Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Officer
On March 9, 2020, the Board of Directors
of Relmada Therapeutics, Inc. (“Relmada” or the “Company”) appointed Thomas Wessel, M.D., Ph.D, as the Company’s Executive Vice President, Head of Research
and Development.
A brief description of the background and business experience
of Dr. Wessel is as follows:
Thomas C. Wessel, M.D., Ph.D., age 64, has been our Executive Vice
President, Head of Research and Development since March 9, 2020. Dr. Wessel is a board-certified neurologist
with extensive drug development experience, including medical lead for three CNS products approved in the United States: Razadyne®,
Lunesta® and Ampyra®. Over the last decade, he served as Chief Medical Officer (CMO) for Acorda Therapeutics from
November 2008 to September 2011, Flex Pharma from December 2014 to July 2018 and more recently at Asceneuron from November 2018
to October 2019. He was also a CMO consultant with Verge Genomics in San Francisco from December 2019 to March 2020. Dr.
Wessel gained extensive experience in the development of CNS active isomers as Senior Vice President of Clinical Research at Sepracor
from September 2007 to October 2008. He also worked on several development projects in neurology and psychiatry at Janssen Pharmaceutical
(Johnson & Johnson) in Europe and the United States. Dr. Wessel received his M.D. from the Ludwig-Maximilians-University
in Munich, Germany, and his Ph.D. in experimental neurobiology at the Max-Planck-Institute for Psychiatry in Martinsried,
Germany. Dr. Wessel completed his residency in neurology at New York Hospital and Memorial Sloan-Kettering Cancer Center
(Department of Neurology at Weill Cornell University Hospital) where he remained on the faculty for several years as
an Instructor and Assistant Professor before joining the industry.
There is no arrangement or understanding
between Dr. Wessel and any other person pursuant to which he was selected as an officer of the Company.
Family Relationships
There are no family relationships between Dr. Wessel and any
of our directors or officers.
Transactions with Related Persons
The Company does not have any related party
transactions with Dr. Wessel within the meaning of Item 404(a) of Regulation S-K.
Summary of Employment
Agreement
On March 7, 2020, the Company and Dr. Wessel
entered into an employment agreement (the “Wessel Employment Agreement”). Pursuant to the Wessel Employment Agreement,
Dr. Wessel and the Company agreed to the following:
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Salary is $475,000 per year, and a sign on bonus of $50,000,
with a yearly target bonus of 40% of the base salary.
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Dr. Wessel’s. employment with the
Company will be on an “at will” basis meaning that either Dr. Wessel 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.
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Dr. Wessel may also be entitled to certain severance payments.
In the event of termination other than for cause, Dr. Wessel 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. Dr. Wessel was granted an initial option grant of 350,000 shares which vest over a four year period pursuant
to the terms of the Company’s stock plan.
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Dr. Wessel 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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Indemnification.
Dr. Wessel and the Company also entered into the Company’s standard indemnification agreement where the Company agreed to
indemnify Dr. Wessel in certain circumstances.
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The foregoing summary does not purport
to be complete and is qualified in its entirety by reference to the Wessel Employment Agreement which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
Departure of Officer
On
March 6, 2020, Dr. Ottavio Vitolo, who served as Relmada’s Chief Medical Officer and Head of Research and Development,
left the company to pursue other opportunities. Relmada is grateful for Dr. Vitolo’s contributions to the Company
and wishes him the best of luck in his future endeavors. The Company agreed to pay Dr. Vitolo severance of $200,000 in accordance
with his employment contract. If Dr. Vitolo elects COBRA continuation coverage under the Company’s group health plan, he
shall only be required to pay active employee rates, as in effect from time to time, for six months. At the conclusion of this
period, shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for
the remainder of the applicable COBRA continuation period.