SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
(Amendment No. )
x¨xPreliminary Proxy Statement¨Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))¨Definitive Proxy Statement¨Definitive Additional Materials¨Soliciting Material Pursuant to §240.14a-12xNo fee required.¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:¨Fee paid previously with preliminary materials:¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount previously paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:
84 October Hill Road, Suite 11
Holliston, Massachusetts 01746-1371
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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE (WHICH WILL BE PROVIDED TO THOSE STOCKHOLDERS WHO REQUEST TO RECEIVE PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. INSTRUCTIONS REGARDING THE METHODS OF VOTING ARE CONTAINED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.
Chief Executive Officer
84 October Hill Road, Suite 11
Holliston, Massachusetts 01746-1371
(774) 233-7300
To Be Held on May 24, 2019
Chief Executive Officer
Holliston, Massachusetts
April __,12, 2019
Proxy Statement and Other Information
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84 October Hill Road, Suite 11
Holliston, Massachusetts 01746-1371
(774) 233-7300
Consistent with applicable law, we intend to count abstentions and broker non-votes only for the purpose of determining the presence or absence of a quorum for the transaction of business. A broker “non-vote” refers to shares held by a broker or nominee that does not have the authority, either express orwww.proxyvote.com.At the Annual Meeting, the stockholders of the Company will be asked to consider and vote upon:1.The election of two Director Nominees as Class III Directors, nominated by the Board of Directors, for a three-year term, such term to continue until the annual meeting of stockholders in 2022 and until such Director’s successor is duly elected and qualified or until his earlier resignation or removal;2.To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;3.To approve the amendment of our Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock to 60,000,000; and4.Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.__,12, 2019, in connection with the solicitation of proxies for the Annual Meeting.1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Friday, May 24, 2019: The Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, are available atwww.proxyvote.com.The Annual Report, however, is not part of the proxy solicitation material.
The following information is current as of March 25, 2019, based on information furnished to the Company by each Director:
Director | ||||||
Name | Age | Position with the Company | Since | |||
Class I Directors – Term expires 2020 | ||||||
James J. McGorry | 62 | CEO and Director | 2013 | |||
James Shmerling, DHA, FACHE (1)(2)(3) | 64 | Director | 2018 | |||
Class II Directors – Term expires 2021 | ||||||
Ting Li | 42 | Director | 2018 | |||
Jeffrey Young (1) | 46 | Director | 2018 | |||
Wei Zhang, MD, Ph.D. (2)(3) | 47 | Director | 2018 | |||
Class III Directors – Term expires 2019; Nominated to Serve a Term Expiring 2022 | ||||||
Jason Jing Chen * | 57 | Chairman | 2018 | |||
Matthew Dallas* (1) | 43 | Director | 2018 |
Name | | | Age | | | Position with the Company | | | Director Since | |
Class I Directors – Term expires 2020 | | | | | ||||||
James J. McGorry | | | 62 | | | CEO and Director | | | 2013 | |
James Shmerling, DHA, FACHE(1)(2)(3) | | | 64 | | | Director | | | 2018 | |
Class II Directors – Term expires 2021 | | | | | ||||||
Ting Li | | | 42 | | | Director | | | 2018 | |
Jeffrey Young(1) | | | 46 | | | Director | | | 2018 | |
Wei Zhang, MD, Ph.D.(2)(3) | | | 47 | | | Director | | | 2018 | |
Class III Directors – Term expires 2019; Nominated to Serve a Term Expiring 2022 | | | | | ||||||
Jason Jing Chen * | | | 57 | | | Chairman | | | 2018 | |
Matthew Dallas*(1) | | | 43 | | | Director | | | 2018 | |
Class I Directors — Term Expiring in 2020
Wei Zhang, MD, Ph.D. — Director
Audit Committee
The Board of Directors has determined that all members of the Audit Committee are “independent” as such term is currently defined by NASDAQ rules (although we are not listed on the NASDAQ), meet the criteria for independence set forth under the rules of the SEC, and are able to read and understand fundamental financial statements. The Board of Directors has also determined that Mr. Young and Mr. Dallas each qualifies as an “audit committee financial expert” under the rules of the SEC.
