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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Officer
Resignations
On
April 15, 2021, Christopher C. Schreiber, the Company’s Chief Executive Officer and President, tendered his resignation
from his position as Chief Executive Officer of the Company, effective at the effective time of the Merger. The resignation letter
did not contain any statements describing disagreements with the Company related to its operations, policies or practices, nor
did any disagreements lead to his resignation.
Officer
RSUs
On
September 11, 2020, pursuant to the terms of the Restricted Stock Unit Agreement, by and between the Company and Christopher C.
Schreiber under the Company’s 2018 Equity Incentive Plan, Mr. Schreiber was granted 263,500 restricted stock units (“RSUs”),
which accelerated and vested in full upon the closing of the Merger. At the election of the Company, the vested RSUs may be settled
for cash. On April 15, 2021, the Company’s stockholders approved, on a non-binding advisory basis, the compensation that
became payable to Mr. Schreiber in connection with the Merger, including any stock or cash that may be paid in connection with
the vesting of the RSUs.
Director
Appointments
Pursuant
to the terms of the Merger Agreement, the Board appointed Chris Chapman, M.D., Craig Eagle, M.D., and Jude Uzonwanne (the “New
Directors”) to the Board effective as of at the effective time of the Merger.
Following
the effective time of the Merger, the Board appointed Bill J. White (Chair), Joshua Silverman, and Jude Uzonwanne as the members
of the Audit Committee, Bill J. White (Chair), Joshua Silverman and Jude Uzonwanne, as the members of the Risk and Disclosure
Committee of the Board, Joshua Silverman (Chair), Craig Eagle, M.D., and Jude Uzonwanne as the members of the Compensation Committee
of the Board, and Jude Uzonwanne (Chair), Bill J. White, and Joshua Silverman as the members of the Nominating and Governance
Committee of the Board.
Officer
Appointments
Immediately
following the effective time of the Merger, the Board appointed the following individuals to the office or offices set forth opposite
his name below:
Name:
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Office:
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Chris
Chapman, M.D.
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President
and Chief Medical Officer
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Adam
Kaplin, M.D., Ph.D.
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Chief
Scientific Officer
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Paul
Rivard, Esq.
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Executive
Vice President of Operations and General Counsel
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Chris
Chapman, M.D., 68, in addition to his roles as the Company’s President and Chief Medical Officer and a member of the Board,
was appointed as President and Chief Medical Officer of MYMD Florida effective as of November 1, 2020. Prior to joining MYMD Florida
and since 1999, Dr. Chapman has also served as the Chief Executive Officer of Chapman Pharmaceutical Consulting, Inc., a consulting
organization that provides support to pharmaceutical and biotech companies in North America, Europe, Japan, India and Africa on
issues such as product safety, pharmacovigilance, medical devices, clinical trials and regulatory issues. In addition, from 2003-2004,
Dr. Chapman served as the Associate Director of Drug Safety, Pharmacovigilance, and Clinical Operations for Organon Pharmaceuticals,
where he was responsible for the supervision of four fellow M.D.s and 10 drug safety specialists. Prior to his time at Organon,
Dr. Chapman served as Director, Medical Affairs, Drug Safety and Medical Writing Departments at Quintiles (currently known as
IQVIA), from 1995-2003, where he grew the division from no employees to forty employees, including eight board certified physicians,
four RNs, two pharmacists, eight medical writers and supporting staff. Dr. Chapman has also served on the board of directors of
Rock Creek Pharmaceuticals, Inc. (f/k/a Star Scientific, Inc.) from 2007-2016, including as a member of the Audit Committee from
2007-2014, chairperson of the Compensation Committee from 2007-2014, and chairperson of the Executive Search Committee from 2007
to 2014. Dr. Chapman is an experienced executive and global medical expert and has extensive experience in providing monitoring
and oversight for ongoing clinical trials including both adult and pediatric subjects. Dr. Chapman is also the founder of the
Chapman Pharmaceutical Health Foundation, an IRS Section 501(c)(3) nonprofit organization established to solicit public funds
and to support healthcare needs such as AIDS, diabetes, hypertension, lupus, sickle cell anemia, malaria and tuberculosis, which
was organized in 2006. Dr. Chapman is a graduate of the Harvard Kennedy School of Cambridge, Massachusetts for financial management
in 2020. Dr. Chapman received his M.D. degree from Georgetown University in Washington, D.C. in 1987, and completed his internship
in Internal Medicine, a residency in Anesthesiology and a fellowship in Cardiovascular and Obstetric Anesthesiology at Georgetown.
Adam
Kaplin, M.D., Ph.D., 54, in addition to his role as the Company’s Chief Scientific Officer, was appointed Chief Scientific
Officer of MYMD Florida effective as of December 18, 2020. Prior to joining MYMD Florida, Dr. Kaplin has served in a number of
positions at John Hopkins University, including Principal Neuro-Psychiatric Consultant to the Johns Hopkins Multiple Sclerosis
Center of Excellence, Director of the Johns Hopkins Ketamine Clinic and the Departments of Psychiatry & Neurology at Johns
Hopkins University School of Medicine, positions he has held at various times from 2002 to present. In addition, since 2019, Dr.
