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): March 11, 2009
CERAGENIX PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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000-50470 |
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84-1561463 |
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(State or other jurisdiction
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Commission File
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(I.R.S. Employer Identification number) |
1444 Wazee Street, Suite 210, Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(720) 946-6440
(Registrant’s telephone number, including area code)
Not Applicable
(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 ( see General Instruction A.2. below):
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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)) |
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ITEM 5.02 (e) |
Departure
of Directors or Certain Officers;
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At a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of Ceragenix Pharmaceuticals, Inc. held on March 6, 2009, the Committee approved the following:
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Cash awards to executive officers pursuant to 2008 incentive targets previously established by the Committee; |
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Established the 2009 cash award incentive targets; and |
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Base salaries for the Company’s executive officers for 2009. |
2008 Cash Awards
The Committee approved the following cash awards for certain named executive officers. Such awards are considered earned, shall be an accrued liability of the Company, but will not be paid until such time that the Committee determines the Company has sufficient cash to pay such awards.
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Name |
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Title |
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Cash Award |
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Steven S. Porter |
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Chief Executive Officer |
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$ |
87,500 |
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Carl Genberg |
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SVP of R&D |
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$ |
80,500 |
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Jeffrey S. Sperber |
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Chief Financial Officer |
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$ |
73,500 |
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Russell L. Allen |
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VP of Corporate Development |
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$ |
63,000 |
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2009 Cash Award Incentive Targets.
Each of the named executive officers is eligible to earn cash incentive awards up to an amount equal to 50% of their base salary. The criteria set forth by the Committee for determining the 2009 cash incentive awards is as follows.
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Description |
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% of Total Target |
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Completing at least one commercial Ceragenin™ transaction |
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32.5 |
% |
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Having a more stable capital structure by December 2009 |
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32.5 |
% |
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Completing an additional international EpiCeram® transaction |
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5.0 |
% |
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At the discretion of the Committee |
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30.0 |
% |
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Total |
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100.0 |
% |
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Base Salaries.
The Committee determined that there shall be no increase in base salaries. Executive base salaries shall remain the same as those for 2008 and 2007.
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 thereunto duly authorized.
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Ceragenix Pharmaceuticals, Inc. |
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Dated: |
March 11, 2009 |
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/s/ Jeffrey Sperber |
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Jeffrey Sperber, Chief Financial Officer |
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