United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant To Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
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COHBAR, INC.
(Name of Registrant as Specified in
Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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PRELIMINARY
PROXY STATEMENT – SUBJECT TO COMPLETION
COHBAR, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of CohBar, Inc.:
The annual meeting
of stockholders of CohBar, Inc. (the “Company,” “CohBar,” “we,” “us” or “our”)
will be held on June 16, 2020, at 10:30 a.m. Pacific Time (the “Annual Meeting”). The Annual Meeting will be a completely
virtual meeting of stockholders. You will not be able to attend the Annual Meeting in person. To participate, vote or submit questions
during the Annual Meeting via live webcast, please visit http://www.virtualshareholdermeeting.com/CWBR2020.
The Annual Meeting
will be held for the following purposes:
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To elect a Board of Directors, consisting of eight
(8) members, to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified;
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2.
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To ratify the Audit Committee’s appointment of
Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020;
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3.
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To approve an amendment to the Company’s amended and restated 2011 Equity Incentive Plan
to increase the number of shares of the Company’s common stock available for grant
and issuance thereunder by 4,000,000 shares;
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4.
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To approve an amendment to the Company’s Third
Amended and Restated Certificate of Incorporation to increase the number of authorized shares
of common stock from 75,000,000 to 180,000,000; and
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5.
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To consider and act upon any other matter which may
properly come before the annual meeting or any adjournment thereof.
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Only stockholders
who held their shares at the close of business on April 24, 2020, the record date, are entitled to notice of and to vote during
the Annual Meeting or any adjournment or postponement thereof.
Whether or not
you plan to participate in the Annual Meeting, please complete, date, sign and return the enclosed proxy card, as promptly as possible
in order to ensure your vote is counted at the Annual Meeting. Alternatively, you may vote over the telephone or on the Internet
as further instructed in these materials. Please note, however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. A prepaid,
self-addressed envelope is enclosed for your convenience.
Important
Notice Regarding the Proxy Materials for the Annual Meeting on June 16, 2020 at 10:30 a.m. Pacific Time is available at http://www.virtualshareholdermeeting.com/CWBR2020.
The proxy statement
and annual report to stockholders are available at www.proxyvote.com.
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By
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Order of the Board of Directors,
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Jeffrey F. Biunno
Secretary
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Menlo Park, CA
, 2020
You
are cordially invited to participate in the meeting. Whether or not you expect to participate in the meeting, please vote over
the internet or by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction
card, as promptly as possible in order to ensure your representation at the meeting. Voting instructions are provided in the Notice
of Internet Availability of Proxy Materials, or, if you receive a proxy card by mail, the instructions are printed on your proxy
card and included in the accompanying proxy statement. Even if you have voted by proxy, you may still vote during the meeting if
you participate the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and
you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
2020 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
PRELIMINARY
PROXY STATEMENT – SUBJECT TO COMPLETION
COHBAR, INC.
1455 Adams Drive, Suite 2050
Menlo Park, CA 94025
PROXY STATEMENT
The
Board of Directors of CohBar, Inc. has made these proxy materials available to you on the Internet and has delivered these proxy
materials to you in connection with the solicitation of proxies by the Company for use at the 2020 Annual Meeting. The Annual Meeting
will be a virtual meeting, conducted via live webcast on the Internet at http://www.virtualshareholdermeeting.com/CWBR2020
on Tuesday, June 16, 2020, at 10:30 a.m. Pacific Time, or at any adjournment or postponement thereof, for the purposes stated
herein.
QUESTIONS AND
ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
We
have sent you this proxy statement and the enclosed form of proxy because our Board of Directors (sometimes referred to as the
“Board”) is soliciting your proxy to vote at the 2020 Annual Meeting (sometimes referred to as the “Annual Meeting”)
to vote on the proposals described in this proxy statement. However, you do not need to participate in the meeting to vote your
shares. Instead, you may simply complete, sign and return the enclosed proxy card.
We
intend to mail these proxy materials on or about April 24, 2020.
Participating in the Annual Meeting
We
will be hosting the Annual Meeting live via Internet webcast. You will not be able to attend the meeting in person. A summary of
the information you need to participate in the Annual Meeting online is provided below:
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Any stockholder may listen to the Annual Meeting and
participate live via webcast at http://www.virtualshareholdermeeting.com/CWBR2020. The webcast will begin at 10:30 a.m. Pacific
Time on June 16, 2020.