The Governance Committee will evaluate all such proposed Director candidates, including those recommended by securityholders in compliance with the procedures established by the Governance Committee, in the same manner, with no regard to the source of the initial recommendation of such proposed Director candidate. When considering a potential candidate for membership on the Board of Directors, the Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by the Board of Directors, all facts and circumstances that the Governance Committee deems appropriate or advisable, including, among other things, the skills of the proposed Director candidate, his or her availability, depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors. At a minimum, each nominee must have high personal and professional integrity, have demonstrated ability and judgment, and be effective, in conjunction with the other Directors and nominees, in collectively serving the long-term interests of the stockholders. Although there is no specific policy regarding the consideration of diversity in identifying director nominees, the Governance Committee may consider whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. The Governance Committee also may consider whether the nominee has direct experience in the biotechnology, pharmaceutical and/or life sciences industries or in the markets in which the Company operates.
Matthew Dallas*
James Shmerling, DHA, FACHE*
Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | All Other Compensation | Total | ||||||||||||||||
James McGorry | 2018 | $ | 411,058 | — | $ | 699,694 | $ | 9,545 | (3) | $ | 1,120,297 | |||||||||||
Chief Executive Officer | 2017 | $ | 338,942 | $ | 50,688 | $ | 71,931 | $ | 15,920 | (4) | $ | 477,481 | ||||||||||
Thomas McNaughton | 2018 | $ | 338,712 | — | $ | 427,592 | $ | 14,916 | (5) | $ | 781,220 | |||||||||||
Chief Financial Officer | 2017 | $ | 279,289 | $ | 28,512 | $ | 40,461 | $ | 15,202 | (6) | $ | 363,464 | ||||||||||
William Fodor, PhD | 2018 | $ | 140,769 | — | $ | 847,713 | $ | 4,396 | (7) | $ | 992,878 | |||||||||||
Chief Scientific Officer |
Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | Option Awards(2) | | | All Other Compensation | | | Total | | ||||||||||||||||||
James McGorry Chief Executive Officer | | | | | 2018 | | | | | $ | 411,058 | | | | | | — | | | | | $ | 699,694 | | | | | $ | 9,545(3) | | | | | $ | 1,120,297 | | |
| | | 2017 | | | | | $ | 338,942 | | | | | $ | 50,688 | | | | | $ | 71,931 | | | | | $ | 15,920(4) | | | | | $ | 477,481 | | | ||
Thomas McNaughton Chief Financial Officer | | | | | 2018 | | | | | $ | 338,712 | | | | | | — | | | | | $ | 427,592 | | | | | $ | 14,916(5) | | | | | $ | 781,220 | | |
| | | 2017 | | | | | $ | 279,289 | | | | | $ | 28,512 | | | | | $ | 40,461 | | | | | $ | 15,202(6) | | | | | $ | 363,464 | | | ||
William Fodor, PhD Chief Scientific Officer | | | | | 2018 | | | | | $ | 140,769 | | | | | | — | | | | | $ | 847,713 | | | | | $ | 4,396(7) | | | | | $ | 992,878 | | |
Name and Principal Position | | | Stock Option Awards | | |||
James McGorry | |||||||
Chief Executive Officer | | | | | 342,467(1) | | |
Thomas McNaughton | |||||||
Chief Financial Officer | | | | | 209,286(1) | | |
William Fodor, PhD | |||||||
Chief Scientific Officer | | | | | 209,286(1) | |
Mr. McGorry’s employment agreement also provides for payments to be made to Mr. McGorry in the event of his termination under certain circumstances. If Mr. McGorry’s employment is terminated by us without “cause” (as such term is defined in Mr. McGorry’s employment agreement) or by Mr. McGorry for “good reason” (as such term is defined in Mr. McGorry’s employment agreement), we are obligated to pay Mr. McGorry the sum of his average annual base salary for the prior three fiscal years or annual salary for the prior fiscal year, whichever is higher, and his average annual cash incentive compensation for the prior three fiscal years or annual cash incentive compensation for the prior fiscal year, whichever is higher. Such payment is conditioned upon Mr. McGorry’s execution of a general release of claims against us. In addition, all of Mr. McGorry’s stock options or stock-based awards that would otherwise vest within the 12-month period following such termination shall accelerate and become immediately exercisable. We shall continue to pay health insurance premiums for health insurance coverage for Mr. McGorry and his immediate family for a period of one year following his termination without cause or for good reason.
