SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2020
Commission File Number: 000-21990
Mateon Therapeutics Inc
(Exact name of registrant as specified in its charter.)
(State or other jurisdiction of
incorporation or organization)
29397 Agoura Rd., Suite 107, Agoura Hills, California 91301
(Address of principal executive offices)
(Registrant’s Telephone number)
(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))|
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of exchange on which registered|
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 5.02 of this Current Report on Form 8-K/A with respect to certain consulting arrangements and Mateon Therapeutics, Inc.’s (the “Company”) relationships with Mr. King and Dr. Maida are incorporated by reference in response to this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported by the Company, on May 11, 2020, Steven W. King and Anthony E. Maida, III were appointed to the Board of Directors effective that same date. Mr. King and Dr. Maida will each serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified.
Artius Consulting Agreement
On March 9, 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. King is the Managing Member, entered into an amendment to the Consulting Agreement dated December 1, 2018, under which Artius agreed to serve as a consultant to the Company for services related to the Company’s business from time to time, effective December 1, 2019 (the “Effective Date”) (the “Artius Agreement”). In connection with the Artius Agreement, Mr. King also agreed to assist the Company with strategic advisory services with respect to transactional and operational contracts, budgetary input, among other matters in connection with the formation of a new business unit to develop AI and Blockchain Driven Vision Systems (“EdgePoint AI”), for which Mr. King is Chief Executive Officer.
Under the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors and pursuant to the Company’s 2017 Equity Incentive Plan, 148,837 restricted shares of the Company’s common stock, par value $.01 per share (“Common Stock”), in addition to a 30% pre-financing ownership stake in EdgePoint AI. The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company.
Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Effective Date. The Artius Agreement will automatically renew one year from the Effective Date, unless the Parties agree to terminate the Artius Agreement at that time.
The Artius Agreement is filed with this Current Report on Form 8-K/A as Exhibit 10.1.
Maida Consulting Agreement
Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials.
Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares of the Company’s Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company.
Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice.
The Maida Agreement is filed with this Current Report on Form 8-K/A as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits.
|10.1||Consulting Agreement by and between the Company and Artius, dated March 9, 2020.|
|10.2||Consulting Agreement by and between the Company and Dr. Maida, dated May 5, 2020.|
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.
|Mateon Therapeutics Inc|
|Date: June 22, 2020||By:||/s/ Vuong Trieu|
|Title:||Chief Executive Officer|
This Independent Agreement (“Agreement”) is made and entered into as of the date it is executed by the last Party (“Effective Date”), by MATEON THERAPEUTICS, INC., a Delaware corporation (the “Company”), located at 29397 Agoura Road, Ste. 107, Agoura Hills, California 91301 and Anthony Maida (“Consultant”), whose current office is located at 828 Eastbrook Court, Danville, CA 94506-1206.
WHEREAS the Company desires to engage Consultant, and Consultant desires to accept the engagement by the Company, as a consultant to the Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, Consultant and the Company agree as follows:
|1.||Services. The Company hereby retains Consultant to provide, and Consultant hereby agrees to provide, upon request from the Company, medical expertise and advice in the design, conduct and oversight of the Company’s existing and future clinical trial area (“Services”) according to the terms and conditions of this Agreement. Consultant will only provide Services as requested from time to time by the Company.|
|2.||Term and Termination. This Agreement shall commence on the April 1st, 2020 and Two (2) months thereafter, unless sooner termination as provided herein. Either party may terminate this agreement upon thirty (30) days written notice to the other.|
|3.||Restricted Stocks: The company will grant the Consultant 400,000 Restricted shares of the company corresponding to $80,000 at the stock value of $0.20/share. These shares will vest at the 12 month anniversary of the execution of this agreement.|
|4.||Compensation. The Company shall pay Consultant for Services at a rate of Fifteen Thousand per month ($15,000.00 USD) (the Consulting fees) for minimum of 20 hours each week. Consultant shall perform Services as an independent contractor and is responsible for the payment of all applicable taxes associated with any compensation received under this Agreement. Consultant shall submit monthly invoices detailing hours worked and a brief description of Services electronically to the Company. The Company shall pay such invoices in full no later than thirty (30) days from the date of receipt thereof.|
|5.||Expenses. The Company shall reimburse Consultant for reasonable out-of-pocket travel and other business related expenses actually incurred by Consultant in performance of Services and as approved in advance by the Company. Appropriate documentation of all out-of-pocket expenses shall be presented to the Company not later than the next billing cycle and the Company shall reimburse Consultant for such expense in conjunction with compensation as set forth in Section 3 above.|
