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): January 2227, 2014

Chelsea TherapEUtics International, Ltd.

(Exact name of registrant as specified in its charter)

Delaware

000-51462

20-3174202

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer ID Number)

3530 Toringdon Way, Suite 200, Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(704) 341-1516

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 Instruction 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))

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

OnAppointment ~~January 22, 2014, the Board~~ of ~~Directors (the “Board”) of Chelsea Therapeutics International, Ltd. (the “Company”), appointed Joseph G. Oliveto to be the Company’s President and~~ Chief ~~Executive~~Commercial Officer, effective immediately. Since July 2012, Mr. Oliveto had served as the Company’s interim President and Chief Executive Officer. Also on January 22, 2014, the Board appointed Mr. Oliveto to the Board to fill an existing vacancy.

~~Mr.~~On ~~Oliveto~~January ~~joined the~~27, ~~Company~~2014, inChelsea ~~2008~~Therapeutics International, ~~as Vice President of Operations~~Ltd. ~~Before joining~~ (the “Company”), ~~Mr.~~appointed ~~Oliveto~~Keith ~~was employed in the position of Executive in Residence at Pappas Ventures, a life sciences venture capital firm~~W. ~~Prior~~Schmidt to ~~Pappas~~be ~~Ventures, he served in a number of progressively senior positions at Hoffmann-La Roche, most recently as~~ the ~~Global Alliance Director for Roche~~Company’s ~~licensing~~Chief ~~organization. Previous~~Commercial ~~experience at Roche includes clinical development~~Officer, ~~project management, manufacturing process improvement and global business.~~ ~~During~~effective ~~his~~January ~~tenure~~28, he played an integral part in the success of multiple New Drug Application filings, developed comprehensive launch programs, including those for both Pegasys and Copegus, and closed multiple licensing deals2014. ~~Mr. Oliveto obtained a BA in Chemistry and an MBA from Rutgers University.~~

~~Mr.~~From ~~Oliveto,~~July ~~age~~2006 ~~46, has~~to noJuly ~~familial~~2012, ~~relationships~~Mr. ~~with~~Schmidt served ~~any~~as ~~executive~~the ~~officer~~Company’s orVice ~~director~~President, ofMarketing ~~the~~and ~~Company~~Sales. ~~Other~~Since ~~than~~July ~~his employment with us~~2012, ~~there have~~Mr. ~~been~~Schmidt nohad ~~transactions~~served inas ~~which~~a weconsultant ~~have~~to ~~participated~~the Company. ~~and in which~~ Mr. ~~Oliveto~~Schmidt ~~had~~has aover ~~direct~~30 oryears ~~indirect~~of ~~material~~experience ~~interest involving~~ in ~~excess~~domestic ofand ~~$120,000~~international ~~since~~pharmaceutical ~~January~~sales 1,and ~~2013~~strategic marketing, including the ~~beginning~~launch of ~~our~~many ~~last~~industry ~~completed~~leading ~~fiscal year~~drugs.

InMr. ~~connection with~~Schmidt, ~~his~~age ~~appointment as President and Chief Executive Officer of the Company~~63, ~~the~~has ~~Board~~no ~~approved~~familial anrelationships with ~~annual~~any ~~base~~executive ~~salary~~officer ~~for Mr.~~or ~~Oliveto~~director of ~~$350,000.~~the MrCompany. ~~Oliveto~~Other ~~also~~than ~~received~~his aconsulting ~~stock~~arrangement ~~option~~with ~~grant of 150~~us,~~000~~ ~~shares~~pursuant ofto ~~the~~which ~~Company’s~~we ~~common stock~~have atpaid anMr. ~~exercise~~Schmidt ~~price~~an aggregate of approximately $~~4.65~~125,000, ~~which~~there ~~was~~have ~~the~~been ~~closing~~no ~~price~~transactions ofin ~~the~~which ~~Company’s~~we ~~common~~have ~~stock~~participated onand ~~the~~in ~~Nasdaq Capital Market~~which onMr. ~~the~~Schmidt ~~date~~had ofa ~~the~~direct ~~grant.~~or ~~The~~indirect ~~options~~material ~~will~~interest ~~vest~~involving in ~~equal~~excess ~~annual~~of ~~installments over four years~~$120,000 ~~beginning~~since January 221, ~~2015.~~2013, ~~Mr. Oliveto~~the ~~will~~beginning ~~not~~of our ~~receive~~last ~~any~~completed ~~additional~~fiscal ~~compensation for his service as a director of the Company~~year.

OnIn connection with his hiring, Mr. Schmidt entered into an offer letter with the Company dated January 27, 2014. Pursuant to the terms of the offer letter, Mr. Schmidt will ~~the~~receive ~~Company~~an ~~issued~~annual base salary of $275,000 and will be eligible for an annual discretionary performance-based bonus with a ~~press~~target award ~~release~~of ~~regarding~~20% of his base salary. Mr. Schmidt also received an initial stock option grant of 100,000 shares of the ~~matters~~Company’s common ~~described~~stock inat ~~this~~an ~~Item~~exercise 5price of $4.~~02.~~50 Aper ~~copy~~share, which was the closing price of the ~~press~~Company’s ~~release~~common isstock ~~attached~~on ~~hereto~~the Nasdaq asCapital ~~Exhibit~~Market 99on the date of the grant.1 ~~and~~The ~~incorporated~~options ~~herein~~will byvest ~~reference~~in equal annual installments over four years, beginning January 28, 2015.

Mr. Schmidt will also be added as an “Eligible Executive” under the Company’s Executive Retention Bonus Plan (the “Retention Plan”) and its Executive Severance Plan (the “Severance Plan”). Under the Retention Plan, Mr. Schmidt will be eligible to receive a cash bonus equal to 50% of his annual base salary upon the occurrence of a “Sale Event” (as defined in the Retention Plan). However, Mr. Schmidt will not be eligible to receive any “NDA Approval Bonus” (as defined in the Retention Plan) that may become payable under the Retention Plan. Any bonus payable to Mr. Schmidt pursuant to the Retention Plan will supplant any annual performance-based bonus for which Mr. Schmidt might otherwise be eligible. Under the Severance Plan, Mr. Schmidt will be entitled to a separation bonus equal to one month of base salary for every full month of employment with the Company, up to a maximum of 11 months’ severance pay, in the event that Mr. Schmidt’s employment is terminated by the Company without “cause” (as defined in the Severance Plan) or by Mr. Schmidt for “good reason” (as defined in the Severance Plan).

On January 30, 2014, the Company issued a press release regarding Mr. Schmidt’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Amendment to CEO Target Bonus Award

On January 27, 2014, the Company’s Board of Directors approved an increased 45% annual target bonus to the $350,000 annual base salary of Joseph G. Oliveto, the Company’s President and Chief Executive Officer, provided Mr. Oliveto does not receive any 2014 bonus payment under the Executive Retention Bonus Plan.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

99.1 Press release dated January 2730, 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.

CHELSEA THERAPEUTICS INTERNATIONAL, LTD. By: /s/ J. Nick Riehle J. Nick ~~RiehleChief~~Riehle Chief Financial Officer

Dated: January 27 30, 2014

Exhibit Index

Exhibit No.		Description
99.1		Press release dated January 2730, 2014.

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