Mr. McNaughton’s employment agreement also provides for payments to be made to Mr. McNaughton in the event of his termination under certain circumstances. If Mr. McNaughton’s employment is terminated by us without “cause” (as such term is defined in Mr. McNaughton’s employment agreement) or by Mr. McNaughton for “good reason” (as such term is defined in Mr. McNaughton’s employment agreement), we are obligated to pay Mr. McNaughton the sum of his average annual base salary for the prior three fiscal years or annual salary for the prior fiscal year, whichever is higher, and his average annual cash incentive compensation for the prior three fiscal years or annual cash incentive compensation for the prior fiscal year, whichever is higher. Such payment is conditioned upon Mr. McNaughton’s execution of a general release of claims against us. In addition, all of Mr. McNaughton’s stock options or stock-based awards that would otherwise vest within the 18-month period following such termination shall accelerate and become immediately exercisable. We shall continue to pay health insurance premiums for health insurance coverage for Mr. McNaughton and his immediate family for a period of one year following his termination without cause or for good reason.
William Fodor, Ph.D.
Name | Fees earned in cash | Option awards (1)(2) | Total | |||||||||
Jason Jing Chen | $ | 17,918 | $ | 25,000 | $ | 42,918 | ||||||
Matthew Dallas | $ | 3,014 | $ | 25,000 | $ | 28,014 | ||||||
Ting Li | $ | 3,014 | $ | 25,000 | $ | 28,014 | ||||||
James Shmerling, DHA FACHE | $ | 15,178 | $ | 25,000 | $ | 40,178 | ||||||
Jeffrey Young | $ | 3,014 | $ | 25,000 | $ | 28,014 | ||||||
Wei Zhang MD, Ph.D | $ | 12,164 | $ | 25,000 | $ | 37,164 | ||||||
John J. Canepa | $ | 12,575 | — | $ | 12,575 | |||||||
John F. Kennedy | $ | 2,548 | — | $ | 2,548 | |||||||
Blaine H. McKee | $ | 12,658 | — | $ | 12,658 | |||||||
Thomas H. Robinson | $ | 11,671 | — | $ | 11,671 |
Name | | | Fees earned or paid in cash | | | Option awards(1)(2) | | | Total | | |||||||||
Jason Jing Chen | | | | $ | 17,918 | | | | | $ | 25,000 | | | | | $ | 42,918 | | |
Matthew Dallas | | | | $ | 3,014 | | | | | $ | 25,000 | | | | | $ | 28,014 | | |
Ting Li | | | | $ | 3,014 | | | | | $ | 25,000 | | | | | $ | 28,014 | | |
James Shmerling, DHA FACHE | | | | $ | 15,178 | | | | | $ | 25,000 | | | | | $ | 40,178 | | |
Jeffrey Young | | | | $ | 3,014 | | | | | $ | 25,000 | | | | | $ | 28,014 | | |
Wei Zhang MD, Ph.D | | | | $ | 12,164 | | | | | $ | 25,000 | | | | | $ | 37,164 | | |
John J. Canepa | | | | $ | 12,575 | | | | | | — | | | | | $ | 12,575 | | |
John F. Kennedy | | | | $ | 2,548 | | | | | | — | | | | | $ | 2,548 | | |
Blaine H. McKee | | | | $ | 12,658 | | | | | | — | | | | | $ | 12,658 | | |
Thomas H. Robinson | | | | $ | 11,671 | | | | | | — | | | | | $ | 11,671 | | |
Option Awards | Restricted Stock Units | |||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Securities Underlying Restricted Stock Units | ||||||||||||||||
James McGorry | 1,250 | — | $ | 85.80 | 11/18/2023 | — | ||||||||||||||
1,250 | — | $ | 36.80 | 5/29/2025 | — | |||||||||||||||
25,177 | 8,393 | (1) | $ | 27.60 | 7/6/2025 | — | ||||||||||||||
3,750 | 3,750 | (2) | $ | 33.80 | 3/22/2026 | — | ||||||||||||||
3,350 | 10,050 | (3) | $ | 7.68 | 3/14/2027 | — | ||||||||||||||
42,808 | 128,425 | (4) | $ | 2.72 | 5/29/2028 | — | ||||||||||||||
