☐ | Preliminary 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 under §240.14a-12 |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1. | To elect the SCYNEXIS Board of Directors’ seven nominees as directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. |
2. | To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of SCYNEXIS for the fiscal year ending December 31, 2024. |
3. | To vote, on an advisory basis, on the compensation paid to SCYNEXIS’s named executive officers. |
4. | To approve the SCYNEXIS, Inc. 2024 Equity Incentive Plan. |
5. | To conduct any other business properly brought before the meeting. |
By Order of the Board of Directors | | | |
| | ||
/s/ Scott Sukenick | | | |
Scott Sukenick Corporate Secretary and Chief Legal Officer Jersey City, New Jersey | | |
Proposal No. | | | Proposal | | | Board Vote Recommendation |
1 | | | Election of the SCYNEXIS Board of Directors’ seven nominees as directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified | | | For each SCYNEXIS director nominee |
| | | | |||
2 | | | Ratification of the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP as the independent registered public accounting firm of SCYNEXIS, Inc. for its fiscal year ending December 31, 2024 | | | For |
| | | | |||
3 | | | Advisory approval of the compensation of our named executive officers as disclosed in this proxy statement | | | For |
| | | | |||
4 | | | Approval of the SCYNEXIS, Inc. 2024 Equity Incentive Plan | | | For |
• | Election of our Board of Directors’ seven nominees as directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified; |
• | Ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of SCYNEXIS, Inc. for its fiscal year ending December 31, 2024; |
• | Advisory approval of the compensation of our named executive officers as disclosed in this proxy statement; and |
• | Approval of the SCYNEXIS, Inc. 2024 Equity Incentive Plan. |
• | You may submit another properly completed proxy card with a later date. |
• | You may vote again by telephone or over the internet. |
• | You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at SCYNEXIS, Inc., 1 Evertrust Plaza, 13th Floor, Jersey City, New Jersey 07302. |
• | You may attend the Annual Meeting and vote at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
Proposal Number | | | Proposal Description | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non-Votes |
1 | | | Election of Directors | | | Seven nominees receiving the most “For” votes | | | Withheld votes will have no effect | | | None |
| | | | | | | | |||||
2 | | | Ratification of the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP as the independent registered public accounting firm of SCYNEXIS, Inc. for its fiscal year ending December 31, 2024 | | | “For” votes from the holders of a majority of shares present via webcast or represented by proxy and entitled to vote on the matter | | | Against | | | None |
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3 | | | Advisory approval of the compensation of our named executive officers as disclosed in this proxy statement | | | “For” votes from the holders of a majority of shares present via webcast or represented by proxy and entitled to vote on the matter | | | Against | | | None |
| | | | | | | | |||||
4 | | | Approval of the SCYNEXIS, Inc. 2024 Equity Incentive Plan | | | “For” votes from a majority of votes cast on the proposal | | | None | | | None |
Name | | | Age | | | Position Held With SCYNEXIS |
Armando Anido | | | 66 | | | Director |
David Angulo, M.D. | | | 59 | | | Chief Executive Officer, President and Director |
Steven C. Gilman, Ph.D. | | | 71 | | | Director |
Ann F. Hanham, Ph.D. | | | 71 | | | Director |
David Hastings | | | 62 | | | Director |
Guy Macdonald | | | 65 | | | Chairman of the Board, Director |
Philippe Tinmouth | | | 60 | | | Director |
Board Diversity Matrix (As of April 15, 2024) | ||||||
Total Number of Directors | | | 7 | |||
| | Female | | | Male | |
Part I: Gender Identity | | | | | ||
Directors | | | 1 | | | 6 |
Part II: Demographic Background | | | | | ||
Hispanic or Latinx | | | | | 2 | |
White | | | 1 | | | 4 |
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance |
Armando Anido | | | | | X | | | X | |
Steven C. Gilman, Ph.D. | | | | | X* | | | X | |
Ann F. Hanham, Ph.D. | | | X | | | | | X* | |
David Hastings | | | X* | | | | | ||
Guy Macdonald | | | | | X | | | ||
Philippe Tinmouth | | | X | | | | | ||
Total meetings in year 2023 | | | 4 | | | 5 | | | 2 |
* | Chair of the committee. |
• | reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services; |
• | evaluating the performance of our independent registered public accounting firm and deciding whether to retain their services; |
• | reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management, including a review of disclosures under the section of our annual report on Form 10-K as filed March 28, 2024, titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” |
• | considering and approving or disapproving of all related party transactions; |
• | preparing the Audit Committee report required by the SEC to be included in our annual proxy statement; |
