Adamis Pharmaceuticals Corp appointed Ebrahim (Eboo) Versi, M.D., Ph.D. as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers 


Change in Company Officers and Directors


As contemplated by the Merger Agreement, effective upon the closing of the transactions contemplated by the Merger Agreement, David J. Marguglio and Richard C. Williams resigned from the Company's board of directors (the "Board") and the board of directors of all subsidiaries of the Company. The resignations were pursuant to the transactions contemplated by the Merger Agreement and were not the result of any disagreements with Adamis relating to the Adamis' operations, policies or practices.


As contemplated by the Merger Agreement, effective upon the closing of the Merger, David J. Marguglio resigned as chief executive officer of Adamis; he continues as president of Adamis and as corporate secretary and was also appointed as chief operating officer. In connection with the closing of the transactions contemplated by the Merger Agreement, the Company and Mr. Marguglio entered into an agreement amending his employment agreement with the Company, providing that (i) Mr. Marguglio's transition from chief executive officer to president and chief operating officer in connection with the closing of the Merger transaction, and change in title and responsibilities, did not constitute "Good Cause" as defined in his employment agreement, or constructive termination or any similar term under any other agreement to which Mr. Marguglio is a party or plan or policy of the Company binding on Mr. Marguglio, and (ii) references in his employment agreement to his employment as chief executive officer were amended to conform to his change in title and responsibilities.


Effective as of the effective time of the Merger, Ebrahim (Eboo) Versi, M.D., Ph.D., the co-founder and chief executive officer of DMK, was appointed as the chief executive officer of the Company and as Chair of the Board, and as an interim action, the Company entered into a customary offer letter with Dr. Versi providing for his at-will employment as chief executive officer, at an annual base salary rate with DMK of $150,000 per annum. The Company expects that after the Effective Time, the compensation committee of the Board will consider a customary executive employment agreement with Dr. Versi containing provisions addressing, among other matters, his annual base salary, bonus compensation and severance compensation, which terms may differ from the terms contained in the offer letter.


Effective upon the closing of the transactions contemplated by the Merger Agreement and the resignations of Mr. Marguglio and Mr. Williams, Dr. Ebrahim Versi and Jannine Versi were appointed to the Board to fill those vacancies, and Dr. Versi was appointed as Chair of the Board. Current Adamis directors Howard C. Birndorf, Meera J. Desai, Ph.D. and Vickie Reed continued as directors of the Company.


Ebrahim Versi, M.D., Ph.D. Dr. Versi, age 70, has over 30 combined years of experience as a physician, practicing surgeon, academic, teacher, entrepreneur, investor, and senior executive. Dr. Versi has spent more than 20 years in the pharmaceutical and medical device industry, holding positions with both large and small pharmaceutical companies. During his career in the industry, Dr. Versi has been the inventor of several patents and the recipient of several NIH grants and has helped develop drugs and devices for a variety of indications including, but not limited to, the following FDA approved products: Cymbalta®, Ditropan®, Detrol®, FemAssist®, Myrbetig®, Sanctura®, Testim®, Vesicare® and Xiaflex®. Dr. Versi founded DMK Pharmaceuticals in June 2016, serving as a member of the board of directors and became its chief executive officer in 2017. Dr. Versi founded Versi Group LLC in July 2005 and has served as its president since its inception. Versi Group LLC owns a portfolio of patents related to drug development and methods of delivery for various disease states including neuroscience, urology, and cardiology. From January 2021 to November 2022, Dr. Versi served as chairman of Dina Pharma Inc, a clinical-stage biopharmaceutical company. From April 2016 to December 2022, Dr. Versi served as chairman of Opus Therapeutics Inc., a company focused on developing drugs for urological disorders. Dr. Versi served as Consultant Chief Medical Officer from 2013 to 2014 for Taris Biomedical, Inc., a company developing a device for delivery of lidocaine to the bladder. From 2007 to 2009 Dr. Versi served as the Chief Medical Officer of Mt. Cook Pharma Inc., a company developing drugs for urology, analgesia, Parkinson's Disease, and depression. From 2009 to 2011 Dr. Versi served as Vice President, Head of Drug Safety and Medical Affairs at Auxilium Pharmaceuticals Inc., a public biopharmaceutical company. From 2006 to 2007, Dr. Versi served as Senior Vice President of development of Plethora Solutions Holdings PLC (AIM:PLC), a urology company with development drug products and devices. From 2004 to 2005, Dr. Versi served as senior vice president of Odyssey Pharmaceuticals, a subsidiary of Pliva d.d., now a Teva company, where he was developing and marketing prescription drugs for a variety of medical conditions. From 2003 to 2004, Dr. Versi served as vice president of medical affairs of Yamanouchi Pharma America (now Astellas Pharma US, Inc.), a major Japanese pharmaceutical company with a focus on urological products. From 1999 to 2003, Dr. Versi served as Director of Urology and Women's Health for Pharmacia (which merged with Pfizer), where he worked on raising awareness of bladder problems by changing the focus from urinary incontinence to overactive bladder (OAB). From 1997 to 1999, Dr. Versi served as consulting medical director for Eli Lilly and Company. Following medical school, Dr. Versi completed a residency and fellowship at Kings College Hospital and served as a Senior Registrar at the Royal London Hospital. He was then a Senior Lecturer and Consultant (Attending) at St. Thomas' & Guys Hospitals before moving to the U.S. to accept an academic position as Associate Professor at Harvard Medical School Chief of Urogynecology at the Brigham & Women's Hospital, which he held from 1993 to 1999. Dr. Versi received a BA, MA and DPhil (Ph.D.) in 1978 from Oxford University in the United Kingdom before obtaining his MB BChir (MD) degree from Cambridge University in 1980.