— | 171,234 | (5) | $ | 2.72 | 5/29/2028 | — | ||||||||||||||
— | — | — | — | 6,600 | (6) | |||||||||||||||
Thomas McNaughton | 555 | — | $ | 65.40 | 5/21/2019 | — | ||||||||||||||
138 | — | $ | 115.80 | 6/2/2021 | — | |||||||||||||||
219 | $ | 73.40 | 6/1/2022 | — | ||||||||||||||||
103 | — | $ | 104.40 | 5/31/2023 | — | |||||||||||||||
2,418 | 1,209 | (7) | $ | 85.80 | 11/18/2023 | — | ||||||||||||||
7,256 | — | $ | 85.80 | 11/18/2023 | — | |||||||||||||||
3,187 | 1,063 | (8) | $ | 36.80 | 5/29/2025 | — | ||||||||||||||
3,750 | 1,250 | (9) | $ | 28.00 | 8/31/2025 | — | ||||||||||||||
1,875 | 1,875 | (2) | $ | 33.80 | 3/22/2026 | — | ||||||||||||||
1,884 | 5,653 | (3) | $ | 7.68 | 3/14/2027 | — | ||||||||||||||
26,161 | 78,482 | (4) | $ | 2.72 | 5/29/2028 | — | ||||||||||||||
— | 104,643 | (5) | $ | 2.72 | 5/29/2028 | — | ||||||||||||||
— | — | — | — | 3,712 | (6) | |||||||||||||||
WilliamFodor, Ph.D | 26,161 | 78,482 | (4) | $ | 2.72 | 5/29/2028 | — | |||||||||||||
— | 104,643 | (5) | $ | 2.72 | 5/29/2028 | — |
| | | Option Awards | | | Restricted Stock Units | | ||||||||||||||||||||||||
| | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Securities Underlying Restricted Stock Units | | |||||||||||||||
James McGorry | | | | | 1,250 | | | | | | — | | | | | $ | 85.80 | | | | | | 11/18/2023 | | | | | | — | | |
| | | 1,250 | | | | | | — | | | | | $ | 36.80 | | | | | | 5/29/2025 | | | | | | — | | | ||
| | | 25,177 | | | | | | 8,393(1) | | | | | $ | 27.60 | | | | | | 7/6/2025 | | | | | | — | | | ||
| | | 3,750 | | | | | | 3,750(2) | | | | | $ | 33.80 | | | | | | 3/22/2026 | | | | | | — | | | ||
| | | 3,350 | | | | | | 10,050(3) | | | | | $ | 7.68 | | | | | | 3/14/2027 | | | | | | — | | | ||
| | | 42,808 | | | | | | 128,425(4) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | | ||
| | | — | | | | | | 171,234(5) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,600(6) | | | ||
Thomas McNaughton | | | | | 555 | | | | | | — | | | | | $ | 65.40 | | | | | | 5/21/2019 | | | | | | — | | |
| | | 138 | | | | | | — | | | | | $ | 115.80 | | | | | | 6/2/2021 | | | | | | — | | | ||
| | | 219 | | | | | | | | | | | $ | 73.40 | | | | | | 6/1/2022 | | | | | | — | | | ||
| | | 103 | | | | | | — | | | | | $ | 104.40 | | | | | | 5/31/2023 | | | | | | — | | | ||
| | | 2,418 | | | | | | 1,209(7) | | | | | $ | 85.80 | | | | | | 11/18/2023 | | | | | | — | | | ||
| | | 7,256 | | | | | | — | | | | | $ | 85.80 | | | | | | 11/18/2023 | | | | | | — | | | ||
| | | 3,187 | | | | | | 1,063(8) | | | | | $ | 36.80 | | | | | | 5/29/2025 | | | | | | — | | | ||
| | | 3,750 | | | | | | 1,250(9) | | | | | $ | 28.00 | | | | | | 8/31/2025 | | | | | | — | | | ||
| | | 1,875 | | | | | | 1,875(2) | | | | | $ | 33.80 | | | | | | 3/22/2026 | | | | | | — | | | ||
| | | 1,884 | | | | | | 5,653(3) | | | | | $ | 7.68 | | | | | | 3/14/2027 | | | | | | — | | | ||
| | | 26,161 | | | | | | 78,482(4) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | | ||
| | | — | | | | | | 104,643(5) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,712(6) | | | ||
William Fodor, Ph.D | | | | | 26,161 | | | | | | 78,482(4) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | |
| | | — | | | | | | 104,643(5) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | |
Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent spouses share authority under community property laws.
