Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2020, Dayton Misfeldt provided notice of resignation from his
positions with Sunesis Pharmaceuticals, Inc. (the "Company" or "Sunesis") as our
interim Chief Executive Officer, principal executive officer and principal
financial officer, and member of the Board of Directors (the "Board"), effective
as of December 31, 2020, in order to pursue another opportunity. Mr. Misfeldt's
resignation was not the result of any disagreement with Sunesis on any matter
relating to our finances, accounting, operations, practices or policies.
Mr. Misfeldt has agreed to continue as a consultant to assist in an orderly
transition. Mr. Misfeldt is expected to enter into a consulting agreement (the
"Consulting Agreement"), under which Mr. Misfeldt will provide consulting
services to us through the completion of the previously announced merger with
Viracta Therapeutics, Inc. (the "Merger"). Pursuant to the Consulting Agreement,
the options to purchase our common stock held by Mr. Misfeldt will continue to
vest through the closing of the Merger. Under the Company's previously announced
retention program, subject to his continued service through the closing of the
Merger, Mr. Misfeldt will be eligible for an extension of the post-termination
exercise period for all options held by him with an exercise price below $10.00
per share until the earlier of the original expiration date of such option or
twenty-four (24) months following the closing of the Merger. The description of
the Consulting Agreement contained herein does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Consulting
Agreement, which will be filed as an exhibit to our Annual Report on Form 10-K
for the period ending December 31, 2020.
In conjunction with Mr. Misfeldt's resignation, on December 16, 2020, the Board
appointed Parvinder S. Hyare, age 50, our Senior Vice President, Commercial, as
interim Chief Executive Officer, effective January 1, 2021. In this role, he
will be acting as our principal executive officer. Mr. Hyare joined us in 2014
as Vice President of Market Access, and has been promoted to SVP, Commercial in
2019. Mr. Hyare has over 20 years of experience in leadership of organizations
across global, national, and regional geographies to drive significant success
with commercial and development stage products within biotechnology and
pharmaceutical markets. Prior to joining Sunesis, Mr. Hyare was Executive
Director, Managed Markets & Reimbursement at AMAG Pharmaceuticals, Inc. and
previously served as National Sales Director for that company from 2008 until
2014. Prior to AMAG, Mr. Hyare was Region Business Director and also served in
various management roles across sales and managed markets for Ortho Biotech a
division of Johnson & Johnson from 2000 until 2008. Mr. Hyare began his career
at Merck & Co. as a Sales Representative/Vaccine Specialist. Mr. Hyare holds a
BS in Business Administration and minor in chemistry from CSU Stanislaus.
Mr. Hyare is not receiving any additional compensation in connection with his
appointment as interim Chief Executive Officer. Mr. Hyare's current annual base
salary is set at $333,336, and he is eligible for an annual target bonus of 35%
of his annual base salary. Under the retention program and subject to his
continued employment through the closing of the Merger or involuntary
termination (other than for cause) on or before the closing of the Merger,
Mr. Hyare will be eligible to receive (i) a guaranteed cash bonus equal to his
current target annual bonus for 2020 (regardless of actual performance), which
amounts to $116,668; and (ii) extension of the post-termination exercise period
for all options held by him with exercise price below $10.00 per share until the
earlier of the original expiration date of such option or twelve months
following the date on which his employment terminates. The retention program
also provides Mr. Hyare outplacement services for six months. Such retention
benefits are in addition to the severance benefits available to Mr. Hyare under
the severance agreement, which provide that he will be eligible to receive
severance benefits in the event of his involuntary termination by Sunesis (other
than for cause), including (A) cash severance equal to nine of months of base
compensation, (B) nine months of payment or reimbursement of COBRA premiums, and
(C) acceleration of 100% of his outstanding options.
Mr. Hyare was not appointed as our interim Chief Executive Officer pursuant to
any arrangement or understanding with any other person. Mr. Hyare does not have
any family relationships with any of our executive officers or directors, and he
is not a party to any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K. In connection with his appointment, Mr. Hyare will
enter into our standard indemnification agreement.
