MEETING INFORMATION | | | | |
Date: | | | June | |
Time: | | | 9:00 a.m. | |
Location: | | | Via the Internet www.virtualshareholdermeeting.com/ | |
Record | | | You can vote if you were a stockholder of record on April | |
Time and Date | | | Record Date | | | Location | | |||||
9:00 a.m., Eastern Time Friday, June | | | April | | | Via the Internet www.virtualshareholdermeeting.com/ | |
Proposal | | | For More Information | | | Board of Directors Recommendation | | ||||||||||||
Proposal 1: Election of Class | | | Page 30 | | | ✓ FOR Each Nominee | | ||||||||||||
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Proposal 2: Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for | | | Page 31 | | | ✓ FOR | |
| | Name | | | | Age | | | | Director Since | | | | Occupation | | | | Independent | | | | Committee Memberships | | | |||||||||||||||||||||||||||||||||||||||||||||
| AC | | | | CC | | | | NCGC | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Peggy Wallace | | | | | | 65 | | | | | | | 2016 | | | | | Managing Partner of Golden Seeds Funds | | | | | | Yes | | | | | | | M | | | | | | | | | | | M | | | | ||||||||||||||||||||||
| | Ellen B. Richstone | | | | | | 70 | | | | | | | 2021 | | | | | Former Executive | | | | | | Yes | | | | | | | C | | | | | | | | | | | M | | | | ||||||||||||||||||||||
Name | | Age | | Director Since | | Occupation | | Independent | | | Committee Memberships | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AC | | CC | | NCGC | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jack A. Khattar | | 62 | | 2020 | | Chief Executive Officer, President of Supernus Pharmaceuticals, Inc. | | Yes | | | | M | | C | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brett P. Monia, Ph.D. | | 62 | | 2020 | | Chief Executive Officer of Ionis Pharmaceuticals, Inc. | | Yes | | M | | M | | | |
| AC = Audit Committee | | | CC = Compensation Committee | | | C = Chair | |
| NCGC = Nominating and Corporate Governance Committee | | | |
Governance Item | | | | | ||||
Size of Board (set by the Board) | | | 6 | | ||||
Number of Independent Directors | | | 5 | | ||||
Independent Chairman of the Board | | | Yes | | ||||
Board Self-Evaluation | | | Annual | | ||||
Review of Independence of Board | | | Annual | | ||||
Independent Directors Meet Without Management Present | | | Yes | | ||||
Voting Standard for Election of Directors in Elections | | | Plurality | | ||||
Diversity of Board background, gender, experience and skills | | | Yes | |
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| | | INTERNET | | | PHONE | | | ONLINE AT THE MEETING | | |
| Mailing your signed proxy card or voter instruction card. | | | Using the Internet at www.proxyvote.com. | | | Calling toll-free from the United States, U.S. territories and Canada to +1 (800) 690-6903. | | | You can vote at the meeting at www.virtualshareholder meeting.com/ | |
Proposal | | | Votes Required | | | Treatment of Votes Withheld, Abstentions and Broker Non-Votes | | | Broker Discretionary Voting | |
Proposal 1: Election of Class | | | Plurality of the votes properly cast | | | | | No | | |
Proposal 2: Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for | | | Majority of the votes properly cast | | | Abstentions and broker non-votes will | | | Yes | |
GENERAL CRITERIA | ||
✓ Ability to contribute to our Board’s range of talent, skill and experience to provide sound and prudent guidance with respect to our strategy and operations, including, but not limited to: | ||
✓ Experience in life sciences and biotechnology fields, | ||
✓ Financial expertise, | ||
✓ Knowledge about our business or industry, and | ||
✓ Experience in leadership roles in preclinical and clinical stage biotechnology companies. | ||
✓ Personal integrity and ethical character, commitment and independence of thought and judgment; | ||
✓ Capability to fairly and equally represent our stockholders; | ||
