Tyme Technologies, Inc. (OTCMKTS:TYMI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Tyme Technologies, Inc. (OTCMKTS:TYMI) 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.

On November 23, 2020, the Board of Directors of the Company (the “Board”) appointed Richard Cunningham as the new Chief Executive Officer of the Company, effective November 24, 2020. The Board also appointed Mr. Cunningham to serve on the Board to fill a vacancy as a Class II director, effective November 24, 2020.

Mr. Cunningham, age 50, brings over 20 years of leadership experience in the healthcare and biopharmaceutical industry. Immediately before joining TYME, Mr. Cunningham was the Chief Executive Officer and President of IXC Discovery, Inc. (formerly, Icagen Inc.), a drug discovery company, which positions he held beginning in November 2014. He has also served as a director there since April 2020. Before IXC Discovery, Inc., Mr. Cunningham held various roles at pharmaceutical and healthcare companies, including Boehringer Ingelheim and Valeant Pharmaceuticals (now, Bausch Health Companies Inc.; NYSE: BHC). His experience includes a broad array of responsibilities, including mergers and acquisitions, business development, strategy development, therapeutic launches, contracting, managed care, and sales and marketing. He has led the commercialization and launch of multiple therapies in oncology, rare disease, infectious disease, respiratory, neurology, cardiovascular and metabolic diseases.

Mr. Cunningham’s employment agreement, dated November 24, 2020 (the “Cunningham Letter Agreement”) provides for a sign-on bonus of $75,000 and an annual salary of $550,000 and has a four-year term, unless earlier terminated or extended. Mr. Cunningham will also be eligible to earn an annual target incentive award under the Company’s Cash Incentive Plan, determined by the independent directors of the Board (upon the recommendation of the Board’s Compensation Committee). For fiscal year 2021, Mr. Cunningham’s target incentive award is 50% of base salary, prorated for the partial year of service. The Cunningham Letter Agreement provides that Mr. Cunningham will be entitled to the following severance benefits in the event of termination by the Company without “cause” or by the executive for “good reason” (as those terms are defined in the Cunningham Letter Agreement): (i)(a) his base salary as in effect at the time of such termination to the extent such amount has accrued through the termination date and remains unpaid, (b) any fully earned and declared but unpaid target incentive award as of the termination date and (c) any unpaid unreimbursed expenses as of the termination date (collectively, (i)(a) through (i)(c), the “Accrued Obligations”); and (ii) in return for a timely executed and delivered release, (a) an amount equal to one year of his base salary, which will be payable in the same amounts and at the same intervals as if the employment period had not ended, (b) immediate vesting of the portion of all his time-vesting equity awards under the Company’s 2015 Equity Incentive Plan (as amended, the “2015 Plan”) that would have vested in the 12-month period following the termination date and (c) if he timely elects continued coverage to COBRA, payment of his share of the premium cost at the same rate as for active employees of the Company for the 12-month period following the termination date.

to the Cunningham Letter Agreement, the Company granted to Mr. Cunningham on November 25, 2020 (the “Grant Date”), a nonqualified stock option, which enables him to purchase up to 2,000,000 shares of common stock of the Company, par value $0.0001 per share, at an exercise price per share of $1.03. The option has a ten-year term and vests in equal quarterly installments over the four year period following the Grant Date.

If Mr. Cunningham is terminated by the Company without “cause” or by him for “good reason,” in each case, upon or within 12 months following the consummation of a Change in Control (as those terms are defined in the Cunningham Letter Agreement), then he will receive (i) the Accrued Obligations; and (ii) subject to his execution and non-revocation of a release, (a) an amount equal to one-and-a-half times one year of his base salary, which will be payable in the same amounts and at the same intervals as if the employment period had not ended, (b) an amount equal to one-and-a-half times his target incentive award for the year in which the termination date occurs (or if it has not yet been established, the target incentive award established for the immediately preceding year), which will be payable in the same manner and at the same time that the Company pays other Company executive incentive awards under the Cash Incentive Plan after the termination date, (c) immediate vesting of all his time-based equity awards under the 2015 Plan and (d) if he timely elects continued coverage to COBRA, payment of his share of the premium cost at the same rate as for active employees of the Company for the 18-month period following the termination date.

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to the Cunningham Letter Agreement, during his employment with the Company or any of its affiliates and for twelve months thereafter, Mr. Cunningham is subject to non-compete and non-solicitation obligations.

In conjunction with Mr. Cunningham’s appointment as the new Chief Executive Officer, Steve Hoffman agreed to resign as Chief Executive Officer and continue in his role of Chief Science Officer of the Company, effective November 24, 2020. As part of his duties, Mr. Hoffman will be the project manager of the Company’s TYME-19 proof-of-concept trial (RESPOnD) at least until the initiation of a Phase II clinical trial studying the product candidate. Mr. Hoffman has served as the Chief Executive Officer and Chief Science Officer of the Company since March 2015. He will remain a Class I director and Chairman of the Board. In connection with this change in position, the Company amended and restated Mr. Hoffman’s March 5, 2015 employment agreement with Company, reducing his base salary from $569,250 for fiscal year 2021 to $500,000 for fiscal year 2022 and $450,000 for fiscal year 2023. Mr. Hoffman will continue to be eligible to earn a target incentive award under the Company’s Cash Incentive Plan, determined by the independent directors of the Board (upon the recommendation of the Board’s Compensation Committee). His target incentive award under the Cash Incentive Plan for fiscal year 2021 will remain at 60% of his current base salary, but will be reduced to 50% and 40% of his base salary for fiscal years 2022 and 2023, respectively. Unless Mr. Hoffman agrees in writing, his target incentive award will not be decreased below 40% of his then current base salary. Certain defined terms were amended, including “Work Product” and “cause”, and the agreement now provides the opportunity to cure certain circumtances givng rise to cause. Mr. Hoffman’s amended and restated employment agreement otherwise remains materially consistent with his prior agreement, as summarized in the Company’s most recent proxy statement, filed on July 10, 2020, with the Securities and Exchange Commission (the “SEC”).

Messrs. Cunningham and Hoffman will not receive any director compensation for their Board services, and, to their respective employment agreements, each will be nominated as a member of the Board at each annual meeting of stockholders of the Company during their employment periods at which their respective Board seat is up for reelection.

The foregoing description of the employment agreements with Messrs. Cunningham and Hoffman are qualified in their entirety by reference to the complete text of such agreements, which the Company intends to file with the SEC as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2020.

Item 8.01. Other Events.

In connection with the management changes described above, on November 30, 2020, the Company issued a press release, which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Set forth below is a list of the exhibits to this Current Report on Form 8-K.

99.1    Press release, dated November 30, 2020.


TYME TECHNOLOGIES, INC. Exhibit
EX-99.1 2 d71637dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 TYME Builds Leadership Team with Announcement of New CEO     •   Steve Hoffman,…
To view the full exhibit click here

About Tyme Technologies, Inc. (OTCMKTS:TYMI)

Tyme Technologies, Inc., formerly Global Group Enterprises Corp., conducts majority of its research and development activities and other business operations, through its subsidiary, Tyme Inc. (Tyme). Tyme is a clinical-stage biopharmaceutical company. Tyme is focused on the development and commercialization of highly targeted cancer therapeutics with a range of oncology indications. The Company’s another subsidiary, Luminant Biosciences, LLC, conducts the initial research and development of the Company’s therapeutic platform. The Company is formulating its regulatory and drug development program for its lead drug candidate, SM-88, and working towards the initiation of its Phase II clinical trial. The Company is also evaluating the expansion of its Phase II program to other types of cancer. The Company has not generated any revenue.

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