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Item 5.02
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant to the terms of the Agreement dated
March 14, 2016 among the Company, Platinum Management (NY) LLC and certain of its affiliates (the “Agreement”), incorporated
by reference herein, the Company elected Mark Greene, M.D., Ph.D., FRCP and Tony Fiorino, M.D. Ph.D. as directors effective March
23, 2016. Dr. Greene was elected to fill a vacancy on the Board of Directors in the class with terms expiring at the annual meeting
of stockholders to be held in 2017, and Dr. Fiorino was elected to fill a vacancy in the class with terms expiring at the 2018
annual meeting.
Mark I. Greene M.D., Ph.D., FRCP, age 67,
has been Director of the Division of Immunology, Department of Pathology at University of Pennsylvania School of Medicine since
1986. Dr. Greene was the Associate Director of the Division for Fundamental Research, University of Pennsylvania Cancer Center
from 1987-2009 and has been the John Eckman Professor of Medical Science of the University of Pennsylvania School of Medicine
since 1989. From 1980 to 1986 he served as an Associate Professor of both Harvard University and Harvard Medical School. His groundbreaking
work in erbB receptor function led to the development of Herceptin (Genentech) and to the development of a proprietary method
for the rapid, reliable design of allosteric inhibitors of receptors and enzymes. Dr. Greene currently serves as a Member of the
Scientific Advisory Board of Navidea’s subsidiary Macrophage Therapeutics. He previously served as a scientific advisor
to Ception Therapeutics, Antisome PLC and Fulcrum Technologies and also served as a Member of the Scientific Advisory Boards of
Fulcrum Pharmaceuticals, Inc. and Tolerx, Inc. He previously served as an Emeritus Director of Emisphere Technologies, Inc. where
he also served as a Director. Additionally, Dr. Greene previously served as a Director of Ribi Immunochem Research, Inc. and currently
serves as a Consultant of Martell Biosystems, Inc. Dr. Greene has an outstanding record of contributions to cancer biology and
drug discovery that is well-documented in over 400 publications. Dr. Greene is a recipient of many awards and patents and has
collaborated with a number of pharmaceutical companies. He received his M.D. (1972) and Ph.D. (1977) from the University of Manitoba,
Canada, became a Fellow of the Royal College in 1976 and then joined the faculty of Harvard Medical School in 1978.
Tony Fiorino, M.D., Ph.D., age 48, has almost
20 years of experience in biotechnology finance and drug development. He is currently President and CEO of Triumvira Immunologics,
located in Hamilton, Ontario, Canada and Hackensack, New Jersey. Prior to this he was Chief Executive Officer at BrainStorm
Cell Therapeutics from 2014-2015, where he continues to serve as Chief Medical Advisor. Previously, he was a Managing Director
at Greywall Asset Management, a healthcare equity fund, and President and Managing Member of Alchimia Partners, his consulting
firm. Dr. Fiorino was also Founder, President and CEO of EnzymeRx, where he led the acquisition of a late-stage pre-clinical biologic
and the development of the compound through Phase 1/2 clinical trials and its subsequent sale to 3SBio. Before founding EnzymeRx,
Dr. Fiorino worked as a biotechnology and pharmaceuticals analyst and portfolio manager at firms including JP Morgan, Citigroup,
and Pequot Capital. Dr. Fiorino earned an M.D. (1996) and a Ph.D. (1995) from the Albert Einstein College of Medicine where he
studied the differentiation of liver progenitor cells, a B.S. in Biology from the Massachusetts Institute of Technology (1989)
and has authored over 20 publications in the medical and scientific literature.
Each of the newly-elected directors will
receive an annual cash retainer, currently set at $50,000 payable quarterly in arrears, and are expected to be granted restricted
shares of the Company’s common stock consistent with amounts expected to be granted to other non-executive directors related
to their 2016 service. The restricted stock will be granted under the Company’s 2014 Stock Incentive Plan, and will vest
on the first anniversary of the date of grant. Each director has executed a Director Agreement with the Company, which are filed
as exhibits to this Report.
Also pursuant to the terms of the Agreement,
Brendan A. Ford has resigned as a director of the Company, effective March 23, 2016. There were no matters of disagreement between
Mr. Ford and the Company concerning the Company’s operations, policies or practices.
In connection with the changes to the Board
of Directors described above, the Committees of the Board of Directors have been reconfigured. Dr. Greene has been appointed to
the new Nominating and Governance Committee and the new Compensation Committee, which have been reconstituted as separate committees
formed out of the Company’s former Compensation, Nominating and Governance Committee. Dr. Fiorino has been appointed to the
Audit Committee and new Compensation Committee.