✓ Confidence and willingness to express ideas and engage in constructive discussion with other Board members and management, to actively participate in our Board’s decision-making process and make difficult decisions in our best interest; | ||
| Board Diversity Matrix (As of April 25, 2022) | | ||||||||||||
| Total Number of Directors: 6 | | ||||||||||||
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose | |
| Directors | | | 3 | | | 3 | | | — | | | — | |
| Part II: Demographic Background | | ||||||||||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 3 | | | 3 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | | — | | | — | | | — | |
| Did Not Disclose Demographic Background | | | — | | | — | | | — | | | — | |
| Board Diversity Matrix (As of April 26, 2024) | | ||||||||||||
| Total Number of Directors: 6 | | ||||||||||||
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose | |
| Directors | | | 3 | | | 3 | | | — | | | — | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 3 | | | 3 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | | — | | | — | | | — | |
| Did Not Disclose Demographic Background | | | — | | | — | | | — | | | — | |
| | Jack A. Khattar (chair) | | | ||||||||
| | Age: 62 Director Since: 2020 | | | | Committee Memberships: Nominating and Corporate Governance (Chair); Compensation | | | | Other Public Directorships: Supernus Pharmaceuticals, Inc.; scPharmaceuticals Inc. | | |
| | Mr. Khattar has served as member of our Board since July 2020 and was appointed chairman in April 2021. Mr. Khattar founded Supernus Pharmaceuticals, Inc., a pharmaceutical company (NASDAQ: SUPN), in 2005 and has served as its President, Chief Executive Officer, Secretary and director since its founding. Since July 2016, Mr. Khattar has served as a member of the board of directors of scPharmaceuticals Inc., a pharmaceutical company (NASDAQ: SCPH), and has served as its chairperson since November 2017. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc’s Executive Committee. Prior to that, Mr. Khattar served as an executive officer and the chairman of the Management Committee at CIMA Labs Inc., a drug delivery company where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development positions at Merck & Co., Novartis International AG, Playtex and Kodak Company in various locations, including the United States, Europe and the Middle East. Mr. Khattar currently serves on the board of Navitor Pharmaceuticals, Inc., a private company, since 2020, and Supernus Pharmaceuticals (Nasdaq: SUPN) since 2005. He previously served on the board of Rockville Economic Development, Inc. from 2003 to 2013 and Prevacus, Inc., a privately held development stage biotechnology company from 2015 to 2020. Mr. Khattar has also served on the Advisory Board of New Rhein Healthcare, a private equity firm, since 2019. Mr. Khattar earned his degrees in Marketing with a BBA from American University of Beirut and an MBA from the Wharton School of the University of Pennsylvania. | | | ||||||||
| | Skills & Qualifications: We believe that Mr. Khattar is qualified to serve on our Board due his leadership, executive, managerial, business and pharmaceutical company experience, along with his more than 30 years of industry experience in the development and commercialization of pharmaceutical products. | | |
| | Brett P. Monia, Ph.D. | | | ||||||||
| | Age: 62 Director Since: 2020 | | | | Committee Memberships: Audit; Compensation | | | | Other Public Directorships: Ionis Pharmaceuticals, Inc. | | |
| | Dr. Monia has served as a member of our Board since October 2020. Dr. Monia founded Ionis Pharmaceuticals, Inc., a biotechnology company (NASDAQ: IONS), in 1989, and has served as its Chief Executive Officer since January 2020 after serving as the Chief Operating Officer and Senior Vice President since 2018, as a member of its board of directors since March 2019, and in various other positions with the company since its founding. He is also a director of Dynacure LTD, a clinical stage drug development company, since 2016. Dr. Monia received his Bachelor of Science in Biology, Biological Sciences and Chemistry from Stockton State College and a Ph.D. in Pharmacology from the University of Pennsylvania. | | | ||||||||