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Stockholders may vote and submit questions during the
Annual Meeting via live webcast.
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To enter the meeting, please have your 16-digit control
number which is available on your proxy card. If you do not have your 16-digit control number, you will be able to listen to the
meeting only, you will not be able to vote or submit questions during the meeting.
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Instructions on how to connect to and participate in
the Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.virtualshareholdermeeting.com/CWBR2020.
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Voting Rights and Outstanding Shares
Only
stockholders of record as of the close of business on April 24, 2020, the record date, are entitled to notice of and to vote at
the Annual Meeting. On the record date, shares of our common stock were issued, outstanding and entitled to vote. Each share
of our common stock that you own entitles you to one vote on all matters to be voted upon at the Annual Meeting. We do not have
cumulative voting rights for the election of directors. We will have a quorum to conduct the business of the Annual Meeting if
the holders of one third of the outstanding shares of our common stock entitled to vote are present themselves or by proxy. Abstentions
and broker non-votes (i.e., shares of common stock held by a broker, bank or other nominee that are represented at the meeting,
but that the broker, bank or other nominee is not empowered to vote on a particular proposal) will be counted in determining whether
a quorum is present at the meeting.
Can I attend the Annual Meeting
in person?
We
will be hosting the Annual Meeting via live webcast on the Internet. You will not be able to attend the Annual Meeting in
person. The webcast will start at 10:30 a.m. Pacific Time, on June 16, 2020. Stockholders may vote and submit questions while
connected to the Annual Meeting on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the
Internet at http://www.virtualshareholdermeeting.com/CWBR2020.
What do I need in order to be able
to participate in the Annual Meeting online?
You
will need the 16-digit control number included on your proxy card in order to be able to vote your shares or submit questions during
the meeting. Instructions on how to connect and participate in the Annual Meeting via the Internet, including how to demonstrate
proof of stock ownership, are posted at http://www.virtualshareholdermeeting.com/CWBR2020. If you do not have your 16-digit
control number, you will be able to listen to the meeting only, you will not be able to vote or submit questions during the meeting.
Who can vote at the Annual Meeting?
Only
stockholders of record at the close of business on April 24, 2020, will be entitled to vote at the Annual Meeting. On the record
date, there were shares of our common stock outstanding and entitled to vote.
Stockholder of Record:
Shares Registered in Your Name
If
on April 24, 2020, your shares were registered directly in your name with our transfer agent, AST Trust Company (Canada) (“AST”),
then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether
or not you plan to participate in the Annual Meeting online, we urge you to fill out and return the enclosed proxy card or vote
by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares
Registered in the Name of a Broker or Bank
If
on April 24, 2020, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other
similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record
for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding
how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder
of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
There
are four matters scheduled for a vote:
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The election of the Board of Directors, consisting
of eight (8) members, to serve until the next annual meeting of stockholders or until their successors are duly elected and
qualified;
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The ratification of the Audit Committee’s appointment
of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020;
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The approval of an amendment to the Company’s
amended and restated 2011 Equity Incentive Plan to increase the number of shares of the Company’s common stock available
for grant and issuance thereunder by 4,000,000 shares (the “Plan Amendment”);
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The approval of an amendment to the Company’s
Third Amended and Restated Certificate of Incorporation to increase the number of authorized
shares of common stock from 75,000,000 to 180,000,000 (the “Authorized Share Increase”); and
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To
consider and act upon any other matter which may properly come before the annual meeting or any adjournment thereof.
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What if another matter is properly
brought before the meeting?
The
Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters
are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance
with their best judgment.
How do I vote?
For
the election of directors, you may either vote “For” all nominees or you may “Withhold” your vote for any
nominee you specify. For approval of the ratification of the appointment of Marcum LLP as our independent registered public accounting
firm, the Plan Amendment and the Authorized Share Increase you may vote “For” or “Against” or you may abstain
from voting.
Please
note that by casting your vote by proxy you are authorizing the individuals listed on the proxy to vote your shares in accordance
with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or
any adjournments or postponements thereof.