• | reviewing, with our independent registered public accounting firm and management, significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy and effectiveness of our financial controls; |
• | conducting an annual assessment of the performance of the Audit Committee and its members, and the adequacy of its charter; and |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters. |
• | recommending to the full Board the compensation and other terms of employment of our chief executive officer, determining the compensation and other terms of employment of our other executive officers, and reviewing and recommending to the full Board corporate performance goals and objectives relevant to the compensation of executive officers; |
• | reviewing and recommending to the full Board the compensation of our non-employee directors; |
• | evaluating, adopting and administering the equity incentive plans, compensation plans, and similar programs advisable for us, as well as modification or termination of existing plans and programs; |
• | establishing policies with respect to equity compensation arrangements; |
• | reviewing and discussing annually with management our “Compensation Discussion and Analysis” if required by SEC rules; |
• | preparing the Compensation Committee report if required by the SEC to be included in our annual proxy statement; and |
• | reviewing and evaluating, at least annually, the performance of the Compensation Committee and the adequacy of its charter. |
• | reviewing periodically and evaluating director performance on our Board and its applicable committees, and recommending to our Board and management areas for improvement; |
• | interviewing, evaluating, nominating and recommending individuals for membership on our Board; |
• | reviewing and recommending to our Board any amendments to our corporate governance policies; and |
• | reviewing and assessing, at least annually, the performance of the Nominating and Corporate Governance Committee and the adequacy of its charter. |
| | Fiscal 2023 | | | Fiscal 2022 | |
Audit Fees(1) | | | $1,027 | | | $964 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees(2) | | | 2 | | | 2 |
Total Fees | | | $1,029 | | | $966 |
(1) | Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and review of the interim consolidated financial statements and the issuance of consent and comfort letters in connection with registration statement filings with the Securities and Exchange Commission, and all services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. |
(2) | Annual license fee for access to an accounting research software application. |
| | AUDIT COMMITTEE | |
| | ||
| | David Hastings (Chairman) | |
| | Ann F. Hanham, Ph.D. | |
| | Philippe Tinmouth |
* | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of SCYNEXIS under the 1933 or 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
• | No single trigger accelerated vesting upon change in control. The 2024 Plan does not provide for any automatic mandatory vesting of awards upon a change in control. |
• | Stockholder approval is required for additional shares. The 2024 Plan does not contain an annual “evergreen” provision. Thus, stockholder approval is required each time we need to increase the share reserve allowing our stockholders the ability to have a say on our equity compensation programs. |
• | Prohibition on repricing. The 2024 Plan specifically prohibits us from repricing any outstanding stock option or stock appreciation right by reducing the exercise price of the stock option or stock appreciation right or canceling any outstanding stock option or stock appreciation right that has an exercise price or strike price in excess of the current fair market value in exchange for cash or other awards without obtaining the approval of our stockholders within 12 months prior to such event. |
• | Prohibition on the payment of dividends and dividend equivalents on unvested stock options or awards. The 2024 Plan prohibits the payment or crediting of dividends or dividend equivalents with respect to any award until the underlying shares or units vest. |
• | Prohibition on share recycling. Any shares of common stock reacquired or withheld (or not issued) by the company to satisfy the exercise or purchase price of an award will no longer be available for issuance under the Plan, including any shares subject to an award that are not delivered to a participant because such award is exercised through a reduction of shares subject to such award (i.e., “net exercised”). In addition, any shares reacquired or withheld (or not issued) by the company to satisfy a tax withholding obligation in connection with an award, or any shares repurchased by the company on the open market with the proceeds of the exercise or strike price of an option or stock appreciation right will no longer be available for issuance under the 2024 Plan. |
• | No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the 2024 Plan must have an exercise price or strike price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted. |
