Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Principal Executive Officer

As previously reported in the Original 8-K, the Board appointed Dr. Jeffrey M. Dayno as the Company's Interim President and Chief Executive Officer ("CEO"), effective January 6, 2023. Dr. Dayno will remain as the Company's Chief Medical Officer while serving as Interim President and CEO.

In connection with Dr. Dayno's appointment as Interim President and CEO, on January 23, 2023, the Company executed a Promotion Letter Agreement with Dr. Dayno (the "Letter Agreement"), which provides that Dr. Dayno will receive (i) an annual base salary of $530,000 and (ii) a target annual bonus opportunity of 75% of his annual base salary. In addition, the Letter Agreement provides that Dr. Dayno will be paid a one-time cash bonus of $300,000 upon the earlier of (i) June 30, 2024 and (ii) the closing of a change in control event for the Company, subject to Dr. Dayno's continued employment through such earlier date. In the event of the Board's appointment of a permanent CEO or Dr. Dayno's cessation as Interim President and CEO, the Letter Agreement will become null and void and Dr. Dayno shall again serve only as Executive Vice President, Chief Medical Officer of the Company, but maintain an annual base salary of $530,000 and a target annual bonus equal to 75% of his annual base salary.

The changes described above are effective as of Dr. Dayno's appointment to Interim President and CEO on January 6, 2023.

The foregoing description of the Letter Agreement is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Appointment of Executive Chairman

As previously reported in the Original 8-K, in connection with Mr. John Jacobs' resignation from the Company and the Board and to provide the Company with additional support and oversight during the transition period, the Board appointed Jeffrey S. Aronin, currently Chairman of the Board, as the Company's Executive Chairman, effective January 6, 2023.

In connection with Mr. Aronin's appointment, on January 17, 2023, the Board approved an annual cash payment of $500,000 to Mr. Aronin in consideration for his role as Executive Chairman. The cash payment will be pro-rated for any partial year of service and will be paid on a quarterly basis in arrears within 30 days following the end of each calendar quarter for so long as Mr. Aronin serves in the role of Executive Chairman.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.               Description
10.1                        Promotion Letter Agreement, dated January 23, 2023, between Harmony
                          Biosciences Holdings, Inc. and Jeffrey M. Dayno, M.D.
104                       Cover Page Interactive Data File (formatted as Inline XBRL).

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