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| Christopher K. Mirabelli Chairman of the Board of Directors | | | Douglas E. Onsi Chief Executive Officer and President | |
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| Q. | | | Who is soliciting my vote? | | | A. | | | The Board of Leap Therapeutics, Inc. is soliciting your vote for the proposals to be voted on at the | |
| Q. | | | Why did I receive these proxy materials? | | | A. | | | We are providing these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting, to be held virtually at https://www.cstproxy.com/leaptx/ | |
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| Q. | | | What proposals am I voting on? | | | A. | | | There are • Proposal No. 1: The election of three Class • Proposal No. 2: The approval of an advisory vote on executive compensation paid to our named executive officers (the “Say-on-Pay Proposal”); • Proposal No. 3: The indication, on an advisory basis, of the preferred frequency of future stockholder advisory votes on executive compensation (the “Say-on-Frequency Proposal”); • Proposal No. 4: The approval of an amendment (the “2022 EIP Amendment”) to the Leap Therapeutics, Inc. 2022 Equity Incentive Plan (the “2022 EIP”, and as amended, the “Amended 2022 EIP”) (the “EIP Proposal”); • Proposal No. 5: The ratification the appointment of EisnerAmper LLP, an independent registered public accounting firm, as our independent auditors for the year ending December 31, 2023; • Proposal No. 6: The approval of, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), upon conversion of the Company’s Series X Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”), issued in January 2023 (the “Conversion Proposal”); and • Proposal | |
| Q. | | | Who can vote at the Annual Meeting? | | | A. | | | Our Board has fixed April On April | |
| Q. | | | How many votes can be cast by all stockholders? | | | | | | On the Record Date, there were 136,833 shares of Series X Preferred Stock issued and outstanding; the Series X Preferred Stock is a non-voting class and therefore is not entitled to vote on the matters being considered at the Annual Meeting. Of the shares of Common Stock issued and outstanding and entitled to vote, 19,794,373 shares of Common Stock were issued as consideration in our acquisition of Flame. These 19,794,373 shares of Common Stock are not entitled to vote on Proposal No. 6 for purposes of the listing rules of the Nasdaq Stock Market. | |
| Q. | | | How do I attend the virtual Annual Meeting? | | | A. | | | Online check-in will begin at a.m., Eastern Time, on , 2023, and | |
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| Q. | | | How do I vote? | | | A. | | | If your shares are registered directly in your name, you may vote: | |
| | | | | | | | | | (1) Over the Internet prior to the Annual Meeting: Go to the website of our tabulator, Continental Stock Transfer and Trust Company (“CST”) at www.cstproxyvote.com. Use the vote control number printed on the | |
| | | | | | | | | | (2) By Telephone: Call 1-866-894-0536, toll free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You will need to have | |
(3) By Mail: If you received a printed copy of the proxy materials, complete and sign your enclosed proxy card and mail it in the enclosed postage prepaid envelope to CST. CST must receive the proxy card no later than | |||||||||||
If you do not specify how you want your shares voted, they will be voted as recommended by our Board. | | ||||||||||
(4) Online virtually while attending the Annual Meeting: If you attend the Annual Meeting online, you may vote your shares online while virtually attending the Annual Meeting by visiting https://www.cstproxy.com/leaptx/ | |||||||||||
If your shares are held in “street name,” meaning they are held for your account by a broker or other nominee, you may vote: | |
| | | | | | | | | | (1) Over the Internet prior to the Annual Meeting or by Telephone: You will receive instructions from your broker or other nominee if they permit Internet or telephonic voting. You should follow those instructions. | |
(2) By Mail: You will receive instructions from your broker or other nominee explaining how you can vote your shares by mail. You should follow those instructions. | |||||||||||
(3) Online while virtually attending the Annual Meeting: You will receive instructions from your broker or other nominee explaining how you can vote your shares online during the virtual Annual Meeting. You will need the control number included on your proxy card or voting instruction form in order to | | ||||||||||
| Q. | | | Can I revoke or change my vote? | | | A. | | | If your shares are registered directly in your name, you may revoke your proxy and change your vote before or at the Annual Meeting. To do so, you must do one of the following: | |
| | | | | | | | | | (1) Vote over the Internet or by telephone prior to the Annual Meeting as instructed above. Only your latest Internet or telephone vote submitted prior to the Annual Meeting is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on | |
| | | | | | | | | | (2) Sign a new proxy card and submit it by mail as instructed above. Only your latest dated proxy that was received by CST by 11:59 p.m., Eastern Time, on | |
(3) Attend the virtual Annual Meeting and vote online as instructed above. Attending the virtual Annual Meeting will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be. | |||||||||||
If your shares are held in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also vote your shares online while virtually attending the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions. | | ||||||||||
| Q. | | | Will my shares be voted if I do not return my proxy or do not provide specific voting instructions on the proxy card or voting instruction form that I submit? | | | A. | | | If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet prior to the Annual Meeting, by telephone, by returning your proxy by mail, or online at the virtual Annual Meeting. If you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board or sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters presented in this proxy statement and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the Annual Meeting. |
If your shares are held in street name, your broker or other nominee may, under certain circumstances, vote your shares if you do not timely return your voting instructions. Brokers and other nominees can vote their customers’ unvoted shares on discretionary matters but cannot vote such shares on non-discretionary matters. If you do not timely return a proxy to your broker or other nominee to vote your shares, your broker or other nominee may, on discretionary matters, either vote your shares or leave your shares unvoted. The election of directors (Proposal No. 1) We encourage you to timely provide voting instructions to your broker or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions. | | ||||||||||
