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 OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in a current report on Form 8-K of Sunesis Pharmaceuticals, Inc. (the “Company”), on December2, 2017, Daniel N. Swisher, Jr. provided notice of his resignation from all of his positions with the Company, including as Chief Executive Officer, President, Corporate Secretary and director of the Company, effective as of December31, 2017. The Company and Mr.Swisher intend to enter into a transition agreement (the “Transition Agreement”) under which Mr.Swisher will serve as a strategic advisor to the Board of Directors of the Company (the “Board”) effective as of January1, 2018 until December31, 2018 unless further extended by mutual agreement of the parties (the “Advisory Period”). In accordance with the Transition Agreement, on January5, 2018, Mr.Swisher will receive $125,000, one third of which will be payable in cash and two thirds of which will be payable in fully vested shares of common stock granted under the 2011 Equity Incentive Plan, as amended (the “Plan”). Under the Transition Agreement, 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 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 Plan and applicable plan documents.
The foregoing description of Mr.Swisher’s transition agreement is not complete and is qualified in its entirety by reference to the transition agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December31, 2017.
As previously disclosed in the Company’s current report on Form 8-K, effective January1, 2018, on December2, 2017, the Board appointed Dayton Misfeldt, a member of the Board, as interim Chief Executive Officer, effective January1, 2018 (the “Effective Date”). On December12, 2017, the Compensation Committee of the Board (the “Compensation Committee”) granted Mr.Misfeldt an option to purchase 200,000 shares of the Company’s common stock to the Plan, with the effective grant date of December29, 2017 (last business day of the month, in accordance with the Company’s stock option grant policy), to vest monthly over the following 6 months, subject to Mr.Misfeldt’s continued service to the Company. All rights and obligations with respect to Mr.Misfeldt’s option will be as set forth in the Plan and applicable plan documents.
On December12, 2017, upon recommendation by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board resolved that Mr.Misfeldt will step down from each of the Audit Committee, Compensation Committee and Nominating Committee, effective December31, 2017, and that concurrently, James W. Young will be appointed to the Audit Committee, Homer L. Pearce will be appointed to the Compensation Committee, and Steven B. Ketchum will be appointed to the Nominating Committee, in each case, replacing Mr.Misfeldt and to serve until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The Board also appointed Mr.Carchedi as the chair of the Compensation Committee. The Board has determined that (i)each of Dr.Ketchum, Dr.Young and Dr.Pearce qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the applicable listing standards of the NASDAQ, (ii)Mr.Carchedi qualifies as an “audit committee financial expert” under the rules and regulations of the SEC and the applicable listing standards of the NASDAQ as well as the heightened independence standards for Audit Committee members set forth in the rules and regulations of the SEC and applicable listing standards of the NASDAQ, and (iii)Dr.Pearce satisfies the heightened independence standards for Compensation Committee members set forth in the rules and regulations of the SEC and the applicable listing standards of the NASDAQ.
On December12, 2017, Geoffrey M. Parker notified the Board of his resignation as a director, effective December31, 2017. Mr.Parker’s resignation is solely for personal reasons and was not the result of any disagreement or dispute with the Company.
About SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS)
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.