Common Stock Beneficially Owned | ||||||||
Name and Address of Beneficial Owner(1) | Shares | Percent(2) | ||||||
Greater than 5% Holder | ||||||||
Jinhui Liu | 368,318 | 6.0 | %(3) | |||||
DST Capital LLC and Affiliates | 4,370,722 | 49.99 | %(4) | |||||
Hong Yu | 370,681 | 5.7 | %(5) | |||||
Named Executive Officers | ||||||||
James J. McGorry | 102,918 | 1.6 | %(6) | |||||
Thomas W. McNaughton | 66,744 | 1.1 | %(7) | |||||
William Fodor, Ph.D | 26,161 | * | (8) | |||||
Non-employee Directors | ||||||||
Jason Jing Chen | 215,449 | 3.4 | %(9) | |||||
Matthew Dallas | 5,449 | * | (10) | |||||
Ting Li | 5,449 | * | (11) | |||||
James Shmerling, DHA FACHE | 5,449 | * | (12) | |||||
Jeffrey Young | 5,449 | * | (13) | |||||
Wei Zhang MD, Ph.D | 5,449 | * | (14) | |||||
All current executive officers and directors, as a group (9 persons) | 438,517 | 6.7 | %(15) |
| Common Stock Beneficially Owned | |
Name and Address of Beneficial Owner(1) | Shares | | | Percent(2) | |
Greater than 5% Holder | |
| | | | 4,370,722 | | | | | | 49.99%(3) | | |
Du Xiaoyu | | | 750,000 | | | | | | 12.2%(4) | | | ||
Zhou Heping | | | | | 500,000 | | | | | | 8.1%(5) | | |
Jinhui Liu | | | | | 368,318 | | | | | | 6.0%(6) | | |
Hong Yu |
|
|
|
| | 5.7%(7) | | |
| Common Stock Beneficially Owned | | |||||||||||
Name and Address of | | | Shares | | | Percent(2) | | ||||||
Named Executive Officers | | | | ||||||||||
James J. McGorry | | | | | 102,918 | | | | | | 1.6%(8) | | |
Thomas W. McNaughton | | | | | 66,744 | | | | | | 1.1%(9) | | |
William Fodor, Ph.D | | | | | 26,161 | | | | | | *(10) | | |
Non-employee Directors | | | | ||||||||||
Jason Jing Chen | | | | | 215,449 | | | | | | 3.4%(11) | | |
Matthew Dallas | | | | | 5,449 | | | | | | *(12) | | |
Ting Li | | | | | 5,449 | | | | | | *(12) | | |
James Shmerling, DHA FACHE | | | | | 5,449 | | | | | | *(12) | | |
Jeffrey Young | | | | | 5,449 | | | | | | *(12) | | |
Wei Zhang MD, Ph.D | | | | | 5,449 | | | | | | *(12) | | |
All current executive officers and directors, as a group (9 persons) | | | | | 438,517 | | | | | | 6.7%(13) | | |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, 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 (Excluding Securities Reflected in Column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders(1) | 1,585,718 | $ | 6.55 | 502,206 | (2) | |||||||
Equity compensation plans not approved by security holders | — | — | ||||||||||
Total | 1,585,718 | $ | 6.55 | 502,206 |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, 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 (Excluding Securities Reflected in Column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 1,585,718 | | | | | $ | 6.55 | | | | | | 502,206(2) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | |||||
Total | | | | | 1,585,718 | | | | | $ | 6.55 | | | | | | 502,206 | | |
2018 | 2017 | |||||||||||||||
RSM | KPMG | Total | Total | |||||||||||||
Audit Fees(1) | $ | 189,000 | $ | 71,000 | $ | 260,000 | $ | 251,220 | ||||||||
Tax Fees(2) | 18,161 | - | 18,161 | 16,433 | ||||||||||||
All Other Fees(3) | - | - | - | 1,780 | ||||||||||||
Total Fees | $ | 207,161 | $ | 71,000 | $ | 278,161 | $ | 269,433 |
| | | 2018 | | | 2017 | | ||||||||||||||||||
| | | RSM | | | KPMG | | | Total | | | Total | | ||||||||||||
Audit Fees(1) | | | | $ | 189,000 | | | | | $ | 71,000 | | | | | $ | 260,000 | | | | | $ | 251,220 | | |
Tax Fees(2) | | | | | 18,161 | | | | | | — | | | | | | 18,161 | | | | | | 16,433 | | |
All Other Fees(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 1,780 | | |
Total Fees | | | | $ | 207,161 | | | | | $ | 71,000 | | | | | $ | 278,161 | | | | | $ | 269,433 | | |
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| BIOSTAGE, INC. | | |||
| By: | | | | |
| | | | James McGorry, Chief Executive Officer |
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