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In addition, on December 16, 2020, the Board appointed Tina Gullotta, our Vice
President, Finance and principal accounting officer as our principal financial
officer, effective January 1, 2021. Ms. Gullotta joined us in August 2018 with
extensive experience in accounting, finance, and investor relations in the
biotech industry. Prior to joining Sunesis, Ms. Gullotta was the Corporate
Controller and held various other management positions at Atara Biotherapeutics,
Inc. a public immunotherapy company, from February 2014 to January 2018. Prior
to joining Atara Biotherapeutics, Inc. Ms. Gullotta held financial management
positions in various industries including retail and telecommunications and
began her career in the business assurance practice with PricewaterhouseCoopers
LLP. Ms. Gullotta received a B.S.C. in Accounting from Santa Clara University.
Ms. Gullotta is not receiving any additional compensation in connection with her
appointment as our Principal Financial Officer. Ms. Gullotta's current annual
base salary is set at $253,000, and she is eligible for an annual target bonus
of 30% of her annual base salary. Ms. Gullotta is a party of to the Executive
Severance Benefits Agreement dated May 4, 2020 filed with the SEC as Exhibit
10.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2020
filed with the SEC on August 11, 2020. Ms. Gullotta is also eligible for
retention benefits in connection with the Merger in accordance with the
retention letter agreement filed as Exhibit 10.4 to the Current Report on
Form 8-K filed with the SEC on November 30, 2020 and incorporated herein by
reference. Ms. Gullotta was not appointed as our principal financial officer
pursuant to any arrangement or understanding with any other person. Ms. Gullotta
does not have any family relationships with any of our executive officers or
directors, and she is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events
The information set forth in Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 8.01.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, statements regarding: expected timing, completion and
effects of the proposed Merger, and other statements that are not historical
facts. Sunesis' expectations and beliefs regarding these matters may not
materialize. Sunesis' actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of these risks and uncertainties, which include, without limitation, risks
relating to the ability of the parties to consummate the proposed Merger,
satisfaction of closing conditions precedent to the consummation of the proposed
Merger, potential delays in consummating the Merger, and the ability of Sunesis
to timely and successfully achieve the anticipated benefits of the Merger.
These risks and uncertainties may be amplified by the COVID-19 pandemic, which
has caused significant economic uncertainty. If any of these risks materialize
or underlying assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements.
Additional risks and uncertainties that could cause actual outcomes and results
to differ materially from those contemplated by the forward-looking statements
are included under the caption "Risk Factors" and elsewhere in Sunesis' most
recent filings with the SEC, including Sunesis' Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020 and other documents Sunesis has filed,
or will file, with the SEC, including a registration statement on Form S-4 that
will include a proxy statement/prospectus, and any subsequent reports on
Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and
available at www.sec.gov. These documents can be accessed on Sunesis' Investor
Relations page at https://ir.sunesis.com/shareholder-services/contact-ir by
clicking on the link titled "SEC Filings."
The forward-looking statements included in this Current Report on Form 8-K are
made only as of the date hereof. We assume no obligation and do not intend to
update these forward-looking statements, except as required by law or applicable
regulation.
Additional Information and Where to Find It
In connection with the proposed Merger, on December 22, 2020, Sunesis filed with
the SEC and furnished to the security holders of Sunesis and Viracta, a
Registration Statement on Form S-4, which will constitute a proxy
statement/prospectus of Sunesis and will include an information statement of
Viracta, in connection with the proposed Merger, whereupon the separate
corporate existence of Merger Sub shall cease and Viracta shall continue as the
surviving corporation of the Merger as a wholly owned subsidiary of Sunesis. The
prospectus/information statement described above will contain important
information about Sunesis, Viracta, the proposed Merger and related matters.
Investors and security holders are urged to read the prospectus/information
statement carefully when it becomes available. Investors and security holders
will be able to obtain free copies of these documents, and other documents filed
with the SEC, by Sunesis through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain
free copies of these documents from Sunesis by contacting the Sunesis' Investor
Relations by telephone at 650-266-3784 or by going to Sunesis' Investor
Relations web page at https://ir.sunesis.com/shareholder-services/contact-ir and
clicking on the link titled "SEC Filings."
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Participants in the Solicitation
The respective directors and executive officers of Sunesis and Viracta may be
deemed to be participants in the solicitation of proxies and written consents
from the security holders of Sunesis and Viracta, respectively, in connection
with the proposed Merger. Information regarding the interests of these directors
and executive officers in the transaction described herein will be included in
the proxy statement/prospectus described above. Additional information regarding
Sunesis' directors and executive officers is included in Sunesis' proxy
statement for our Annual Meeting of Stockholders, which was filed with the SEC
on April 17, 2020. This document is available from Sunesis free of charge as
described in the preceding paragraph.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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