RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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. Beckers departure is not related to any
issues regarding the Companys operations, policies or practices.
The Company also entered into a consultant agreement with Mr.
Becker, which expires December 15, 2017. 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
Companys 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 Companys
Chief Executive Officer. The term of the agreement is three years
provided that Mr. Traversas 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
| Mr. Traversas current annual base salary is $350,000. |
Bonus
|
Mr. Traversa shall be entitled to participate in an executive bonus program, which shall be established by the board 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. |
Options
|
During the term of the agreement, Mr. Traversa may also be awarded grants under the Companys 2014 Stock Option and Equity Incentive Plan, as amended, subject to board approval. |
Termination
|
Termination for death or disability or cause. In the event that employment is terminated because of death or disability, the Companys 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. Traversas 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. |
|
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 Companys 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. |
|
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 Companys 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. |
Non-Solicitation
|
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 Companys 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 Companys 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. |
Indemnification
|
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. |
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Amended and Restated Employment Agreement, dated August 5, 2015, by and between Relmada Therapeutics, Inc. and Sergio Traversa (incorporated by reference to Exhibit 10.4 of Relmadas Form 8-K filed with the SEC on August 7, 2015). |
About RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD)
Relmada Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing a pipeline of drug candidates to treat chronic pain. Its product candidates include d-Methadone (dextromethadone, REL-1017), LevoCap ER (REL-1015), BuTab (REL-1028) and MepiGel (REL-1021). Its d-Methadone is an N-methyl-D-aspartate (NMDA) receptor antagonist being developed for the treatment of neuropathic pain. Its REL-1015 is an extended release, abuse deterrent formulation of the opioid analgesic levorphanol, which is pharmacologically differentiated from morphine, oxycodone and other opioids for the management of pain severe enough to require daily, around-the-clock and long-term opioid treatment. REL-1028 represents formulations of oral, modified release buprenorphine being developed for both chronic pain and opioid dependence indications. REL-1021 is a topical dosage form of the local anesthetic mepivacaine for the treatment of painful peripheral neuropathies. RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD) Recent Trading Information
RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD) closed its last trading session up +0.07 at 1.10 with shares trading hands.
