Current Report Filing (8-k)
2015年3月4日 - 6:06AM
Edgar (US Regulatory)
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): February 26, 2015
TARGETED
MEDICAL PHARMA, INC. |
(Exact name of registrant
as specified in its charter) |
DELAWARE |
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000-53071 |
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20-5863618 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2980 BEVERLY GLEN
CIRCLE, SUITE 301 |
LOS
ANGELES, CA 90077 |
(Address of principal
executive offices) |
|
(310)
474-9808 |
(Registrant’s
telephone number, including area code) |
|
Not
Applicable |
(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
(see General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) As previously reported in a Current
Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2015,
the Board of Directors (the “Board”) of Targeted Medical Pharma, Inc. (the “Company”),
on January 9, 2015, voted to terminate Dr. William E. Shell’s employment with the Company. At that time, Dr. Shell also
was removed as Chairman of the Board, but continued to serve as a director of the Company.
On February 26, 2015, the Company received
a letter from Dr. Shell, pursuant to which he resigned as a member of the Board, effective 11:59 a.m. on that date (the “Resignation
Letter”). The Company accepted Dr. Shell’s resignation upon receipt of the Resignation Letter. At the time
of his resignation, Dr. Shell was not a member of any committee of the Board.
In the Resignation Letter, Dr. Shell stated
that his resignation was due to numerous disputes and disagreement with the Board, the Company’s officers and management
and significant corporate shareholders relating to the Company’s operations, policies and practices, including the use of
corporate funds.
A copy of the Resignation Letter is attached
hereto as Exhibit 17.1 and the description of the contents of the Resignation Letter contained in this Form 8-K is qualified in
its entirety by reference to the full text of the Resignation Letter.
In accordance with the requirements of Item
5.02 of Form 8-K, the Company has provided Dr. Shell with a copy of the disclosures that it is making in response to this Item
5.02 no later than the date of filing this Form 8-K with the SEC and will provide Dr. Shell with the opportunity to furnish the
Company, as promptly as possible, with a letter addressed to the Company stating whether Dr. Shell agrees with the statements
made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit 17.1 -- Letter from William
Shell, M.D. dated February 26, 2015, resigning from the Board of Directors of the Company.
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.
Dated: March 3, 2015
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TARGETED MEDICAL PHARMA,
INC. |
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|
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By: |
/s/
Kim Giffoni |
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Name: |
Kim Giffoni |
|
Title: |
Chief Executive Officer |
February
26, 2015
To
the Board of Targeted Medical Pharma, Inc. and its Chairman, Kerry Weems:
I,
William E. Shell, hereby resign from the Board of Targeted Medical Pharma, Inc., effective 11:59 a.m., on February 26, 2015, due
to numerous disagreements and disputes with the Board of Directors, Officers and management, and significant corporate shareholders
who have, and continue to control the use of corporate funds. Disagreements and disputes include:
|
1. |
Failure
to pay payroll taxes to the Internal Revenue Service and the California Franchise Tax Board, potentially placing financially
liability on Board of Directors, Directors and Officers of Targeted Medical Pharma and large shareholders. |
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|
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2. |
Failure
to pay my wage claims since January 9, 2015, resulting in substantial wait time penalties, potentially placing individual
management, Board members and large shareholders (some of whom have contributed large sums of money to Targeted Medical Pharma,
Inc. to insure their control and direction over Targeted Medical Pharma Inc.’s Directors and Officers) with personal
financial risk. |
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3. |
Offering
inflated and expensive new contracts, beginning 2015, to management, exceeding industry norms for a company with falling revenues
and non-profitability. |
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4. |
Offering
employment contracts to members of management who were previously under investigation for diversion of corporate assets. |
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5. |
Failure
to present a coherent plan for growth of revenues enabling Company profitability. |
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6. |
Failure
to provide Board Members and Committee Chairman with complete appraisal of financial obligations and plans to control costs. |
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7. |
Appointing
Executive Officers and Directors that lack the necessary skills and training to manage a publicly traded company. |
Sincerely, |
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|
|
/s/
William Shell M.D. |
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William Shell
M.D. |
|
Founder
of Targeted Medical Pharma, Inc. and owner of corporate patents. |
Targeted Medical Pharma (CE) (USOTC:TRGM)
過去 株価チャート
から 5 2024 まで 6 2024
Targeted Medical Pharma (CE) (USOTC:TRGM)
過去 株価チャート
から 6 2023 まで 6 2024