• | Flexibility in designing equity compensation scheme. The 2024 Plan allows us to provide a broad array of equity incentives, including traditional option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other awards. By providing this flexibility we can quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business. |
| | As of March 31, 2024 | |
Total number of shares of common stock subject to outstanding stock options | | | 2,716,602 |
Weighted-average exercise price of outstanding stock options | | | $7.92 |
Weighted-average remaining term of outstanding stock options (in years) | | | 7.11 |
Total number of shares of common stock subject to outstanding full value awards (RSUs and PSUs) | | | 3,202,012 |
Total number of shares of common stock outstanding (including pre-funded warrants)(1) | | | 48,496,063 |
Per-share closing price of common stock as reported on Nasdaq Global Select Market on March 28, 2024 | | | $1.47 |
(1) | As of March 31, 2024, we had a total of 37,779,796 shares of common stock outstanding and 10,716,267 pre-funded warrants. Our pre-funded warrants are convertible 1:1 into shares of our common stock at an exercise price per share equal to $0.001 per share and are exercisable at any time. |
| | Total Number of Shares of Common Stock Subject to Stock Options Granted | | | Total Number of Shares of Common Stock Subject to Full Value Awards Granted | | | Weighted Average Number of Shares of Common Stock Outstanding(1) | | | Burn Rate | |
Fiscal Year 2023 | | | 303,000 | | | 1,929,575 | | | 47,891,996 | | | 4.66% |
Fiscal Year 2022 | | | 834,000 | | | 958,465 | | | 42,613,510 | | | 4.21% |
Fiscal Year 2021 | | | 868,050 | | | 130,175 | | | 26,384,713 | | | 3.78% |
(1) | This number includes both common stock outstanding and existing pre-funded warrants. Our pre-funded warrants are convertible 1:1 into shares of our common stock at an exercise price per share equal to $0.001 per share and are exercisable at any time. |
Name | | | Age | | | Position |
David Angulo, M.D. | | | 59 | | | Chief Executive Officer and Director |
Ivor Macleod, MBA, CPA | | | 63 | | | Chief Financial Officer |
Scott Sukenick | | | 46 | | | General Counsel |
• | each of our directors and named executive officers; |
• | all of our directors and executive officers as a group; and |
• | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock. |
Name of Beneficial Owner | | | Number of Shares That Can be Acquired w/in 60 Days of March 31, 2024(1) | | | Number of Shares Beneficially Owned | | | Percentage Total |
5% Stockholders: | | | | | | | |||
Federated Hermes, Inc.(2) | | | (2) | | | 8,094,700 | | | 19.99% |
Avidity Partners Management LP(3) | | | (3) | | | 4,105,210 | | | 9.99% |
Kingdon Capital Management, L.L.C.(4) | | | (4) | | | 2,237,048 | | | 5.92% |
| | | | | | ||||
Named Executive Officers and Directors: | | | | | | | |||
David Angulo, M.D. | | | 298,213 | | | 418,161 | | | 1.10% |
Ivor Macleod | | | 80,760 | | | 91,270 | | | * |
Scott Sukenick | | | 159,644 | | | 239,497 | | | * |
Armando Anido | | | 39,500 | | | 54,500 | | | * |
Steven C. Gilman, Ph.D. | | | 41,661 | | | 55,661 | | | * |
Ann F. Hanham, Ph.D. | | | 40,129 | | | 53,751 | | | * |
David Hastings | | | 37,747 | | | 50,930 | | | * |
Guy Macdonald | | | 57,571 | | | 79,571 | | | * |
Philippe Tinmouth | | | 36,500 | | | 54,500 | | | * |
All executive officers and directors as a group (9 persons)(5) | | | 791,725 | | | 1,097,841 | | | 2.85% |
* | Less than 1% of the outstanding shares of common stock. |
(1) | Reflects shares that may be acquired within 60 days of March 31, 2024, pursuant to the exercise of stock options or warrants. |
(2) | The amount reported as beneficially owned in the table is based solely on a Schedule 13G/A filed with the SEC on January 18, 2024, reporting beneficial ownership as of December 31, 2023, and this number may have changed subsequent to December 31, 2023. The amount in the table that may be acquired within 60 days of March 31, 2024 is unknown to us as the Schedule 13G/A does not delineate between shares held and shares that may be acquired within 60 days of March 31, 2024; however, Federated Hermes, Inc. (“Federated”) holds warrants sufficient to enable it to purchase shares that will result in its ownership increasing up to 19.99% of our common stock and, accordingly, we are reporting the percentage beneficial ownership as such amount. All of the outstanding voting stock of Federated is held in the Voting Shares Irrevocable Trust (the “Trust”) for which Thomas R. Donahue, Ann C. Donahue and J. Christopher Donahue act as trustees (collectively, the “Trustees”). Each of Federated and the Trust have sole voting and investment power over the shares reflected in the table, and each of the Trustees have shared voting and investment power over the shares reflected in the table. Federated, the Trust, and each of the Trustees expressly disclaim beneficial ownership of the shares reflected in the table. The principal business address for Federated, the Trust and the Trustees is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. |
