Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 22, 2017
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdictionof Incorporation)
(CommissionFile Number)
(IRS EmployerIdentification No.)
1430 U.S. Highway 206, Suite 200, Bedminster, NJ
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (908) 517-9500
(Former Name or Former Address, If Changed Since Last Report)
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Emerging growth company ☐
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Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2017, we and Judith Abrams, our Chief Medical Officer, began discussing her resignation for personal reasons, which became effective August 24, 2017. We do not owe Dr. Abrams any severance obligations under her February 1, 2017 employment agreement, which was included as an exhibit to our Current Report on Form 8-K filed on February 1, 2017. In connection with her resignation, on August 25, 2017, we entered into a consulting agreement with Dr. Abrams with a term of up to nine months. Pursuant to the consulting agreement, Dr. Abrams will receive a monthly payment of approximately $29,000, an upfront payment of approximately $17,000, vesting in full of an option to purchase 46,250 shares of our common stock granted under her employment agreement, and, at her option, COBRA premiums for the period during which she receives monthly payments under the consulting agreement.
The description of Dr. Abrams’s consulting agreement is qualified in its entirety by reference to the full and complete terms of the agreement, a copy of which will be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2017.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 28, 2017
/s/ Robert W. Cook
Robert W. Cook 
Chief Financial Officer