| | Skills & Qualifications: We believe that Dr. Monia is qualified to serve on our Board due to his extensive management experience and deep understanding of our industry. | | |
| | Peggy Wallace | | | ||||||||
| | Age: Director Since: 2016 | | | | Committee Memberships: Audit; Nominating and Corporate Governance | | | | Other Public Directorships: None | | |
| | Ms. Wallace has served as member of our Board since September 2016. Ms. Wallace | | | ||||||||
| | Skills & | | |
| | Ellen B. Richstone | | | ||||||||
| | Age: Director Since: 2021 | | | | Committee Memberships: Audit (Chair); Nominating and Corporate Governance | | | | Other Public Directorships: Superior Industries International, Inc.; Orion Energy Systems, Inc. | | |
| | Ms. Richstone has served as a member of our Board since November 2021. She served as the Chief Financial Officer of several public and private companies between 1989 and 2012, including Rohr Aerospace, a Fortune 500 company. From 2002 to 2004, Ms. Richstone was the President and Chief Executive Officer of the Entrepreneurial Resources Group. From 2004 until its sale in 2007, Ms. Richstone served as the financial expert on the board of directors of American Power Conversion, an S&P 500 company. Ms. Richstone | | | ||||||||
| | Skills & | | |
| | Aaron Fletcher, Ph.D. | | | ||||||||
| | Age: Director Since: 2015 | | | | Committee Memberships: Compensation (Chair) | | | | Other Public Directorships: Cue Biopharma; | | |
| | Dr. Fletcher has served as a member of our Board since July 2015. In 2014, Dr. Fletcher founded Bios Partners, LP, a biotech venture capital firm, and has served as its Managing Partner since | | | ||||||||
| | Skills & | | |
| | Lisa Ricciardi | | | ||||||||
| | Age: Director Since: 2019 | | | | Committee Memberships: None. | | | | Other Public Directorships: None. | | |
| | Ms. Ricciardi has served as our Chief Executive Officer and President since March 2020 and as a member of our Board since March 2019. From July 2018 to October 2019, she served as CEO of Suono Bio, a biotech company based on Langer Labs (MIT) technology. Prior to her position at Suono Bio, Ms. Ricciardi was a retained executive for BioBusiness Links from November 2015 to June 2018 where she performed interim operating executive and advisory board roles. She served as the Senior Vice President, Global Corporate & Business Development of Foundation Medicine from July 2014 to November 2015, and Senior Vice President, US and International Business Development of Express Scripts from October 2010 to October 2012 and in both cases, led deal teams to sell the two companies. Ms. Ricciardi was in the commercial division of Pfizer Inc., taking three drugs to launch before being appointed by the Chairman to run Global Business Development. Ms. Ricciardi previously served on the boards of Contrafect (NASDAQ: CFRX), Chimerix (NASDAQ: CMRX), United Drug Healthcare Group, PLC (LSE: UDG) and Sepracor (NASDAQ: SEPR). She was appointed as the executive in residence at Columbia Technology Ventures in January 2020. Ms. Ricciardi earned a Bachelor of Arts degree cum laude in English and Religion from Wesleyan University and an MBA from the University of Chicago Booth School of Management. | | | ||||||||
| | Skills & |
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Director | | | Independence | | | Board | | | AC | | | CC | | | NCGC | | ||||||||
Lisa Ricciardi | | | No | | | M | | | | | | | | | | | ||||||||
Jack A. Khattar | | | Yes | | | C | | | | | | M | | | C | | ||||||||
Brett P. Monia, Ph.D. | | | Yes | | | M | | | M | | | M | | | | | ||||||||
