plxp20210422_10ka.htm

10-K/A 1 plxp20210422_10ka.htm FORM 10-K/A plxp20210422_10ka.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to __________

Commission file number 001-36351

PLX PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of incorporation)

46-4995704

(I.R.S. employer identification no.)

9 Fishers Lane, Suite E

Sparta, NJ

(Address of principal executive offices)

07871

(Zip code)

Registrant’s telephone number, including area code: (973) 409-6541

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	PLXP	The NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: Not applicable

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒

PART I
ITEM 1A.	RISK FACTORS	1

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1
ITEM 11.	EXECUTIVE COMPENSATION	5
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	8
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	11
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	12

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	13

Name	Age	Position
Michael J. Valentino	67	Executive Chairman and Director
Natasha Giordano	60	President, Chief Executive Officer and Director
Rita O’Connor	52	Chief Financial Officer

Gary S. Balkema	65	Director
Anthony Bartsh	42	Director
Kirk Calhoun	77	Director
Robert Casale	62	Director
John W. Hadden II	51	Director

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($) (1)		Nonequity incentive plan compensation ($) (2)		Nonqualified deferred compensation earnings ($)		All other compensation ($) (3)			Total ($)
Michael J. Valentino	2020	$	250,000	$	-	$	-	$	696,800	$	156,250	$	-	$	-		$	1,103,050
Executive Chairman and Director	2019	$	234,375	$	-	$	-	$	327,200	$	118,750	$	-	$	-		$	680,325

Natasha Giordano	2020	$	530,000	$	-	$	-	$	1,524,250	$	364,375	$	-	$	17,953	(4)	$	2,436,578
President, Chief Executive Officer and Director	2019	$	468,750	$	-	$	-	$	865,751	$	265,000	$	-	$	20,353	(4)	$	1,619,854

Rita M. O'Connor	2020	$	385,000	$	-	$	-	$	757,770	$	240,625	$	-	$	12,500		$	1,395,895
Chief Financial Officer	2019	$	347,917	$	-	$	-	$	505,831	$	192,500	$	-	$	12,500		$	1,058,748

	(3)	Includes automobile allowance.

	(4)	Includes the dollar value of insurance premiums paid by, or on behalf of, the Company with respect to life insurance.

	Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date
Michael J. Valentino	4/19/2017		112,509		-	$	12.44	7/22/2025
Executive Chairman and Director	3/14/2019(1)		26,666		53,334	$	5.79	3/14/2029
	3/20/2020(1)		-		80,000	$	2.16	3/20/2030
	11/18/2020(1)		-		160,000	$	5.15	11/18/2030

Natasha Giordano	4/19/2017		216,580		-	$	12.44	9/25/2025
President, Chief Executive Officer and Director	8/11/2017		86,872		-	$	6.72	8/11/2027
	3/14/2019(1)		70,558		141,117	$	5.79	3/14/2029
	3/20/2020(1)		-		175,000	$	2.16	3/20/2030
	11/18/2020(1)		-		350,000	$	5.15	11/18/2030

Rita M. O'Connor	7/1/2017		60,000		-	$	6.28	7/1/2027
Chief Financial Officer	3/14/2019(1)		41,225		82,450	$	5.79	3/14/2029
	3/20/2020(1)		-		87,000	$	2.16	3/20/2030
	11/18/2020(1)		-		174,000	$	5.15	11/18/2030

Name	Fees earned or paid in cash ($)		Option awards ($)		All other compensation ($)		Total ($)
Gary Balkema		50,000		174,200		-		224,200
Kirk Calhoun		55,000		174,200		-		229,200
Robert Casale		50,000		174,200		20,000		244,200
John Hadden II		40,000		174,200		-		214,200
Anthony Bartsh		-		-		-		-

2020 Director Cash Compensation
Director Annual Retainer (all)	$	40,000
Additional Annual Retainer to Audit Committee Chairperson	$	15,000
Additional Annual Retainer to Compensation Committee Chairperson	$	10,000
Additional Annual Retainer to Nominating and Governance Committee Chairperson	$	10,000

	●	each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding Common Stock;

	●	each of our directors and named executive officers; and

	●	all of our directors and executive officers as a group.

