Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Oncternal
Therapeutics, Inc. (the "Company") and pursuant to the Company's Amended and
Restated Bylaws, the Board approved an increase in its authorized size from nine
members to ten members and appointed Rosemary Mazanet, M.D., Ph.D. as a Class I
director of the Company, with an initial term expiring at the Company's 2023
Annual Meeting of Stockholders, to fill the vacancy created by the increase. The
Board has also appointed Dr. Mazanet to serve on the Scientific and Development
Committee of the Board.
Dr. Mazanet, 65, has served since June 2015 as the Chair of the Scientific
Advisory Board and since September 2017 as Chief Science Officer for Columbia
Care, Inc. She has served as Clinical Advisor to many companies and funds
through her consultancy business, R Mazanet LLC, which she has managed as
President since May 2004. Dr. Mazanet also has experience in public equity
markets as the Managing Partner at Apelles Investment, LLC from 2007 to 2014,
and as the Head of Research at Oracle Partners LP from 1998 to 2004. Prior to
her public equity work, Dr. Mazanet worked at Amgen, Inc., where she led
Clinical Development teams that conducted successful development programs
leading to product approvals. Dr. Mazanet served as a director of GTx, Inc. from
January 2002 to June 2010, prior to the completion of its merger with the
Company in June 2019. Dr. Mazanet has served as a Trustee at the University of
Pennsylvania Health System since July 2002, and as the Chair, Executive Advisory
Board for the Wharton Leonard Davis Institute since December 2020. Dr. Mazanet
holds a B.A. in biology from the University of Virginia, and an M.D. and Ph.D.
from the University of Pennsylvania. Dr. Mazanet trained as an internist and
oncologist in the Harvard Hospitals.
In connection with her appointment to the Board, Dr. Mazanet received an option
to purchase 30,000 shares of common stock of the Company with an exercise price
equal to $5.33, the closing sales price of the Company's common stock on the
date of grant. The option award has a term of ten years from the date of grant
and will vest and become exercisable in 36 substantially equal installments on
each monthly anniversary of the date of grant, subject to Dr. Mazanet's
continued service on the Board through the applicable vesting date. Dr. Mazanet
will also receive cash compensation for her service on the Board in accordance
the Company's non-employee director compensation program as in effect from time
to time, as most recently described in the definitive proxy statement on
Schedule 14A for the Company's 2020 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission ("SEC") on April 29, 2020. Dr. Mazanet
will enter into the Company's standard form of Indemnification Agreement, which
was filed as exhibit 10.31 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2019 filed with the SEC on March 16, 2020.
There is no arrangement or understanding between Dr. Mazanet and any other
person pursuant to which Dr. Mazanet was appointed as a director. Dr. Mazanet is
not a party to any transaction that would require disclosure under Item 404(a)
of Regulation S-K promulgated under the Securities Act of 1933, as amended. The
Board has determined that Dr. Mazanet is an independent director in accordance
with the listing requirements of the Nasdaq Stock Market.
On January 28, 2021, the Company issued a press release announcing Dr. Mazanet's
appointment to the Board. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by this reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No Description
99.1 Press Release dated January 28, 2021
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
1
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