| Q. | | | How many shares must be present to hold the Annual Meeting? | | | A. | | | The holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy must be present to hold the Annual Meeting and conduct business. This is called a quorum. For purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to withhold or abstain or votes on only one of the proposals. In addition, we will count as present shares held in street name by brokers or other | |
| | | | | | | | | | nominees that indicate on their proxies that they do not have authority to vote those shares on | |
| Q. | | | What vote is required to approve each proposal and how are votes counted? | | | A. | | | Proposal No. 1 — Election of Three Class The three nominees for Class | |
| | | | | | | | | | With respect to Proposal No. 1, you may: • vote FOR the nominees; • vote FOR a certain nominee or nominees and WITHHOLD your vote from the other nominee or nominees; or • WITHHOLD your vote from all three nominees. Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote. | |
| | | | | | | | | | Proposal No. 2 — The Say-on-Pay Proposal To approve Proposal No. 2, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the compensation of our named executive officers. Proposal No. 2 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 2. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 2 will not be counted as votes FOR or AGAINST the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 2. | |
| | | | | | | | | | Proposal No. 3 — The Say-on-Frequency Proposal The option (every year, every two years, or every three years) receiving the most votes cast by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting will be viewed as the recommendation of the stockholders. Proposal No. 3 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 3. | |
| | | | | | | | | | Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 3 will not be counted as votes FOR or AGAINST any of the options in the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 3. | |
| | | | | | | | | | Proposal To approve Proposal No. 4, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the proposal. Proposal No. 4 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 4. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 4 will not be counted as votes FOR or AGAINST the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 4. | |
| | | | | | | | | | Proposal No. 5 — Ratification of Appointment of Independent Auditors To approve Proposal Although stockholder approval of our audit committee’s appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, | |
| | | | | | | | | | Proposal No. 6 — The Conversion Proposal To approve Proposal No. 6, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the proposal. Proposal No. 6 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 6. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have | |
| | | | | | | | | | authority to vote the shares on Proposal No. 6 will not be counted as votes FOR or AGAINST the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 6. | |
| | | | | | | | | | In accordance with Nasdaq listing rules, holders of shares of common stock issued by Leap as consideration for the acquisition of Flame Bioscience, Inc. (“Flame’’) are not entitled to vote any of such shares at the Annual Meeting on Proposal No. 6. Accordingly, if you are a holder of any shares of our common stock that we issued as consideration for the acquisition of Flame, you are not entitled to vote, and will not vote or authorize or instruct any other person to vote, such shares at the Annual Meeting on Proposal No. 6, but you are entitled to vote, and may vote or authorize or instruct any other person to vote, such shares at the Annual Meeting on any other proposal, matter or business to be considered or voted on at the Annual Meeting. Proposal No. 7 — The Reverse Stock Split Proposal To approve Proposal No. 7, a majority of shares of Common Stock issued and outstanding on the Record Date must be voted FOR the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting. Proposal No. 7 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 7. Broker non-votes (if any) and abstentions will have the same effect as votes cast against the proposal. | |
| Q. | | | How does the Board recommend that I vote? | | | A. | | | Our Board unanimously recommends that you vote your shares: • “ • “FOR” the Say-on-Pay Proposal; • “FOR” the option of “1 YEAR” on the Say-on-Frequency Proposal; • “FOR” the EIP Proposal; “FOR” the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, • “FOR” the Conversion Proposal; and • “FOR” the Reverse Stock Split Proposal. | |
| Q. | | | How many votes do I have? | | | A. | | | On each matter to be voted upon, you have one vote for each share of | |
| Q. | | | Are there other matters to be voted on at the Annual Meeting? | | | A. | | | We do not know of any matters that may come before the Annual Meeting other than the election of three Class | |
| Q. | | | How do I ask a question at the virtual Annual Meeting? | | | A. | | | You will have multiple opportunities to submit questions to the Company for the virtual Annual Meeting. If you wish to submit a question in advance, you may do so at https://www.cstproxy.com/leaptx/ | |
| Q. | | | Is my vote confidential? | | | A. | | | Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Leap or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation. | |
| Q. | | | Where can I find the voting results? | | | A. | | | We will report the voting results in a Current Report on Form 8-K within four business days following the adjournment of the Annual Meeting. | |
| Q. | | | What are the costs of soliciting these proxies? | | | A. | | | We will bear all of the costs of soliciting proxies. Directors, officers and employees of Leap may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant. | |
| Q. | | | What are the implications of being | | | A. | | | We are | |
| Q. | | | Who may I contact if I have any additional questions? | | | A. | | | If you hold your shares directly, please call Douglas E. Onsi, Secretary of the Company, at (617) 714-0360. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly. | |
Name | | | Age | | | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | |
Class | |||||||
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Joseph Loscalzo, MD, PhD Nominating and Corporate Governance Committee Member | | | | | Dr. Loscalzo, age We believe that Dr. Loscalzo’s vast experience as a scientist, clinician, and educator and his background in science and medicine, make him qualified to serve as a member of our Board. | |
Name | | | Age | | | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | |
