Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Directors
On December 19, 2019, the Company's board of directors appointed Eric Schmidt as
a Class I director of the Company and John Glasspool as a Class III director.
Dr. Schmidt will also be the Chairman of the Company's Audit Committee and a
member of the Company's Corporate Governance and Nominating Committee. Mr.
Glasspool will be a member of the Company's Compensation Committee and Chairman
of the Company's Corporate Governance and Nominating Committee.
A brief description of the background and business experience of Dr. Schmidt and
Mr. Glasspool is as follows:
Eric Schmidt, Ph.D., 51, has been a Director of the Company since December 19,
2019. Dr. Schmidt is also the Chairman of the Company's Audit Committee and a
member of the Company's Corporate Governance and Nominating Committee. He has
served as the Chief Financial Officer of Allogene Therapeutics, Inc. since June
2018. Prior to joining Allogene Therapeutics, Dr. Schmidt was a Managing
Director and Senior Research Analyst at Cowen and Company, LLC. He joined Cowen
as a Research Analyst in 1998 where he covered biotechnology stocks until June
2018. He was previously a Vice President and Research Analyst for UBS
Securities. Before joining UBS in 1995, he co-founded Cambridge Biological
Consultants, a scientific consulting and research firm. Dr. Schmidt obtained a
Bachelor of Arts in Chemistry from the University of Pennsylvania and a Ph.D. in
Biology from the Massachusetts Institute of Technology. That Dr. Schmidt brings
over 25 years of biotechnology and financial experience to our Board of
Directors, having served in various executive-level positions over the course of
his career, and that he has developed significant management and leadership
skills relating to the pharmaceutical industry led us to conclude that Dr.
Schmidt should serve as a director.
John Glasspool, 58,has been a Director of the Company since December 19, 2019.
Mr. Glasspool is also a member of the Company's Compensation Committee and
Chairman of the Company's Corporate Governance and Nominating Committee. He has
been CEO and member of the Board of Directors of Anthos Therapeutics since
February 2019. He is also has been a member of the Board of Directors of Dalcor
Corporation since May 2017, and a senior advisor to MIT since October 2016. From
June 2017 to October 2018, he was a consultant for Roivant Sciences. From July
2015 to January 2017, Mr. Glasspool was the Executive Vice President, Head of
Corporate Strategy and Customer Operations at Baxalta Incorporated, formerly
Baxter BioScience. From August 2012 to June 2015, he was Vice President,
Emerging Therapies and Market Development at Baxter Bioscience. Mr. Glasspool
obtained a Bachelor of Arts degree from the University of Staffordshire and a
degree in Business Administration from Oxford University.That Mr. Glasspool
brings over 25 years of biotechnology experience to our Board of Directors,
having served in various executive-level positions over the course of his
career, and that Mr. Glasspool has developed significant management and
leadership skills relating to the pharmaceutical industry led us to conclude
that Mr. Glasspool should serve as a director.
Term of Office
Dr. Schmidt shall remain as a director of the Company until his resignation or
successor, if any, is elected or qualified. Dr. Schmidt shall be classified as a
Class I director. Mr. Glasspool shall remain as a director of the Company until
his resignation or successor, if any, is elected or qualified. Mr. Glasspool
shall be classified as a Class III director.
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 Dr. Schmidt or Mr.
Glasspool.
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Director Agreements
Eric Schmidt
Effective December 19, 2019, Dr. Schmidt and the Company entered into a director
agreement (the "Schmidt Agreement"). Pursuant to the Agreement, Dr. Schmidt will
be entitled to a compensation of $60,000 per year, payable in quarterly
installments. for his services as a director of the Company. He was also granted
200,000 options (the "Options") to purchase shares of the Company's common
stock. The Options shall have a term of 10 years and the exercise price of the
Options shall be equal to the share price of the common stock on his start date
as a director, December 19, 2019. The Options shall vest as follows: twenty-five
percent (25%) shall vest on the first anniversary of the grant date and the
remaining seventy-five percent (75%) shall thereafter vest in equal quarterly
increments of 6.25% of the initial option grant over the following three year
period. Dr. Schmidt will also be the Chairman of the Company's Audit Committee
and a member of the Company's Corporate Governance and Nominating Committee,
receiving an annual committee fee of $20,000 and $7,000, respectively.
Dr. Schmidt also entered into an Indemnity Agreement (the "Schmidt Indemnity
Agreement") with the Company, whereby the Company agreed to indemnify Dr.
Schmidt in certain situations in connection with his role as a director for the
Company.
The foregoing summaries do not purport to be complete and are qualified in their
entirety by reference to the Schmidt Agreement and the Schmidt Indemnity
Agreement which is filed as Exhibit 10.1 and 10.2, respectively, to this Current
Report on Form 8-K.
John Glasspool
On December 19, 2019, Mr. Glasspool and the Company entered into a director
agreement (the "Glasspool Agreement"). Pursuant to the Agreement, Mr. Glasspool
will be entitled to a compensation of $60,000 per year, payable in quarterly
installments. for his services as a director of the Company. Mr. Glasspool was
also granted 200,000 options (the "Options") to purchase shares of the Company's
common stock. The Options shall have a term of 10 years and the exercise price
of the Options shall be equal to the share price of the common stock on his
start date as a director, December 19, 2019. The Options shall vest as follows:
twenty-five percent (25%) shall vest on the first anniversary of the grant date
and the remaining seventy-five percent (75%) shall thereafter vest in equal
quarterly increments of 6.25% of the initial option grant over the following
three year period. Mr. Glasspool will also be a member of the Company's
Compensation Committee and Chairman of the Company's Corporate Governance and
Nominating Committee, receiving an annual committee fee of $7,000 and $14,500,
respectively.
Mr. Glasspool also entered into an Indemnity Agreement (the "Glasspool Indemnity
Agreement") with the Company, whereby the Company agreed to indemnify Mr.
Glasspool in certain situations in connection with his role as a director for
the Company.
The foregoing summaries do not purport to be complete and are qualified in their
entirety by reference to the Glasspool Agreement and the Glasspool Indemnity
Agreement which is filed as Exhibit 10.3 and 10.4, respectively, to this Current
Report on Form 8-K.
. . .
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal
Year.
On December 19, 2019, the Board of Directors of the Company approved a change to
its end of fiscal year from June 30 to December 31. The change in fiscal year
will become effective for the Company's 2020 fiscal year, which will begin
January 1, 2020 and end December 31, 2020. The Company plans to file a
transition report on Form 10-KT for the six-month period from July 1, 2019
through December 31, 2019 within the time period prescribed by the Securities
and Exchange Commission.
Item 8.01 Other Events.
The Company issued a press release announcing the appointment of Dr. Schmidt and
Mr. Glasspool to the Company's Board, a copy of which is filed as Exhibit 99.1
to this report.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Director Agreement, effective December 19, 2019, by and between Eric
Schmidt and Relmada Therapeutics, Inc.
10.2 Indemnity Agreement, effective December 19, 2019, by and between Eric
Schmidt and Relmada Therapeutics, Inc.
10.3 Director Agreement, effective December 19, 2019, by and between John
Glasspool and Relmada Therapeutics, Inc.
10.4 Indemnity Agreement, effective December 19, 2019, by and between John
Glasspool and Relmada Therapeutics, Inc.
99.1 Press Release, dated December 20, 2019
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