Eliem Therapeutics, Inc. appointed Andrew Levin as new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Separation and Consulting Agreements 

On February 13, 2023, Eliem entered into a letter agreement with three of its executive officers - President, Chief Executive Officer and Director Robert Azelby, Executive Vice President, Chief Operating Officer and Chief Financial Officer Erin Lavelle, and Executive Vice President and General Counsel James Bucher (each, an "Officer") - pursuant to which each such Officer will resign from his or her positions with the Company. Specifically: 


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The Company and Mr. Azelby mutually agreed that Mr. Azelby will resign as President, Chief Executive Officer and as a member of the Board. Mr. Azelby's resignation from the foregoing offices and as a member of the Board is effective on February 13, 2023 (the "Azelby Separation Date"). Mr. Azelby and the Company entered into a separation and consulting agreement, dated February 13, 2023 (the "Azelby Separation Agreement") pursuant to which, and subject to a general release and waiver of claims against the Company, Mr. Azelby will receive the following severance benefits as a result of his resignation: (i) a lump sum payment on the first regularly scheduled payroll date following the Azelby Separation Date of $1,404,000, which is equal to twenty four months of Mr. Azelby's current base salary , (ii) a payment of $912,600, which is equal to two times Mr. Azelby's annual bonus for the calendar year 2023, (iii) COBRA Health Insurance Premiums for twenty-four months following the Azelby Separation Date, and (iv) accelerated vesting of Mr. Azelby's outstanding and unvested stock options as of the Azelby Separation Date. 


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The Company and Ms. Lavelle mutually agreed that Ms. Lavelle will resign as Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company. Ms. Lavelle's resignation from the foregoing offices will become effective on March 10, 2023 (the "Lavelle Separation Date"). Ms. Lavelle 


and the Company entered into a separation and consulting agreement, dated February 13, 2023 (the "Lavelle Separation Agreement") pursuant to which, and subject to a general release and waiver of claims against the Company, Ms. Lavelle will receive the following severance benefits (the "Lavelle Employment Agreement") as a result of her resignation: (i) a lump sum payment on the first regularly scheduled payroll date following the Lavelle Separation Date of $726,520, which is equal to eighteen months of Ms. Lavelle's current base salary, (ii) a payment of $326,957, which is equal to 1.5 times Ms. Lavelle's annual bonus for the calendar year 2023, (iii) COBRA Health Insurance Premiums for eighteen months following the Lavelle Separation Date, and (iv) accelerated vesting of Ms. Lavelle's outstanding and unvested stock options as of the Lavelle Separation Date. 


The foregoing descriptions of the Azelby Separation Agreement and Lavelle Separation Agreement (together, the "Separation Agreements") do not purport to be complete and are qualified in their entirety by the terms and conditions of the Separation Agreements, forms of which are filed as Exhibit 10.1 and 10.2 hereto and incorporated by reference herein. 

Appointment of Executive Chairman 

On February 13, 2023, in connection with the departure of Mr. Azelby, Andrew Levin assumed the role of Executive Chairman and will act as the Company's principal executive officer on an interim basis while the Company conducts a search for a permanent Chief Executive Officer. Dr. Levin, age 46, who is a Co-Founder of Eliem and served as the Company's Chief Executive Officer from October 2018 to October 2020, has served as the Chairman of the Board since February 2019. Since 2015, Dr. Levin has served as a Managing Director on the Investment Team at RA Capital Management, L.P. Previously, Dr. Levin was a Vice President at H.I.G. BioVentures, and prior to that he served as the Director of Pharmaceutical Sciences for the Clinton Health Access Initiative. Dr. Levin holds a B.S. in mechanical engineering from Princeton University, a Ph.D. in biomedical engineering from the Massachusetts Institute of Technology and an M.D. from Harvard Medical School. 

Dr. Levin has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. 

The Company is a party to certain transactions in which Dr. Levin has a direct or indirect material interest and in which the amounts involved exceed $120,000. The Company is party to an investor rights agreement, or IRA, as amended in March 2021, with certain of its stockholders, including entities affiliated with Dr. Levin. In addition, the Company was previously a party to a services agreement with Carnot, LLC (along with its successor agreements, the "Carnot Agreement") which was terminated on December 2, 2022. Under the terms of the Carnot Agreement, Carnot Pharma, LLC provided research and services related to Eliem's drug discovery, research and development programs and Eliem compensated Carnot Pharma, LLC for the time its personnel devoted to such efforts. Subsequent to the Company's entering into the Carnot Agreement, Carnot, LLC was dissolved and the services agreement transitioned to its successor Carnot Pharma, LLC. RA Capital Management, L.P. is the manager of the members of Carnot Pharma, LLC and Dr. Levin is the President of Carnot Pharma, LLC.