Kaplin has served as Adjunct Faculty at the George Mason University Department of Global and Community Health. Dr. Kaplin has
also served as Co-Founder of numerous healthcare related startups, including, from 2018 to present, REWARD Pathways Inc., a company
devoted to addiction treatment development focused on a combined eHealth and medicine approach to curing addiction, and from 2016
to present, Hollinger Kaplin Benjamin & Bond, an eHealth software development company. Dr. Kaplin’s research focuses
on the investigation of the biological basis of immune mediated depression and cognitive impairment by using multiple sclerosis
as the model. Dr. Kaplin has also been active for over a decade in the development and application of health information technology
to mental health, combining this work with providing neuropsychiatric consultation and ongoing care of patients with multiple
sclerosis spectrum disorders. Dr. Kaplin’s original research has been published over 40 times in several different publications,
and he has authored or co-authored numerous review articles and textbooks. Dr. Kaplin received his B.S. in Biology from Yale University,
graduating cum laude in 1988, and received his M.D. and Ph.D. from the Johns Hopkins University School of Medicine in 1996.
Paul
Rivard, Esq., 50, in addition to serving as the Company’s Executive Vice President of Operations and General Counsel, was
appointed Executive Vice President of Operations and General Counsel of MYMD Florida effective as of September 21, 2020. Prior
to joining MYMD Florida, Mr. Rivard was a principal shareholder of Banner Witcoff, a national law firm specializing in intellectual
property law, from 2003-2020, and in that capacity also served as Chair of the firm’s Prosecution Policies and Procedures
Committee, developing and refining internal procedures, workflow, and docketing practices to improve efficiencies and mitigate
risk. Before becoming a principal shareholder, Mr. Rivard was an associate at Banner Witcoff from 1998-2002. In addition, prior
to his time at Banner Witcoff, Mr. Rivard served as a patent examiner for the United States Patent and Trademark Office from 1992-1998.
Mr. Rivard brings more than 20 years of experience as intellectual property counsel for clients ranging from startups to Fortune
100 companies in the life sciences, chemical and consumer product industries, including primary outside intellectual property
counsel for MYMD Florida from 2014-2020. Mr. Rivard has worked closely with strategic decision makers and in-house counsel of
his numerous clients, seeking to align intellectual property procurement, enforcement and licensing strategies with business objectives.
Mr. Rivard received his Juris Doctor from Catholic University of America’s Columbus School of Law, graduating cum laude
in 1998, and his B.S. in Chemical Engineering from Clarkson University in 1992.
Adoption
of Benefit Plan and Assumption of Stock Options
Pursuant
to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed MyMD Florida’s Second Amendment
to Amended and Restated 2016 Stock Incentive Plan (the “2016 Plan”), assuming all of MYMD Florida’s rights and
obligations with respect to the options issued thereunder. In addition, pursuant to the Merger Agreement, at the effective time
of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the Company’s
stockholders on April 15, 2021.
The
2021 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted
stock, restricted stock units, performance awards, and other awards which may be granted singly, in combination or in tandem,
and which may be paid in cash or shares of Company Common Stock. At the effective time of the Merger, the number of shares of
Company Common Stock that are reserved for issuance pursuant to awards under the 2021 Plan is 7,228,184 shares (post-Reverse Stock
Split), 100% of which may be delivered as incentive stock options.
The
2021 Plan will terminate on April 16, 2031, the tenth anniversary of its effective date. No award may be made under the 2021 Plan
after its expiration date.
The
foregoing description of the 2021 Plan does not purport to be complete and is qualified entirely by reference to the full text
of the 2021 Plan, which is attached hereto as Exhibit 10.3 and is incorporated by reference herein.
In
addition, under the terms of the Merger Agreement, the Company assumed all of MyMD Florida’s rights and obligations under
MyMD Florida’s stock options that were outstanding immediately prior to the effective time of the Merger, and each such
stock option, whether or not vested, was converted into a stock option representing the right to purchase shares of Company Common
Stock, on terms substantially the same as those in effect immediately prior to the effective time, except that the number of shares
of Company Common Stock issuable and the exercise price per share of such stock options was adjusted by the Exchange Ratio. Additionally,
the number of shares and exercise price per share of Company Common Stock under the assumed MyMD Florida stock options was further
adjusted by the Reverse Stock Split.
In
connection with the 2021 Plan, the Board adopted forms of (i) a Nonqualified Stock Option Agreement, (ii) an Incentive Stock Option
Agreement and (iii) a Restricted Stock Award Agreement, each of which are attached hereto as Exhibits 10.4, 10.5 and 10.6, respectively,
and are incorporated by reference herein.
Pursuant
to the Incentive Stock Option Agreement, participants will be granted options to purchase shares of Company Common Stock at a
price equal to the fair market value per share of the Company Common Stock on the date of grant or 110% of such fair market value,
in the case of a ten percent (10%) or more stockholder as provided in Section 422 of the United States Internal Revenue Code of
1986 (the “Code”). Options granted pursuant to the Incentive Stock Option Agreement will expire on the date immediately
preceding the tenth anniversary of the date of grant (or the date immediately preceding the fifth anniversary of the date of grant,
in the case of a ten percent (10%) or more stockholder, as provided in Section 422 of the Code), unless terminated earlier.
Pursuant
to the Nonqualified Stock Option Agreement, participants will be granted options to purchase shares of Company Common Stock at
a price equal to the fair market value per share of the Company Common Stock on the date of grant. The options issued pursuant
to the Nonqualified Stock Option Agreement will expire on the date immediately preceding the tenth anniversary of the date of
grant, unless terminated earlier.
Pursuant
to the Restricted Stock Award Agreement, participants will be granted restricted stock subject to such restrictions, price and
vesting requirements set forth at the discretion of the Compensation Committee of the Company’s board of directors or such
other committee appointed or designated by the Company’s board of directors to administer the 2021 Plan (the “Committee”).
Restricted stock granted to participants pursuant to the Restricted Stock Award Agreement may be converted into the number of
shares of Company Common Stock equal to the number of restricted stock units at such time as such units are no longer subject
to restrictions as established by the Committee.