Nissim Mashiach Audit Committee Member | | | | | Mr. Mashiach, age |
Johnson & Johnson company, from January 2009 to January 2012. Prior to then, he served as President and Chief Operating Officer at Omrix Biopharmaceuticals, Inc., a public company acquired by Johnson & Johnson in 2008. Prior to Omrix, Mr. Mashiach held leadership positions at several pharmaceutical companies. He has been a board and audit committee member of Mediwound Ltd. (Nasdaq: MDWD) since June 2017. He holds an MBA from the University of Manchester, England, an MPharmSc from the Hebrew University, Jerusalem, Israel, and a BSc, Chemical Engineering from the Technion-Israel Institute of Technology, Haifa, Israel. We believe that Mr. Mashiach’s experience working with a number of biopharmaceutical companies, combined with his pharmaceutical industry experience and background, make him qualified to serve as a member of our Board. | | ||||||
Christopher K. Mirabelli, PhD Chairman of the Board | | | | | Dr. Mirabelli, age Dr. Mirabelli started his career at SmithKline and French Laboratories (now part of GlaxoSmithKline Plc) R&D Division. He is a member of the board of advisors of the Dana Farber Cancer Institute Business Development Council and the Longview Ventures Investment Committee. Dr. Mirabelli is a member of the Board of Directors of the Fredonia College Foundation and Board of Overseers of the Scripts Research Institute. He received his Ph.D. in molecular pharmacology from Baylor College of Medicine and a B.S. degree in biology from State University of New York at Fredonia. We believe that Dr. Mirabelli’s experience with Leap from serving as our President, Chief Executive Officer and Chairman, leadership in a number of biopharmaceutical companies, | |
Name | | | Age | | | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | |
| | | | | | combined with his venture capital industry experience and scientific background, make him qualified to serve as a member of our Board and its Chairman. | |
Class I Directors (terms expiring in 2024) | | | | | | | |
James Cavanaugh, PhD Nominating and Corporate Governance Committee Member and Chair Audit Committee Member | | | 86 | | | Dr. Cavanaugh, age 86, has served as a member of our Board since January 2016. Dr. Cavanaugh has been a managing director of HealthCare Ventures since 1989. He was previously President of SmithKline & French Laboratories-U.S., the domestic pharmaceutical division of SmithKline Beckman Corporation. Dr. Cavanaugh had been president of SmithKline Beckman’s clinical laboratory business and President of Allergan International. He has been a board member of a number of private and public pharmaceutical and biotechnology companies and was Chairman of The Shire Pharmaceutical Group, plc. He served as staff assistant to President Nixon for Health Affairs and then deputy director of the president’s Domestic Council. Under President Ford, he was a deputy assistant to the President for domestic affairs and deputy chief of the White House. He has served as deputy assistant secretary for health and scientific affairs in the United States Department of Health, Education and Welfare, special assistant to the Surgeon General, United States Public Health Services, and director, Office of Comprehensive Health Planning. He began his career as a member of the faculty of the Graduate College and the College of Medicine at the University of Iowa where he received his Master’s and Doctorate degrees. We believe that Dr. Cavanaugh’s experience with working in government, combined with his clinical and pharmaceutical industrial experience and background, make him qualified to serve as a member of our Board. | |
Douglas E. Onsi Chief Executive Officer President | | | 54 | | | Mr. Onsi, age 54, has served as a member of our Board since March 2020 and as our Chief Executive Officer and President since April 2020. Mr. Onsi also has served as our Chief Financial Officer, Treasurer and Secretary since our inception in January 2011. Mr. Onsi has been at HealthCare Ventures since 2007, including serving as a managing director since 2009 and the chief executive officer of Tensha Therapeutics, Inc., which was sold to Roche Holdings, Inc. in 2016. Prior to joining HealthCare Ventures, Mr. Onsi was at Genzyme Corporation, or Genzyme, where he served in various roles, including as Vice President, Campath Product Operations and Portfolio Management, Oncology from 2005 to 2007 and as Vice President, Business Development from 2004 to 2005. Prior to Genzyme, he was Chief Financial Officer of Tolerx, Inc., a venture capital funded biotechnology company, from 2001 to 2004. Before joining Tolerx, Inc., he was in business development at LeukoSite, a publicly traded biopharmaceutical company that was acquired by Millennium Pharmaceuticals, Inc. He began his career as an attorney at Bingham, Dana & Gould. He received a Juris Doctor | |
Name | | | Age | | | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | |
| | | | | | degree from the University of Michigan Law School and a B.S. in biological sciences from Cornell University. We believe that Mr. Onsi’s experience with Leap from serving as our Chief Executive Officer and President, Chief Financial Officer, Treasurer and Secretary, leadership in a number of biopharmaceutical companies, combined with his scientific and legal background, make him qualified to serve as a member of our Board. | |
Richard Schilsky, MD Nominating and Corporate Governance Committee Member | | | 72 | | | Dr. Schilsky, age 72, has served as a member of our Board since September 2022. Dr. Schilsky is Professor emeritus at the University of Chicago having retired in 2021 from his position of Executive Vice President and Chief Medical Officer (CMO) of ASCO. Dr. Schilsky is also a Past President of ASCO, having served in the role during 2008 – 2009, and former Board member of Conquer Cancer, the ASCO Foundation. Before joining ASCO staff in 2013, Dr. Schilsky spent the majority of his career at the University of Chicago where he joined the faculty in 1984. Over the next nearly 30 years, Dr. Schilsky served in many leadership roles including as Director of the University of Chicago Cancer Research Center, Associate Dean for Clinical Research in the Biological Sciences Division and as the Chief the section of Hematology/Oncology in the Department of Medicine. He is a highly respected leader in the field of clinical oncology and specializes in new drug development and treatment of gastrointestinal cancers. From 1995 to 2010, Dr. Schilsky served as chair of the Cancer and Leukemia Group B, a national cooperative clinical research group funded by the National Cancer Institute (NCI), now part of the Alliance for Clinical Trials in Oncology. He has extensive experience working with both the NCI and the Food and Drug Administration (FDA) having served as a member