Item 1.01 Entry into a Material Definitive Agreement.
The information concerning the Director Agreement and the Indemnity Agreement
set forth in Item 5.02 below is incorporated into this Item by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2023, the board of directors of Relmada Therapeutics, Inc. (the
"Company"), in accordance with the Company's Second Amended and Restated Bylaws,
increased the number of directors constituting the whole board from five to six
and appointed Fabiana Fedeli as a Class I director of the Company, to serve for
the remainder of the term of Class I (that is, until the annual meeting of the
Corporation's stockholders to be held in 2025), or until her successor is duly
elected and qualified, or until the earliest of her death, resignation or
removal. The board also appointed Ms. Fedeli to serve on the Audit Committee of
the board and on the Compensation Committee of the Board. The Board has
determined that Ms. Fedeli qualifies as an "independent" director of the Company
within the meaning of Section 10A and Section 10C of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder and within the
meaning of the corporate governance rules of The Nasdaq Stock Market.
A brief description of the background and business experience of Ms. Fedeli is
as follows:
Fabiana Fedeli, 52, has been the Chief Investment Officer, Equities, Multi-Asset
and Sustainability, at M&G Investments since July 2021, and is responsible for
teams managing assets in the UK, US, Singapore, Hong Kong and France. Ms. Fedeli
is also a member of the Investment Committee of The Investment Association, a
trade body representing Investment Managers in the UK that collectively manage
over US$12 trillion in assets. She is also a member of the Investment Committee
of UK-based The Open University, and a non-executive director on the Board of
M&G Investments South Africa. In 2022, she was named by Financial News one of
100 Most Influential Women in Finance. Previously, Ms. Fedeli was Global Head of
Fundamental Equities and Portfolio Manager at Robeco Asset Management from
2013-2021, and began her career at ING Barings Tokyo as a Research Analyst in
Japanese equities in 1999. Ms. Fedeli holds a Master's in Economics from
Hitotsubashi University in Tokyo and a Bachelor's in Economic and Social
Sciences from Bocconi University in Milan.
Effective January 12, 2023, Ms. Fedeli and the Company entered into a Director
Agreement, pursuant to which Ms. Fedeli will be entitled to receive a cash fee
of $66,000 per year, payable in quarterly installments, for her services as a
director of the Company. She will also be entitled to receive a cash fee of
$9,900 per year for her services as a member of the Audit Committee and a cash
fee of $7,700 per year for her services as a member of the Compensation
Committee, both payable in quarterly installments. Ms. Fedeli was also granted
an option under the Company's 2021 Equity Incentive Plan, as amended (the "2021
Plan"), to purchase 200,000 shares of the Company's common stock. The option has
a term of 10 years, and the exercise price per share is $4.22, the closing price
of the common stock on The Nasdaq Stock Market on January 12, 2023. The option
shares shall vest as follows: 25% of the total shares on the first anniversary
of the grant date and the remaining 75% in equal increments of 6.25% of the
total shares at the end of each three-month interval over the following three
year period. The effectiveness of the stock option award is expressly
conditioned upon approval by the stockholders of the Company at the Company's
next annual meeting of stockholders of an amendment to the 2021 Plan to increase
the number of shares of common stock authorized for awards thereunder by an
amount at least sufficient to cover the number of shares underlying such stock
option award and the shares of common stock subject to other options granted by
the Company after its last annual meeting of stockholders that are subject to a
similar condition.
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Effective January 12, 2023, Ms. Fedeli also entered into an Indemnity Agreement
with the Company, pursuant to which the Company agreed to indemnify Ms. Fedeli
in certain situations against certain expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with her role as a
director of the Company.
The foregoing summaries of the Director Agreement and the Indemnity Agreement do
not purport to be complete and are qualified in their entirety by reference to
such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Director Agreement between the Company and Fabiana Fedeli
99.2 Indemnity Agreement between the Company and Fabiana Fedeli
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