Form 8-K
8-K — LB PHARMACEUTICALS INC
Accession: 0001193125-26-391358
Filed: 2026-09-15
Period: 2026-09-15
CIK: 0001691082
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d157620d8k.htm (Primary)
EX-99.1 (d157620dex991.htm)
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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): September 15, 2026
LB Pharmaceuticals Inc
(Exact name of registrant as specified in its charter)
Delaware
001-42831
81-1854347
(state or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
One Pennsylvania Plaza, Suite 1025
New York, NY
10119
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 605-0300
Not applicable
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
LBRX
The Nasdaq Stock Market LLC
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. ☐
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.
2
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 7.01
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.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
99.1
Press Release dated September 15, 2026.
104
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3
SIGNATURES
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.
LB Pharmaceuticals Inc
By:
/s/ Heather Turner
Heather Turner
Chief Executive Officer
Dated: September 15, 2026
4
EX-99.1
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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 transformative therapies to patients
across both psychotic and mood disorders,” said Heather Turner, Chief Executive Officer. “We are thrilled to welcome her to LB at a pivotal moment for the company. As we advance toward topline results from our Phase 3 NOVA-2 trial in schizophrenia in the first half of 2027, Susan’s deep clinical, regulatory, and development expertise will be instrumental in shaping our development strategy and furthering our ability to
deliver innovative new medicines to patients with serious neuropsychiatric disorders.”
Dr. Kozauer most recently served as Senior Vice
President, Head of Clinical Development at Centessa Pharmaceuticals, a wholly owned subsidiary of Eli Lilly and Company, where she led the clinical development and strategy for its orexin agonist portfolio. Prior to that, she was Vice President,
Clinical Development at Intra-Cellular Therapies, Inc., a Johnson & Johnson Company, where her work with CAPLYTA in schizophrenia, bipolar disorder, major depressive disorder, and pediatric indications resulted in multiple FDA approvals.
Earlier in her career, she held clinical development roles of increasing responsibility at Premier Research and IQVIA and was also a practicing psychiatrist with special interest in treatment resistant depression. Dr. Kozauer received a
Bachelor of Arts degree from Cornell University and a Doctor of Medicine from George Washington University and completed her residency in psychiatry at Georgetown University Hospital.
“I am honored to join the LB Pharmaceuticals team to lead the clinical development of LB-102, an investigational medicine that I believe has great potential to help patients across some of the most underserved neuropsychiatric disorders,” said Susan G. Kozauer, Chief Medical Officer. “I
look forward to leveraging my expertise and working with the team, as we prepare for the Phase 3 NOVA-2 readout and advance LB-102 across multiple indications.”
About LB Pharmaceuticals
LB Pharmaceuticals is a
neuromedicines company dedicated to developing and commercializing high-impact therapies that address the multiple dimensions of underserved brain disorders. The Company is building a pipeline that leverages the broad therapeutic potential of its
lead product candidate, LB-102, which the Company believes has the opportunity to be the first benzamide antipsychotic drug approved for neuropsychiatric disorders in the United States. LB-102, if approved, has the potential to become a mainstay of psychiatric practice by offering a balanced clinical activity and tolerability profile that provides a potentially attractive alternative to branded and
generic therapeutics for the treatment of a broad range of neuropsychiatric diseases.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,”
“could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,”
“potential,” “predict,” “seek,” “should,” “target,” “will,” “would” or similar expressions are intended to identify forward-looking statements. All statements other
than statements of historical facts contained in this press release are forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the therapeutic benefits of
LB-102; the design, objectives, initiation, timing, progress and results of clinical trials of LB-102, including the pivotal Phase 3
NOVA-2 trial; the continuing advancement of LB-102 and the Company’s portfolio. Because such statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: the Company’s limited operating history and historical losses; the Company’s ability to raise
additional funding to complete the development and any commercialization of LB-102; the Company’s dependence on the success of its lead product candidate, LB-102;
the Company’s ability to obtain regulatory approval of and successfully commercialize its product candidate; the early stages of clinical development of the Company’s lead product candidate,
LB-102; any undesirable side effects or other properties of the Company’s product candidate; that the Company may be delayed in initiating, enrolling or completing any clinical trials; competition from
third parties that are developing products for similar uses; the Company’s ability to obtain, maintain and protect its intellectual property; and the Company’s dependence on third parties in connection with manufacturing, clinical trials
and preclinical studies.
These and other risks are described more fully in the section titled “Risk Factors” in the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026 and its other documents to be subsequently filed with or furnished to the Securities and Exchange Commission. All forward-looking statements
contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after
the date on which they were made.
Media and Investor Contact:
Ellen Rose
erose@lbpharma.us
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