CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Vice PresidentClinical Development and Regulatory Affairs

On February 19, 2021 Cyclacel Pharmaceuticals, Inc. (the “Company”) and Judy Chiao, MD entered into a retirement agreement (the “Retirement Agreement”), effective on the eighth day following the date of the Retirement Agreement. to the Retirement Agreement, Dr. Chiao’s employment with the Company shall terminate as of March 5, 2021 (the “Separation Date”). The Retirement Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties related to Dr. Chiao’s employment with the Company.

In consideration for Dr. Chiao\’s comprehensive release of claims against the Company, Dr. Chiao will be entitled to receive a payment of $100,000. Specifically, Dr. Chiao has agreed, among other things, to (i) complete certain tasks prior to the Separation Date, (ii) return to the Company all Company files and documents, (iii) refrain from making any statements that are disparaging or adverse to the interests of the Company, and (iv) refrain from competing with the Company for a period of twelve (12) months following the Separation Date.

to the terms of the Company’s 2006 Equity Incentive Plan, Dr. Chiao’s vested options must be exercised within thirty (30) days of the Separation Date and to the 2015 Equity Incentive Plan and the 2018 Equity Incentive Plan, Dr. Chiao’s vested options must be exercised within three (3) months of the Separation Date. Notwithstanding the foregoing, under the Retirement Agreement the Company will extend the exercise period for all of Dr. Chiao’s vested options under the above plans until March 5, 2023 (the “Exercise Date”). Further, under the Retirement Agreement, the Company has decided to treat all of Dr. Chiao’s unvested options as vested options which may be exercised prior to the Exercise Date.

The foregoing description of the terms and conditions of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement, the form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

10.1 Form of Retirement Agreement, by and between Cyclacel Pharmaceuticals, Inc. and Judy H. Chiao, MD#
 

(#)Indicates a management contract or compensatory plan or arrangement.

  


Cyclacel Pharmaceuticals, Inc. Exhibit
EX-10.1 2 tm217716d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1       Cyclacel Pharmaceuticals,…
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About CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC)

Cyclacel Pharmaceuticals, Inc. operates in the field of cell cycle biology. The Company has generated various families of anticancer drugs that act on the cell cycle, including nucleoside analogs, cyclin dependent kinase (CDK) inhibitors, polo-like kinase (PLK) inhibitors and Aurora Kinase/vascular endothelial growth factor receptor (AK/VEGFR) inhibitors. Its family of anticancer drugs that act on the cell cycle include sapacitabine, seliciclib and CYC065. Its lead candidate, sapacitabine, is an orally available nucleoside analog. A number of nucleoside drugs, such as gemcitabine and cytarabine, also known as Ara-C, both generic drugs, are in use as conventional chemotherapies. Seliciclib, its lead CDK inhibitor, is an oral inhibitor of CDK2/9 enzymes that are central to the process of cell division and cell cycle control. Its second-generation CDK inhibitor, CYC065, is an inhibitor of CDKs targeting CDK2/9 enzymes with utility in both hematological malignancies and solid tumors.

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