|6.||Confidentiality. Both parties agree that the Confidentiality and Proprietary and information agreement executed on May 4, 2020 is hereby incorporated by reference into this Agreement.|
|7.||Non-Exclusivity. Consultant maintains the right to render similar services to other companies during the term of this Agreement, so long as the same does not conflict with any of the Consultant’s obligations under this Agreement. Consultant shall notify the Company in writing immediately if Consultant’s services to another company may create a conflict of interest.|
|8.||Independent Contractor. Consultant shall not be an employee, partner, agent of, or joint venture with the Company, or entitled to participate in an employee benefit plan of the Company or receive any benefit available to employees of the Company, including insurance, worker’s compensation, retirement, and vacation benefits. Consultant shall not have any authority to, and shall not, make any representation or promise to enter into any agreement on behalf of the Company. The Consultant is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. The Consultant shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.|
|9.||Ownership. Any deliverables provided to the Company as part of the Consultation Services (“Deliverables”) shall become the property of the Company upon delivery and Consultant hereby assigns all right, title, and interest herein to the Company, it being understood that Client acquires no ownership in Consultant’s name, logo, concepts, techniques and know-how used and owned or developed by Consultant prior to, or independent of, the Services and Consultant retains all right thereto. Consultant hereby grants the Company a worldwide, non-exclusive, paid up right and license to use and copy any such concepts, techniques and know-how to the extent integrated into the Deliverables. Consultant agrees that Deliverables are to be considered “works for hire” to the extent provide in the applicable provision of the US Copyright Act (17 U.S.C §101 et seq and 201 (b)). Additionally, Consultant may be provided certain tools by the Company to perform the Services, including templates, methodologies, formats, and a Company email address. Consultant is expected to use these tools to perform the Services and is not pe1111itted to use them for any other purpose. Upon the expiration or termination of this Agreement, Consultant will cease use of these tools and return any tangible copies of such tools to the Company.|
|10.||Modification. This Agreement contains the entire agreement between the parties, and no statement, provision, or inducement made by either party or an agent of either party that is not contained in this Agreement shall be valid or binding.|
|11.||Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction, and the parties shall negotiate in good faith to modify such provision so that it is valid or enforceable to the parties.|
|12.||Notices. All notices to either party under the terms of this Agreement shall be made by certified mail, postage prepaid, or by electronic delivery to the address set forth herein or at such other address as provided in writing to either party upon ten (10) days advance notice.|
|13.||Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, Court of Orange County, as applied to contracts to be performed entirely within such state.|
|14.||Successors and Assigns. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided, however, that, as the Company has specifically contracted for Consultant’s services, which services are unique and personal, Consultant may not assign, subcontract or delegate Consultant’s obligations under this Agreement either in whole or in part to any party without the prior written consent of Client, Client may assign its rights and obligations hereunder to any person or entity who succeeds to all or substantially all of the Client’s business.|
|15.||Mutual Indemnification. In general, both parties agree to fully indemnify and hold each other harmless from all claims, actions, liens, demands, damages, liabilities, tax and/or any legal exposure arose, arises or shall arise from each party’s business operations respectively.|
|16.||Attorney’s Fees. The parties agree that the non-prevailing party will pay all costs and expenses including reasonable attorneys’ fees, incurred by the prevailing party to enforce this Amendment or other related agreements.|
|17.||Certification of Non-Debarment. Consultant hereby certifies to the best of its knowledge and belief that: (a) neither Consultant or any of its employees are presently debarred or have been convicted of a crime for which Consultant or any of its employees can be debarred under Section 306(a) or (b) of the U.S. Generic Drug Enforcement Act of 1992 (the “Act”); (b) neither Consultant or any of its employees are under investigation by the FDA or any other regulatory authority for debarment action or are indicted or otherwise criminally or civilly charged by a government entity (Federal or State) with commission of the kinds of conduct for which they could be debarred under the Act; (c) neither Consultant or any of its employees have engaged in any conduct or activity which could lead to any of the above-mentioned debarment actions; and (d) Consultant will not knowingly employ, contract, or otherwise engage any individual who has been (i) debarred or (ii) convicted of a crime for which a person can be debarred under the Act, in any capacity in connection with the activities of developing or reporting data which may become part of an application for approval of a drug or biologic. Consultant agrees to notify Company immediately if any of the statements in (a) through (d) become untrue.|
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last written above.
|MaTEON THERAPEUTICS, iNC.||Consultant|
|By:||/s/ VUONG TRIEU||By:||/s/ Anthony Maida|
|VUONG TRIEU, CEO||Anthony Maida|