DMPI DelMar Pharmaceuticals Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Increase in Shares Authorized under Incentive Plan

On September 5, 2019, the Board of Directors (the “Board”) of DelMar Pharmaceuticals, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2017 Omnibus Equity Incentive Plan (the “Incentive Plan”). The amendment increases the maximum total number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance thereunder from 780,000 to 2,280,000. The Board believes that the increase is vital to enable the Company to continue to attract, retain and incentivize qualified individuals who can assist the Company in executing its corporate strategy. The amendment is conditioned on stockholder approval at the next annual meeting of stockholders. A copy of the amendment is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Stock Option Grants

On September 5, 2019, the Board approved grants of stock options to purchase Common Stock to its executive officers and directors under the Incentive Plan, all with an exercise price of $0.61 per share. Specifically, the Board approved a grant of 457,650 stock options to Saiid Zarrabian, the Company’s President and Chief Executive Officer, of which 241,438 stock options were granted subject to stockholder approval of the Amendment. 1/6th of the stock options vest on March 5, 2020 with the remaining stock options vesting in equal monthly installments over a period of 30 months commencing on April 5, 2020. The Board also approved grants of 108,366 stock options and 100,000 stock options to Scott Praill, the Company’s Chief Financial Officer, and Dennis Brown, the Company’s Chief Scientific Officer, respectively, of which 57,170 stock options and 52,756 stock options, respectively, were granted subject to stockholder approval of the Amendment. Such stock options have the same vesting schedule as the stock options granted to Mr. Zarrabian. In addition, the Board approved a grant of 75,000 stock options to each of the Company’s five non-employee directors, of which 39,567 stock options were granted subject to stockholder approval of the Amendment. The stock options granted to the directors vest in 12 equal monthly installments beginning on October 5, 2019.

All of the stock options approved by the Board have a 10 year term and are subject to cancellation upon the grantees’ termination of service for the Company, with certain exceptions.