(3) | Avidity Master Fund LP (“Avidity”) beneficially owns 9.99% of our common stock, which includes shares held by Avidity and shares that may be acquired by Avidity upon exercise of warrants. Avidity Partners Management LP filed a Schedule 13G/A filed with the SEC on February 13, 2024, reporting beneficial ownership of shares as of December 31, 2023 based on our outstanding common stock as of November 1, 2023, and this number may have changed subsequent to December 31, 2023. The amount in the table that is owned and the amount that may be acquired within 60 days of March 31, 2024 is unknown to us as the Schedule 13G/A does not delineate between shares held and shares that may be acquired within 60 days of December 31, 2023; however, Avidity holds warrants sufficient to enable it to purchase shares that will result in its ownership increasing up to 9.99% of our common stock. As of December 31, 2023, each of Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Avidity Capital Partners Fund (GP) LP, Avidity |
(4) | The amount reported as beneficially owned in the table is based solely on a Schedule 13G/A filed with the SEC on November 29,2023, reporting beneficial ownership as of November 20, 2023, and this number may have changed subsequent to November 20, 2023. The amount in the table that may be acquired within 60 days of March 31, 2024 is unknown to us as the Schedule 13G/A does not delineate between shares held and shares that may be acquired within 60 days of March 31, 2024. As of November 20, 2023, each of Kingdon Capital Management, L.L.C. and Mark Kingdon had shared voting and investment power over 2,237,048 of our shares and each of M. Kingdon Offshore Master Fund L.P. and Kingdon GP, LLC had shared voting and investment power over 1,982,491 of our shares. The principal business address for these entities is 152 West 57th Street, 50th Floor, New York, New York 10019. |
(5) | Consists of shares held by each executive officer and director as of March 31, 2024, including the shares described in footnote (1) above. |
| | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) | |
Plan Category | | | (a) | | | (b) | | | (c) |
Equity Compensation Plans approved by security holders | | | 3,503,543 | | | $5.18 | | | 2,322,247(2)(3) |
Equity Compensation Plans not approved by security holders | | | 250,626 | | | $7.54 | | | 633,590(4) |
Total | | | 3,754,169 | | | $5.33 | | | 2,955,837 |
(1) | The weighted-average exercise price includes shares issuable upon vesting of outstanding awards of restricted stock units, which have no exercise price. Excluding the shares issuable upon vesting of outstanding awards of restricted stock units, the weighted average exercise price for outstanding awards under equity compensation plans approved by securityholders was $11.14, the weighted average exercise price for outstanding awards under equity compensation plans not approved by securityholders was $7.91, and the total was $10.72. |
(2) | Pursuant to the terms of the SCYNEXIS, Inc. 2014 Equity Incentive Plan, the share reserve automatically increased on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2015, and ending on (and including) January 1, 2024, in an amount equal to 4.0% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year. |
(3) | As of December 31, 2023, a total of 1,474,045 shares remained available for future issuance under the SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan, as amended in May 2023 (“Amended 2014 ESPP”). The number of shares of securities to be issued upon exercise of outstanding options, warrants and rights does not include shares of common stock subject to rights outstanding under the Amended 2014 ESPP as the number of shares to be issued pursuant to these rights is not known as of December 31, 2023. |
(4) | Our board of directors adopted the 2015 Inducement Award Plan (“2015 Plan”) on March 26, 2015 and it was amended on June 9, 2019, April 30, 2021, and October 18, 2022 to increase the share reserve from 45,000 to 90,000; from 90,000 to 500,000; and from 500,000 to 900,000 shares of our common stock, respectively. The 2015 Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other forms of equity compensation (collectively, stock awards), all of which may be granted to persons not previously employees or directors of SCYNEXIS, or following a bona fide period of non-employment, as an inducement material to the individuals’ entering into employment with the company within the meaning of Nasdaq Listing Rule 5635(c)(4). If a stock award granted under the 2015 Plan expires or otherwise terminates without all of the shares covered by the stock award having been issued, or is settled in cash, or shares are withheld to satisfy tax withholding obligations, then the shares of our common stock not acquired or withheld pursuant to the stock award again will become available for subsequent issuance under the 2015 Plan. |
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards(1) ($) | | | Option Awards(1) ($) | | | Nonequity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) |
David Angulo, M.D.(2) President and Chief Executive Officer | | | 2023 | | | 565,000 | | | 171,600 | | | 175,081 | | | 265,000 | | | 38,029(3) | | | 1,214,710 |
