Business Context and Reporting Period
This Form 8-K Current Report was filed by Relmada Therapeutics, Inc. on April 2, 2018. The filing reports the appointment of a new named executive officer and the entry into a material definitive employment agreement.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes
On April 2, 2018, the Company appointed Dr. Ottavio V. Vitolo as Senior Vice President, Head of R&D, and Chief Medical Officer. Dr. Vitolo brings 20 years of experience in pre-clinical and clinical research, with prior roles at Homology Medicines, Pfizer, and Shire Human Genetic Therapies.
Management Commentary and Compensation Details
The Company entered into an Employment Agreement with Dr. Vitolo effective April 2, 2018. Key terms include:
- Base Salary: $330,000 per year.
- Signing Bonus: $20,000.
- Target Cash Bonus: 40% of base salary, determined by the board.
- Equity Grant: Option to purchase 300,000 common shares at the closing price on April 2, 2018.
- Vesting Schedule: 25% vests on the first anniversary; the remaining 75% vests in equal quarterly increments of 6.25% over the subsequent three years.
- Severance: Six months of base salary and health benefits upon termination other than for cause.
- Restrictions: A 24-month non-solicitation period following employment cessation.
Dr. Vitolo will continue his roles as Assistant Psychiatrist at Massachusetts General Hospital and Instructor at Harvard Medical School.
Investor Verification Checklist
- Verify the closing stock price on April 2, 2018, to determine the exercise price of the 300,000 share option grant.
- Review the upcoming Form 10-Q for the quarter ended March 31, 2018, for the full text of the Employment and Indemnification Agreements.
- Assess the impact of the new executive's background in gene therapy and rare diseases on the Company's current clinical pipeline.
- Confirm the Company's cash position to ensure it can support the new executive's compensation package and ongoing R&D operations.