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 January 9, 2020, Charles Ence resigned
as Chief Financial Officer of Relmada Therapeutics, Inc. (the “Company”) to become the Company’s Chief Accounting
and Compliance Officer. There was no disagreement between Mr. Ence and the Company on any matter relating to the Company’s
operations, policies or practices. On January 9, 2020, Mr. Ence’s Consulting Agreement, dated July 29, 2019, with the Company
was terminated and Mr. Ence entered into an Employment Agreement with the Company as Chief Accounting and Compliance Officer, which
is described below.
Appointment of Officer
On January 9, 2020, the Board of Directors
of Relmada of the Company appointed Maged Shenouda, R.Ph, MBA as the Company’s
Chief Financial Officer (Principal Financial and Accounting Officer). Mr. Shenouda also resigned as a director of the Company on
January 9, 2020. There was no disagreement between Mr. Shenouda and the Company on any matter relating to the Company’s operations,
policies or practices.
A brief description of the background and business experience
of Mr. Shenouda is as follows:
Maged Shenouda, R.Ph, MBA, age 55, has been our Chief Financial
Officer since January 2020. He was also our director from November 2015 to January 2020. During his time as a director with the
Company Mr. Shenouda was a member of the Audit Committee and Compensation Committee, and is Chairman of the Corporate Governance
and Nominating Committee. Mr. Shenouda has over 25 years of biotechnology and equity research experience. From September 2017 to
November 2019, Mr. Shenouda was the Chief Financial Officer of AzurRx Biopharma, Inc. where he also served as a Director from October
2015 to October 2019. Prior to this Mr. Shenouda was the Head of Business Development and Licensing at Retrophin, Inc. from January
2014 to November 2014. Prior to that, he spent the bulk of his career as an equity analyst. He has held senior level positions
at UBS, JP Morgan and Stifel Nicolaus, covering a broad range of small and large capitalization biotechnology companies. Mr. Shenouda
started his sell-side equity research career at Citigroup and Bear Stearns where his coverage universe focused on U.S and European
pharmaceutical companies. Before entering Wall Street, he was a management consultant with PricewaterhouseCoopers Pharmaceutical
Consulting practice and also spent time in pharmaceutical sales, having worked as a hospital representative and managed care specialist
for Abbott Laboratories Pharmaceutical Products Division. He earned a B.S. in Pharmacy from St. John’s University and is
a registered pharmacist in New Jersey and California. He also received an M.B.A from Rutgers Graduate School of Management.
There is no arrangement or understanding between Mr. Shenouda
and any other person pursuant to which he was selected as an officer of the Company.
Family Relationships
There are no family relationships between Mr. Shenouda and any
of our directors or officers.
Transactions with Related Persons
The Company does not have any related party transactions with
Mr. Shenouda within the meaning of Item 404(a) of Regulation S-K.
Agreements
Maged Shenouda, Chief Financial Officer
On January 9, 2020, the Company and Mr.
Shenouda entered into an employment agreement (the “Shenouda Employment Agreement”). Pursuant to the Shenouda Employment
Agreement, Mr. Shenouda and the Company agreed to the following:
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Salary is $395,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 40% of the base salary.
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Mr. Shenouda’s. employment
with the Company will be on an "at will" basis meaning that either Mr. Shenouda or the Company may terminate his employment
at any time for any reason or no reason, upon written notification to the other party, without further obligation or liability,
except as provided in the agreement.
Mr. Shenouda may also be entitled to certain
severance payments. Upon termination of Mr. Shenouda’s employment due to death, his estate also shall be entitled to receive
a single lump sum payment equal to three (3) months base salary, payable within 30 days of his death. In the event of termination
other than for cause, resignation for good reason, or in connection with a change of control, Mr. Shenouda will be entitled to
severance equal to six months of compensation and health benefits.
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During the term of the agreement, he may also be awarded grants under the Company’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Stock Plan”), subject to Board approval. Mr. Shenouda’s options granted to him as a Director of the Company shall continue to vest in accordance with the terms of the Stock Plan, so long as he remains employed by the Company.
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Mr. Shenouda is also eligible to participate in the Company’s benefit plans that are generally provided for executive employees.
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Non-Solicitation. The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of employment and for a period of 24 months following the cessation of employment with the Company he 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.
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The foregoing summary does not purport
to be complete and is qualified in its entirety by reference to the Shenouda Employment Agreement which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
Charles Ence, Chief Accounting and Compliance
Officer
On January 9, 2020, the Company and Mr.
Ence entered into an employment agreement (the “Ence Employment Agreement”). Pursuant to the Ence Employment Agreement,
Mr. Ence and the Company agreed to the following:
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Salary is $275,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 40% of the base salary. Mr. Ence was also awarded a sign on bonus of $100,000.
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Mr. Ence’s. employment
with the Company will be on an "at will" basis meaning that either Mr. Ence or the Company may terminate his employment
at any time for any reason or no reason, upon written notification to the other party, without further obligation or liability,
except as provided in the agreement.
Mr. Ence may also be entitled to certain
severance payments. Upon termination of Mr. Ence’s employment due to death, his estate also shall be entitled to receive
a single lump sum payment equal to three (3) months base salary, payable within 30 days of his death. In the event of termination
other than for cause, resignation for good reason, or in connection with a change of control, Mr. Ence will be entitled to severance
equal to six months of compensation and health benefits.
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During the term of the agreement, he 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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Mr. Ence is also eligible to participate in the Company’s benefit plans that are generally provided for executive employees.
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Non-Solicitation. The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of employment and for a period of 24 months following the cessation of employment with the Company he 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.
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The foregoing summary does not purport
to be complete and is qualified in its entirety by reference to the Ence Employment Agreement which is filed as Exhibit 10.2 to
this Current Report on Form 8-K.
Sergio Traversa, Chief Executive Officer
On January 9, 2020, the Company and Mr.
Traversa entered into an Amended and Restated Employment Agreement (the “Traversa Employment Agreement”). The parties
entered into an Amended and Restated Employment Agreement on August 5, 2015 which is amended and restated pursuant to the Traversa
Employment Agreement. Pursuant to the Traversa Employment Agreement, Mr. Traversa and the Company agreed to the following:
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Salary is $600,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 50% of the base salary.
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Mr. Traversa may also be entitled to certain severance payments. Upon termination of Mr. Traversa’s employment due to death, his estate also shall be entitled to receive a single lump sum payment equal to three (3) months base salary, payable within 30 days of his death. In the event of termination other than for cause or resignation for good reason Mr. Traversa will be entitled to severance equal to twenty four (24) months of compensation and health benefits. In the event of termination in connection with a change of control, Mr. Traversa will be entitled to severance equal to thirty (30) months of compensation and health benefits.
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During the term of the agreement, he 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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Mr. Traversa is also eligible to participate in the Company’s benefit plans that are generally provided for executive employees.
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Non-Solicitation. The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of employment and for a period of 24 months following the cessation of employment with the Company he 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.
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The foregoing summary does not purport
to be complete and is qualified in its entirety by reference to the Ence Employment Agreement which is filed as Exhibit 10.3 to
this Current Report on Form 8-K.