Jannine C. A. Versi. Jannine Versi, age 37, has served as a director of DMK since October 2017. In 2019, Ms. Versi co-founded Elektra Health, a privately-held healthcare technology company focused on women's health, and menopause in particular. She currently serves as the chief operating officer of Elektra Health. Prior to Elektra Health, Ms. Versi was on the founding team and served as vice president of clinical programs and partnerships at Cityblock Heath, a healthcare technology company, from 2017 to 2019. From 2014 to 2016, Ms. Versi served as Chief of Staff to the Under Secretary of Commerce for International Trade in the U.S. Department of Commerce as part of the Obama administration. Ms. Versi worked at Google from 2009 to 2012, reporting to Google's global marketing leadership in California and in the United Kingdom. Ms. Versi graduated magna cum laude from the University of Pennsylvania in 2007 and received an M.B.A. from Harvard Business School in 2014. From 2007 to 2008, Ms. Versi was a Fulbright Scholar conducting economic research in India. In 2021, Ms. Versi was a recipient of Harvard Business School's Blavatnik Fellowship in Life Science Entrepreneurship.


Ms. Versi is the daughter of Dr. Versi. With that exception, there are no family relationships between either Dr. Versi or Ms. Versi and any of the Company's other directors or executive officers. Dr. Versi is a former DMK shareholder that received Adamis shares in the Merger , and in connection with the closing of the Merger received 8,745 shares of Adamis common stock, and Versi Group, LLC, of which Dr. Versi is a member and the manager, received 177,194 shares of Adamis common stock and 1,941.2 shares of Series E Preferred, and DMK stock options held by Dr. Versi were assumed by the Company and became options to purchase up to 102,885 shares of Adamis common stock, governed by the terms of the DMK 2016 Stock Plan (the "DMK 2016 Plan"), which was assumed by the Company in connection with the Merger. Ms. Versi is the trustee of a member of Versi Group, LLC and personally holds options to purchase shares of DMK common stock, which options were assumed by the Company pursuant to the Merger and became options to purchase up to 25,720 shares of Adamis common stock, governed by the terms of the DMK 2016 Plan.


In connection with the closing of the transactions contemplated by the Merger Agreement, the Company entered into its standard form of directors and officers indemnity agreement with Dr. Versi and Ms. Versi. Each indemnity agreement provides for indemnification and advances by the Company of certain expenses and costs, subject to certain exceptions and limitations, relating to claims, suits or proceedings arising from each individual's service to the Company as an officer or director, as applicable, to the maximum extent permitted by applicable law. The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the forms of indemnity agreement, which are attached as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2023, and incorporated herein by reference.