Form 8-K

8-K — LB PHARMACEUTICALS INC

Accession: 0001193125-26-381076

Filed: 2026-09-03

Period: 2026-09-03

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

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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 3, 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 Financial Officer

On September 3, 2026, LB Pharmaceuticals Inc (the “Company”) announced that Joseph M. Miller has been appointed to serve as the Company’s Chief Financial Officer, effective as of September 2, 2026 (the “Start Date”).

Mr. Miller, age 52, has over two decades of experience in both public and private biotech and commercial stage companies across the health sciences, biotech, and pharmaceutical sectors. Most recently. Mr. Miller served as the Chief Financial Officer of Aurinia Pharmaceuticals Inc., a public biopharmaceutical company focused on delivering therapies to individuals with autoimmune diseases, from April 2020 to March 2026. Prior to that, Mr. Miller served as Chief Financial Officer, Principal Executive Officer, and Corporate Secretary at Avalo Therapeutics Inc. (formerly Cerecor, Inc.), a publicly traded biotech company. Before Cerecor, he was the Vice President of Finance at Sucampo Pharmaceuticals, Inc., where he was responsible for building out the finance organization to effectively support the company’s rapid growth. Before Sucampo, Mr. Miller served in various progressive finance and management roles at QIAGEN N.V., and Eppendorf AG. He began his career in the audit practice of KPMG LLP. Mr. Miller earned his B.S. in accounting from Villanova University and is a Certified Public Accountant.

In connection with Mr. Miller’s employment, the Company entered into an employment agreement (the “Employment Agreement”), which sets forth certain terms of Mr. Miller’s employment. Pursuant to the Employment Agreement, Mr. Miller is entitled to an initial annual base salary of $530,000 (the “Annual Base Salary”) and an annual discretionary bonus with a target amount equal to 40% of his annual base salary (the “Target Bonus”). The employment of Mr. Miller is “at will” and the Employment Agreement continues until terminated by either party.

As provided in the Employment Agreement, Mr. Miller 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 his termination of employment.

Pursuant to the terms of the Employment Agreement, subject to approval by the Board, the Company will grant Mr. Miller 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 Mr. Miller’s continued service to the Company through each applicable vesting date. The Option will be granted as an inducement material to Mr. Miller entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). Mr. Miller has not previously been an employee or director of the Company.

Mr. Miller 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.

If within three months before or within 12 months following a change of control, Mr. Miller is terminated by the Company without cause (and not due to death or disability) or he resigns for good reason, Mr. Miller will be entitled to: (a) a lump sum payment equal to the sum of (i) one year of his Annual Base Salary then in effect and (ii) 150% of his Target Bonus for the year of termination; (b) reimbursement of COBRA premiums for up to 12 months; and (d) acceleration of all of his unvested and outstanding equity awards.

If Mr. Miller is terminated by the Company without cause (and not due to death or disability) or he resigns for good reason other than during the change in control period described above, Mr. Miller will be entitled to: (a) nine months of his 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 Mr. Miller and any other person pursuant to which Mr. Miller was selected as the Company’s Chief Financial Officer. Other than with respect to the Employment Agreement, there are no transactions to which the Company is a party and in which Mr. Miller has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Miller 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 his appointment as Chief Financial Officer, the Company will enter into its standard form of indemnification agreement with Mr. Miller, 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 Mr. Miller’s appointment until the public announcement of his 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 3, 2026, the Company issued a press release announcing the appointment of Mr. Miller as the Company’s Chief Financial 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 3, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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 3, 2026

EX-99.1

Filename: d26110dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

LB Pharmaceuticals Appoints Joseph Miller as

Chief Financial Officer

NEW YORK,

September 3, 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 Joseph Miller as Chief Financial Officer.

Mr. Miller is a biopharmaceutical finance executive with more than two decades of experience leading financial strategy and operations and enterprise

transformation for publicly traded biotech and pharmaceutical companies. He brings a proven track record in scaling infrastructure and teams to drive organizational growth, commercialization efforts, and long-term value creation.

“We are pleased to welcome Joe to the team as we enter a potentially transformative period for the company,” said Heather Turner, Chief Executive

Officer. “As we approach our pivotal NOVA-2 clinical trial results and continue preparing for the potential launch of LB-102 in schizophrenia, Joe’s

extensive experience guiding companies from pivotal data through commercialization will be a tremendous asset. His success in building high-performing financial and operational organizations will help position us to drive long-term value

creation.”

“LB Pharmaceuticals has built exceptional momentum as we approach the NOVA-2 readout, a

key milestone for our next chapter of growth,” said Joseph Miller, Chief Financial Officer. “I am thrilled to join the company and work with the team to strengthen our organizational readiness for the exciting road ahead as we prepare

for the potential commercialization of LB-102.”

Prior to joining LB Pharmaceuticals, Mr. Miller served

as Chief Financial Officer of Aurinia Pharmaceuticals, where he built and scaled Aurinia’s financial and operational infrastructure through its transition from late-stage clinical development to the successful commercial launch of LUPKYNIS

(voclosporin), the first FDA-approved oral therapy for active lupus nephritis. During his tenure at Aurinia, he oversaw significant revenue growth, profitability and the completion of an ex-U.S. licensing and collaboration agreement with Otsuka Pharmaceutical. Previously, Mr. Miller served as Chief Financial Officer, Principal Executive Officer, and Corporate Secretary of Avalo

Therapeutics (formerly Cerecor), where he led the acquisitions of Aevi Genomic Medicine and Ichorion Therapeutics, and facilitated a strategic transformation of the organization by leading the divestiture of Avalo’s commercial portfolio

to Aytu BioScience. Earlier, Mr. Miller was the Vice President of Finance at Sucampo Pharmaceuticals, where he was responsible for building out the finance organization to effectively support its rapid growth, ultimately leading to the merger

with Mallinckrodt. Mr. Miller previously held various progressive finance leadership roles at QIAGEN, Eppendorf and KPMG LLP. He received his B.S. in accounting from Villanova University and is a Certified Public Accountant.

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 timing, progress and results of clinical trials of LB-102, including the pivotal Phase 3 NOVA-2 trial; the Company’s ability to commercialize LB-102, if approved; the

Company’s ability to drive long-term value creation. 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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