and chair of the NCI Board of Scientific Advisors, as a member of the NCI Clinical and Translational Research Committee, and as a member and chair of the Oncologic Drugs Advisory Committee of the FDA. Presently, he serves as, chair of the Board of the Reagan-Udall Foundation for the FDA, a member of the Board of Directors of Friends of Cancer Research and of the European Organization for Research and Treatment of Cancer (EORTC) and is Chairman of the WIN Consortium, a global translational research network. Dr. Schilsky has served on the editorial boards of many cancer journals, including the Journal of Clinical Oncology. He presently serves on the editorial board of the New England Journal of Medicine. Dr. Schilsky is the author of more than 425 original research articles, reviews and commentaries. We believe that Dr. Schilsky’s medical expertise as an oncologist, and his academic and collaborative organization leadership, together with his experience on FDA and NCI advisory committees, make him qualified to serve as a member of our Board. | |
Name | | | Age | | | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | |
Christian Richard Audit Committee Member | | | 53 | | | Mr. Richard, age 53, has served as a member of our Board since January 2023. Mr. Richard has been Head of Public Research at Samsara BioCapital, a venture capital firm focused on investing in the life sciences, oncology, and digital healthcare sectors, since December of 2020. Previously, he was SVP of Research for approximately six years at Tekla Capital Management, a healthcare focused closed end fund manager, where Mr. Richard covered the biotechnology and pharmaceutical sectors, both public and private and across all size companies. Prior to Tekla Capital Management, Mr. Richard was a Partner and Head of Research for Merlin Biomed Private Equity/Merlin Nexus for 12 years, a cross-over life sciences fund focused on negotiated transactions in both late-stage private and public companies. Prior to Merlin Biomed Private Equity/Merlin Nexus, Mr. Richard spent five years in the Allergy/Immunology Group at the Schering-Plough Research Institute. He has a B.S. in Cellular and Molecular Biology from Purchase College and both an M.S. in Biochemistry and an M.B.A. in Finance from New York University. He is also on the Advisory Board of the Ty Louis Campbell Foundation, a non-profit organization focused on funding research in aggressive childhood cancers in particular brain tumors. | |
| | | | | | We believe that Mr. Richard’s experience as a scientist and investor, combined with his background in science and business, make him qualified to serve as a member of our Board. | |
Class I Director Nominees (terms expiring in 2025) | | | | | | | |
William Li, MD Compensation Committee Member and Chair | | | 60 | | | Dr. Li, age 60, has served as a member of our Board since January 2017. Dr. Li is a co-founder of the Angiogenesis Foundation in Cambridge, Massachusetts, of which he has been the President since April 2000 and Medical Director since December 1994. Dr. Li has extensive expertise in the field of angiogenesis and its therapeutic development and clinical applications. He trained with Dr. Judah Folkman, who pioneered the field of angiogenesis research. Through the Angiogenesis Foundation, Dr. Li has worked in association with the National Institutes of Health, and other major governmental and academic institutions and industry leaders on angiogenesis-related programs. Dr. Li received his M.D. degree from University of Pittsburgh School of Medicine. He completed his clinical training in internal medicine at the Massachusetts General Hospital in Boston. Dr. Li has also served on the faculties of Harvard Medical School, Tufts University School of Veterinary Medicine and Dartmouth Medical School. We believe that Dr. Li’s experience working with companies and foundation in the cancer field, combined with his medical training and background, make him qualified to serve as a member of our Board. | |
Name | | | Age | | | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | |
Thomas Dietz, PhD Lead Independent Director Audit Committee Member and Chair Compensation Committee Member | | | 59 | | | Dr. Dietz, age 59, has served as a member of our Board since January 2016. Dr. Dietz is currently chairman and CEO of Waypoint Holdings, LLC, a diversified financial holdings and services company. Previously, Dr. Dietz was co-CEO and then CEO and a director of Pacific Growth Equities, LLC, a San Francisco based investment bank and institutional brokerage firm from 2004 to 2009, when the firm was acquired by Wedbush Securities. Dr. Dietz served as head of the investment banking division at Wedbush until November 2010. Prior to taking the CEO role at Pacific Growth, Dr. Dietz served as the company’s director of equities research and was an award winning biotechnology and biopharmaceutical analyst. He joined Pacific Growth in 1993. Previously, he was a member of the research faculty in the Department of Medicine, University of California, San Francisco and the VA Medical Center. Dr. Dietz is currently Chairman of Eiger Biopharmaceuticals, Inc. (Nasdaq: EIGR), serves as a director and member of the compensation committee and audit committee of Paratek Pharmaceuticals (Nasdaq: PRTK) and also serves on the boards of several private companies. Dr. Dietz holds a Ph.D. in molecular biology and biochemistry from Washington University, St. Louis, and was a National Science Foundation Post Doctoral Fellow. We believe that Dr. Dietz’s experience with Leap, combined with his business, financial and leadership expertise and financial industry background, make him qualified to serve as a member of our Board. | |
Patricia Martin Compensation Committee Member Nominating and Corporate Governance Committee Member | | | | | | Ms. Martin, age 62, has served as a member of our Board since January 2023. From July 2019 through March 2023, Ms. Martin served as president and CEO of BioCrossroads. Prior to BioCrossroads, Ms. Martin spent 26 years at Eli Lilly and Company, she was the chief operating officer (COO) of Lilly Diabetes for seven years, served as Lilly’s Chief Diversity Officer (CDO) and Chief Alliance Officer (CAO). In her career with Lilly, her leadership roles also included clinical product development, finance, business development, human resources and investor relations. | |
| | | | | | Ms. Martin serves on the board of directors of CareSource, Inc., one of the nation’s largest Medicaid managed care plans, where she chairs the Compensation Committee. She joined the board of Flame Biosciences, Inc. in 2020, and served as co-CEO in 2022. In 2021, she joined the board of AN2 Therapeutics, Inc. (Nasdaq: ANTX) and chairs the Compensation Committee. Within the Indiana life sciences sector, she serves on the boards of the Indiana Biosciences Research Institute, the Indiana Health Information Exchange and the Regenstrief Institute. Ms. Martin holds an MBA from the Harvard Business School and a bachelor’s degree in accounting from Indiana University. | |