Aaron Fletcher, Ph.D. | | | Yes | | | M | | | | | | C | | | | | ||||||||
Peggy Wallace | | | Yes | | | M | | | M | | | | | | M | | ||||||||
Ellen B. Richstone | | | Yes | | | M | | | C | | | | | | M | |||||||||
|
| AC = Audit Committee | | | CC = Compensation Committee | | | C = Chair | |
| NCGC = Nominating and Corporate Governance Committee | | | M = Member | |
Name | | Fees earned or paid in cash ($)(1) | | Option awards ($)(2) | | All other compensation ($) | | Total ($) | | | Fees earned or paid in cash ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Total ($) | | ||||||||||||||||||||||||||||||||
Jack A. Khattar | | | | 62,295 | | | | | — | | | | | — | | | | | 62,295 | | | | | | 115,500 | | | | | 16,620 | | | | | 12,990 | | | | | 145,110 | | | ||||||||
Brett P. Monia, Ph.D. | | | | 48,234 | | | | | — | | | | | — | | | | | 48,234 | | | | | | 50,000 | | | | | 16,620 | | | | | 12,990 | | | | | 79,610 | | | ||||||||
Aaron Fletcher, Ph.D. | | | | 9,660 | | | | | 1,229 | | | | | — | | | | | 10,889 | | | | | | 45,000 | | | | | 16,620 | | | | | 12,990 | | | | | 74,610 | | | ||||||||
Ellen B. Richstone | | | | 10,734 | | | | | 7,850 | | | | | — | | | | | 18,584 | | | | | | 54,000 | | | | | 16,620 | | | | | 12,990 | | | | | 83,610 | | | ||||||||
Peggy Wallace | | | | 9,982 | | | | | 1,229 | | | | | — | | | | | 11,211 | | | | | | 46,500 | | | | | 16,620 | | | | | 12,990 | | | | | 76,110 | | | ||||||||
Mark H. Breedlove(3) | | | | 9,124 | | | | | 17,852 | | | | | — | | | | | 26,976 | | | |||||||||||||||||||||||||||||
Stephen Sands(4) | | | | 37,500 | | | | | 54,736 | | | | | — | | | | | 92,236 | | |
| Compensation Elements: Non-Employee Director Compensation Policy | | Compensation Elements: Non-Employee Director Compensation Policy | | ||||||||||||
| Cash | | | | | | | Cash | | | | | | | ||
| Annual Cash Retainer | | | $ | 35,000 | | | Annual Cash Retainer | | | $ | 35,000 | | | ||
| Independent Chair Retainer | | | $ | 65,000 | | | Independent Chair Retainer | | | $ | 65,000 | | | ||
| Annual Committee Chair Retainers | | | | | | | Annual Committee Chair Retainers | | | | | | | ||
| Audit | | | $ | 15,000 | | | Audit | | | $ | 15,000 | | | ||
| Compensation | | | $ | 10,000 | | | Compensation | | | $ | 10,000 | | | ||
| Nominating and Corporate Governance | | | $ | 8,000 | | | Nominating and Corporate Governance | | | $ | 8,000 | | | ||
| Annual Committee Member Retainers | | | | | | | Annual Committee Member Retainers | | | | | | | ||
| Audit | | | $ | 7,500 | | | Audit | | | $ | 7,500 | | | ||
| Compensation | | | $ | 7,500 | | | Compensation | | | $ | 7,500 | | | ||
| Nominating and Corporate Governance | | | $ | 4,000 | | | Nominating and Corporate Governance | | | $ | 4,000 | | | ||
| Equity | | | | | | | Equity | | | | | | | ||
| Initial Option Grant | | 16,670 Shares(1) | | Initial Option Grant | | 16,670 Shares | | ||||||||
| Annual Option Grant | | 8,335 Shares(2) | | Annual Option Grant | | 8,335 Shares(1) | |
Service | | 2021 | | 2020 | | |||||||||||||||||||||
SERVICE | | 2023 | | 2022 | | |||||||||||||||||||||
Audit Fees | | | $ | 1,298,000 | | | | $ | 65,000 | | | | | $ | 507,310 | | | | $ | 622,000 | | | ||||
Tax Fees | | | $ | 16,480 | | | | $ | 13,500 | | | | | $ | 70,900 | | | | $ | 27,500 | | | ||||
Total | | | $ | 1,314,480 | | | | $ | 78,500 | | | | | $ | 578,210 | | | | $ | 649,500 | | |
Name | | | Position | | | Age | |
Lisa Ricciardi | | | President and Chief Executive Officer | | | | |
| | Chief Financial Officer | | | | ||
Anthony Caggiano, M.D., Ph.D. | | | Chief Medical Officer and Head of R&D | | | |
NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY ($) | | | BONUS ($) | | | OPTION AWARDS ($)(1) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | | | ALL OTHER COMPENSATION ($)(3) | | | TOTAL ($) | | |||||||||||||||||||||
