UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): November 22, 2017
Tyme Technologies, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-38169 | | 45-3864597 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
44 Wall Street – 12th Floor
New York, New York 10005
(Address of principal executive offices, including zip code)
(646)205-1603
(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 Form8-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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
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. ☐
Introductory Comment – Use of Terminology
Throughout this Current Report on Form8-K, the terms “Tyme,” “we” and “our” refer to Tyme Technologies, Inc., a Delaware corporation.
Item 1.01 Entry to a Material Definitive Agreement.
On November 22, 2017, our Board of Directors (the “Board”) authorized, at the request of Ben R. Taylor, Tyme’s President and Chief Financial Officer, an alternative compensation arrangement for Mr. Taylor whereby the Board grantednon-qualified stock options to purchase shares of our common stock in lieu of $213,000 in potential salary payable in the future to Mr. Taylor. Such options consist of the right to purchase 129,957 shares of Tyme common stock at an exercise price per share of $4.10 (the “Salary Options”). Tyme’s closing stock price on the grant date was $4.10. The Salary Options have a term of two years, and one–sixth of the shares underlying the Salary Options vest in six equal installments on each monthly anniversary of the date of grant, starting on December 22, 2017, subject to continued service with Tyme.
The Salary Options award was determined by the Board as follows. Subject to the terms of his employment agreement with Tyme, Mr. Taylor is currently entitled to a salary of $450,000 per annum, or the equivalent of $225,000 over asix-month period. Of any future amount potentially payable over asix-month period, or $225,000, $12,000 will be payable in cash and the remaining $213,000 will be foregone by Mr. Taylor and compensated for by Tyme through the Salary Options, which have a Black-Scholes derived value equal to $213,000, based on inputs as of November 22, 2017 (collectively, the “Tyme Black-Scholes Option Valuation”). Tyme and Mr. Taylor have agreed to an amendment to the letter agreement with Mr. Taylor regarding his employment memorializing the foregoing.
Mr. Taylor also received on November 22, 2017, additional options unrelated to the Salary Options that were scheduled to be awarded, which entitle Mr. Taylor to purchase shares of common stock as follows:
| | | | | | |
Options | | Exercise
Price | | Vesting Schedule | | |
50,000 | | $4.10 | | Two equal installments on (1) the date of grant and (2) theone-year anniversary of the date of grant | | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e). The information set forth in Item 1.01 of this Current Report on Form8-K concerning Mr. Taylor’s option grants is incorporated by reference into, and presented herein in response to the requirements of, Item 5.02(e) of Form8-K.
Item 8.01 Other Events.
On November 22, 2017, the Board approved for certainnon-employee members of the Board the right to receive options to purchase shares of Tyme common stock in lieu of cash payable in respect of accrued unpaid cash fees payable tonon-employee directors under Tyme’s director compensation program. Options with atwo-year term were determined after considering unpaid director fees for Messrs. Carberry ($36,500) and Biehl ($36,500). A five-year option term was selected by Timothy Tyson and Paul Sturman in respect of $125,000 and $36,500, respectively, in accrued fees. These options are immediately exercisable and have a derived value on the grant date equal to the amount of foregone director fees and based upon the Black-Scholes Option Valuation model. Based on the foregoing values, such members of the Board received options to purchase shares of common stock as follows:
| | | | |
Non-Employee Director | | Number
of
Options | | Exercise
Price |
Timothy Tyson | | 50,958 | | $4.10 |
David Carberry | | 22,270 | | $4.10 |
Paul Sturman | | 14,880 | | $4.10 |
James Biehl | | 22,270 | | $4.10 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | Tyme Technologies, Inc. |
| | | |
Dated: November 29, 2017 | | | | By: | | /s/ Ben R. Taylor |
| | | | | | Ben R. Taylor, President and Chief Financial Officer |
