Form 10-K Adamis Pharmaceuticals For: Dec 31

March 31, 2022 5:00 PM EDT

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Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 10.22

 

CERTAIN MARKED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. SUCH OMITTED INFORMATION IS INDICATED BY BRACKETS (“[…***…]” IN THIS EXHIBIT.

November 21, 2014

Dennis J. Carlo, Ph.D.

President & CEO

 

Personal and Confidential [***]  

David Dwight C. Benedicto
[***]

Dear Mr. Benedicto:

We are pleased to offer you the full-time position with Adamis Pharmaceuticals Corporation (“Company”) of Accounting Manager based in San Diego, CA. We anticipate that, following your acceptance of this offer, your full-time employment will commence no later than [***], or a date to be mutually agreed by the Company and you.

You will report to the Chief Financial Officer will be paid at the rate of $9,166.67 per month during your employment, which reflects an annualized amount of $110,000. Your position is classified as exempt, which means, in part, that your work for the Company is not subject to the laws related to tracking of daily hours of work, minimum wage, overtime or meal and rest periods (and therefore, you will not be eligible for overtime). You will be paid in accordance with the Company’s normal payroll practices; currently, the Company provides for payment of salaries and wages on a semi-monthly basis. Compensation is subject to adjustment (upwards or downwards) as the discretion of the Company or the compensation committee of the Board. All compensation and other payments described hereunder are subject to and will be reduced by normal payroll withholdings and the Company’s standard payroll practices.

As a full-time employee, you will be eligible for participation in the Company’s annual bonus program that currently provides for a bonus of up to [***] of your base salary. As a full time employee, you will also be entitled to receive other benefits as are currently provided to employees generally by Company policies from time to time, subject to applicable eligibility requirements. These benefits currently include Company paid [***] insurance. [***] insurance are available at the option and expense of the employee. All plans are available to you on the 1st day of the month following your start date.

You will be entitled to [***] vacation days ([***] hours) each year which will be prorated for a partial year. Employees can accrue to a maximum one and a half times their annual eligibility. You will also receive [***] holidays. Vacation, paid sick leave, and holidays are detailed in the Company’s employee manual. You agree to comply with Company policies, including those set forth in the Company’s employee manual.

As a full-time employee, your compensation will generally be reviewed annually in a manner similar to other employees generally, and you will be eligible for additional performance based compensation in a manner similar to other employees generally, in the sole discretion of the Company and the Board.

In addition, we will recommend that the Board or tire compensation committee of the Board approve the grant to you, under the Company’s 2009 Equity Incentive Plan, of an incentive stock option to purchase [***] shares of common stock, with terms and conditions (including vesting) to be described in the option grant and related option agreement. The exercise price will be equal to the fair market value of the common stock on the date of grant, determined as provided in the plan.

 11682 El Camino Real Suite 300 San Diego, CA 92130 

 

 

You should be aware that your employment with the Company is for no specific period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and without notice. The at-will status of your employment cannot be changed except in writing executed by a duly authorized officer of the Company. Additionally, your duties, title, compensation, benefits, and reporting structure may be changed or modified at any time at the discretion of the Company, with or without notice.

Please be advised that our offer of employment is conditioned upon you signing the Company’s standard employee proprietary information and invention assignment agreement or similar agreement, in such form and substance as the Company may require, and such other agreements and instruments that the Company customarily requires new employees to execute. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. The Company also reserves the right to conduct background investigations and/or reference checks on all of its potential employees, and therefore your employment may be contingent upon a clearance of such a background investigation and/or reference check, if any.

You agree to devote your full time, attention and skills solely to working for the Company and performing the duties assigned or delegated to you. You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.

You agree that you will not, during your employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity or violate any confidentiality, proprietary information or similar agreement between you mid any former employer, and that you will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person, or entity unless consented to in writing by such employer, person, or entity. You represent to the Company that you are not subject to any obligation, contractual or otherwise, that prevents or restricts you from becoming employed by the Company. You also represent that you understand that the Company is in the early stages of development and that there are high risks associated with employment at such a company.

As a Company employee, you will be expected to abide by company rules and regulations. You will be specifically required to sign an acknowledgment that you have read and understand the company rules of conduct, which are included in our handbook.

 11682 El Camino Real Suite 300 San Diego, CA 92130 

 

 

In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree to initially attempt to resolve the issue informally or with the assistance of a neutral, outside mediator. If a dispute cannot be resolved by these means, the sole and exclusive means of final dispute resolution is through binding arbitration, as described in the Company’s arbitration policy and/or the proprietary information agreement. Note that this paragraph is only a short summary of the Adamis employment dispute resolution process.

In the event of termination of your employment with the Company, or at any other time at the Company’s request, you agree to deliver promptly to the Company all property of the Company that is in your possession or control, including but not limited to computers, data, software, cell phones, drawings, manuals, correspondence, notes, notebooks, sketches, formulae, records, emails, service parts, memoranda, access cards or keys to the Company’s facilities, equipment or vehicles, and all other materials relating to the Company’s business or which contain proprietary information. You further agree not to make or retain copies of any of the foregoing and will so represent to the Company upon termination of employment.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me in an email as well as in the self-addressed stamped envelope. A duplicate original is enclosed for your records.

This letter, along with the agreement relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you.

Please acknowledge your acceptance in the foregoing offer by signing in the space below. This offer will be considered null and void if a signed copy is not returned within [***] business days of the date of this letter.

We look forward to you joining the team at Adamis Pharmaceuticals and contributing to our success.

Sincerely,

 

/s/ Dennis J. Carlo      

Dennis J. Carlo, Ph.D.
President & CEO

ACCEPTED AND AGREE TO this 21st day of November, 2014.