Lisa Ricciardi President and Chief Executive Officer | | | | | 2021 | | | | | | 409,354 | | | | | | — | | | | | | 10,664,923 | | | | | | 256,250 | | | | | | 11,600 | | | | | | 11,342,127 | | |
| | | 2020 | | | | | | 287,385 | | | | | | — | | | | | | 901,904 | | | | | | 79,893 | | | | | | 3,415 | | | | | | 1,272,597 | | | ||
James O’Brien Chief Financial Officer | | | | | 2021 | | | | | | 348,769 | | | | | | — | | | | | | 522,787 | | | | | | 155,000 | | | | | | 11,600 | | | | | | 1,038,156 | | |
| | | 2020 | | | | | | 340,000 | | | | | | — | | | | | | — | | | | | | 70,890 | | | | | | 7,323 | | | | | | 418,213 | | | ||
Anthony Caggiano, M.D., Ph.D. Chief Medical Officer | | | | | 2021 | | | | | | 92,788 | | | | | | — | | | | | | 1,590,384 | | | | | | — | | | | | | 1,319 | | | | | | 1,684,491 | | |
| | | 2020 | | | | | | 370,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,400 | | | | | | 381,400 | | |
NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY ($) | | | BONUS ($) | | | STOCK AWARDS ($)(1) | | | OPTION AWARDS ($)(2) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | | ALL OTHER COMPENSATION ($)(6) | | | TOTAL ($) | | ||||||||||||||||||||||||
Lisa Ricciardi President and Chief Executive Officer | | | | | 2023 | | | | | | 586,560 | | | | | | — | | | | | | 453,623 | | | | | | 352,915 | | | | | | 249,288 | | | | | | 18,300 | | | | | | 1,660,686 | | |
| | | 2022 | | | | | | 550,139 | | | | | | — | | | | | | — | | | | | | 220,500 | | | | | | 225,600 | | | | | | 18,300 | | | | | | 1,014,539 | | | ||
Anthony Caggiano, M.D., Ph.D. Chief Medical Officer | | | | | 2023 | | | | | | 446,250 | | | | | | — | | | | | | 200,141 | | | | | | 155,708 | | | | | | 151,725 | | | | | | 18,300 | | | | | | 972,124 | | |
| | | 2022 | | | | | | 424,183 | | | | | | — | | | | | | — | | | | | | 57,784 | | | | | | 136,000 | | | | | | 18,300 | | | | | | 636,267 | | | ||
John Doyle(4) Chief Financial Officer | | | | | 2023 | | | | | | 276,667 | | | | | | 40,000(5) | | | | | | 181,210 | | | | | | 141,169 | | | | | | 94,067 | | | | | | 4,150 | | | | | | 737,263 | | |
| | | | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity incentive awards: number of securities underlying unexercised unearned options (#) | | Option Exercise Price ($) | | Option Expiration Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units that Have Not Vested ($) | | ||||||||||||||||||||||||||||||||||||||||||||
Lisa Ricciardi | | | | | 20,868(1) | | | | | 20,869(1) | | | | | — | | | | | 1.07 | | | | | 9/29/2029 | | | | | | | 41,737 | | | | | — | | | | | 1.07 | | | | | 9/28/2029 | | | | | — | | | | | — | | | |||||||||
| | | 1,932(2) | | | | | 5,797(2) | | | | | — | | | | | 1.07 | | | | | 4/30/2030 | | | | | | 5,796(1) | | | | | 1,933(1) | | | | | 1.07 | | | | | 2/27/2030 | | | | | — | | | | | — | | | ||||||||||||
| | | 20,095 | | | | | | | | | | — | | | | | 1.20 | | | | | 4/22/2030 | | | | | | 20,095 | | | | | — | | | | | 1.20 | | | | | 3/22/2030 | | | | | — | | | | | — | | | ||||||||||||
| | | 336,066(3) | | | | | 560,111(3) | | | | | — | | | | | 1.20 | | | | | 5/31/2030 | | | | | | 784,154(2) | | | | | 112,023(2) | | | | | 1.20 | | | | | 6/1/2030 | | | | | — | | | | | — | | | ||||||||||||
| | | 194,070(4) | | | | | 353,895(4) | | | | | | | | | | 12.00 | | | | | 06/01/2030 | | | | | | 490,586(3) | | | | | 57,379(3) | | | | | 12.00 | | | | | 10/8/2031 | | | | | — | | | | | — | | | ||||||||||||
| | | 169,463(5) | | | | | 411,555(5) | | | | | | | | | | 12.00 | | | | | 10/12/2031 | | | | | | 472,076(4) | | | | | 108,942(4) | | | | | 12.00 | | | | | 10/8/2031 | | | | | — | | | | | — | | | ||||||||||||
James M. O’Brien | | | | | 70,920(6) | | | | | 60,011(6) | | | | | — | | | | | 1.07 | | | | | 10/7/2029 | | | |||||||||||||||||||||||||||||||||||||||||
| | | | | | | | 54,457(7) | | | | | — | | | | | 12.00 | | | | | 10/07/2031 | | | |||||||||||||||||||||||||||||||||||||||||||
Lisa Ricciardi | | | | | 56,250(5) | | | | | 93,750(5) | | | | | 1.92 | | | | | 6/10/2032 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||
