Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): February 10, 2020 (February 7, 2020)



KemPharm, Inc.

(Exact Name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


1180 Celebration Boulevard, Suite 103, Celebration, FL



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s Telephone Number, Including Area Code: (321) 939-3416



(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 (see General Instructions A.2. below):


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 KMPH Nasdaq Capital Market


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.


On February 10, 2020, KemPharm, Inc., or the Company, announced that the employment of Gordon K. Johnson, the Company’s chief business officer, ended effective as of February 7, 2020.


In accordance with the terms of Mr. Johnson’s amended and restated employment agreement dated June 25, 2015 (previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 14, 2015), as amended on October 13, 2015 (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 13, 2015), upon the execution of a release of claims, Mr. Johnson is eligible to receive the following severance benefits: (a) an amount equal to 12 months of his annual base salary, less applicable deductions, payable in accordance with the Company’s normal payroll schedule, (b) a pro rata bonus award payable on the first regularly scheduled pay day following the 60th day after his termination, (c) 12 months of continued health coverage and (d) full vesting of his outstanding equity awards.







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 thereunto duly authorized.




KemPharm, Inc.





Date: February 10, 2020



/s/ R. LaDuane Clifton




R. LaDuane Clifton, CPA




Chief Financial Officer, Secretary and Treasurer