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LB Pharmaceuticals names Joseph Miller CFO

LB Pharmaceuticals hires an experienced biotech CFO with equity and change-of-control protections as it nears pivotal NOVA-2 trial results and potential LB-102 commercialization.

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LB Pharmaceuticals Inc (LBRX) reported the appointment of Joseph M. Miller as Chief Financial Officer, effective September 2, 2026, under an at-will employment agreement. He brings more than two decades of finance leadership experience at public biotech and pharmaceutical companies, including roles at Aurinia Pharmaceuticals and Avalo Therapeutics.

Mr. Miller will receive an initial annual base salary of $530,000, with a target bonus equal to 40% of base salary, and an option to purchase 200,000 shares of common stock granted as an inducement award subject to four-year vesting. The agreement provides enhanced severance and benefit continuation if he is terminated without cause or resigns for good reason, with additional cash and full equity acceleration in connection with a change of control. A concurrent press release highlights his experience guiding companies from pivotal data through commercialization as LB Pharmaceuticals approaches pivotal NOVA-2 Phase 3 trial results and potential commercialization of LB-102 for schizophrenia.

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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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual Base Salary $530,000 Initial annual base salary for Joseph Miller as CFO under the Employment Agreement
Target Bonus Percentage 40% of annual base salary Target annual discretionary bonus for the CFO role
Inducement Option Shares 200,000 shares CFO stock option grant, vesting over four years, as an inducement award
Change of Control Cash Severance 1 year base salary + 150% of Target Bonus Lump-sum payment if terminated without cause or for good reason around a change of control
Change of Control COBRA Benefit Period 12 months Maximum period of COBRA premium reimbursement in a qualifying change of control termination
Non-Change of Control Severance Period 9 months Salary continuation and COBRA reimbursement duration for qualifying terminations outside a change of control
CFO Start Date September 2, 2026 Effective date of Joseph Miller’s appointment as Chief Financial Officer
Equity Incentive Plan financial
"subject to the terms, of the Company’s 2025 Equity Incentive Plan (the “Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
change of control financial
"If within three months before or within 12 months following a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
COBRA financial
"reimbursement of COBRA premiums for up to 12 months"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
NOVA-2 clinical trial technical
"As we approach our pivotal NOVA-2 clinical trial results"
forward-looking statements regulatory
"Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What executive leadership change did LBRX announce on September 3, 2026?

LB Pharmaceuticals announced that Joseph M. Miller has been appointed Chief Financial Officer, effective September 2, 2026, bringing over two decades of finance leadership experience at public biotech and pharmaceutical companies.

What is the compensation package for the new LBRX CFO Joseph Miller?

Joseph Miller’s Employment Agreement provides an initial annual base salary of $530,000 and a target annual bonus of 40% of base salary, plus an option to purchase 200,000 shares of LB Pharmaceuticals common stock subject to four-year vesting.

What equity award did LBRX grant its new CFO as an inducement?

Subject to Board approval, LB Pharmaceuticals will grant Joseph Miller an option to purchase 200,000 shares of common stock, outside but subject to the terms of the 2025 Equity Incentive Plan, vesting 25% on the first anniversary of his start date and monthly thereafter over four years.

What severance benefits can the LBRX CFO receive in a change of control scenario?

If Joseph Miller is terminated without cause or resigns for good reason within three months before or 12 months after a change of control, he is entitled to a lump sum of one year of base salary plus 150% of his target bonus, up to 12 months of COBRA reimbursement, and full acceleration of unvested equity.

What are the severance terms for the LBRX CFO outside a change of control?

If Joseph Miller is terminated without cause or resigns for good reason outside the specified change of control period, he is entitled to nine months of base salary paid over nine months and reimbursement of COBRA premiums for up to nine months, subject to a separation agreement and release.

How does the LBRX CFO appointment relate to the NOVA-2 trial and LB-102?

LB Pharmaceuticals stated that Joseph Miller’s experience guiding companies from pivotal data through commercialization will support the company as it approaches pivotal NOVA-2 Phase 3 trial results and prepares for the potential commercialization of its lead candidate LB-102 in schizophrenia.

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Learn about SEC filing dates
false 0001691082 0001691082 2026-09-03 2026-09-03
 
 

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.

 

2


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)

 

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 3, 2026

 

4

Exhibit 99.1

 

LOGO

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

Filing Exhibits & Attachments

4 documents