8K
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 2,
2018
INNOVUS
PHARMACEUTICALS, INC.
(Exact name of
registrant as specified in its charter)
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Nevada
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000-52991
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90-0814124
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(State or other
jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification No.)
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8845 Rehco Road, San Diego, CA
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92122
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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: (858) 964-5123
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))
In this
report, “Innovus Pharmaceuticals,” “Innovus
Pharma,” “the Company”, “we,”
“us” and “our” refer to Innovus
Pharmaceuticals, Inc., and/or one or more of our wholly-owned
subsidiaries, unless the context otherwise provides. Innovus
Pharma® is a registered service mark of Innovus
Pharmaceuticals, Inc.
Item 5.02 – Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers
On April 5, 2018, the Compensation Committee of the Board of
Directors of the Company approved (i) annual increases in the
base salaries of those officers identified below and (ii) the
payment of annual cash bonus awards for fiscal 2017 for the same
officers and a 2017/2016 bonus for one officer. Salary increases
were effective as of January 1, 2018, which was the start of the
current fiscal year. Bonuses were awarded based on overall Company
performance in fiscal 2017 and for the one officer on the overall
Company performance in 2017 and 2016.
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Name
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Title
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Dr. Bassam
Damaj
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President and Chief
Executive Officer
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$644,000
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$575,000*
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Randy
Berholtz
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Executive Vice
President, Corporate Development and General Counsel
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$300,000
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$87,158
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Rauly
Gutierrez
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Vice President,
Finance
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$214,286
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$45,625
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*Dr. Damaj’s bonus payment was a combined bonus for the
years 2016 and 2017.
In
addition, the Compensation Committee increased Mr. Berholtz’s
bonus potential for 2018 to 40% of his 2018 base salary, increased
his severance in the case of change of control of the Company to
nine (9) months and issued him 1,000,000 Restricted Stock Units
with certain vesting requirements.
On
April 2, 2018, the Company accepted the resignation of Rauly
Gutierrez as VP, Finance of the Company to be effective as of April
5, 2018. Mr. Gutierrez, who has served as the VP, Finance of the
Company since September 2016 and the Principal Financial and
Accounting Officer since April 24, 2017, will continue to be
engaged with the Company as a consultant until a replacement is
found. Mr. Gutierrez’s departure is not due to a dispute or
disagreement with the Company as Mr. Gutierrez is pursuing another
career opportunity closer to his home in Orange County,
CA.
On April 5, 2018, Dr. Bassam Damaj, Chief Executive Officer,
assumed the role of principal financial and accounting officer of
the Company and is expected to stay in that role until such time
that a suitable candidate is found.
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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Date: April 6,
2018
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INNOVUS
PHARMACEUTICALS, INC.
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By:
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/s/ Bassam
Damaj
Bassam
Damaj
President and Chief Executive
Officer
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