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)
:
August 12, 2008
OMNIMMUNE
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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333-145507
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26-3128407
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4600
Post Oak Place, Suite 352, Houston, Texas 77027
(Address
of Principal Executive Offices) (Zip Code)
(713)
622-8400
(Registrant’s
Telephone Number, Including Area Code)
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
4.01 Changes in Registrant's Certifying Accountant
As
previously reported on our Current Report on Form 8-K dated August 6, 2008, we
dismissed Schumacher & Associates, Inc. (“Schumacher”) as our independent
accountants. We made the contents of such current report available to
Schumacher and requested it furnish a letter addressed to the Securities and
Exchange Commission as to whether it agreed or disagreed with the disclosure
contain in such current report. A copy of such letter is filed as
Exhibit 16.1 to this Form 8-K.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) Effective
as of August 12, 2008, the Board of Directors of Omnimmune Holdings, Inc.
appointed Howard Becker as the registrant’s chief operating
officer.
In
addition to his role with the registrant, Mr. Becker is serving as chief
executive officer and director of CepTor Corp., a development stage
biotechnology company based in New York. He is also a director of Rx
For Africa, Inc., a US public company headquartered in New
York. Before joining CepTor, Mr. Becker was engaged by Xechem
International, a development stage pharmaceutical company headquartered in
Edison, New Jersey, where he was vice president of operations until his
departure in December 2006. From 2000 to 2005, Mr. Becker served as
an independent business consultant to a variety of public and private
companies. Mr. Becker is also licensed attorney who practiced law for
eighteen years in New York City, concentrating his practice in the areas of
business reorganizations and corporate restructuring. Mr. Becker
graduated
magna cum
laude
from Tufts University in 1981 and received his law degree from the
University of Michigan Law School in 1984.
Mr.
Becker, whose engagement as chief operating officer is being undertaken
initially on a part-time basis, has been retained by us pursuant to a consulting
agreement with his firm, Becker Advisors, Ltd.
The consulting agreement
has an initial term of one year beginning August 12, 2008 and automatically
renews thereafter for successive one year periods unless terminated in writing
by either party on at least 30 days advance notice. For the services
being provided, the registrant will pay Becker Advisors a fee of $7,500 per
month during the term of the agreement, plus an initial bonus of $3,000
following the signing of the consulting agreement. In addition, the
registrant will provide Becker Advisors with a rental allowance of $1,100 per
month for the rental of office space to be utilized by the consultant to perform
services for the registrant. The monthly fee payable to Becker
Advisors is based on a maximum of 80 hours of service per month in accordance
with the agreement. If Mr. Becker’s service to the registrant exceeds
the maximum commitment, the registrant will pay for such additional service on
an hourly basis at a rate of $93.75 per hour. During the term of the
consulting agreement, Becker Advisors will also be eligible for bonuses, in cash
or stock, as determined by the registrant’s board of directors. Mr.
Becker’s consulting agreement includes post-termination restrictive covenants in
favor of the registrant and its affiliates not to disclose confidential
information, solicit customers or recruit employees.
As
additional consideration for Mr. Becker’s services as chief operating offering,
on August 12, 2008, the registrant granted a stock option to Mr. Becker to
purchase 100,000 shares of common stock at an exercise price of $2.50 per
share. The option has a term of five years and vests as to 33,000
shares on the date of grant, with the balance vesting as to 2,791 shares per
month for 22 months beginning September 2008 and 5,598 shares on the last day of
the twenty-third calendar month following the grant date, so long as the
consulting agreement referenced above is not terminated; however, upon any
termination of the consulting agreement by us without cause, or our failure to
renew the agreement following the end of the initial term, the option will vest
in full.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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10.2
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16.1
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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 hereunto
duly authorized.
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OMNIMMUNE HOLDINGS,
INC.
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Date:
August 15, 2008
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By:
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/s/ Harris
A. Lichtenstein
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Harris
A. Lichtenstein, Ph.D.
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President
and Chief Executive Officer
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