Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Departure
of Officer
On February
13, 2017, Michael Becker, Relmada Therapeutics, Inc.’s (the “Company”) Chief Financial Officer, resigned from
the Company for personal reasons. Mr. Becker’s departure is not related to any issues regarding the Company’s operations,
policies or practices. The Company also entered into a consultant agreement with Mr. Becker, which expires December 15, 2017. Pursuant
to the
agreement, Mr. Becker will provide financial, investor, digital media, and public relations services for the Company.
Appointment
of Officer
On February 16, 2017, the Company named Sergio Traversa
as its Interim Chief Financial Officer (Principal Financial and Accounting Officer). Mr. Traversa currently serves as the Company’s
Chief Executive Officer.
Sergio
Traversa, PharmD, MBA, age 56,
has been our Chief Executive Officer and director since April 2012. Previously, from January
2010 to April 2012 he was the CEO of Medeor Inc., a spinoff pharmaceutical company from Cornell University. From January 2008
to January 2010. Mr. Traversa was a partner at Ardana Capital. Dr. Traversa has over twenty-seven years of experience in the healthcare
sector in the United States and Europe, ranging from management positions in the pharmaceutical industry to investing and strategic
advisory roles. He has held financial analyst, portfolio management and strategic advisory positions at large U.S. investment
firms specializing in healthcare, including Mehta, Isaly and Mehta Partners, ING Barings, Merlin BioMed and Rx Capital. Mr. Traversa
was a founding partner of Ardana Capital, a pharmaceutical and biotechnology investment advisory firm. In Europe, he held the
position of Area Manager for Southern Europe of Therakos Inc., a cancer and immunology division of Johnson & Johnson. Prior
to Therakos, Mr. Traversa was at Eli Lilly, where he served as Marketing Manager of the Hospital Business Unit. He was also a
member of the CNS (Central Nervous System) team at Eli Lilly, where he participated in the launch of Prozac and the early development
of Zyprexa and Cymbalta. Mr. Traversa started his career as a sales representative at Farmitalia Carlo Erba, the largest pharmaceutical
company in Italy, now part of Pfizer. Mr. Traversa is also a board member of Actinium Pharmaceuticals, Inc. and previously served
as interim CEO and CFO of Actinium. Mr. Traversa holds a Laurea degree in Pharmacy from the University of Turin (Italy) and an
MBA in Finance and International Business from the New York University Leonard Stern School of Business.
Family
Relationships
There
are no family relationships between our directors and officers.
Transactions
with Related Persons
The
Company does not have any related party transactions with Mr. Traversa, other than an employment agreement with the Company.
Compensatory
Plans with Mr. Traversa
Effective
August 5, 2015, the Company and Sergio Traversa entered into an amended and restated agreement (the “Employment Agreement”),
to employ Mr. Traversa (“Employee”) as the Company’s Chief Executive Officer. The term of the agreement is three
years provided that Mr. Traversa’s employment with the Company will be on an “at will” basis, meaning that either
Mr. Traversa or the Company may terminate your employment at any time for any reason or no reason, without further obligation
or liability, except as provided in the Employment Agreement.
Salary
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Mr. Traversa’s current annual base salary is $350,000.
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Bonus
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Mr. Traversa shall be entitled to participate in an
executive bonus program, which shall be established by the board pursuant to which the board shall award bonuses to Mr. Traversa,
based upon the achievement of written individual and corporate objectives such as the board shall determine. Upon the attainment
of such performance objectives, in addition to base salary, Mr. Traversa shall be entitled to a cash bonus in an amount to be
determined by the board with a target of forty percent (40%) of the base salary.
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Options
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During the term of the agreement, Mr. Traversa may also
be awarded grants under the Company’s 2014 Stock Option and Equity Incentive Plan, as amended, subject to board approval.
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Termination
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Termination for death or disability or cause
.
In the event that employment is terminated because of death or disability, the Company’s only obligation to Mr. Traversa
shall be to pay earned, but unpaid, base salary (as of the date of termination) and provide to Mr. Traversa, if eligible, with
the option to elect health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
provided that upon termination of employment due to death, Mr. Traversa’s estate also shall be entitled to receive a single
lump sum payment equal to three (3) months of base salary, payable within 30 days of your death. Upon termination of employment
for cause (as defined in the Employment Agreement). Mr. Traversa shall be paid any accrued and unpaid base salary and benefits
through the date of termination and shall have no further rights to any compensation or any other benefits under the agreement
or otherwise.
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Termination of Employment Other Than for Cause or
Resignation for Good Reason (Not in Connection with a Change in Control)
. If the Company terminates employment other than
for cause or if he resigns for Good Reason (as defined in the Employment Agreement), Mr. Traversa shall be entitled to (i) a single
lump sum payment equal to 24 months of compensation (at the rate in effect as of the date of termination), (ii) continued health
benefits for the 24-month period beginning on the date of termination, and (iii) all outstanding equity awards granted under the
Company’s equity compensation plans shall become immediately vested and exercisable (as applicable) as of the date of such
termination and the performance goals with respect to such outstanding performance awards, if any, will deemed satisfied at “target”.
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●
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Change in Control
. If the Company terminates
employment other than for cause or if Mr. Traversa resigns for Good Reason (as defined in the Employment Agreement), in any case
during the 12-month period beginning on the date of a Change in Control (as defined in the 2014 Equity Incentive Plan, as amended),
Mr. Traversa shall be entitled to (i) a single lump sum payment equal to thirty (30) months of your compensation (at the rate
in effect as of the date of termination), (ii) continued health benefits for the 24-month period beginning on the date of termination,
(iii) all outstanding equity awards granted to Mr. Traversa under the Company’s equity compensation plans shall become immediately
vested and exercisable (as applicable) as of the date of such termination and the performance goals with respect to such outstanding
performance awards, if any, will deemed satisfied at “target”.
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Non-Solicitation
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Mr. Traversa agreed that during the term of employment
with the Company, and for a period of 24 months following the cessation of employment with the Company for any reason or no reason,
Mr. Traversa shall not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants
to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity.
For a period of 24 months following cessation of employment with the Company for any reason or no reason, Mr. Traversa shall not
attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services or
to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct
his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with
the business of the Company.
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Indemnification
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Mr. Traversa entered into an Indemnification Agreement
with the Company on the effective date whereby the Company agreed to indemnify Mr. Traversa in certain situations.
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A
copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The above description
is only a summary of the terms of Employment Agreement and does not purport to be complete description of such document, and is
qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as an exhibit hereto and which
is incorporated by reference in this Item 5.02.