Business Context and Reporting Period
This Form 8-K Current Report was filed by Relmada Therapeutics, Inc. on January 10, 2020, covering events that occurred on January 9, 2020. The filing primarily addresses significant changes in executive leadership and the execution of new employment agreements under Item 5.02.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The filing reports the following material changes in corporate governance and personnel:
- Departure of Officer: Charles Ence resigned as Chief Financial Officer (CFO) to assume the role of Chief Accounting and Compliance Officer. His previous consulting agreement was terminated.
- Appointment of Officer: Maged Shenouda, R.Ph, MBA, was appointed as the new Chief Financial Officer. Concurrently, Mr. Shenouda resigned from his position as a director of the Company.
- Executive Agreements: New or amended employment agreements were executed for the new CFO, the new Chief Accounting and Compliance Officer, and the Chief Executive Officer.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or management commentary regarding business operations or risks. It details the specific terms of the new executive compensation packages:
- Maged Shenouda (CFO): Annual salary of $395,000 with a target cash bonus of 40% of base salary. Severance includes 6 months of compensation for termination without cause or resignation for good reason.
- Charles Ence (Chief Accounting and Compliance Officer): Annual salary of $275,000 with a target cash bonus of 40% of base salary. He received a $100,000 sign-on bonus. Severance includes 6 months of compensation for termination without cause or resignation for good reason.
- Sergio Traversa (CEO): Amended agreement sets annual salary at $600,000 with a target cash bonus of 50% of base salary. Severance includes 24 months of compensation for termination without cause or resignation for good reason, and 30 months in connection with a change of control.
- Common Provisions: All agreements are "at-will," include eligibility for stock option grants under the 2014 Stock Plan, and contain a 24-month non-solicitation clause post-employment.
Investor Verification Checklist
- Verify the transition of financial oversight from Charles Ence to Maged Shenouda and the potential impact on financial reporting continuity.
- Review the total annualized compensation cost for the executive team, including base salaries and target bonuses.
- Assess the potential liability exposure related to the severance provisions, particularly the 24-30 month payout for the CEO in a change of control scenario.
- Confirm the status of Mr. Shenouda's director options and their vesting schedule following his transition to an officer role.