Grace Therapeutics, Inc.

Item 5.

Other Information

(a)

CEO Employment Agreement Amendment

On November 12, 2025, the Company entered into an amendment (the “CEO Amendment”) to that certain Letter Agreement by and between Prashant Kohli, the Company’s Chief Executive Officer, and the Company, dated August 12, 2024 (the “CEO Letter Agreement”), a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2024. As further described herein, the CEO Amendment supersedes and replaces certain of the terms contained in the CEO Letter Agreement.

Pursuant to the CEO Amendment, if Mr. Kohli’s employment is terminated by the Company without Cause (as defined in the CEO Amendment), absent a Change in Control (as defined in the Grace Therapeutics, Inc. 2024 Equity Incentive Plan) of the Company, Mr. Kohli is entitled to receive accrued but unpaid salary, unreimbursed expenses, and benefits (collectively, the “Accrued Obligations”) owed to him and, subject to Mr. Kohli’s execution, delivery and non-revocation of a general release of claims, the Company shall (i) pay him a continuation of his base salary then in effect for twelve (12) months, and (ii) pay or reimburse his COBRA premiums for twelve (12) months on terms no less favorable than those in effect on November 12, 2025. Any unvested and outstanding equity awards held by Mr. Kohli shall be forfeited upon termination by the Company without Cause absent a Change in Control of the Company.

The CEO Amendment further provides that if Mr. Kohli’s employment is terminated by the Company without Cause in connection with, or within twelve (12) months following, a Change in Control of the Company, Mr. Kohli is entitled to receive the Accrued Obligations owed to him and, subject to Mr. Kohli’s execution, delivery and non-revocation of a general release of claims, the Company shall (i) pay him a cash payment equal to eighteen (18) months of his base salary plus target bonus then in effect, and (ii) pay or reimburse his COBRA premiums for eighteen (18) months on terms no less favorable than those in effect on November 12, 2025. Any unvested and outstanding equity awards held by Mr. Kohli shall be fully vested and exercisable upon termination by the Company without Cause in connection with or within twelve (12) months following a Change in Control of the Company.

Executive Officer Employment Agreements

On November 12, 2025, the Company entered into employment agreements with each of its other executive officers, consisting of (i) Robert J. DelAversano, the Company’s Principal Financial Officer and Vice President, Finance (the “DelAversano Letter Agreement”), (ii) Amresh Kumar, the Company’s Vice President, Program Management (the “Kumar Letter Agreement”), (iii) Carrie D’Andrea, the Company’s Vice President, Clinical Operations (the “D’Andrea Letter Agreement”), and, (iv) R. Loch Macdonald, the Company’s Chief Medical Officer (the “Macdonald Letter Agreement” and, together with the DelAversano Letter Agreement, the Kumar Letter Agreement and the D’Andrea Letter Agreement, the “Letter Agreements”). The Letter Agreements supersede in their entirety any prior employment agreements or arrangements between the executive officers and the Company.

Pursuant to the respective Letter Agreements:

●

Mr. DelAversano is entitled to receive an annual base salary of $306,360 and an annual discretionary bonus of up to 30% of his annual base salary as determined by the Board of Directors of the Company (the “Board”). In order to earn a discretionary bonus, Mr. DelAversano must remain employed with the Company throughout the year for which the bonus is paid and must be actively employed in good standing on the date on which the bonus is paid.

●

Mr. Kumar is entitled to receive an annual base salary of $310,000 and an annual discretionary bonus of up to 30% of his annual base salary as determined by the Board. In order to earn a discretionary bonus, Mr. Kumar must remain employed with the Company throughout the year for which the bonus is paid and must be actively employed in good standing on the date on which the bonus is paid.

●

Ms. D’Andrea is entitled to receive an annual base salary of $310,000 and an annual discretionary bonus of up to 30% of her annual base salary as determined by the Board. In order to earn a discretionary bonus, Ms. D’Andrea must remain employed with the Company throughout the year for which the bonus is paid and must be actively employed in good standing on the date on which the bonus is paid.

●

Mr. Macdonald is entitled to receive an annual base salary of $200,000 and an annual discretionary bonus of up to 30% of his annual base salary as determined by the Board. In order to earn a discretionary bonus, Mr. Macdonald must remain employed with the Company throughout the year for which the bonus is paid and must be actively employed in good standing on the date on which the bonus is paid.

In addition, the Letter Agreements provide that, subject to approval by the Board, such executive officers may be granted from time to time an option to purchase shares of the Company’s common stock pursuant to the Company’s equity incentive plan (the “Plan”), with a price per share equal to the fair market value of a share of the Company’s common stock, as determined by the Board in accordance with the Plan, which will be conditioned upon (a) continued employment with the Company at the time of the grant, (b) entering into an option agreement with the Company (an “Option Agreement”) and (c) any other terms and conditions set forth in the Plan, the applicable Option Agreement and as may be determined by the Board in its sole discretion at the time of grant.

The terms of the Letter Agreements commenced on November 12, 2025, and continue until terminated in accordance therewith. Either the Company or such executive officers may terminate their respective Letter Agreement at any time, upon advanced written notice. The Letter Agreements also impose certain confidentiality, non-competition and non-solicitation obligations on such executive officers during the term of their respective Letter Agreement and for a specified time thereafter. The Letter Agreements provide for standard Company benefits, such as paid vacation and participation in the Company’s employee benefit plans and programs.

Pursuant to each of the Letter Agreements, if such executive officer’s employment is terminated by the Company without Cause (as defined in the respective Letter Agreements), absent a Change in Control (as defined in the Grace Therapeutics, Inc. 2024 Equity Incentive Plan) of the Company, such executive officer is entitled to receive the Accrued Obligations owed to such executive officer and, subject to the execution, delivery and non-revocation of a general release of claims, the Company shall (i) pay such executive officer a continuation of their base salary then in effect for six (6) months, and (ii) pay or reimburse such executive officer’s COBRA premiums for six (6) months on terms no less favorable than those in effect on the date of the respective Letter Agreement. Any unvested and outstanding equity awards held by such executive officer shall be forfeited upon a termination by the Company without Cause absent a Change in Control of the Company.

Each of the Letter Agreements further provide that if such executive officer’s employment is terminated by the Company without Cause in connection with or within twelve (12) months following a Change in Control of the Company, such executive officer is entitled to receive the Accrued Obligations owed to such executive officer and, subject to the execution, delivery and non-revocation of a general release of claims, the Company shall (i) pay such executive officer a cash payment equal to six (6) months of such executive officer’s base salary plus target bonus then in effect, and (ii) pay or reimburse such executive officer’s COBRA premiums for six (6) months on terms no less favorable than those in effect on the date of the respective Letter Agreement. Any unvested and outstanding equity awards held by such executive officer shall be fully vested and exercisable upon a termination by the Company without Cause in connection with or within twelve (12) months following a Change in Control of the Company.

In connection with executing each of the Letter Agreements, each of the executive officers also entered into the Company’s standard form of Confidentiality of Information and Ownership of Proprietary Property Agreement, which, among other things, (a) acknowledges the Company’s ownership rights in any proprietary property, (b) assigns any such ownership rights to the Company and (c) prohibits the executive officers from disclosing certain confidential or proprietary information of the Company.

The foregoing descriptions of the CEO Amendment and the Letter Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the CEO Amendment, the DelAversano Letter Agreement, the Kumar Letter Agreement, the D’Andrea Letter Agreement and the Macdonald Letter Agreement, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated by reference into this Item 5.

(c)

During the three months ended September 30, 2025, no director or officer of the Company adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.