The procedures
for voting are as follows:
Stockholder
of Record: Shares Registered in Your Name
If
you are a stockholder of record, you may vote at the Annual Meeting or vote by proxy using the enclosed proxy card. Alternatively,
you may vote by proxy either by telephone or on the Internet. Whether or not you plan to attend the meeting, we urge you to vote
by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.
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To vote by telephone, dial toll-free 1-800-690-6903
using a telephone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy
card. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 10, 2020, to be counted.
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To vote on the Internet, go to www.proxyvote.com and
follow the instructions to complete an electronic proxy card. You will be asked to provide the control number from the enclosed
proxy card. Your Internet vote must be received by 11:59 p.m. Eastern Time on June 10, 2020, to be counted.
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To vote using the proxy card, simply complete, sign,
date and return the enclosed proxy card as promptly as possible in the envelope provided. If you return your signed proxy card
to us before the Annual Meeting, we will vote your shares as you direct.
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To vote during the Annual Meeting, follow the instructions
posted at http://www.virtualshareholdermeeting.com/CWBR2020.
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Beneficial
Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If
you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting
instruction form with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction
form to your respective broker or nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over
the Internet as instructed by your broker or bank. To vote at the Annual Meeting, you must obtain a valid proxy from your broker,
bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker
or bank to request a proxy form.
Internet
proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness
of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such
as usage charges from Internet access providers and telephone companies.
How many votes
do I have?
On
each matter to be voted upon, you have one vote for each share of common stock you own as of April 24, 2020.
What if I return a proxy card or
otherwise vote but do not make specific choices?
If
you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable,
“For” Proposal No. 1, the election of all nominees for Director, “For” Proposal No. 2, to ratify the appointment
of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, “For”
Proposal No. 3, to approve the Plan Amendment, and “For” Proposal No. 4, to approve the Authorized Share Increase.
If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy) will vote
your shares using his or her best judgment.
Who is paying for this proxy solicitation?
The
cost of soliciting proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as
the cost of forwarding such material to beneficial owners of our common stock, will be borne by us. Our Directors, officers and
regular employees may, without compensation other than their regular remuneration, solicit proxies personally or by telephone.
What does it mean if I receive more
than one set of proxy materials?
If
you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts.
Please follow the voting instructions on each proxy card in the proxy materials to ensure that all of your shares are voted.
What does it mean if multiple members
of my household are stockholders, but we only received one set of proxy materials in the mail?
The SEC has adopted
rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials
with respect to two or more stockholders sharing the same address by delivering a single notice or set of proxy materials addressed
to those stockholders, unless an affected stockholder has provided contrary instructions. This practice, known as “householding,”
helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment.
Once you have elected
householding of your communications, householding will continue until you are notified otherwise or until you revoke your consent,
which may be done at any time by contacting your bank or broker, or, if you are a registered holder, by contacting the corporate
Secretary. Additionally, upon request, we will promptly deliver a separate copy of the proxy materials to any stockholder at a
shared address to which a single copy was delivered. To receive a separate copy of the proxy materials, you may reach our Secretary
by writing to CohBar, Inc., 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025.
Can I change my vote after submitting
my proxy?
Stockholder
of Record: Shares Registered in Your Name
Yes.
You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares,
you may revoke your proxy in any one of the following ways:
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You may submit another properly completed proxy card
with a later date.
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You may grant a subsequent proxy by telephone or through
the Internet.
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You may send a timely written notice that you are revoking
your proxy to our Secretary at 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025. To be timely, a written notice revoking your
proxy must be received by June 16, 2020.
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You may vote during the Annual Meeting, which will
be hosted via the Internet.
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Your
most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial
Owner: Shares Registered in the Name of Broker or Bank
If
your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or
bank.
When are stockholder proposals and
director nominations due for the 2021 Annual Meeting of Stockholders?
To
be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by February 19, 2021,
to the attention of our Secretary at CohBar, Inc., 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025. Nothing in this paragraph
shall be deemed to require us to include in our proxy statement and proxy card for such meeting any stockholder proposal which
does not meet the requirements of the Securities and Exchange Commission (“SEC’) in effect at the time. Any such proposal
will be subject to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If you
wish to submit a proposal (including a director nomination) at the 2021 Annual Meeting of Stockholders that is not to be otherwise
included in next year’s proxy materials, your written request must be received by our Secretary between February 19, 2021
and March 21, 2021. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder
proposals and director nominations.
