Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Medical Officer On September 15, 2026, LB Pharmaceuticals Inc (the “Company”) announced that Susan G. Kozauer, M.D. has been appointed to serve as the Company’s Chief Medical Officer, effective as of September 14, 2026 (the “Start Date”).…
We are a late-stage biopharmaceutical company developing novel therapies for the treatment of a wide range of neuropsychiatric disorders including schizophrenia, bipolar depression, adjunctive treatment of major depressive disorder and other diseases. We are building a pipeline that leverages the broad therapeutic potential of our lead product candidate, LB-102, which we believe has the potential to be the first benzamide antipsychotic drug approved for neuropsychiatric disorders in the United States. LB-102 is currently in late-stage clinical development for schizophrenia and bipolar depression. We are also planning to conduct a Phase 2 clinical trial evaluating LB-102 as an adjunctive treatment in major depressive disorder, or MDD. LB-102 is a new chemical entity and a methylated derivative of amisulpride, a second-generation antipsychotic drug approved in over 50 countries, not including the United States, because the development and regulatory requirements of the U.S. Food and Drug Administration, or FDA, for amisulpride were incompatible with patent coverage on the drug. Amisulpride is a generic drug that has been extensively used in clinical practice following its initial approval in France in the 1980s, generating at least two million monthly prescriptions in 2023 in a subset of 16 continental European countries. Among these European prescriptions for amisulpride, our data suggest that approximately 60% are for schizophrenia and schizoaffective disorders, approximately
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Medical Officer
On September 15, 2026, LB Pharmaceuticals Inc (the “Company”) announced that Susan G. Kozauer, M.D. has been appointed to serve as the Company’s Chief Medical Officer, effective as of September 14, 2026 (the “Start Date”).
Dr. Kozauer, age 54, served as the Senior Vice President, Head of Clinical Development at Centessa Pharmaceuticals from August 2025 to September 2026. Prior to that, she served as the Vice President in Clinical Development at Intra-Cellular Therapies, Inc. from November 2017 to August 2025 Earlier in her career. Dr. Kozauer held roles at Premier Research International LLC and Quintiles. Dr. Kozauer holds a BA from Cornell University and a medical degree from the George Washington University School of Medicine and Health Sciences, and she completed her residency in psychiatry at Georgetown University Medical Center.
In connection with Dr. Kozauer’s employment, the Company entered into an employment agreement (the “Employment Agreement”), which sets forth certain terms of Dr. Kozauer’s employment.
Pursuant to the Employment Agreement, Dr. Kozauer is entitled to an initial annual base salary of $515,000 (the “Annual Base Salary”) and an annual discretionary bonus with a target amount equal to 40% of her annual base salary (the “Target Bonus”). Dr. Kozauer is also entitled to a one-time cash sign-on bonus of $150,000 (the “Sign-on Bonus”), payable in a lump sum within 30 days following the Start Date. Dr. Kozauer will earn 50% of the Sign-on Bonus on each of the first and second anniversaries of the Start Date, subject to her continued employment, and must repay any unearned portion if her employment terminates before the second anniversary. The employment of Dr. Kozauer is “at will” and the Employment Agreement continues until terminated by either party.
As provided in the Employment Agreement, Dr. Kozauer is eligible to participate in the employee benefit plans generally available to the Company’s employees, and is subject to customary confidentiality covenants, as well as a non-solicitation covenant for a period of 12 months following her termination of employment.
Pursuant to the terms of the Employment Agreement, subject to approval by the Board, the Company will grant Dr. Kozauer an option outside, but subject to the terms, of the Company’s 2025 Equity Incentive Plan (the “Plan”) to purchase 200,000 shares of the Company’s common stock (the “Option”). The Option will vest over four years, with 25% of the shares subject to the Option vesting on the first anniversary of the Start Date and the remaining shares vesting monthly thereafter, subject to Dr. Kozauer’s continued service to the Company through each applicable vesting date. The Option will be granted as an inducement material to Dr. Kozauer entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). Dr. Kozauer has not previously been an employee or director of the Company.
Dr. Kozauer is entitled to certain severance benefits, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change of control, disability and good reason are defined in the Employment Agreement.
In the event Dr. Kozauer is terminated by the Company involuntarily without cause (and not due to death or disability) or she resigns for good reason, in each case, not in connection with a change of control, then Dr. Kozauer is entitled to cash severance equal to continued base salary payments for nine months and payment of COBRA premiums for up to nine months.
If within three months before or within 12 months following a change of control, Dr. Kozauer is terminated by the Company without cause (and not due to death or disability) or she resigns for good reason, Dr. Kozauer will be entitled to: (a) a lump sum payment equal to the sum of (i) one year of her Annual Base Salary then in effect and (ii) 150% of her Target Bonus for the year of termination; (b) reimbursement of COBRA premiums for up to 12 months; and (d) acceleration of all of her unvested and outstanding equity awards.
If Dr. Kozauer is terminated by the Company without cause (and not due to death or disability) or she resigns for good reason other than during the change in control period described above, Dr. Kozauer will be entitled to: (a) nine months of her Annual Base Salary then in effect, paid as salary continuation over nine-month period, and (b) reimbursement of COBRA premiums for up to nine months.
There are no arrangements or understandings between Dr. Kozauer and any other person pursuant to which Dr. Kozauer was selected as the Company’s Chief Medical Officer. Other than with respect to the Employment Agreement, there are no transactions to which the Company is a party and in which Dr. Kozauer has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Kozauer has no family relations with any directors or executive officers of the Company.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
In connection with her appointment as Chief Medical Officer, the Company will enter into its standard form of indemnification agreement with Dr. Kozauer, a copy of which was filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The Company elected to delay the filing of the disclosure of Dr. Kozauer’s appointment until the public announcement of her appointment in accordance with the instruction to paragraph (c) of Item 5.02(c) of Form 8-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 15, 2026, the Company issued a press release announcing the appointment of Dr. Kozauer as the Company’s Chief Medical Officer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Filed exhibits (1)
EX-99.1 (by filename) d157620dex991.htm
EX-99.1
2
d157620dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
LB Pharmaceuticals Appoints Susan G. Kozauer, M.D. as
Chief Medical Officer
NEW YORK,
September 15, 2026 (GLOBE NEWSWIRE) - LB Pharmaceuticals Inc (“LB Pharmaceuticals” or the “Company”) (Nasdaq: LBRX), a neuromedicines company dedicated to developing and commercializing high-impact therapies that
address the multiple dimensions of underserved brain disorders, today announced the appointment of Susan G. Kozauer, M.D. as Chief Medical Officer.
Dr. Kozauer is a leader in neuropsychiatric drug development with more than two decades of development expertise spanning early-stage clinical studies
through regulatory approval. She brings extensive experience across indications such as schizophrenia, mood disorders, and behavioral manifestations of neurodegenerative diseases. During her tenure at Intra-Cellular Therapies, Inc., Dr. Kozauer
oversaw the clinical development of multiple compounds, including the U.S. and global late-stage development of CAPLYTA (lumateperone) in adult and pediatric indications.
“Susan is a highly accomplished physician-scientist and proven drug developer whose leadership has helped bring transfo…