Fresh Tracks Therapeutics, Inc. appointed Albert N. Marchio, II as new CEO

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

On September 18, 2023, in connection with its approval of the proposed liquidation and dissolution of Fresh Tracks Therapeutics, Inc. (the "Company" or "Fresh Tracks") and the plan of liquidation and dissolution (the "Plan of Dissolution") described in Item 8.01 below, the Board of Directors (the "Board") of the Company terminated Andrew D. Sklawer, the Company's President and Chief Executive Officer, without cause, effective October 2, 2023. 

The Company and Mr. Sklawer intend to enter into a separation and release agreement that includes the severance payments to which Mr. Sklawer is entitled pursuant to his current employment agreement. The Company and Mr. Sklawer also intend to enter into a consulting arrangement for Mr. Sklawer to support the Company during the proposed liquidation and dissolution process.

In addition, on September 18, 2023, each of the members of the Board (Reginald L. Hardy, Gary A. Lyons and Vijay B. Samant) informed the Company that he will resign from the Board, effective October 2, 2023. Messrs. Hardy's, Lyons' and Samant's decisions to resign relate to the proposed liquidation and dissolution of the Company and are not the result of any disagreement on any matter relating to the operations, policies or practices of the Company.

Also, on September 18, 2023, the Board appointed Albert N. Marchio, II, the Company's current Chief Financial Officer, as the Company's new Chief Executive Officer, Chief Financial Officer, and Secretary, as well as a director and Chairman of the Board, in each case effective October 2, 2023. As such, Mr. Marchio will become the Company's principal executive officer and will remain the Company's principal financial officer. 

Mr. Marchio was appointed the Company's Chief Financial Officer effective December 1, 2020. He has been with Danforth Advisors since May 2019, providing financial consulting services on a project/interim basis for public (CytomX Therapeutics, Inc. (Nasdaq: CTMX)) and various private life sciences companies. Previously, Mr. Marchio served in various finance and accounting roles at Edge Therapeutics, Inc. (now known as PDS Biotechnology Corporation), a clinical-stage biopharmaceutical company, including Chief Accounting and Administrative Officer from October 2016 to November 2018, Interim Chief Financial Officer from March 2017 to October 2017, Chief Accounting and Operations Officer from March 2014 to October 2016, and Chief Financial Officer from December 2011 through March 2014. 

Mr. Marchio will remain a consultant to the Company and will continue to receive the same compensation as provided in the Consulting Agreement between the Company and Danforth Advisors (Mr. Marchio's employer), effective December 1, 2020 (the "Consulting Agreement"). The Consulting Agreement provides for compensation for services provided at a rate of $350 per hour, as well as reimbursement of Mr. Marchio's covered commuting expenses to the Company's Boulder, Colorado headquarters location and any other such necessary business expenses. The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is incorporated herein by reference as Exhibit 10.1.

Mr. Marchio has no family relationship with any director or executive officer of the Company, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.