What happens when an entity holds
my shares?
If
your shares are held by your broker, bank or other agent as your nominee (that is, in “street name”), that nominee
will provide you with a voting instruction form. Please follow the instructions included on that form regarding how to instruct
your broker, bank or other agent to vote your shares. Brokers and nominees can use their
discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but
not with respect to “non-routine” matters. Under the rules and interpretations of various national and regional
securities exchanges, “non-routine” matters are matters that may substantially affect the rights or privileges
of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation
(including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation),
and certain corporate governance proposals, even if management-supported. Approval of an increase in authorized shares, ratification
of the appointment of auditors and adjournment of the meeting are considered “routine” matters. Accordingly, your broker
or nominee may not vote your shares on the election of the nominees for director or approval of the Plan Amendment without your
instructions, but may vote your shares on the ratification of the appointment of Marcum LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2020 and the Authorized Share Increase without your instructions.
On non-routine items for which you do not give instructions to your broker, bank or other agent, which include the election of
directors and the approval of the Plan Amendment, the shares will be treated as “broker non-votes.”
How many votes are needed to approve
each proposal?
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The eight 8 nominees receiving the most “For”
votes from the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of
directors will be elected. Only votes “For” or “Withheld” will affect the outcome. Abstentions and broker
non-votes will be counted for quorum purposes, but will not be considered votes cast and will not affect the outcome.
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The ratification of the appointment of Marcum LLP as
our independent registered public accounting firm for the fiscal year ending December 31, 2020, will be approved if a majority
of votes cast by holders of shares present at the Annual Meeting or represented by proxy and entitled to vote are voted “For”
the proposal. If you “Abstain” from voting, it will have the same effect as
an “Against” vote. No broker non-votes are expected to exist with respect to his proposal.
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The approval of the Plan Amendment must
receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled
to vote on such matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.
Broker non-votes will have no effect.
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The approval of the Authorized Share Increase must
receive “For” votes from the holders of the majority of the outstanding shares of our common stock. If you “Abstain”
from voting, it will have the same effect as an “Against” vote. No broker non-votes are expected to exist with respect
to his proposal.
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What is the quorum requirement?
A
quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding one-third of the
outstanding shares entitled to vote are present at the meeting or represented by proxy. On the record date, there were shares
outstanding and entitled to vote. Thus, the holders of at least shares must be present or represented by proxy at the meeting
to have a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.
If there is no quorum, the meeting may be adjourned to a later date.
How will the proxies vote on any
other business brought up at the meeting?
By submitting
your proxy card, you authorize the proxies to use their judgment to determine how to vote on any other matter brought before the
meeting. We do not know of any other business to be considered at the meeting.
The proxies’
authority to vote according to their judgment applies only to shares you own as the stockholder of record.
How can I find out the results of
the voting at the Annual Meeting?
Preliminary
voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report
on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available
to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K
to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K
to publish the final results.
What proxy materials are available
on the Internet?
The
proxy statement and annual report to stockholders are available at http://www.virtualshareholdermeeting.com/CWBR2020.
How can I communicate with CohBar’s
Board of Directors?
Stockholders
may communicate with our Board of Directors by sending a letter addressed to the Board of Directors, all independent directors
or specified individual directors to: CohBar, Inc., c/o Corporate Secretary at 1455 Adams Drive, Menlo Park, California
94025. All communications will be compiled by the Secretary and submitted to the Board of Directors or the specified directors
on a periodic basis.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
According to our Bylaws,
our Board shall be comprised of such number of directors, not less than one (1), as may be established by the Board from time to
time. The Board has fixed the authorized number of our directors at eight (8). After years of service, John Amatruda and Philippe
Calais are not standing for reelection.
At our annual meeting,
our stockholders will elect a board consisting of eight (8) directors to serve until our 2021 annual meeting or until their
respective successors are elected and qualified. Our Board has nominated the individuals listed below to serve on our Board. All
of the nominees are currently members of our Board. If any nominee is unable or unwilling to serve as a director at the time of
the annual meeting, our Board may provide for a lesser number of directors or designate a substitute. If our Board designates a
substitute, the proxy holders will have the discretionary authority to vote for the substitute. Proxies may not be voted for more
than eight (8) nominees.