Name of Beneficial Owner	Number of Shares of Common Stock		Percentage of Outstanding Common Stock (1)
5% or Greater Shareholders
Level One Partners, LLC(2)		2,290,306		9.99	%
MSD Partners, L.P. (3)		2,304,131		9.90	%
Park West Asset Management LLC(4)		2,371,218		9.99	%
White Rock Capital Management L.P.(5)		2,387,306		9.99	%

Directors and Named Executive Officers
Michael J. Valentino(6)		999,680		4.28	%
Natasha Giordano(7)		503,988		2.16	%
Rita O’Connor(8)		184,420		*
Gary S. Balkema(9)		34,447		*
Anthony Bartsh		-		-
Kirk Calhoun(10)		30,677		*
Robert Casale(11)		31,712		*
John W. Hadden II(12)		32,692		*
All current executive officers and directors as a group (8 persons)(13)		1,817,616		7.53	%

	(1)	The applicable percentage of ownership for each beneficial owner is based on 22,840,078 shares of Common Stock outstanding as of April 27, 2021. Shares of our Common Stock issuable upon exercise of options, warrants or other rights or the conversion of other convertible securities beneficially owned that are exercisable or convertible within 60 days are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities and rights and all executive officers and directors as a group.
	(2)	Based on information contained in a report on Form 3 filed jointly by Level One Partners, LLC, Robert D. Hardie and Molly G. Hardie (collectively, the “Level One Parties”) on March 16, 2021. Consists of (i) 1,320,306 shares of Common Stock, (ii) 875,000 shares of Common Stock held by Mr. Hardie, and (iii) 1,452,337 shares of Common Stock issuable upon exercise of the 2020 Private Placement Warrants (as defined below), subject to the limitations described below. The 2020 Private Placement Warrants contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As a result of the foregoing, the Level One Parties may be deemed to beneficially own (i) 1,320,306 shares of Common Stock held by the Level One Parties, (ii) 875,000 shares of Common Stock held by Mr. Hardie, and (iii) 95,000 shares of Common Stock out of the 1,452,337 shares of Common Stock underlying the 2020 Private Placement Warrants. Robert D. Hardie and Molly G. Hardie may be deemed to share voting and dispositive power with respect to the securities beneficially held by Level One Partners, LLC. The address of each of Level One Partners, LLC, Mr. Hardie and Ms. Hardie is 210 Ridge McIntire Road, Suite 350 Charlottesville, Virginia 22903.
	(3)	Based on information contained in a report on Schedule 13G filed jointly by MSD Partners, L.P. (“MSD Partners”) and MSD Credit Opportunity Master Fund, L.P. (“MSD Credit Opportunity Master Fund” and together with MSD Partners, “MSD”) on May 26, 2020 and information provided to us by MSD. Consists of (i) 1,875,000 shares of Common Stock and (ii) subject to the limitations described below, 2,000 shares of Series B Preferred stock, convertible into 645,161 shares of Common Stock. The Series B Preferred Stock contains a provision prohibiting conversion to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. As a result of the foregoing, MSD may be deemed to beneficially own (i) 1,875,000 shares of Common Stock and (ii) 429,131 out of the 645,161 shares of Common Stock underlying the Series B Preferred Stock. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Credit Opportunity Master Fund. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of John Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP.

Services Rendered	2020		2019
Audit Fees(1)	$	100,000	$	100,000
Audit-Related Fees(2)	$	10,475	$	21,000
Tax Fees(3)	$	21,000	$	28,630

Number		Exhibit Table

2.1		Agreement and Plan of Merger and Reorganization (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 22, 2016 (File No. 001-36351)).

3.1		Amended and Restated Certificate of Incorporation of PLx Pharma Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2017 (File No. 001-36351)).

3.2		Certificate of Amendment to the Amended Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 20, 2019 (File No. 001-36351)).

3.3		Amended and Restated Bylaws of PLx Pharma Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on January 20, 2017) (File No. 001-36351)).

4.1		Form of Warrant, to be issued by PLx Pharma Inc. to the Investors on June 14, 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 12, 2017 (File No. 001-36351)).

4.2		Form of Warrant to Purchase Common Stock issued by PLx Pharma Inc. in connection with the Loan and Security Agreement among PLx Pharma Inc., PLx Opco Inc., and Silicon Valley Bank, dated as of August 9, 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2017 (File No. 001-36351)).

4.3		Form of Warrant to Purchase Common Stock issued by PLx Pharma Inc. in connection with the Securities Purchase Agreement among PLx Pharma Inc. and the investors set forth on the signature pages thereto, dated as of November 16, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 16, 2020).

4.4		Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 20, 2019 (File No. 001-36351)).

4.5		Description of Registered Securities (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

10.1		Employment Agreement with Natasha Giordano, dated January 1, 2016 (incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2017 (File No. 001-36351)).

10.2		Amended and Restated Employment Agreement with Michael J. Valentino, dated April 1, 2016 (incorporated by Reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 20, 2017 (File No. 001-36351)).

10.3		PLx Pharma 2015 Omnibus Incentive Plan (incorporated by reference to Annex G to the Company’s Registration Statement on Form S-4 filed on January 25, 2017 (File No. 333-215684)).

10.4		Separation and Settlement Agreement and Release of All Claims between PLx Pharma Inc. and David E. Jorden, dated May 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 2, 2017 (File No. 001-36351)).

