8-K

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): November 12, 2014

RETROPHIN, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36257	27-4842691
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
777 Third Avenue, 22nd Floor, New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 837-5863

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2014, Retrophin, Inc. (the “Company”) hired Laura M. Clague as the Company’s Chief Financial Officer, replacing Marc Panoff who will remain as an employee of the Company until February 28, 2015. The commencement of Ms. Clague’s employment with the Company was on November 17, 2014. A copy of the press release announcing the hiring of Ms. Clague is attached hereto as Exhibit 99.1.

Ms. Clague, age 54, previously served as the Chief Financial Officer of the San Diego and Ohio operations of Amylin Pharmaceuticals, Inc., a wholly owned subsidiary of Bristol-Myers Squibb. Prior to the acquisition by Bristol-Myers Squibb in 2012, Ms. Clague was the Vice President, Corporate Controller and Chief Accounting Officer of Amylin for 10 years, and during this time also served as the Chief Financial Officer of the Amylin/Lilly Collaboration that was responsible for products with $500+ million in annual net reported revenue. From 1988 to 1999, Ms. Clague was the director of finance and accounting operations for Sony Electronics, Inc. From 1985 to 1988, Ms. Clague served as internal audit supervisor at Cubic Corporation. From 1982 to 1985, Ms. Clague held various audit positions at KPMG. Ms. Clague also serves on the Board of Directors of LRAD Corporation where she chairs the Audit Committee and is on the Compensation Committee. Ms. Clague is a certified public accountant in the State of California, and has a B.S. in Business Administration from Menlo College.

In connection with her hiring as the Company’s Chief Financial Officer, Ms. Clague will be entitled to receive a base salary of $335,000 per year, and was granted a stock option to purchase up to 100,000 shares of the Company’s common stock (the “Option”), which will vest in 12 equal quarterly installments over three years. The Option has an exercise price equal to $9.45 per share, which was equal to the closing price of the Company’s common stock on the date of grant. In addition to a base salary, Ms. Clague is entitled to a discretionary annual performance-based cash bonus, with a target bonus equal to 40% of her base salary. Ms. Clague is also entitled to receive health care coverage under the Company’s medical, vision and dental plans, and can participate in the Company’s 401(k) Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Retrophin, Inc. dated November 17, 2014.

SIGNATURE

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.

	RETROPHIN, INC.
Dated: November 17, 2014	By:	/s/ Stephen Aselage
	Name:	Stephen Aselage
	Title:	CEO

EX-99.1

Exhibit 99.1

Retrophin Names Laura M. Clague as Chief Financial Officer

New York, NY (November 17, 2014) – Retrophin, Inc. (NASDAQ: RTRX) today announced the appointment of Laura M. Clague, CPA as Senior Vice President and Chief Financial Officer, effective immediately. Ms. Clague will manage the Company’s financial operations from its San Diego office. She is replacing Marc Panoff, who will remain for a mutually agreed upon transition period.

Ms. Clague brings to Retrophin more than 30 years of experience as a financial executive. Most recently, she served as Chief Financial Officer of the San Diego and Ohio operations of Amylin Pharmaceuticals, Inc., after its acquisition by Bristol-Myers Squibb for $7 billion, and subsequent divestiture to AstraZeneca. During her tenure at Amylin, Ms. Clague managed its transition from an R&D company to a commercial biopharmaceutical company with multiple marketed products by building a financial infrastructure to support and facilitate growth. Prior to the acquisition by Bristol-Myers Squibb, Ms. Clague was the Vice President, Corporate Controller and Principal Accounting Officer of Amylin for 10 years. During this time, she also served as the Chief Financial Officer of Amylin’s collaboration with Eli Lilly and Company that was responsible for products with $500+ million in annual net reported revenue.

“We’re delighted to welcome Laura to lead our financial operations as we enter into the next phase of our transition,” said Stephen Aselage, Chief Executive Officer of Retrophin. “Laura’s invaluable talents and experience will help continue to strengthen Retrophin’s financial foundation as we focus on our new strategic priorities and accelerate growth.”

“I’m thrilled to be joining Retrophin at such a pivotal time for the company,” said Ms. Clague. “This is a great opportunity to contribute to Retrophin’s growth and I look forward to helping the company generate significant value for shareholders.”

Earlier in her career, Ms. Clague held financial roles at Sony Electronics, Inc., Cubic Corporation and KPMG. She currently serves on the board of directors of LRAD Corporation. Ms. Clague is a Certified Public Accountant in the State of California, and received a B.S. in Business Administration from Menlo College.

Retrophin also announced the grant of an inducement award to Ms. Clague pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules in connection with her employment with Retrophin. In connection with her employment, Ms. Clague was granted an inducement award consisting of a stock option to purchase 100,000 shares of common stock, which will vest in 12 equal quarterly installments over three years. The stock option is subject to the terms and conditions of Retrophin’s 2014 Incentive Compensation Plan. The stock option grant was effective today, and will have an exercise price equal to today’s closing price of Retrophin’s common stock on the NASDAQ Global Market. The award was granted as an inducement material to Ms. Clague’s employment pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.

About Retrophin

Retrophin is a pharmaceutical company focused on the development, acquisition and commercialization of drugs for the treatment of serious, catastrophic or rare diseases for which there are currently no viable options for patients. The Company’s approved products include Chenodal^®, Thiola^® and Vecamyl^®, and its pipeline includes compounds for several catastrophic diseases, including focal segmental glomerulosclerosis (FSGS), pantothenate kinase-associated neurodegeneration (PKAN), schizophrenia, infantile spasms, nephrotic syndrome and others. For additional information, please visit www.retrophin.com.

Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995, regarding the research, development and commercialization of pharmaceutical products. Without limiting the foregoing, these statements are often identified by the words “may”, “might”, “believes”, “thinks”, “anticipates”, “plans”, “expects”, “intends” or similar expressions. No forward-looking statement can be guaranteed. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Investors are referred to the full discussion of risks and uncertainties as included in the Company’s filings with the Securities and Exchange Commission.