| 2022 | | | 482,326 | | | 281,050 | | | 256,097 | | | 125,700 | | | 23,662 | | | 1,168,835 | ||
Ivor Macleod(5) Chief Financial Officer | | | 2023 | | | 435,000 | | | — | | | — | | | 155,600 | | | 36,296(4) | | | 626,896 |
Scott Sukenick Chief Legal Officer | | | 2023 | | | 423,333 | | | 313,000 | | | — | | | 153,100 | | | 47,264(6) | | | 936,697 |
| 2022 | | | 395,283 | | | 223,850 | | | 210,903 | | | 103,700 | | | 43,071 | | | 976,807 |
(1) | The amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards, performance-based restricted stock unit awards, and option awards, as applicable, granted during the fiscal year indicated, as computed in accordance with FASB ASC Topic 718. Under SEC rules, performance-based restricted stock unit awards, which were granted in 2023, are valued based on the probable outcome of the performance conditions associated with these awards, which was determined to be not probable at grant. As a result, no amount in respect of these performance-based restricted stock unit awards has been included in the table above. The grant date fair value of these performance-based restricted stock unit awards, assuming the performance conditions are achieved in full, is $348,000 for Dr. Angulo and $174,000 for each of Mr. Macleod and Mr. Sukenick. Additional information about the valuation methodologies and assumptions used in determining the amounts in this column are described in Note 13 to our financial statements included in our Annual Report on Form 10-K as filed on March 28, 2024. The table below lists the aggregate number of shares and additional information with respect to the restricted stock unit awards, performance-based restricted stock unit awards, and outstanding option awards held by each of our named executive officers as of December 31, 2023. |
(2) | Dr. Angulo was promoted from Chief Medical Officer to President and Chief Executive Officer effective January 1, 2023. |
(3) | This amount represents group life insurance premiums paid by us in the amount of $2,663, a match of contributions to our 401(k) savings plan of $9,900, and healthcare and disability insurance premiums paid by us of $25,466. |
(4) | This amount represents group life insurance premiums paid by us in the amount of $3,049, a match of contributions to our 401(k) savings plan of $9,900, and healthcare and disability insurance premiums paid by us of $23,347. |
(5) | Mr. Macleod was not a named executive officer in 2022. He was appointed as Chief Financial Officer on October 24, 2022. |
(6) | This amount represents group life insurance premiums paid by us in the amount of $674, a match of contributions to our 401(k) savings plan of $9,900, and healthcare and disability insurance premiums paid by us of $36,690. |
Name | | | 2023 Base Salary ($) |
David Angulo, M.D.(1) | | | 565,000 |
Ivor Macleod(2) | | | 435,000 |
Scott Sukenick(3) | | | 428,000 |
(1) | Dr. Angulo’s base salary was increased to $565,000 upon his promotion from Chief Medical Officer to President and Chief Executive Officer effective January 1, 2023. In January 2024, our Compensation Committee increased his annual salary to $601,000. |
(2) | Mr. Macleod joined us as Chief Financial Officer on October 24, 2022 at an annual salary of $435,000, which was unchanged in 2023. In January 2024, our Compensation Committee increased his annual salary to $452,400. |
(3) | In January 2024, our Compensation Committee increased Mr. Sukenick’s annual salary to $445,120. |
Name | | | 2023 Target Bonus |
David Angulo, M.D. | | | 55% |
Ivor Macleod | | | 40% |
Scott Sukenick | | | 40% |
| | Stock Options | | | | | | | Stock Awards | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable(1) | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Number of Restricted Stock Units that have not Vested | | | Market Value of Non-Vested Restricted Stock Units that have not Vested(5) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(5) |
David Angulo, M.D. | | | 12,500 | | | —(2) | | | $86.50 | | | 6/3/2025 | | | | | | | | | ||||
| 7,000 | | | —(3) | | | $40.50 | | | 3/31/2026 | | | | | | | | | ||||||
| 13,999 | | | —(3) | | | $30.20 | | | 1/30/2027 | | | | | | | | | ||||||
| 19,999 | | | —(3) | | | $16.90 | | | 2/9/2028 | | | | | | | | | ||||||
| 14,999 | | | — (3) | | | $13.80 | | | 2/15/2029 | | | | | | | | | ||||||
| 44,061 | | | 938(3) | | | $8.63 | | | 1/30/2030 | | | | | | | | | ||||||
| 47,395 | | | 17,605(3) | | | $7.47 | | | 1/28/2031 | | | | | | | | | ||||||
| 38,958 | | | 46,042(3) | | | $4.60 | | | 2/3/2032 | | | | | | | | | ||||||
| 37,812 | | | 127,188(3) | | | $1.56 | | | 1/1/2033 | | | | | | | | | ||||||
| | | | | | | | | | 25,550(4) | | | $56,977 | | | | | |||||||
| | | | | | | | | | 110,000(6) | | | $245,300 | | | | | |||||||
| | | | | | | | | | | | | | 200,000(8) | | | $446,000 |
1 | These performance-based restricted stock units vest upon the achievement of certain clinical development and regulatory milestones by specific dates. |
| | Stock Options | | | | | | | Stock Awards | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable(1) | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Number of Restricted Stock Units that have not Vested | | | Market Value of Non-Vested Restricted Stock Units that have not Vested(5) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(5) |