| | | | | | We believe that Ms. Martin’s experience in pharmaceutical company development and operations, combined with her background in science and business, make her qualified to serve as a member of our Board. | |
Name | | | Age | | | Positions(s) | |
Jason Baum, PhD | | | 44 | | | Chief Scientific Officer | |
Christine Granfield | | | | | Vice President, Head of Regulatory Affairs and Quality | | |
Augustine Lawlor | | | | | Chief Operating Officer | | |
Mark O’Mahony | | | | | Chief Manufacturing Officer | | |
Cynthia Sirard, MD | | | | | Chief Medical Officer | |
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
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Two or More Races or Ethnicities | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
LGBTQ+ | | | | | | | | | | | | | | | | | 0 | | | | | | | | |
Name and Principal Position | | Year | | Salary ($)(1) | | Stock Awards(2) | | Option Awards ($)(2) | | Nonequity Incentive Plan Compensation ($)(5) | | All Other Compensation ($) | | Total ($) | | | Year | | Salary ($)(1) | | Stock Awards | | Option Awards ($)(2) | | Nonequity Incentive Plan Compensation ($)(3) | | All Other Compensation ($) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas E. Onsi Chief Executive Officer and President | | | | | 2020 | | | | | 512,500 | | | | | 938,061(3) | | | | | 527,620(4) | | | | | 307,500 | | | | | 45,237(6) | | | | | 2,330,916 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | | | 400,000 | | | | | — | | | | | 239,661(4) | | | | | 140,000 | | | | | 37,298(6) | | | | | 816,959 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas E. Onsi Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary | | | | | 2022 | | | | | 636,667 | | | | | 630,500 | | | | | 211,381 | | | | | 350,167 | | | | | 54,461(4) | | | | | 1,883,176 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 595,833 | | | | | 192,750 | | | | | 306,384 | | | | | 393,250 | | | | | 50,395(4) | | | | | 1,538,612 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Augustine Lawlor Chief Operating Officer | | | | | 2020 | | | | | 400,000 | | | | | — | | | | | 141,841(7) | | | | | 168,000 | | | | | 41,511(8) | | | | | 751,352 | | | | | | | 2022 | | | | | 472,083 | | | | | 436,500 | | | | | 211,381 | | | | | 188,833 | | | | | 52,649(5) | | | | | 1,361,446 | | | ||||||||||||
| | | 2019 | | | | | 400,000 | | | | | — | | | | | 239,661(7) | | | | | 140,000 | | | | | 36,207(8) | | | | | 815,869 | | | | | | 2021 | | | | | 436,667 | | | | | 128,500 | | | | | 274,092 | | | | | 209,600 | | | | | 47,567(5) | | | | | 1,096,426 | | | |||||||||||||||
Cynthia Sirard (9) Chief Medical Officer | | | | | 2020 | | | | | 405,719 | | | | | — | | | | | 426,875(10) | | | | | 170,402 | | | | | 40,924(11) | | | | | 1,043,920 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Christopher K. Mirabelli Former Chief Executive Officer and President | | | | | 2020 | | | | | 400,000 | | | | | — | | | | | 141,841(12) | | | | | 168,000 | | | | | 34,338(13) | | | | | 744,179 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | | | 400,000 | | | | | — | | | | | 239,661(12) | | | | | 140,000 | | | | | 33,511(13) | | | | | 813,172 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Cynthia Sirard Chief Medical Officer | | | | | 2022 | | | | | 472,083 | | | | | 436,500 | | | | | 211,381 | | | | | 188,333 | | | | | 48,229(6) | | | | | 1,356,526 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 437,143 | | | | | 128,500 | | | | | 274,092 | | | | | 209,829 | | | | | 44,247(6) | | | | | 1,093,811 | | |
| | 2021 | | 2022 | | |||||||||||||||||||||
| | Base Salary | | |||||||||||||||||||||||
Name | | 2019 Base Salary ($) | | 2020 Base Salary ($) | | | ($) | | ($) | | ||||||||||||||||
Douglas E. Onsi | | | | 400,000 | | | | | 550,000(1) | | | | | | 600,000 | | | | | 640,000(1) | | | ||||
Chief Executive Officer and President | | | | | | | | | | | | |||||||||||||||
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary | | | | | | | | | | | | |||||||||||||||
Augustine Lawlor | | | | 400,000 | | | | | 400,000 | | | | | | 440,000 | | | | | 475,000(2) | | | ||||
Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | ||||
Cynthia Sirard | | | | —(2) | | | | | 405,719 | | | | | | 440,000 | | | | | 475,000(3) | | | ||||
Chief Medical Officer | | | | | | | | | | | | | | | | | | | | | | | ||||
Christopher K. Mirabelli | | | | 400,000 | | | | | 400,000 | | | |||||||||||||||
Former Chief Executive Officer and President | | | | | | | | | | | |
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested | | | Market value of shares of units of stock that have not vested ($) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | |||||||||||||||||||||
Douglas E. Onsi | | | | | 1/20/2017 | | | | | | 330,303 | | | | | | 0 | | | | | | 9.90 | | | | | | 1/20/2027 | | | | | | | | | | | | | | | | |||||
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary | | | | | 4/18/2018 | | | | | | 50,000 | | | | | | 0 | | | | | | 7.66 | | | | | | 4/18/2028 | | | | | | | | | | | | | | | | |||||
| | | 1/1/2019 | | | | | | 48,960 | | | | | | 1,040 | | | | | | 2.00(1) | | | | | | 1/1/2029 | | | | | | | | | | | | | | | | |||||||
| | | 6/11/2019 | | | | | | 200,000 | | | | | | 0 | | | | | | 1.39 | | | | | | 6/11/2029 | | | | | | | | | | | | | | | | |||||||
| | | 3/17/2020 | | | | | | 458,334 | | | | | | 41,666 | | | | | | 1.42(2) | | | | | | 3/17/2030 | | | | | | | | | | | | | | | | |||||||
| | | 3/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 660,606 | | | | | | 297,273(7) | | | ||
| | | 8/10/2020 | | | | | | 58,335 | | | | | | 16,665 | | | | | | 1.97(3) | | | | | | 8/10/2030 | | | | | | | | | | | | | | | | |||||||
| | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 75,000 | | | | | | 33,750(8) | | | ||
| | | 1/26/2021 | | | | | | 111,806 | | | | | | 63,194 | | | | | | 2.57(4) | | | | | | 1/26/3031 | | | | | | | | | | | | | | | | |||||||
| | | 5/26/2021 | | | | | | 15,834 | | | | | | 14,166 | | | | | | 1.62(5) | | | | | | 5/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 1/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 325,000 | | | | | | 146,250(9) | | | ||
| | | 9/1/2022 | | | | | | 16,667 | | | | | | 183,333 | | | | | | 1.43(6) | | | | | | 9/1/2032 | | | | | | | | | | | | | | | | |||||||
Augustine Lawlor | | | | | 1/20/2017 | | | | | | 330,303 | | | | | | 0 | | | | | | 9.90 | | | | | | 1/20/2027 | | | | | | | | | | | | | | | | |||||
Chief Operating Officer | | | | | 4/18/2018 | | | | | | 50,000 | | | | | | 0 | | | | | | 7.66 | | | | | | 4/18/2028 | | | | | | | | | | | | | | | | |||||
