Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on January 14, 2023, PLx Pharma Inc. (the "Company")
engaged SierraConstellation Partners LLC ("SCP"), a business advisory firm, to
further explore strategic alternatives, which may include a liquidation strategy
in the event that more advantageous alternatives prove unavailable to the
Company. On March 7, 2023, the Company's board of directors (the "Board")
approved the additional engagement of SCP to provide the services of a Chief
Restructuring Officer, Deputy Chief Restructuring Officer and support personnel,
and in connection with such engagement, appointed Lawrence R. Perkins of SCP as
the Company's Chief Restructuring Officer and John Halloran as Deputy Chief
Restructuring Officer.
Mr. Perkins is the founder and Chief Executive Officer of SCP, a national
interim management and advisory firm that provides services to middle-market
companies navigating their way through difficult business challenges, and has
more than 20 years of management consulting and advisory experience with
companies undergoing transition. Prior to founding SCP in 2013, Mr. Perkins was
a senior managing director and regional leader of a national consulting firm,
where he was responsible for business development, marketing, staffing, and
general management of the firm's western region. Mr. Halloran is a director at
SCP and reports to Mr. Perkins.
Mr. Perkins, Mr. Halloran and the Company did not enter into, and do not
anticipate entering into, any compensatory arrangements in connection with their
performance as the Company's Chief Restructuring Officer and Deputy Chief
Restructuring Officer that are in addition to any fees paid to SCP in connection
with its services provided to the Company. Other than as described above, there
are no arrangements or understandings between Mr. Perkins, Mr. Halloran and any
other person pursuant to which they were appointed to serve as Chief
Restructuring Officer and Deputy Chief Restructuring Officer of the Company,
respectively. There are no family relationships between Mr. Perkins or Mr.
Halloran and any director or executive officer of the Company. Mr. Perkins and
Mr. Halloran do not have a direct or indirect material interest in any "related
party" transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 8.01 Other Events.
As previously disclosed, the Company engaged Raymond James & Associates, Inc.
("RAJA") as financial advisor to evaluate strategic alternatives. On March 2,
2023, the Company amended and restated its initial engagement letter with RAJA
to broaden its engagement with RAJA and provide that RAJA shall serve as the
Company's sole and exclusive investment banking advisor regarding a potential
business combination, financing or restructuring transaction, including in the
context of a potential chapter 11 proceeding. In the event the Company becomes a
debtor under the United States Bankruptcy Code (as amended from time to time,
the "Bankruptcy Code"), the Company will file an application to retain RAJA
pursuant to Section 328(a) of the Bankruptcy Code.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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