Grace Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2026

GRACE THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

---

Registrant’s telephone number, including area code: (609) 322-1602

 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On January 10, 2026, Grace Therapeutics, Inc. (the “Company”) entered into:

 

 

The CEO Amendment, the DelAversano Amendment, the Kumar Amendment, the D’Andrea Amendment and the Macdonald Amendment are collectively referred to as the “Amendments” in this Current Report on Form 8-K. The CEO Letter Agreement, the DelAversano Letter Agreement, the Kumar Letter Agreement, the D’Andrea Letter Agreement and the Macdonald Letter Agreement are collectively referred to as the “Letter Agreements” in this Current Report on Form 8-K. A copy of the CEO Letter Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2024, and copies of Amendment No. 1, the DelAversano Letter Agreement, the Kumar Letter Agreement, the D’Andrea Letter Agreement and the Macdonald Letter Agreement are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.

As further described herein, the Amendments supersede and replace certain of the severance terms contained in the Letter Agreements, as applicable.

Pursuant to each of the Amendments, if the executive officer’s employment is terminated by the Company without Cause (as defined in the Amendments), absent a Change in Control (as defined in the Grace Therapeutics, Inc. 2024 Equity Incentive Plan) of the Company, such executive officer is entitled to receive accrued but unpaid salary, unreimbursed expenses, and benefits (collectively, the “Accrued Obligations”) owed to such executive officer and, subject to the execution, delivery and non-revocation of a general release of claims, the Company shall (i) pay such executive officer a continuation of his or her base salary then in effect for six (6) months (twelve (12) months in the case of the CEO Amendment), and (ii) pay or reimburse such executive officer’s COBRA premiums for six (6) months (twelve (12) months in the case of the CEO Amendment) on terms no less favorable than those in effect on the date of the Amendments. Any unvested and outstanding equity awards held by the executive officer shall be forfeited upon a termination by the Company without Cause absent a Change in Control of the Company.

Each of the Amendments further provides that if such executive officer’s employment is terminated by the Company without Cause or if such executive officer resigns for Good Reason (as defined in the Amendments) in connection with or within twelve (12) months following a Change in Control of the Company, such executive officer is entitled to receive the Accrued Obligations owed to such executive officer and, subject to the execution, delivery and non-revocation of a general release of claims, the Company shall (i) pay such executive officer a cash payment equal to six (6) months (eighteen (18) months in the case of the CEO Amendment) of such executive officer’s base salary plus target bonus then in effect, and (ii) pay or reimburse such executive officer’s COBRA premiums for six (6) months (eighteen (18) months in the case of the CEO Amendment) on terms no less favorable than those in effect on the date of the Amendments. Any unvested and outstanding equity awards held by such executive officer shall be fully vested and exercisable upon such termination or resignation, as the case may be, in connection with or within twelve (12) months following a Change in Control of the Company.