| | | 1/1/2019 | | | | | | 48,960 | | | | | | 1,040 | | | | | | 2.00(1) | | | | | | 1/1/2029 | | | | | | | | | | | | | | | | |||||||
| | | 6/11/2019 | | | | | | 200,000 | | | | | | 0 | | | | | | 1.39 | | | | | | 6/11/2029 | | | | | | | | | | | | | | | | |||||||
| | | 4/9/2020 | | | | | | 44,445 | | | | | | 5,555 | | | | | | 1.69(10) | | | | | | 4/9/2030 | | | | | | | | | | | | | | | | |||||||
| | | 8/10/2020 | | | | | | 58,335 | | | | | | 16,665 | | | | | | 1.97(3) | | | | | | 8/10/2030 | | | | | | | | | | | | | | | | |||||||
| | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | | 22,500(12) | | | ||
| | | 1/26/2021 | | | | | | 95,834 | | | | | | 54,166 | | | | | | 2.57(11) | | | | | | 1/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 5/26/2021 | | | | | | 15,834 | | | | | | 14,166 | | | | | | 1.62(5) | | | | | | 5/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 1/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 225,000 | | | | | | 101,250(13) | | | ||
| | | 9/1/2022 | | | | | | 16,667 | | | | | | 183,333 | | | | | | 1.43(6) | | | | | | 9/1/2032 | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | | | | | | | | Option Awards | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Option Grant Date | | Number of Securities Underlying Unexercised Options Exercisable (#) | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Option Exercise Price($) | | Option Expiration Date | | Stock Award Grant Date | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | | Grant Date | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of shares or units of stock that have not vested | | Market value of shares of units of stock that have not vested ($) | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas E. Onsi | | | | 1/20/2017 | | | | | 330,303 | | | | | | | | | | 9.90 | | | | | 1/20/2027 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/18/2018 | | | | | 33,334 | | | | | 16,666(1) | | | | | 7.66 | | | | | 4/18/2028 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 1/1/2019 | | | | | 23,960 | | | | | 26,040(2) | | | | | 2.00 | | | | | 1/1/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 6/11/2019 | | | | | 100,000 | | | | | 100,000(3) | | | | | 1.39 | | | | | 6/11/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 3/17/2020 | | | | | 125,000 | | | | | 375,000(4) | | | | | 1.42 | | | | | 3/17/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 8/10/2020 | | | | | 8,334 | | | | | 66,666(5) | | | | | 1.97 | | | | | 8/10/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/17/2020 | | | | | 660,606(6) | | | | | 1,486,364 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Augustine Lawlor | | | | 1/20/2017 | | | | | 330,303 | | | | | | | | | | 9.90 | | | | | 1/20/2027 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/18/2018 | | | | | 33,334 | | | | | 16,666(1) | | | | | 7.66 | | | | | 4/18/2028 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 1/1/2019 | | | | | 23,960 | | | | | 26,040(2) | | | | | 2.00 | | | | | 1/1/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 6/11/2019 | | | | | 100,000 | | | | | 100,000(3) | | | | | 1.39 | | | | | 6/11/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/9/2020 | | | | | 11,112 | | | | | 38,888(7) | | | | | 1.69 | | | | | 4/9/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 8/10/2020 | | | | | 8,334 | | | | | 66,666(5) | | | | | 1.97 | | | | | 8/10/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cynthia Sirard | | | | 12/6/2012 | | | | | 8,053 | | | | | | | | | | 4.37 | | | | | 12/6/2022 | | | | | | | | | | | | | | | | | | | | | 1/24/2013 | | | | | 61 | | | | | 0 | | | | | 3.97 | | | | | 1/24/2023 | | | | | | | | | | | | | |||||||||||||||||||||
| | | | 1/24/2013 | | | | | 61 | | | | | | | | | | 3.97 | | | | | 1/24/2023 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 9/9/2014 | | | | | 2,517 | | | | | | | | | | 5.56 | | | | | 9/9/2024 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 9/12/2014 | | | | | 2,814 | | | | | | | | | | 5.36 | | | | | 9/12/2024 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 1/20/2017 | | | | | 69,130 | | | | | | | | | | 9.90 | | | | | 1/20/2027 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 1/23/2017 | | | | | 16,646 | | | | | 354(8) | | | | | 9.90 | | | | | 1/23/2027 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 11/29/2017 | | | | | 57,813 | | | | | 17,187(9) | | | | | 6.49 | | | | | 11/29/2027 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/18/2018 | | | | | 13,334 | | | | | 6,666(10) | | | | | 7.66 | | | | | 4/18/2028 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 12/5/2018 | | | | | 10,000 | | | | | 10,000(11) | | | | | 3.68 | | | | | 12/5/2028 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 6/11/2019 | | | | | 45,000 | | | | | 45,000(12) | | | | | 1.39 | | | | | 6/11/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 3/2/2020 | | | | | 37,500 | | | | | 112,500(13) | | | | | 2.94 | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/9/2020 | | | | | 11,112 | | | | | 38,888(7) | | | | | 1.69 | | | | | 4/9/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 8/10/2020 | | | | | 8,334 | | | | | 66,666(14) | | | | | 1.97 | | | | | 8/10/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Christopher K. Mirabelli | | | | 1/20/2017 | | | | | 330,303 | | | | | | | | | | 9.90 | | | | | 1/20/2027 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/18/2018 | | | | | 33,334 | | | | | 16,666(1) | | | | | 7.66 | | | | | 4/18/2028 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 1/1/2019 | | | | | 23,960 | | | | | 26,040(2) | | | | | 2.00 | | | | | 1/1/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 6/11/2019 | | | | | 100,000 | | | | | 100,000(3) | | | | | 1.39 | | | | | 6/11/2029 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 4/9/2020 | | | | | 11,112 | | | | | 38,888(7) | | | | | 1.69 | | | | | 4/9/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 8/10/2020 | | | | | 8,334 | | | | | 66,666(5) | | | | | 1.97 | | | | | 8/10/2030 | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Medical Officer | | | | | 9/9/2014 | | | | | 2,517 | | | | | 0 | | | | | 5.56 | | | | | 9/9/2024 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 9/12/2014 | | | | | 2,814 | | | | | 0 | | | | | 5.36 | | | | | 9/12/2024 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 1/20/2017 | | | | | 69,130 | | | | | 0 | | | | | 9.90 | | | | | 1/20/2027 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 1/23/2017 | | | | | 17,000 | | | | | 0 | | | | | 9.90 | | | | | 1/23/2027 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 11/29/2017 | | | | | 75,000 | | | | | 0 | | | | | 6.49 | | | | | 11/29/2027 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/18/2018 | | | | | 20,000 | | | | | 0 | | | | | 7.66 | | | | | 4/18/2028 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 12/5/2018 | | | | | 20,000 | | | | | 0 | | | | | 3.68 | | | | | 12/5/2029 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 6/11/2019 | | | | | 90,000 | | | | | 0 | | | | | 1.39 | | | | | 6/11/2029 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/2/2020 | | | | | 137,500 | | | | | 12,500 | | | | | 2.94(14) | | | | | 3/2/2030 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/9/2020 | | | | | 44,445 | | | | | 5,555 | | | | | 1.69(10) | | | | | 4/9/2030 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/10/2020 | | | | | 58,334 | | | | | 16,666 | | | | | 1.97(3) | | | | | 8/10/2030 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | 22,500(12) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 1/26/2021 | | | | | 95,834 | | | | | 54,166 | | | | | 2.57(11) | | | | | 1/26/2031 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 5/26/2021 | | | | | 15,834 | | | | | 14,166 | | | | | 1.62(5) | | | | | 5/26/2031 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 1/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 225,000 | | | | | 101,250(13) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 9/1/2022 | | | | | 16,667 | | | | | 183,333 | | | | | 1.43(6) | | | | | 9/1/2032 | | | | | | | | | | | | |
Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs(1) | | | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (TSR) | | | Net Loss (in millions) | | ||||||||||||||||||
| | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | ||||||||||||||||||
2022 | | | | $ | 1,883,176 | | | | | $ | (1,618,600) | | | | | $ | 1,358,987 | | | | | $ | 261,716 | | | | | $ | 20 | | | | | $ | (55) | | |
2021 | | | | $ | 1,538,612 | | | | | $ | 2,609,427 | | | | | $ | 1,095,119 | | | | | $ | 1,317,300 | | | | | $ | 144 | | | | | $ | (41) | | |
| | | Fair Value Assumptions of Equity Awards as of December 31, | | |||
| | | 2022 | | | 2021 | |
Volatility | | | 82.7% – 82.7% | | | 66.94% – 82.7% | |
Expected life (years) | | | 2.65 – 6.17 | | | 2.53 – 5.9 | |
Expected dividend yield | | | 0.00% | | | 0.00% | |
Risk-free rate | | | 0.97% – 4.58% | | | 0.17% – 1.35% | |
Year | | | Salary | | | Stock Awards | | | Option Awards | | | Bonus and Non-Equity Incentive Compensation | | | All Other Compensation(i) | | | SCT Total | | | Deductions from SCT Total(ii) | | | Fair Value Adjustmentx to SCT Total(iii) | | | CAP | | |||||||||||||||||||||||||||
2022 | | | | $ | 636,667 | | | | | $ | 630,500 | | | | | $ | 211,381 | | | | | $ | 350,167 | | | | | $ | 54,461 | | | | | $ | 1,883,176 | | | | | $ | (841,881) | | | | | $ | (2,659,895) | | | | | $ | (1,618,600) | | |
2021 | | | | $ | 595,833 | | | | | $ | 192,750 | | | | | $ | 306,384 | | | | | $ | 393,250 | | | | | $ | 50,395 | | | | | $ | 1,538,612 | | | | | $ | (499,134) | | | | | $ | 1,569,949 | | | | | $ | 2,609,427 | | |
Year | | | Salary | | | Stock Awards | | | Option Awards | | | Bonus and Non-Equity Incentive Compensation | | | All Other Compensation(i) | | | SCT Total | | | Deductions from SCT Total(ii) | | | Fair Value Adjustmentx to SCT Total(iii) | | | CAP | | |||||||||||||||||||||||||||
2022 | | | | $ | 472,083 | | | | | $ | 436,500 | | | | | $ | 211,381 | | | | | $ | 188,583 | | | | | $ | 50,439 | | | | | $ | 1,358,987 | | | | | $ | (647,881) | | | | | $ | (449,389) | | | | | $ | 261,716 | | |
2021 | | | | $ | 436,905 | | | | | $ | 128,500 | | | | | $ | 274,092 | | | | | $ | 209,715 | | | | | $ | 45,907 | | | | | $ | 1,095,119 | | | | | $ | (402,592) | | | | | $ | 624,774 | | | | | $ | 1,317,300 | | |
Year | | | Fair Value of Current Year Equity Awards at December 31,(2) | | | Change in Fair Value of Prior Years’ Awards Unvested at December 31,(3) | | | Change in Fair Value of Prior Years’ Awards Vested through the Year Ended December 31,(4) | | | Change in Fair Value of Prior Years’ Awards Failed to Vest through the Year Ended December 31,(5) | | | Equity Value Included in CAP | | |||||||||||||||
| | | (a) | | | (b) | | | (c) | | | (d) | | | (e) = (a)+(b)+(c)+(d) | | |||||||||||||||
2022 | | | | $ | 194,648 | | | | | $ | (2,360,121) | | | | | $ | (494,421) | | | | | $ | — | | | | | $ | (2,659,895) | | |
2021 | | | | $ | 649,215 | | | | | $ | 948,230 | | | | | $ | (27,496) | | | | | $ | — | | | | | $ | 1,569,949 | | |
Year | | | Fair Value of Current Year Equity Awards at December 31,(2) | | | Change in Fair Value of Prior Years’ Awards Unvested at December 31,(3) | | | Change in Fair Value of Prior Years’ Awards Vested through the Year Ended December 31,(4) | | | Change in Fair Value of Prior Years’ Awards Failed to Vest through the Year Ended December 31,(5) | | | Equity Value Included in CAP | | |||||||||||||||
| | | (a) | | | (b) | | | (c) | | | (d) | | | (e) = (a)+(b)+(c)+(d) | | |||||||||||||||
2022 | | | | $ | 149,648 | | | | | $ | (354,028) | | | | | $ | (245,010) | | | | | $ | — | | | | | $ | (449,389) | | |
2021 | | | | $ | 520,160 | | | | | $ | 125,685 | | | | | $ | (21,071) | | | | | $ | — | | | | | $ | 624,774 | | |
Name | | Number of securities to be issued upon exercise of outstanding stock options, warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans | | | Number of securities to be issued upon exercise of outstanding stock options, warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans | | ||||||||||||||||||||||||
Equity compensation plans approved by security holders (1) | | | | 6,393,853(2) | | | | $ | 5.29 | | | | | 340,144(3) | | | | | | 11,917,331(2) | | | | $ | 3.59 | | | | | 5,400,921(3) | | | ||||||
Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Total | | | | 6,393,853(2) | | | | $ | 5.29 | | | | | 340,144(3) | | | | | | 11,917,331(2) | | | | $ | 3.59 | | | | | 5,400,921(3) | | |
| | 2023 Annual Fee ($) | | ||||
Chairman of the audit committee | | | | | | | |
Member of audit committee (other than chairman) | | | | | 10,000 | | |
Chairman of compensation committee | | | | | | | |
Member of compensation committee (other than chairman) | | | | | | | |
Chairman of | | | | | 10,000 | | |
Member of | | | | | | | |
Lead Independent Director | | | | | | |
Name | | Fees Earned ($) | | Option Awards(1) ($) | | All Other Compensation ($) | | Total ($) | | | Fees Earned or Paid in Cash | | Option Awards(1) | | Total | | ||||||||||||||||||||||||||||
James Cavanaugh | | | | 57,500(2) | | | ��� | | 60,472 | | | | | — | | | | | 117,972 | | | | | $ | 65,000(2) | | | | | 97,797 | | | | | 162,797 | | | |||||||
Thomas Dietz | | | | 70,000(3) | | | | | 75,591 | | | | | — | | | | | 145,591 | | | | | $ | 101,250(3) | | | | | 109,410 | | | | | 210,660 | | | |||||||
William Li | | | | 48,750(4) | | | | | 60,472 | | | | | — | | | | | 109,222 | | | | | $ | 60,000(4) | | | | | 97,797 | | | | | 157,797 | | | |||||||
John Littlechild | | | | 15,000(5) | | | | | 37,443 | | | | | — | | | | | 52,443 | | | |||||||||||||||||||||||
Joseph Loscalzo | | | | 45,000(6) | | | | | 60,472 | | | | | — | | | | | 105,472 | | | | | $ | 50,500(5) | | | | | 97,797 | | | | | 148,297 | | | |||||||
