is not intended to be complete and is
qualified in its entirety by reference to such exhibit.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 30, 2008 the Board of Directors of Adeona
Pharmaceuticals, Inc. approved an amendment to Section 5.1 of
the Company’s bylaws regarding indemnification of directors, officers and
certain other covered persons. Section 5.1 was amended to, among other things, (1) mandate
indemnification of the covered persons under certain circumstances, (2) authorize the
prepayment of otherwise indemnifiable expenses under certain circumstances, (3) provide
that such indemnification is not exclusive of any other rights to indemnification held
by such covered persons, and (4) provide that any repeal or modification of Section 5.1
will not adversely affect any right to indemnification held by any covered person in
respect of any act or omission that predates such repeal or modification.
The bylaw amendment, which is effective as of December 30, 2008, was adopted in connection with the
proposed re-incorporation of the Company that was authorized by the Company’s shareholders at the
Company’s 2008 annual meeting of shareholders and is further described below in the response to
Item 7.01.
A copy of the Company’s bylaws as amended to date is filed as Exhibit 3.1 and is incorporated
herein by this reference. The preceding summary is not intended to be complete and is qualified in
its entirety by reference to such amended bylaws.
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| Item 7.01. |
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Regulation FD Disclosure |
On
December 19, 2008 the Board of Directors of Adeona Pharmaceuticals, Inc. authorized the
Company’s officers to complete the proposed re-incorporation of the Company that was authorized by
the Company’s shareholders at the Company’s 2008 annual meeting of shareholders. The sole purpose
of the re-incorporation is to change the Company’s domicile and state of incorporation from
Delaware to Nevada. It is anticipated that the re-incorporation will
provide the company and its shareholders with the benefits described
in the Company's proxy statement for its 2008 annual meeting of
shareholders.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished as part of this Report.
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Description of Exhibit |
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3.1
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Amended Bylaws of Adeona Pharmaceuticals, Inc. (as amended through
December 30, 2008) |
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10.1
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Form of director and officer indemnification agreement |
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10.2
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Amendment to Employment Agreement
dated January 6, 2009 between Steve H. Kanzer and Adeona
Pharmaceuticals, Inc. |