 

 

/s/ David Dwight C. Benedicto
David Dwight C. Benedicto

Enclosures:Duplicate Letter
Confidentiality Agreement

 

 11682 El Camino Real Suite 300 San Diego, CA 92130 

 

Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 10.45

 

 

Confidential

 

CERTAIN MARKED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. SUCH OMITTED INFORMATION IS INDICATED BY BRACKETS (“[…***…]” IN THIS EXHIBIT.

 

FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) is dated this 9th day of November by and between Matrix Biomed, Inc., a Delaware corporation (“Licensor”), on the one hand, and Adamis Pharmaceuticals, a Delaware corporation (the “Licensee”), on the other hand, to amend the terms of that certain License Agreement entered into by and between the parties dated June 12, 2020 (the “LICENSE AGREEMENT”). Licensor and Licensee shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the LICENSE AGREEMENT and this Amendment No. 1 conflict, the terms of this amendment No. 1 control. Any defined terms herein that are not defined herein have the meaning set forth in the LICENSE AGREEMENT.

RECITALS

WHEREAS, in the LICENSE AGREEMENT Licensor granted Licensee a license to the Licensed Patents and Related Know How (as defined below) solely for the purpose of developing, producing and selling Licensed Products within the Licensed Field of Use.

WHEREAS, the Parties now wish to amend the scope of the patent grant set forth in said License Agreement at Section 1.8 therein; and

WHEREAS, the parties now wish to amend the License Agreement on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and License Agreements set forth below, the parties agree as follows:

AMENDMENT

1.Terms. Capitalized terms in this Amendment shall have the same meaning as those in the License Agreement, unless specifically defined in this Amendment. All section and paragraph references refer to sections or paragraphs as applicable, in the License Agreement. References to the term “License Agreement” in the License Agreement shall be deemed to include the Amendment.
  
2.This First Amendment shall be effective as of the date the last party hereto has executed this First Amendment (the “First Amendment Date”).

 

 

LICENSEE/LICENSOR 1st Amendment

  

Confidential

 

 

3.For the convenience of the parties hereto, this First Amendment may be executed in two counterparts, each of which shall me deemed to be an original, but both of which together shall constitute one and the same instrument, without necessity of production of the others. Signatures may be exchanged by electronic transmission and each of the parties to this First Amendment agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of the other party.
  
4. Amendment to Section 3 of the LICENSE AGREEMENT to hereby include the following paragraph:

3.1.1Licensor also grants a license to license in US Patent Number [***] issued [***] based upon U.S. Patent Application Serial Number [***] entitled [***] exclusively for the treatment of SARS-COV-2 (COVID-19) in the Licensed Territory.

5. Amendment to Section 7.2.2 of the LICENSE AGREEMENT to:

7.2.2Licensor has sole control over whether to bring suit upon learning of infringement and shall control any litigation, claim, action or proceeding it initiates, including the selection of counsel. Licensee may retain additional counsel of its own selection and at its own expense to observe the litigation and to advise or assist Licensor. Licensor and its counsel will cooperate with and seek the input of Licensee’s counsel in such matters.

6. Delete Section 7.2.3.

 

LICENSEE/LICENSOR 1st Amendment

  

Confidential

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above the written.

 

  LICENSOR  
     
  Matrix Biomed, Inc,  
  a Delaware Corporation  
     
     
  By: /s/ Allyn Burroughs  
    Allyn Burroughs, Chairman  
     
     
  LICENSEE  
     
  Adamis Pharmaceuticals, Inc.  
  a Delaware Corporation  
     
     
  By: /s/ Dennis J. Carlo  
    Dennis J. Carlo, CEO and President  

 

 

 

LICENSEE/LICENSOR 1st Amendment

  

 

 

 

Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

Adamis Pharmaceuticals Corporation
11682 El Camino Real, Suite #300
San Diego, CA 92130

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-159229, 333-169106, 333-175383, 333-194635, 333-201742, 333-211773, 333-218945, 333-226230, and 333-229379), and Form S-3 (Nos. 333-196976, 333-199454, 333-200447, 333-209401, 333-212880, 333-217400, 333-217408, 333-226100 and 333-249331) of Adamis Pharmaceuticals Corporation and Subsidiaries (the “Company”) of our report dated March 31, 2022, relating to the consolidated financial statements, which appear in this Form 10-K. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

 

/s/ BDO USA, LLP

San Diego, CA 92130

March 31, 2022

 

   

 

Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Dennis J. Carlo, certify that:

 

1. I have reviewed this annual report on Form 10-K of Adamis Pharmaceuticals Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and (15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 31, 2022   By: /s/ Dennis J. Carlo  
   

Chief Executive Officer

 

 

   

 

Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE 

SARBANES-OXLEY ACT OF 2002

 

I, David C. Benedicto, certify that:

 

1. I have reviewed this annual report on Form 10-K of Adamis Pharmaceuticals Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and (15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 31, 2022   By: /s/ David C. Benedicto  
    Chief Financial Officer

 

 

   

 

Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

 

The undersigned, Dennis J. Carlo, the Chief Executive Officer of Adamis Pharmaceuticals Corporation (the “Company”), pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge:

 

   (1) the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
   
   (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  /s/ DENNIS J. CARLO
  Dennis J. Carlo
  Chief Executive Officer

 

Dated: March 31, 2022

 

This certification is being furnished to the SEC with this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

   

 

Adamis Pharmaceuticals Corporation 10-K

 

Exhibit 32.2

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

 

The undersigned, David C. Benedicto, as Chief Financial Officer of Adamis Pharmaceuticals, Corporation (the “Company”), pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge:

 

   (1) the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
   
   (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  /s/ DAVID C. BENEDICTO
  David C. Benedicto
  Chief Financial Officer

 

Dated: March 31, 2022

 

This certification is being furnished to the SEC with this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

   



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