Nissim Mashaich | | | | 50,000(7) | | | | | 60,472 | | | | | — | | | | | 110,472 | | | | | $ | 55,000(6) | | | | | 97,797 | | | | | 152,797 | | | |||||||
Richard Schilsky | | | $ | 15,000(7) | | | | | 119,806 | | | | | 134,806 | | | ||||||||||||||||||||||||||||
Monica Bertagnolli | | | | —(8) | | | | | — | | | | | — | | | | | — | | | | | $ | 32,813(8) | | | | | 72,841 | | | | | 105,654 | | |
Name | | | Option Awards | | ||||||||||||||||||||||||||||||||||
| Exercisable | | Unexercisable | | Total | | | Exercisable | | Unexercisable | | Total | | |||||||||||||||||||||||||
James Cavanaugh | | | | 77,250 | | | | | 17,500 | | | | | 94,750 | | | | | | 174,550 | | | | | 32,500 | | | | | 207,050 | | | ||||||
Thomas Dietz | | | | 89,750 | | | | | 21,875 | | | | | 111,625 | | | | | | 201,425 | | | | | 37,500 | | | | | 238,925 | | | ||||||
William Li | | | | 66,250 | | | | | 17,500 | | | | | 83,750 | | | | | | 163,550 | | | | | 32,500 | | | | | 196,050 | | | ||||||
John Littlechild(1) | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
Joseph Loscalzo | | | | 77,250 | | | | | 17,500 | | | | | 94,750 | | | | | | 174,550 | | | | | 32,500 | | | | | 207,050 | | | ||||||
Nissim Mashiach | | | | 249,491 | | | | | 17,500 | | | | | 266,991 | | | ||||||||||||||||||||||
Monica Bertagnolli(2) | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
Nissim Mashaich | | | | 346,791 | | | | | 32,500 | | | | | 379,291 | | | ||||||||||||||||||||||
Richard Schilsky | | | | 8,334 | | | | | 91,666 | | | | | 100,000(1) | | | ||||||||||||||||||||||
Monica Bertagnolli | | | | 0 | | | | | 0 | | | | | 0(2) | | |
| | | As of December 31, 2022 | | | As of April 13, 2023 | | ||||||
Total number of shares of common stock subject to outstanding stock options | | | | | 11,917,331 | | | | | | 20,088,158 | | |
Weighted average exercise price of outstanding stock options | | | | $ | 3.59 | | | | | $ | 2.27 | | |
Weighted average remaining term of outstanding stock options | | | | | 7.47 | | | | | | 8.3 | | |
Total number of shares of common stock subject to outstanding restricted stock units | | | | | 3,585,606 | | | | | | 2,925,000 | | |
Total number of shares of common stock available for grant | | | | | 5,400,921 | | | | | | 1,190,949 | | |
Nature of Service | | | 2020 Fees | | | 2019 Fees | | ||||||
Audit Fees(1) | | | | $ | 196,604 | | | | | $ | 186,836 | | |
Audit-Related Fees(2) | | | | $ | — | | | | | $ | — | | |
Tax Fees(3) | | | | $ | — | | | | | $ | — | | |
All Other Fees(4) | | | | $ | — | | | | | $ | — | | |
Total: | | | | $ | 196,604 | | | | | $ | 186,636 | | |
Fee Category | | | 2022 ($) | | | 2021 ($) | | ||||||
Audit fees(1) | | | | | 180,180 | | | | | | 187,252 | | |
Audit related fees(2) | | | | | 0 | | | | | | 0 | | |
Tax fees(3) | | | | | 0 | | | | | | 0 | | |
All other fees(4) | | | | | 0 | | | | | | 0 | | |
Total fees | | | | | 180,180 | | | | | | 187,252 | | |
| | | Split Ratio Range 1:5 | | | Split Ratio Range 1:20 | | ||||||
Shares of Common Stock Issued and Outstanding (as of April 26, 2023) | | | | | [118,750,386] | | | | | | [118,750,386] | | |
Shares of Common Stock Issued and Outstanding Post Reverse Stock Split | | | | | 23,750,077 | | | | | | 5,937,519 | | |
Shares of Common Stock Issuable Upon Conversion of Series X Preferred Stock | | | | | 27,366,600 | | | | | | 6,841,650 | | |
Total Shares of Common Stock Outstanding Post Reverse Stock Split and Conversion | | | | | 51,116,677 | | | | | | 12,779,169 | | |
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percentage Ownership (%) | | ||||||
5% or Greater Stockholders(1): | | | | | | | | | | | | | |
Artal International S.C.A(2) | | | | | 3,000,000 | | | | | | 5.0 | | |
BeiGene, Ltd.(3) | | | | | 9,609,274 | | | | | | 14.9 | | |
Eli Lilly and Company(4) | | | | | 3,151,605 | | | | | | 5.2 | | |
HealthCare Ventures, and affiliates(5) | | | | | 6,763,210 | | | | | | 11.3 | | |
Hillhouse Capital Advisors, Ltd.(6) | | | | | 3,716,240 | | | | | | 6.2 | | |
Perceptive Life Sciences Master Fund, Ltd., and affiliates(7) | | | | | 13,452,992 | | | | | | 20.3 | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Christopher K. Mirabelli(8) Chairman of the Board of Directors | | | | | 4,768,954 | | | | | | 7.9 | | |
Douglas E. Onsi(9) Chief Executive Officer, President and Director | | | | | 4,960,621 | | | | | | 8.2 | | |
Augustine Lawlor(10) Chief Operating Officer | | | | | 7,387,360 | | | | | | 12.3 | | |
Cynthia Sirard Chief Medical Officer(11) | | | | | 372,981 | | | | | | * | | |
James Cavanaugh(12) Director | | | | | 103,616 | | | | | | * | | |
Thomas Dietz(13) Director | | | | | 117,825 | | | | | | * | | |
William Li(14) Director | | | | | 89,325 | | | | | | * | | |
Joseph Loscalzo(15) Director | | | | | 100,325 | | | | | | * | | |
Nissim Mashiach(16) Director | | | | | 272,566 | | | | | | * | | |
Monica Bertagnolli Director | | | | | — | | | | | | — | | |
All Directors and Executive Officers as a Group (twelve persons)(17)(18) | | | | | 10,199,967 | | | | | | 16.2 | | |
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percentage Ownership (%) | | ||||||
5% or Greater Stockholders(1): | | | | | | | | | | | | | |
BeiGene, Ltd.(2) | | | | | 12,153,074 | | | | | | 9.8% | | |
HealthCare Ventures, and affiliates(3) | | | | | 6,763,210 | | | | | | 5.7% | | |
Perceptive Life Sciences Master Fund, Ltd., and affiliates(4) | | | | | 6,726,496 | | | | | | 5.6% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Christopher K. Mirabelli(5) | | | | | 5,144,159 | | | | | | 4.3% | | |
Chairman of the Board of Directors | | | | | | | | | | | | | |
Douglas E. Onsi(6) | | | | | 6,288,099 | | | | | | 5.2% | | |
Chief Executive Officer, President and Director | | | | | | | | | | | | | |
Augustine Lawlor(7) | | | | | 7,762,565 | | | | | | 6.4% | | |
Chief Operating Officer | | | | | | | | | | | | | |
Cynthia Sirard | | | | | 781,740 | | | | | | * | | |
Chief Medical Officer(8) | | | | | | | | | | | | | |
James Cavanaugh(9) | | | | | 241,591 | | | | | | * | | |
Director | | | | | | | | | | | | | |
Thomas Dietz(10) | | | | | 275,175 | | | | | | * | | |
Director | | | | | | | | | | | | | |
William Li(11) | | | | | 227,300 | | | | | | * | | |
Director | | | | | | | | | | | | | |
Joseph Loscalzo(12) | | | | | 238,300 | | | | | | * | | |
Director | | | | | | | | | | | | | |
Nissim Mashiach(13) | | | | | 410,541 | | | | | | * | | |
Director | | | | | | | | | | | | | |
Richard Schilsky (14) | | | | | 62,500 | | | | | | * | | |
Director | | | | | | | | | | | | | |
Christian Richard (15) | | | | | 37,500 | | | | | | * | | |
Director | | | | | | | | | | | | | |
Patricia Martin (16) | | | | | 37,500 | | | | | | * | | |
Director | | | | | | | | | | | | | |
All Directors and Executive Officers as a Group (fourteen persons)(17)(18) | | | | | 14,336,648 | | | | | | 11.3% | | |