Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Reference is made to those certain employment letter agreements, dated
December 31, 2018 (as the same were modified on or about June 14, 2019, the
"Agreements"), entered into by Inhibitor Therapeutics, Inc. (the "Company") with
each of Nicholas J. Virca, the Company's President and Chief Executive Officer
("Virca"), and Garrison J. Hasara, the Company's Chief Financial Officer,
Treasurer, Secretary and Chief Compliance Officer ("Hasara"). The Agreements
provide that Virca and Hasara are employed on an "at will" basis and further
provide that while the Agreements are not a contract of employment for any
specific period of time, the Company employed Virca and Hasara pursuant to the
Agreements until December 31, 2019. On December 31, 2019, the Company and each
of Virca and Hasara agreed to modify the Agreements to reduce their base
salaries by 10% under the Agreements. In consideration for such salary
reduction, the Company indicated to Virca and Hasara that the Company will be
extending the anticipated period under which the Company expects to employ each
of Virca and Hasara under the Agreements until June 30, 2020. Aside from the
reduction in base salary and this indication, there were no changes made to the
Agreements.
For more information regarding the Agreements, see the Company's Current Reports
on Form 8-K filed with the Securities and Exchange Commission on December 31,
2018 (the "December Current Report") and June 19, 2019. Each of the Agreements
are attached as exhibits to the December Current Report. All descriptions of the
Agreements herein are qualified in their entirety to the text of the exhibits
contained in the December Current Report, which are incorporated herein by
reference.
Item 8.01. Other Events.
Effective January 1, 2020, the Board of Directors of the Company agreed to a 10%
reduction to the base compensation for each of the members of the Board of
Directors and to the compensation for each of the chairpersons of each of the
committees of the Board of Directors until at least June 30, 2020.
Cautionary Note on Forward-Looking Statements
This Current Report and any related statements of representatives and partners
of the Company contain, or may contain, among other things, certain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
significant risks and uncertainties. Such statements may include, without
limitation, statements with respect to the Company's plans, objectives,
projections, expectations and intentions and other statements identified by
words such as "projects," "may," "will," "could," "would," "should," "believes,"
"expects," "anticipates," "estimates," "intends," "plans," or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission. Actual may differ significantly from those
set forth in the forward-looking statements. These forward-looking statements
involve certain risks and uncertainties that are subject to change based on
various factors (many of which are beyond the Company's control). The Company
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by applicable law.
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