Business Context and Reporting Period
This Form 8-K Current Report was filed by Relmada Therapeutics, Inc. on July 29, 2019. The filing primarily addresses the appointment of a new Chief Financial Officer and the execution of related employment agreements.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only financial figures disclosed relate to the compensation package for the newly appointed officer:
- Monthly Base Fee: $20,000
- Contingent Cash Bonus: $60,000 (payable upon Nasdaq listing approval by January 31, 2020)
- Equity Grant: Option to purchase 100,000 shares of common stock
Material Changes
The material change reported is the appointment of Charles S. Ence, MBA-CPA, as Chief Financial Officer (Principal Financial and Accounting Officer), effective July 29, 2019. Mr. Ence replaces the previous financial leadership structure with a new consulting arrangement.
Guidance, Outlook, and Management Commentary
Management Commentary and Agreements:
- Term: The initial term runs from July 29, 2019, to January 31, 2020, with automatic three-month renewals thereafter. Either party may terminate with 30 days' written notice.
- Performance Conditions: The $60,000 bonus and the vesting of the 100,000 stock options are contingent on the Company's common stock being approved for listing on the Nasdaq Stock Market LLC by January 31, 2020.
- Acceleration: If the Company terminates Mr. Ence without cause before January 31, 2020, the bonus becomes payable and the options vest immediately.
- Background: Mr. Ence brings experience as CFO of New Age Beverages Corp/Xing Beverages, LLC (2003–2019) and previously held senior finance roles at Quantum Corp, On Command Corp, and PepsiCo.
Risks and Contingencies: The filing notes a non-solicitation provision preventing Mr. Ence from recruiting Company employees for 24 months post-termination. No other specific risks or contingencies are detailed in this report.
Investor Verification Checklist
- Verify the Company's current status regarding Nasdaq listing approval, as this triggers significant compensation costs ($60,000 bonus + 100,000 options).
- Confirm the exercise price of the 100,000 stock options, which is set at the closing price on July 29, 2019.
- Review the full text of the Consulting Agreement (Exhibit 10.1) for detailed termination clauses and indemnification terms.
- Monitor future filings for the Company's financial position, as this 8-K contains no liquidity or debt data.