Scott Sukenick | | | 16,000 | | | —(2) | | | $17.50 | | | 11/15/2027 | | | | | | | | | ||||
| 1,500 | | | —(3) | | | $16.90 | | | 2/9/2028 | | | | | | | | | ||||||
| 10,000 | | | —(3) | | | $13.80 | | | 2/15/2029 | | | | | | | | | ||||||
| 24,479 | | | 521(3) | | | $8.63 | | | 1/30/2030 | | | | | | | | | ||||||
| 29,166 | | | 10,834(3) | | | $7.47 | | | 1/28/2031 | | | | | | | | | ||||||
| 32,083 | | | 37,197(3) | | | $4.60 | | | 2/3/2032 | | | | | | | | | ||||||
| | | | | | | | | 20,350(4) | | | $45,381 | | | | | ||||||||
| | | | | | | | | | 100,000(7) | | | $223,000 | | | | | | ||||||
| | | | | | | | | | 50,000(7) | | | $111,500 | | | | | |||||||
| | | | | | | | | | | | | | 100,000(8) | | | $223,000 | |||||||
Ivor Macleod | | | 49,583 | | | 120,417(2) | | | $2.22 | | | 10/24/2032 | | | | | | | | | ||||
| | | | | | | | | | 10,000(6) | | | $22,300 | | | | | |||||||
| | | | | | | | | | | | | | 100,000(8) | | | $223,000 |
(1) | The options listed are fully vested or are subject to an early exercise right and may be exercised in full prior to vesting of the shares underlying such options. Vesting of all options is subject to continued service on the applicable vesting date. |
(2) | 25% of the shares subject to this option vested on the one-year anniversary of the grant date, and 2.08% of the shares subject to the option vest on each of the next 36 months thereafter, provided the executive continues to provide continuous services to us. |
(3) | 2.08% of the shares subject to this option vest monthly for 48 months as measured from the date of grant. |
(4) | 50% of the shares subject to these restricted stock units vest annually over two years. |
(5) | Year-end market price is based on the December 30, 2023 Nasdaq closing price of $2.23. |
(6) | Represents restricted stock units that vest one third per year over three years on the anniversary of the date of grant. |
(7) | Represents restricted stock units that vest over three years in equal, annual installments. |
(8) | Represents performance-based restricted stock units that vest upon the achievement of certain clinical development and regulatory milestones by specific dates. |
• | in the case of Dr. Angulo, a cash amount equal to 18 months of his then current base salary, which will be paid out in a lump sum on the 60th day following his termination date, and in the case of each of Mr. Macleod and Mr. Sukenick, a cash amount equal to six months of the applicable executive officer’s then current base salary, which will be paid over six months, commencing with the first payroll period following the effective date of their release; |
• | the vesting and exercisability of all outstanding options to purchase our common stock held by an eligible executive officer will be accelerated, and any repurchase rights held by us with respect to our common stock issued or issuable pursuant to any other stock award granted to such executive officer will lapse, with respect to the same number of shares as if the executive officer had continued employment for an additional 18 months in the case of Dr. Angulo and an additional six months in the case of each of Mr. Macleod and Mr. Sukenick; and |
• | if the executive officer elects COBRA coverage and timely pays their portion of the applicable premiums, payment of the same percentage of the COBRA premiums for continued medical, dental, and vision group health coverage as we paid prior to the executive officer’s termination, until the earlier of (a) 18 months in the case of Dr. Angulo and six months in the case of each of Mr. Macleod and Mr. Sukenick, (b) such time as the executive officer becomes enrolled in the group health insurance plan of another employer or (c) the executive officer becomes entitled to Medicare after the COBRA election. |
• | in the case of Dr. Angulo, a cash amount equal to 24 months of his then current base salary, which will be paid out in a lump sum on the 60th day following his termination date, and in the case of each of Mr. Macleod and Mr. Sukenick, a cash amount equal to 12 months of the applicable executive officer’s then current base salary, which will be paid over 12 months, commencing with the first payroll period following the effective date of their release and settlement agreement; |
• | the vesting and exercisability of all outstanding options to purchase our common stock held by the executive officer will be accelerated in full, and any repurchase rights held by us respect to our common stock issued or issuable pursuant to any other stock award granted to such executive officer will lapse; and |
• | payment of the same percentage of the COBRA premiums for continued medical, dental, and vision group health coverage as we paid prior to the executive officer’s termination, until the earlier of (a) 24 months in the case of Dr. Angulo, and 12 months in the case of each of Mr. Macleod and Mr. Sukenick, (b) such time as the executive officer becomes enrolled in the group health insurance plan of another employer or (c) the executive officer becomes entitled to Medicare after the COBRA election. |
