Cyclo Therapeutics, Inc. appointed new CEO

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



 
In accordance with the Merger Agreement, the board of directors of Cyclo (the "Board") increased the size of the Board from nine members to ten members. On December 27, 2023, effective as of the Effective Time, Shawn Cross, a former director and former Chief Executive Officer of AMTI, was appointed to the Board to serve as a member of the Board, until his successor has been duly elected and qualified, or until his earlier resignation or removal. The Board has affirmatively determined that Mr. Cross qualifies as an "independent director" under the applicable rules and regulations of The Nasdaq Stock Market and the U.S. Securities Exchange Act of 1934, as amended. At this time, Mr. Cross has not been appointed to any committees.

 

Other than as provided for in the Merger Agreement, there are no arrangements or understandings between Mr. Cross and any other persons pursuant to which he was selected as a director of Cyclo, he has no family relationships with any of Cyclo's directors or executive officers, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

 

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Mr. Cross's compensation for service as a non-employee director will be consistent with that of the Cyclo's other non-employee directors. The non-employee director compensation program is described under the heading "Compensation of Directors" in Cyclo's Definitive Proxy Statement filed with the Securities and Exchange Commission on June 13, 2023.

 

Mr. Cross served as Chief Executive Officer and Chair of the AMTI Board of Directors from March 2023 through December 27, 2023, served as AMTI's President and Chief Operating Officer from May 2022 to March 2023 and AMTI's Chief Financial Officer from March 2020 to May 2022. Prior to joining AMTI, Mr. Cross was at JMP Securities LLC where he was Managing Director and Co-Head Healthcare Investment Banking and a member of the Investment Banking Management Committee from September 2018 to March 2020. Prior to JMP Securities LLC, Mr. Cross worked at GT BioPharma, Inc., a clinical stage immuno-oncology company, where he was President and Chief Operating Officer from November 2017 to February 2018 and Chairman of the board of directors and Chief Executive Officer from February 2018 to July 2018. Mr. Cross was Managing Director, Healthcare Investment Banking at Deutsche Bank Securities from November 2015 to November 2017 and Managing Director, Healthcare Investment Banking at Wells Fargo Securities from November 2010 to August 2015. He has served on the board of directors of BioPlus Acquisition Corp since December 2021. Mr. Cross holds a B.S. in Kinesiology from the University of California, Los Angeles and an M.B.A. from Columbia Business School.