| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Effective
May 8, 2023, Bill Korn, the Registrant’s current Chief Financial Officer, has assumed the role of Chief Strategy Officer, and Joseph
DosSantos has been appointed Chief Financial Officer.
Mr.
Korn, 66, joined the Registrant as our Chief Financial Officer in July 2013. Prior to joining the Registrant, Mr. Korn served as the
Chief Financial Officer for six other early-stage technology businesses. From January 2013 until he joined us, Mr. Korn served as the
Chief Financial Officer of SnapOne, Inc., a developer of cloud-based applications for mobile devices. Prior to that, from August 2002
to June 2012, Mr. Korn was the Chief Financial Officer of Antenna Software, Inc. Earlier in his career, Mr. Korn spent ten years with
IBM, where he served on the senior management team that created IBM’s services strategy in the 1990s. Currently, Mr. Korn serves
on the Board of Jerash Holdings (US), Inc. (Nasdaq: JRSH), where he is Chairman of the Audit Committee. Mr. Korn received his Bachelor
of Arts in Economics magna cum laude from Harvard College and his Master of Business Administration from Harvard Business School.
Mr.
DosSantos, 55, served as the Chief Financial Officer of Luzsana Biotechnology, Inc., a global pharmaceuticals company focused on co-developing
a pipeline of medicines with its parent company Jiangsu Hengrui Pharmaceuticals Co. LTD, one of the largest pharmaceutical companies
in China, from August 2021 until he joined us. Prior to that, from August 2017 to August 2021, Mr. DosSantos served as a Senior Vice
President of Finance for Celularity, Inc., a biotechnology company. From May 2014 to July 2016, Mr. DosSantos served as the Chief Financial
Officer of MYOS Corporation, a NASDAQ listed biotechnology company. From January 2011 to April 2014, Mr. DosSantos served as an Executive
Director of Finance Operations of ACTAVIS plc (now Allergan plc), a global specialty pharmaceutical company. From August 2003 to January
2011, Mr. DosSantos served in various director and manager roles with respect to corporate accounting and financial reporting at Celgene
Corporation, a global biopharmaceutical company. Mr. DosSantos has extensive experience in financial reporting, budgeting and forecasting,
accounting operations, strategic planning, capital raising and deal structuring. Mr. DosSantos received his Bachelor of Science in Accountancy
from Kean University and his Master of Business Administration from Seton Hall University.
On
May 4, 2023, the Registrant entered into executive employment agreements with Mr. Korn and Mr. DosSantos.
Mr.
Korn’s annual base salary will continue to be $250,000. At the sole discretion of the Board of Directors, the executive employment
agreement entitles Mr. Korn to a bonus based upon such executive’s performance and consistent with the Registrant’s compensation
policies. Upon termination, Mr. Korn may receive severance of up to 24 months of his salary and bonus.
Mr.
DosSantos’s annual base salary will be $250,000. At the sole discretion of the Board of Directors, the executive employment agreement
entitles Mr. DosSantos to a bonus based upon such executive’s performance and consistent with the Registrant’s compensation
policies. Upon termination, Mr. DosSantos may receive severance of up to 24 months of his salary and bonus.
Mr.
DosSantos will also receive (i) a sign-on bonus (the “Sign-On Bonus”) of restricted stock units (“RSUs”) pursuant
to which Mr. DosSantos may acquire shares of the Registrant’s common stock equal to $25,000 divided by the volume weighted average
price of the Registrant’s common stock as of May 8, 2023 (the “VWAP”), and (ii) a retention bonus (the “Retention
Bonus”) of RSUs equal to $50,000 divided by the VWAP. The Sign-On Bonus RSUs shall vest immediately upon grant. Provided that Mr.
DosSantos remains in the active employ or service of the Registrant, (i) one-half of the Retention Bonus RSUs shall vest on May 8, 2024,
and (ii) the remaining one-half of the Retention Bonus RSUs shall vest on May 8, 2025. The grants and issuances of the Sign-On Bonus
RSUs and the Retention Bonus RSUs shall be made in accordance with the Registrant’s Amended and Restated Equity Incentive Plan.
Mr.
Korn and Mr. DosSantos will be eligible to participate in benefit plans and programs generally available to other similarly-situated
employees of the Registrant.
The
effective date for these executive employment agreements is May 8, 2023. The initial term for these executive employment agreements expires
on May 8, 2025. The term of each executive employment agreement automatically renews for additional one year terms unless notice of termination
is given by either party.
There
are no family relationships between Mr. Korn, Mr. DosSantos and any director or executive officer of the Registrant. Mr. Korn and Mr.
DosSantos have no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
The
foregoing description of the appointments of Chief Strategy Officer and Chief Financial Officer and the key provisions of the executive
employment agreements and bonus does not purport to be complete and is qualified entirely by reference to the terms of the actual executive
employment agreements and Mr. DosSantos’s bonus agreement, copies of which are attached as exhibits to this Current Report on Form
8-K and incorporated herein by reference.