Accepted (ET)
4:37 PM
Oct 5, 2026
Filed
Oct 5, 2026
Documents
15
Size
394.5 KB
Summary
OS Therapies: appoints new CFO and CCO
What happened
- The filing says that on Sep 29, 2026 the board of OS Therapies Incorporated appointed Francis (Frank) Knuettel II as chief financial officer and Kerry Clem as chief commercial officer. Christopher P. Acevedo ceased serving as chief financial officer and will continue to provide services to the company in a consulting capacity. The company entered into employment agreements with each new officer and issued a press release on Oct 1, 2026 announcing the appointments.
Key details
- Each employment agreement has an initial term of 3 years commencing Sep 29, 2026; if not extended the company must give at least 180 days’ prior written notice.
- Mr. Knuettel: base salary of $300,000 per year, increasing to $360,000 after a material transaction (examples include a capital raise > $10,000,000, licensing payments > $10,000,000, sale of a priority review voucher, or similar). Initial equity awards (subject to board approval) include options to purchase 750,000 shares and 250,000 RSUs; 20% of each award vests upon grant and 80% vests in 12 equal quarterly installments. Performance grants include options for 150,000 shares and 50,000 RSUs upon a capital raise > $10,000,000, and options for 75,000 shares and 25,000 RSUs upon each of several milestones (out-license proceeds > $10,000,000; sale of a priority review voucher for > $100,000,000; royalty transaction with cumulative proceeds > $10,000,000; research initiation by an analyst at a mid-tier investment bank).
- Mr. Clem: base salary of $300,000 per year. Initial equity awards (subject to board approval) include options to purchase 700,000 shares and 200,000 RSUs; 20% of each award vests upon grant and 80% vests in 12 equal quarterly installments. Additional performance-based equity awards may be granted based on milestones.
- Severance for each executive (if, prior to the 3rd anniversary, the company terminates other than for Cause or the executive resigns for Good Reason): continued payment of base salary for 180 days, accelerated vesting equal to what would have vested during the 180-day period, and reimbursement of the company’s share of health insurance premiums if the executive timely elects COBRA. Severance is conditioned on execution and non-revocation of a separation and release within 60 days and continued compliance with post-employment obligations.
- Each executive signed the company’s standard confidentiality and non-competition agreement and will be subject to the company’s clawback policy.
Why it may matter
- The filing reports Item 5.02 (departure and appointment of officers) and Item 1.01 (entry into material definitive agreements, namely the employment agreements), which cover the appointments, compensation, equity awards and severance terms described above. The filing does not show why the insider traded or why the company acted.