| | | — | | | | | 213,973(6) | | | | | 2.12 | | | | | 2/3/2033 | | | | | 213,973(7) | | | | | 395,850 | | | ||||||||||||||||||||||||||||||||||||||
| | | — | | | | | 161,676(8) | | | | | — | | | | | 12.10 | | | | | 11/01/2031 | | | | | | 84,206(8) | | | | | 77,470(8) | | | | | 12.10 | | | | | 10/31/2031 | | | | | — | | | | | — | | | ||||||||||||
| | | 10,937(9) | | | | | 14,063(9) | | | | | 3.05 | | | | | 3/23/2032 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | 94,406(10) | | | | | 2.12 | | | | | 2/3/2033 | | | | | 94,406(11) | | | | | 174,651 | | | ||||||||||||||||||||||||||||||||||||||
| | | — | | | | | 109,824(12) | | | | | 1.65 | | | | | 5/1/2033 | | | | | 109,824(13) | | | | | 203,714 | | |
Name | | | Amount of SAFEs | | | Shares of Common Stock | | ||||||
Entities affiliated with Golden Seeds Cognition Therapeutics, LLC(1) | | | | $ | 3,092,383 | | | | | | 322,122 | | |
Entities affiliated with BIOS Memory SPV I, LP(2) | | | | $ | 2,000,000 | | | | | | 208,332 | | |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options and other rights | | | Weighted- average exercise price of outstanding options and other rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |||||||||
Equity compensation plans approved by security holders | | | | | 5,693,479 | | | | | $ | 4.19 | | | | | | 2,520,122 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 5,693,479 | | | | | $ | 4.19 | | | | | | 2,520,122 | | |
Plan Category | | | (a) Number of securities to be issued upon exercise of outstanding options, RSUs and other rights | | | Weighted- average exercise price of outstanding options and other rights(4) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 4,735,560 | | | | | $ | 4.73 | | | | | | 3,164,102(2)(3) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 4,735,560 | | | | | $ | 4.73 | | | | | | 3,164,102 | | |
Name and Address of Beneficial Owner(1) | | Number of Shares | | Percentage Ownership | | | Number of Shares | | Percentage Ownership | | ||||||||||||||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | ||||
Entities affiliated with BIOS Memory SPV I, LP(1) | | | | 3,913,414 | | | | | 17.32% | | | | | | 6,006,000 | | | | | 15.00% | | | ||||
Entities affiliated with Golden Seeds Cognition Therapeutics, LLC(2) | | | | 3,205,359 | | | | | 14.18% | | | |||||||||||||||
Ogden CAP Associates, LLC(3) | | | | 2,210,377 | | | | | 9.78% | | | |||||||||||||||
Susan Catalano, Ph.D.(4) | | | | 1,476,673 | | | | | 6.18% | | | |||||||||||||||
Pathstone Family Office, LLC(2) | | | | 2,205,377 | | | | | 5.51% | | | |||||||||||||||
Orin Hirschman(3) | | | | 2,037,853 | | | | | 5.09% | | | |||||||||||||||
Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | ||||
Lisa Ricciardi(5) | | | | 767,000 | | | | | 3.28% | | | |||||||||||||||
James M. O’Brien(6) | | | | 92,287 | | | | | *% | | | |||||||||||||||
Anthony Caggiano, M.D., Ph.D. | | | | — | | | | | —% | | | |||||||||||||||
Lisa Ricciardi(4) | | | | 2,290,038 | | | | | 5.42% | | | |||||||||||||||
Anthony Caggiano, M.D., Ph.D.(5) | | | | 251,317 | | | | | * | | | |||||||||||||||
John Doyle(6) | | | | 57,200 | | | | | * | | | |||||||||||||||
Aaron Fletcher, Ph.D.(7) | | | | 3,927,905 | | | | | 17.37% | | | | | | 6,048,555 | | | | | 15.09% | | | ||||
Jack A. Khattar(8) | | | | 10,434 | | | | | *% | | | | | | 51,637 | | | | | * | | | ||||
Brett P. Monia, Ph.D.(9) | | | | 10,434 | | | | | *% | | | | | | 51,637 | | | | | * | | | ||||
Peggy Wallace(10) | | | | 17,491 | | | | | *% | | | | | | 80,516 | | | | | * | | | ||||
Ellen B. Richstone(11) | | | | 3,241 | | | | | *% | | | | | | 44,689 | | | | | * | | | ||||
All directors and executive officers as a group (eight individuals) | | | | 4,828,792 | | | | | 20.55% | | | | | | 8,875,589 | | | | | 20.75% | | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF | | | | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, | | | | |