• | “change in control” generally means the occurrence of any of the following: (a) our company being party to any merger, consolidation or other similar transaction that results in our stockholders immediately before the merger, consolidation or other similar transaction owning less than 50% of the equity, or possessing less than 50% of the voting control, of us or the successor entity in the merger, consolidation or similar transaction; (b) any liquidation, dissolution or other sale or disposition of all or substantially all of our assets; or (c) our stockholders sell or otherwise dispose of our capital stock in a single transaction or series of related transactions such that the stockholders immediately before such transaction or related transactions own less than 50% of the equity, and possess less than the voting power, of our capital stock; provided, however, that an initial public offering or subsequent public offering of our common stock does not constitute a “change in control.” |
• | “just cause” generally means any of the following: (a) the executive officer’s willful and material breach of his employment agreement and the executive officer’s continued failure to cure such breach to the reasonable satisfaction of our board of directors within thirty days following written notice of such breach from our board of directors; (b) the executive officer’s conviction of, or entry of a plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude; (c) the executive officer’s willful commission of an act of fraud, breach of trust or dishonesty, including without limitation embezzlement or an act that results in material damage or harm to our business, financial condition or assets; (d) the executive officer’s intentional damage or destruction of our substantial property; or (e) the executive officer’s breach of the terms of his confidentiality agreement with us. |
• | “good reason” generally means any of the following without the executive officer’s express written consent: (a) assignment to, or withdrawal from, the executive officer of any duties or responsibilities that results in a material diminution in the executive officer’s authority, duties or responsibilities as in effect immediately prior to such change; (b) a material diminution in the authority, duties or responsibilities of the supervisor to whom the executive officer is required to report, including (if applicable) a requirement that the executive officer report to a corporate officer or employee instead of reporting directly to our board of directors; (c) a material reduction by us of the executive officer’s annual base salary; (d) a relocation of the executive officer or our principal executive offices if the executive officer’s principal office is at such offices, to a location more than 60 miles from the location at which the executive officer is then performing his duties; or (e) a material breach by us of any provision of the executive officer’s employment agreement or any other enforceable written agreement between us and the executive officer. |
Year(1) | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | | | Net Income (Loss) (millions)(6) | ||||||
(a) | | | PEO #1 | | | PEO #2 | | | PEO #1 | | | Compensation PEO #2 | | |||||||||||
2023 | | | $1,214,710 | | | $— | | | $1,494,868 | | | $— | | | $781,796 | | | $870,567 | | | $30.10 | | | $67,041 |
2022 | | | $— | | | $2,608,785 | | | $— | | | $1,001,981 | | | $1,103,280 | | | $451,277 | | | $20.39 | | | ($62,809) |
2021 | | | $— | | | $1,714,217 | | | $— | | | $1,243,090 | | | $1,010,335 | | | $838,793 | | | $79.74 | | | ($32,866) |
(1) | The amounts presented reflect the Summary Compensation Table Total for David Angulo, M.D. (PEO #1) and Marco Taglietti, M.D., (PEO #2) for the years in which they served as PEO. For the years presented in the table, Dr. Taglietti was our PEO from January 2021 (and prior) to December 2022, and Mr. Angulo was our PEO from January 2023 to December 2023. |
(2) | The dollar amounts reported represent the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to PEO #1’s total compensation for 2023 to determine the compensation actually paid: |
Year(1) | | | Summary Compensation Table Total for PEO #1 | | | Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in Summary Compensation Table for PEO #1 | | | Add: Fair Value of Outstanding and Unvested Current Year Awards at Year End for PEO #1 | | | Add: Change in Fair Value as of the Current Year End of Outstanding and Unvested Awards Granted in Prior Years for PEO #1 | | | Add: Vesting Date Fair Value of Awards Granted in the Current Year that Vested in the Current Year for PEO #1 | | | Add: Change in Fair Value as of the Vesting Date of Prior Year Awards that Vested During the Current Year for PEO #1 | | | Compensation Actually Paid to PEO #1* |
2023 | | | $1,214,710 | | | $346,681 | | | $450,733 | | | $59,412 | | | $72,236 | | | $44,458 | | | $1,494,868 |
* | The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
