Coronado Biosciences, Inc. (CNDO)

[BooDog]

Effective January 28, 2014, Dr. Kevin Horgan, our Chief Medical Officer, was separated from service from our Company. On February 20, 2014, our Board named current director, Mr. Weiss, Executive Vice Chairman, Strategic Development. Mr. Weiss has served as a director of our Company since December 19, 2013 and from that time until February 19, 2014 served as the Co-Vice Chairman of our Board.



We do not intend to enter into any employment contract with Mr. Weiss addressing his officer position with our Company. However, in connection with his employment as Executive Vice Chairman, Strategic Development, Mr. Weiss will earn an annual salary of $28,275. In addition, on February 20, 2014, we issued Mr. Weiss 3,958,692 shares of restricted common stock of our Company as an inducement to his employment and for services to be rendered to our Company. The issuance, which was made pursuant to a Restricted Stock Issuance Agreement and under Section 4(2) of the Securities Act of 1933, as amended, provides that 16.67% of the shares will vest on each of the first three annual anniversaries of the date of grant, and 10% of the remainder of the shares will vest upon each closing by our Company of a “Corporate Development Transaction” (as such term is defined in the Restricted Stock Issuance Agreement) provided that if any such Corporate Development Transaction occurs prior to February 20, 2019, vesting of such 10% of the remainder of the shares will occur on February 20, 2019 subject to Mr. Weiss’s continued employment with our Company. The foregoing description of the Restricted Stock Issuance Agreement is qualified in its entirety by reference to the full and complete terms contained in the Restricted Stock Issuance Agreement, which is filed as Exhibit 10.55 to this Current Report on Form 8-K.



Mr. Weiss, age 47, is currently Co-Portfolio Manager and Partner of Opus Point Partners, LLC, which he joined in 2009. He also serves as Executive Chairman, Interim Chief Executive Officer and President of TG Therapeutics, Inc. (NASDAQ: TGTX) since 2011. From 2002 to 2009, Mr. Weiss was the Chairman and Chief Executive Officer of Keryx Biopharmaceuticals, Inc. (NASDAQ: KERX), where he helped the company acquire and develop its lead drug Zerenex as well as executed a $100MM+ strategic alliance for Zerenex with JT Tobacco, Inc. and Torii Pharmaceutical Co., Ltd. Mr. Weiss served on the board of directors of National Holdings Corporation (OTD-BB: NHLD) from 2011 to 2012. Mr. Weiss began his professional career as a lawyer with Cravath, Swaine & Moore LLP. He earned his J.D. from Columbia Law School and his B.S. in Finance from The University at Albany. There are no family relationships between Mr. Weiss and any other director or executive officer of our Company.

http://www.sec.gov/Archives/edgar/data/1429260/000114420414011760/v369469_8ka.htm

Not sure if this is part of what's been holding back CNDO.

On February 20, 2014, in connection with the Reporting Person’s becoming the Executive Vice Chairman, Strategic Development of the Issuer, the Issuer and the Reporting Person entered into the Restricted Stock Agreement, pursuant to which the Issuer agreed to issue to the Reporting Person 3,958,692 shares of the Issuer’s Common Stock, subject to specified rights of repurchase in favor of the Issuer should the Reporting Person’s employment with the Issuer end, at a per share price of $2.76. The transaction was effected electronically via the exchange of signatures and documents. Several stockholders of the Issuer, including the Reporting Person, also entered into a Shareholders Agreement on February 20, 2014 (the “Shareholders Agreement”), pursuant to which each such stockholder agreed to vote his shares in favor of electing the individuals proposed for election by the Issuer’s Nominating and Corporate Governance Committee, provided that Mr. Lindsay Rosenwald and the Reporting Person must be on such proposed slate for the provision to be enforced. The parties to the Shareholders Agreement further agreed not to publicly or otherwise advocate for, or encourage in any way, the election of any individual to the Issuer’s board of directors who is not proposed by the Issuer’s Nominating and Corporate Governance Committee.

http://www.sec.gov/Archives/edgar/data/1038977/000114420414012502/sc13d.htm