RETROPHIN, INC. (NASDAQ:RTRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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RETROPHIN, INC. (NASDAQ:RTRX) 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.

(d) On April 10, 2017, the Board of Directors (the “Board”) of Retrophin, Inc. (the “Company”) approved an increase to the size of the Board from eight to nine directors and appointed Ron Squarer to serve as a director of the Company, effective immediately. The size of the Board will be reduced to eight members at the Company’s 2017 Annual Meeting of Stockholders, when Cornelius Golding’s term as a director will expire. Mr. Squarer’s potential Board committee appointments have not been formally determined as of the date of filing this Current Report on Form 8-K.
In accordance with the Company’s non-employee director compensation program, upon his appointment as a director, Mr. Squarer received a nonqualified stock option to purchase 17,500 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of grant, and a restricted stock unit covering 4,375 shares of the Company’s common stock, each of which will vest and become exercisable over a three year period following the date of grant. Additionally, Mr. Squarer will be entitled to receive a $45,000 annual retainer for his service as a director and an additional committee retainer if he is appointed to a committee of the Board.
At each Annual Meeting of Stockholders following which Mr. Squarer’s term as a director continues, starting with the Company’s 2018 Annual Meeting of Stockholders, Mr. Squarer will be entitled to receive a nonqualified stock option to purchase 10,000 shares of the Company’s common stock, and a restricted stock unit covering 2,500 shares of the Company’s common stock, each of which will vest and become exercisable over a one year period following the date of grant. The Company is not aware of any transaction involving Mr. Squarer requiring disclosure under Item 404(a) of Regulation S-K.
(e) On April 11, 2017, the Company entered into an Amendment to Employment Agreement with each of the Company’s executive officers (collectively, the “Amendments”), amending the following Employment Agreements: (i) the Employment Agreement dated March 3, 2015 by and between the Company and Stephen Aselage, (ii) the Employment Agreement dated March 3, 2015 by and between the Company and Laura Clague, (iii) the Employment Agreement dated October 24, 2016 by and between the Company and Neil McFarlane (the “McFarlane Agreement”), (iv) the Employment Agreement dated February 6, 2017 by and between the Company and Elizabeth Reed, and (v) the Employment Agreement dated February 13, 2017 by and between the Company and William Rote (collectively the “Employment Agreements”). The Amendments amend the respective Employment Agreement to (i) expand the period of time from 30 days to three months during which, if the executive officer’s employment is terminated prior to a change in control of the Company, such executive officer will be eligible for severance benefits under Section 6.8 of the applicable Employment Agreement, (ii) expand the period of time from six months to twelve months during which, if the executive officer’s employment is terminated following a change in control of the Company, such executive officer will be eligible for severance benefits under Section 6.8 of the applicable Employment Agreement, and (iii) with respect to the McFarlane Agreement, provide, in conformity with the benefits provided to the Company’s other executive officers, that upon a termination due to a disability, upon a termination without cause or upon Mr. McFarlane’s resignation as a result of a constructive termination, the vesting of all outstanding stock awards held by Mr. McFarlane will be accelerated as if Mr. McFarlane had continued to render services to the Company for 12 continuous months after the date of Mr. McFarlane’s termination of employment.
The foregoing description of the terms of the Amendments is qualified in its entirety by reference to the Amendments, which will be filed by the Company as exhibits to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

About RETROPHIN, INC. (NASDAQ:RTRX)

Retrophin, Inc. is a biopharmaceutical company focused on the development, acquisition and commercialization of therapies for the treatment of serious, catastrophic or rare diseases. It sells three products, including Chenodal (chenodeoxycholic acid), Cholbam (cholic acid) and Thiola (tiopronin). Its Chenodal is approved in the United States for the treatment of patients suffering from gallstones in whom surgery poses an unacceptable health risk due to disease or advanced age. Chenodal has also been care for cerebrotendinous xanthomatosis (CTX) patients. Its Cholbam is approved in the United States for the treatment of bile acid synthesis disorders due to single enzyme defects and is further indicated for adjunctive treatment of patients with peroxisomal disorders. Its Thiola is approved in the United States for the prevention of cystine (kidney) stone formation in patients with severe homozygous cystinuria. Its product candidates include Sparsentan, RE-024, RE-034 and NGLY1.

RETROPHIN, INC. (NASDAQ:RTRX) Recent Trading Information

RETROPHIN, INC. (NASDAQ:RTRX) closed its last trading session up +0.21 at 18.19 with 207,914 shares trading hands.