(3) | The dollar amounts reported represent the average of the amounts reported for our non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Ivor Macleod and Scott Sukenick; (ii) for 2022, David Angulo, M.D., Scott Sukenick and Christine Coyne; and (iii) for 2021, David Angulo, M.D. and Christine Coyne. |
(4) | The dollar amounts reported represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid: |
Year(1) | | | Summary Compensation Table Total for non-PEO NEOs | | | Deduct: Average Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in Summary Compensation Table for Non-PEO NEOs | | | Add: Average Fair Value of Outstanding and Unvested Current Year Awards at Year End for Non-PEO NEOs | | | Add: Average Change in Fair Value as of the Current Year End of Outstanding and Unvested Awards Granted in Prior Years for Non-PEO NEOs | | | Add: Average Change in Fair Value as of the Vesting Date of Prior Year Awards that Vested During the Current Year for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs* |
2023 | | | $781,796 | | | $156,500 | | | $167,250 | | | $59,780 | | | $18,241 | | | $870,567 |
* | The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
(5) | Total Shareholder Return is based on the value of an initial fixed investment of $100 on December 31, 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. |
(6) | The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable year. |
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Name | | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | Option Award(s)(2) | | | Total |
Armando Anido | | | $52,500 | | | $27,400 | | | $18,854 | | | $98,754 |
Steven C. Gilman, Ph.D. | | | $60,000 | | | $27,400 | | | $18,854 | | | $106,254 |
Ann F. Hanham, Ph.D. | | | $59,000 | | | $27,400 | | | $18,854 | | | $105,254 |
David Hastings | | | $58,000 | | | $27,400 | | | $18,854 | | | $104,254 |
Guy Macdonald | | | $82,500 | | | $27,400 | | | $18,854 | | | $128,754 |
Philippe Tinmouth | | | $49,000 | | | $27,400 | | | $18,854 | | | $95,254 |
(1) | The amounts in this column reflect the aggregate grant date fair value of the one restricted stock award to acquire 10,000 shares of our common stock granted to each director during the fiscal year, as computed in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used in determining such amounts are described in Note 13 to our financial statements included in this Annual Report on Form 10-K. The table below lists the aggregate number of shares and additional information with respect to the outstanding option awards held by each of our non-employee directors as of December 31, 2023. |
(2) | The amounts in this column reflect the aggregate grant date fair value of the one option award to purchase 10,000 shares of our common stock granted to each director during the fiscal year, as computed in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used in determining such amounts are described in Note 13 to our financial statements included in this Annual Report on Form 10-K. The table below lists the aggregate number of shares and additional information with respect to the outstanding option awards held by each of our non-employee directors as of December 31, 2023. |
Name | | | Number of Shares Subject to Outstanding Options as of December 31, 2023 | | | Number of Shares Subject to Outstanding Restricted Stock Units as of December 31, 2023 |
Armando Anido | | | 47,000 | | | 10,000 |
Steven C. Gilman, Ph.D. | | | 49,661 | | | 10,000 |
Ann F. Hanham, Ph.D. | | | 48,529 | | | 10,000 |
David Hastings | | | 47,747 | | | 10,000 |
Guy Macdonald | | | 63,571 | | | 10,000 |
Philippe Tinmouth | | | 42,500 | | | 10,000 |
a. | The chairperson of the Audit Committee receives an annual cash retainer of $20,000 for this service, paid quarterly, and each of the other members of the Audit Committee receives an annual cash retainer of $10,000, paid quarterly. |
b. | The chairperson of the Compensation Committee receives an annual cash retainer of $15,000 for this service, paid quarterly, and each of the other members of the Compensation Committee receive an annual cash retainer of $7,500, paid quarterly. |
c. | The chairperson of the Nominating and Corporate Governance Committee receive an annual cash retainer of $10,000 for this service, paid quarterly, and each of the other members of the Nominating and Corporate Governance Committee receive an annual cash retainer of $5,000, paid quarterly. |
• | the amounts involved exceeded or will exceed $120,000; and |
• | any of our directors, executive officers, holders of more than 5% of our capital stock, or any affiliate of our directors, executive officers and holders of more than 5% of our capital stock, had or will have a direct or indirect material interest. |
Name of Director, Executive Officer or 5% Stockholder | | | Number of Shares | | | Number of Warrants | | | Number of Pre-funded Warrants | | | Purchase Amount |
Federated Hermes, Inc. | | | 333,250 | | | 333,250 | | | — | | | $999,750 |
Avidity Partners Management LP | | | — | | | 11,666,667 | | | 11,666,667 | | | $34,988,334 |
Scott Sukenick | | | 3,500 | | | 3,500 | | | — | | | $10,500 |
| | By Order of the Board of Directors | |
| | ||
| | /s/ Scott Sukenick | |
| | Scott Sukenick | |
| | Corporate Secretary and General Counsel |