10.5		Executive Employment Agreement of Rita M. O’Connor, dated May 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 2, 2017 (File No. 001-36351)).

10.6		Amended and Restated Patent License Agreement, dated December 11, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 12, 2017 (File No. 001-36351)).

10.7		Amendment No. 1 to Amended and Restated Patent License Agreement, dated April 15, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 12, 2017 (File No. 001-36351)).

10.8		Amendment No. 2 to Amended and Restated Patent License Agreement, dated December 17, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 12, 2017 (File No. 001-36351)).

10.9		Loan and Security Agreement among PLx Pharma Inc., PLx Opco Inc., and Silicon Valley Bank, dated as of August 9, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2017 (File No. 001-36351)).

10.10		Form of Indemnification Agreement (incorporated by Reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 20, 2017 (File No. 001-36351)).

10.11		PLx Pharma Inc. 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2018 (File No. 001-36351)).

10.12		PLx Pharma Inc. 2018 Incentive Plan, as amended (incorporated herein by reference to the Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed on September 25, 2020)(File No. 001-36351)).

10.13		Employment Agreement of Efthymios Deliargyris, dated as of August 29, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2018 (File No. 001-36351)).

10.14		Purchase Agreement, dated December 20, 2018, by and among the Company and the Investors set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2018 (File No. 001-36351)).

10.15		Form of Securities Purchase Agreement, dated November 16, 2020, by and among the Company and the Investors set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 18, 2020 (File No. 001-36351)).

10.16		Form of Registration Rights Agreement, dated November 16, 2020, by and among the Company and the Investors set forth on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 18, 2020 (File No. 001-36351)).

10.17		Registration Rights Agreement, dated December 20, 2018, by and among the Company and the Investors set forth on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2018 (File No. 001-36351)).

10.18		Amendment to Employment Agreement with Natasha Giordano, dated March 7, 2019 (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 8, 2019 (File No. 001-36351)).

10.19		Amendment to Employment Agreement with Rita O’Connor, dated March 7, 2019 (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 8, 2019 (File No. 001-36351)).

10.20		Amendment to Employment Agreement with Rita O’Connor, dated March 16, 2018 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 8, 2019 (File No. 001-36351)).

10.21		Amendment to Employment Agreement with Efthymios Deliargyris, dated March 7, 2019 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 8, 2019 (File No. 001-36351)).

10.22		Amendment to Employment Agreement with Michael Valentino, dated March 7, 2019 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 8, 2019 (File No. 001-36351)).

10.23		Equity Distribution Agreement, dated March 25, 2019, by and between the Company and JMP Securities LLC (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed on March 25, 2019 (File No. 333-230478)).

10.24		Placement Agency Agreement, dated November 16, 2020, by and between the Company and Raymond James & Associates, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 16, 2020 (File No. 001-36351)).

10.25		Manufacturing Services Agreement, dated June 28, 2019, between the Company and Patheon Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2019 (File No. 001-36351)).+

10.26		Termination of Equity Distribution Agreement, dated as of March 2, 2021, between the Company and JMP Securities LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2021 (File No. 001-36351)).

10.27		Underwriting Agreement, dated March 3, 2021, between the Company and Raymond James & Associates, Inc., as representative of the several underwriters listed on Schedule I thereto (incorporate by reference to Exhibit 1.1 to the Company Current Report on Form 8-K filed on March 3, 2021 (File No. 001-36351)).

21.1		Subsidiaries of the Company (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

23.1		Consent of Marcum LLP (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

31.2		Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

31.3		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.4		Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of the Principal Executive Officer and Principal Financial and Accounting Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

101.INS		XBRL Instance Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

101.SCH		XBRL Taxonomy Extension Schema Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

101.CAL		XBRL Taxonomy Calculation Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

101.LAB		XBRL Taxonomy Label Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

101.PRE		XBRL Taxonomy Presentation Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2020).

+		Filed with confidential portions omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the SEC.

*		Filed herewith.

PLx Pharma Inc.

By:	/s/ Natasha Giordano
	Natasha Giordano
	President and Chief Executive Officer
	(principal executive officer)

By:	/s/ Rita O’Connor
	Rita O’Connor
	Chief Financial Officer
	(principal financial and accounting officer)

Name	Capacity	Date

/s/ Natasha Giordano	Director, President and	April 30, 2021
Natasha Giordano	Chief Executive Officer

*	Director and Executive Chairman of the Board	April 30, 2021
Michael J. Valentino

*	Director	April 30, 2021
Gary Balkema

*	Director	April 30, 2021
Anthony Bartsh

*	Director	April 30, 2021
Robert Casale

*	Director	April 30, 2021
Kirk Calhoun

*	Director	April 30, 2021
John W. Hadden II

SEC Form 10-K/A filed by PLx Pharma Inc. (Amendment)