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Grace Therapeutics (NASDAQ: GRCE) VP departs, enters 12‑month consulting agreement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Grace Therapeutics, Inc. reported that Carrie D’Andrea will cease serving as Vice President of Clinical Operations and will no longer be employed by the company effective June 5, 2026, a change approved on June 1, 2026.

She is expected to receive severance benefits under a prior letter agreement, subject to a release of claims and continued compliance with non-competition, non-solicitation, and confidentiality obligations. In connection with her departure, D’Andrea entered into a 12‑month Consulting Agreement starting June 5, 2026, under which she will provide services at $250 per hour.

During the consulting term, her stock options granted under the company’s equity plans will continue to vest and remain exercisable while she provides, or is willing to provide, services. She will have 90 days after the consulting agreement ends to exercise any vested options.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Employment end date June 5, 2026 Effective date Carrie D’Andrea ceases employment
Approval date June 1, 2026 Date company approved employment termination
Consulting term 12 months Duration of Consulting Agreement starting June 5, 2026
Consulting fee $250 per hour Hourly fee for consulting services under the agreement
Option exercise window 90 days Time after consulting termination to exercise vested options
Separation Agreement financial
"The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete"
A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.
Consulting Agreement financial
"In connection with her separation from the Company, Ms. D’Andrea entered into a twelve-month Consulting Agreement"
non-competition financial
"including the non-competition and non-solicitation covenants of the Letter Agreement"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
non-solicitation financial
"including the non-competition and non-solicitation covenants of the Letter Agreement"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
2024 Equity Incentive Plan financial
"stock option awards that Ms. D’Andrea received during her employment by the Company under the Grace Therapeutics, Inc. 2024 Equity Incentive Plan"
Stock Option Plan financial
"or the Acasti Pharma Inc. Stock Option Plan, as amended August 4, 2022"
A stock option plan is a company program that gives employees the right to buy company shares at a preset price after a certain time, like a coupon allowing purchase later at a fixed rate. It matters to investors because these options can increase the number of shares outstanding — reducing each existing share’s ownership slice and potentially changing per-share results — while also aligning employee incentives with boosting the company’s value.
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Understanding 8-K Material Events →
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): June 1, 2026

GRACE THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-35776
98-1359336
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
103 Carnegie Center
Suite 300
Princeton, New Jersey
  
08540
(Address of Principal Executive Offices)
  
(Zip Code)

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:

☐
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(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
GRCE
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.

Grace Therapeutics, Inc. (the “Company”) announced that Carrie D’Andrea will cease serving as Vice President of Clinical Operations of the Company and will no longer be employed by the Company effective June 5, 2026, which was approved by the Company on June 1, 2026. Ms. D’Andrea is expected to execute a separation agreement with the Company, pursuant to which Ms. D’Andrea will be entitled to receive certain severance benefits consistent with the Letter Agreement  between the Company and Ms. D’Andrea, dated November 12, 2025, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2025, as amended by Amendment No. 1, dated January 10, 2026, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 12, 2026 (collectively, (the “Letter Agreement”), conditioned upon her release of claims in favor of the Company, compliance with certain continuing obligations, including the non-competition and non-solicitation covenants of the Letter Agreement, and her obligations under her confidentiality of information and ownership of proprietary property agreement with the Company.

In connection with her separation from the Company, Ms. D’Andrea entered into a twelve-month Consulting Agreement (the “Consulting Agreement”) with the Company on June 5, 2026, pursuant to which she will provide certain consulting services to the Company (the “Services”) for a consulting fee of $250 per hour. In addition, during the term of the Consulting Agreement, any stock option awards that Ms. D’Andrea received during her employment by the Company under the  Grace Therapeutics, Inc. 2024 Equity Incentive Plan or the Acasti Pharma Inc. Stock Option Plan, as amended August 4, 2022 (collectively, the “Plans”), will continue to vest and will remain exercisable pursuant to the terms and conditions of the Plans as long as Ms. D’Andrea is providing services (or is willing to provide services) under the Consulting Agreement. Ms. D’Andrea will have 90 days from the termination of the Consulting Agreement to exercise any vested stock options.

The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation Agreement and Consulting Agreement. A copy of the executed Consulting Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. If and when the Separation Agreement is executed, the Company will file such agreement in an amendment to this Current Report on Form 8-K or in another filing with the Securities and Exchange Commission, as applicable.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit
 
Description
10.1
 
Consulting Agreement by and between Carrie D’Andrea and the Company, dated June 5, 2026.
104
 
 Cover Page Interactive Data File (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.
 
   
GRACE THERAPEUTICS, INC.
       
Date:
June 5, 2026
By:
/s/ Prashant Kohli
     
Prashant Kohli
     
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Grace Therapeutics (GRCE) disclose in this 8-K?

Grace Therapeutics disclosed that Carrie D’Andrea will cease serving as Vice President of Clinical Operations and will no longer be employed by the company effective June 5, 2026, following approval of this change on June 1, 2026.

What severance arrangements apply to Carrie D’Andrea at Grace Therapeutics (GRCE)?

Carrie D’Andrea is expected to receive severance benefits consistent with a prior Letter Agreement, conditioned on signing a release of claims and complying with ongoing obligations, including non-competition, non-solicitation covenants, and confidentiality and proprietary information obligations with Grace Therapeutics.

What are the key terms of Carrie D’Andrea’s consulting agreement with Grace Therapeutics (GRCE)?

Grace Therapeutics entered a twelve-month Consulting Agreement with Carrie D’Andrea on June 5, 2026. She will provide consulting services for a fee of $250 per hour during the term, under the specific services and conditions described in the agreement attached as an exhibit.

How does the consulting agreement affect Carrie D’Andrea’s stock options at Grace Therapeutics (GRCE)?

While the consulting agreement is in effect, Carrie D’Andrea’s stock options granted under the 2024 Equity Incentive Plan and Acasti Pharma plan will continue to vest and remain exercisable, as long as she provides or is willing to provide services under the agreement’s terms.

How long does Carrie D’Andrea have to exercise vested stock options after consulting for Grace Therapeutics (GRCE)?

Carrie D’Andrea will have 90 days from the termination of the Consulting Agreement with Grace Therapeutics to exercise any vested stock options, in accordance with the terms and conditions of the underlying equity plans and the consulting arrangement.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents