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

SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) 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.

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On December2, 2017, Daniel N. Swisher, Jr. provided notice of his resignation from all of his positions with Sunesis Pharmaceuticals, Inc. (the “Company”), including as Chief Executive Officer, President, Corporate Secretary and director of the Company, effective as of December31, 2017, to pursue an external employment opportunity with a large pharmaceuticals company. Mr.Swisher’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr.Swisher is expected to remain in his role as Chief Executive Officer, President,Corporate Secretary and director of the Company until December31, 2017, during which time he will continue to receive his regular salary and remain eligible for the Company’s standard benefits available generally to other employees of the Company. Following his resignation, Mr.Swisher will continue to support the Company in a strategic advisor capacity to ensure a smooth transition.

On December3, 2017, the Board of Directors of the Company (the “Board”) resolved that subject to Mr.Swisher’s agreement to serve as a strategic advisor to the Board effective as of January1, 2018 until December31, 2018 or earlier termination by the Company (the “Advisory Period”) to assist in an orderly transition and advise the Board on Mr.Swisher’s area of expertise and experience, Mr.Swisher will (i)receive $125,000 payable in cash and stock in lieu of his anticipated bonus for 2017 on or about January5, 2018, the allocation between cash and stock to be determined by the Board in their sole discretion, and (ii)continue to vest the options and other Company equity granted to Mr.Swisher will continue to vest through the end of the Advisory Period and for so long as Mr.Swisher continues to provide the advisory services to the Company, at which time any further vesting of his options and equity grants will cease and Mr.Swisher will have three months from the end of the Advisory Period to exercise his vested options. Except for the foregoing, all other rights and obligations with respect to Mr.Swisher’s equity will be as set forth in the applicable stock option and restricted stock unit agreement(s), grant notice(s) and plan documents.


On December2, 2017, the Board appointed Dayton Misfeldt, a member of the Board, as interim Chief Executive Officer, effective January1, 2018, or the Effective Date. As of the Effective Date, Mr.Misfeldt will assume the duties of the Company’s principal executive officer on an interim basis. The Nominating and Corporate Governance Committee of the Board is leading the search for a new Chief Executive Officer.

Mr.Misfeldt, age 44, has served as a member of the Board since 2009. Mr.Misfeldt is a Managing Director of Bay City Capital LLC, a venture capital firm, and focuses on biopharmaceutical investment opportunities. Prior to joining Bay City Capital in May 2000, Mr.Misfeldt was a Vice President at Roth Capital Partners where he worked as a sell-side analyst covering the biopharmaceutical industry. Mr.Misfeldt has also worked as a Project Manager at LifeScience Economics. Mr.Misfeldt received a B.A. in Economics from the University of California, San Diego.

The Board intends to review and approve the compensation arrangements for Mr.Misfeldt in an upcoming meeting of the Board or the Compensation Committee of the Board. There are no arrangements or understandings between Mr.Misfeldt and any other person to which he was selected as an officer of the Company, and there is no family relationship between Mr.Misfeldt and any of the Company’s other directors or executive officers. Entities affiliated with Bay City Capital LLC, at which Mr.Misfeldt is a Managing Director, purchased 400,000 shares of the Company’s common stock and warrants to purchase 200,000 shares of the Company’s common stock for an aggregate consideration of $800,000 in the Company’s public offering in October 2017. Other than the foregoing, Mr.Misfeldt is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.


Sunesis Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on the development and commercialization of its pipeline of oncology therapeutics for the treatment of solid and hematologic cancers. The Company offers QINPREZO (vosaroxin), which is a product candidate for the treatment of acute myeloid leukemia (AML). Vosaroxin is an anticancer quinolone derivative (AQD). The Company’s other kinase inhibitor pipeline include TAK-580, SNS-062 and SNS-229. TAK-580 is an oral, investigative drug selective for pan-Raf kinase inhibition, in patients with relapsed or refractory solid tumors. SNS-062 is a non-covalently binding inhibitor of Bruton’s tyrosine kinase (BTK). The Company has completed the pre-clinical studies for SNS-062. SNS-229 and SNS-510 are two PDK1 inhibitors. PDK1 is a kinase and mediator of Phosphoinositide 3-kinase/AKT (PI3K/AKT) signaling, which is a pathway involved in cell growth, differentiation, survival and migration.

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