Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 30, 2017, the Company appointed Vuong Trieu, Ph.D. to serve as Executive Chairman of the Company, effective immediately.
In such capacity, Dr. Trieu shall have the authority to act in a management capacity on behalf of the Company. Dr. Trieu is not
entering into, or amending, any compensatory arrangement with the Company in connection with his appointment as Executive Director.
Dr.
Trieu has served as a director of the Company, and as the Chairman of its Board of Directors, since November 2016. Dr. Trieu currently
serves as the Chairman of the Board and the Chief Executive Officer at Autotelic Inc. (since May 2014), as the Chairman of the
Board and the Chief Regulatory Officer at each of Glucotelic Inc. (since November 2016), Osteotelic Inc. (since July 2016), Oncotelic
Inc. (since October 2015) and Stocosil (since February 2015), and as the Chairman of the Board and the Chief Operating Officer
at LipoMedics Inc. (since August 2015). He previously served as Chairman of the Board and President of IThenaPharma Inc. from
August 2014 until that entity’s merger with Marina Biotech in November 2016, as the Chief Scientific Officer of Sorrento
Therapeutics, Inc. from September 2013 until May 2014, as the President and Chief Executive Officer at IgDraSol Inc. from January
2012 until August 2013, as the President and Chief Executive Officer at Biomiga Diagnostics from 2011 until August 2013, and as
the Director of Biology / Pharmacology at Abraxis BioScience from November 2002 until July 2011. He also served as a member of
the Board of Directors of Sorrento Therapeutics, Inc. from September 2013 until August 2014. Dr. Trieu received a Ph.D. in microbiology
/ molecular biology from the University of Oklahoma.
Dr.
Trieu was appointed to serve as a director pursuant to that certain Agreement and Plan of Merger dated as of November 15, 2016
by and among the Company, Ithena Acquisition Corporation, IthenaPharma Inc. and Dr. Trieu as the representative of the stockholders
of IthenaPharma Inc. (the “Merger Agreement”, and the transaction effected thereby, the “Merger”). Other
than as a result of the Merger Agreement, the transactions contemplated thereby and the agreements entered into in connection
therewith, there are no arrangements or understandings between Dr. Trieu and any other persons pursuant to which Dr. Trieu was
selected as a director. There are also no family relationships between Dr. Trieu and any director or executive officer of the
Company, other than that Falguni Trieu, the Director of Business Development, is the spouse of Dr. Trieu.
In
addition, there are no transactions between the Company and Dr. Trieu or his immediate family members requiring disclosure under
Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, other than that: (A) the Company
and Dr. Trieu are parties to a Line Letter pursuant to which Dr. Trieu offered to the Company an unsecured line of credit in an
amount not to exceed $540,000, to be used for current operating expenses; (B) Dr. Trieu is the Chief Executive Officer of Autotelic
LLC, with which entity the Company entered into a License Agreement dated November 15, 2016; (C) Dr. Trieu is the Chairman of
the Board of Directors of Autotelic Inc., with which entity the Company entered into a Master Services Agreement dated November
15, 2016, and which entity offered to the Company an unsecured line of credit in an amount not to exceed $500,000 in April 2017;
and (D) Dr. Trieu is the Chairman of the Board of Directors and Chief Operating Officer of LipoMedics Inc., with which entity
the Company entered into a License Agreement and a Stock Purchase Agreement, each dated February 6, 2017. Immediately following
the completion of the Merger, Autotelic LLC owned approximately 25.8% of the issued and outstanding shares of the common stock
of the Company and Autotelic Inc. owned approximately 5.9% of the issued and outstanding shares of the common stock of the Company.