Our Board unanimously recommends that you vote FOR each of
the following nominees for election as director:
Jon
L. Stern, 65, served in senior
strategic roles with our Company from August 2012 until he was named our chief executive officer in October 2013. He was also appointed
to our board of directors in May 2014. In March 2016, Mr. Stern assumed the role of chief operating officer. From 2009 to 2011,
Mr. Stern was an active investor in information technology, media and real estate projects and companies. From 2006 to
2008, Mr. Stern served as executive vice president of Integrated China Media, a Guangzhou, China-based provider of digital
entertainment content. From 2003 to 2008, Mr. Stern was a partner in Pacific Arts Group, a publisher of Chinese Contemporary
Fine Art. Mr. Stern founded Digital Sparx in 1999, a distributor of digital entertainment content to movie-goers and served
as president and chief executive officer of that company until 2002. In 1986 Mr. Stern founded Cine Coasters, Inc., a developer
of sports stadium and movie theatre products, and served as its chief executive officer until its sale to a division of Liberty
Media in 1998. Mr. Stern holds an MBA from the Marshall School of Business at the University of Southern California and a
B.S. in Business Administration from The University of California, Berkeley. Our board of directors believes that Mr. Stern’s
substantial experience as an entrepreneur and senior executive of growth stage companies as well as established businesses and
his familiarity as an executive officer of our Company with the day-to-day operations of our business make him a valuable contributor
to our board of directors.
Albion
J. Fitzgerald, 71, has served
as a member of our board of directors since May 2014 and was appointed as chairman in July 2014. Mr. Fitzgerald previously
served as chief executive officer and chairman of the board of directors of ManageIQ, Inc., a provider of global cloud IT systems
management solutions. Mr. Fitzgerald was appointed as a director of ManageIQ in 2007, and served as strategic consultant to
the Company from 2007 until April 2012, and as chief executive officer and chairman of the board of directors from April 2012 until
its acquisition by Red Hat, Inc. in December 2012. In 1992 Mr. Fitzgerald co-founded Novadigm, Inc. (NASDAQ: NVDM), an international
provider of IT systems management solutions to Fortune 500 companies and government agencies with customers in 26 countries, where
he invented a cybernetic genome translated from biological models for the autonomic management of global-scale IT networks. He
served as its chairman and chief technology officer from 1992 and chief executive officer from 1995 until its acquisition by Hewlett
Packard in 2004. Prior to Novadigm, Mr. Fitzgerald founded and served as chief executive officer of Telemetrix, Inc., a provider
of enterprise IT systems and network management solutions to Fortune 500 companies. From 1980 to 1989, Mr. Fitzgerald was
a strategic technology consultant to New York University responsible for architecting, building and managing the university’s
computer center and campus-wide multi-media network. Mr. Fitzgerald began his technology career at IBM in 1966. Our board
of directors believes that Mr. Fitzgerald’s extensive experience in founding, funding and building emerging technology
companies, the depth of his technology and business expertise, and his relevant experience as a director and officer of a publicly-traded
enterprise software company make him a valuable contributor to our board of directors.
Dr. Nir
Barzilai, 64, co-founded our Company in 2007 and has served as a member of our board of directors since
our conversion to a Delaware corporation in 2009. Dr. Barzilai is the director of the Institute for Aging Research at the
Albert Einstein College of Medicine of Yeshiva University, where he also holds the Ingeborg and Ira Leon Rennert Chair of Aging
Research, is a professor in the Departments of Medicine and Genetics and a member of the Diabetes Research Center. Dr. Barzilai
is also director of the Paul F. Glenn Center for the Biology of Human Aging Research and of the National Institutes of Health’s
(NIH) Nathan Shock Centers of Excellence in the Basic Biology of Aging. Dr. Barzilai has received numerous awards, including
the Beeson Fellow for Aging Research, the Ellison Medical Foundation Senior Scholar in Aging Award, the Paul F. Glenn Foundation
Award, the NIA Nathan Shock Award, the 2010 Irving S. Wright Award of Distinction in Aging Research and the AFAR Wright Award.
Dr. Barzilai’s leadership in gerontology research and his experience overseeing numerous research programs related to
diseases of aging and mitochondrial biology makes him an important contributor to our board of directors.
Dr. Pinchas
Cohen, 62, co-founded our
Company in 2007 and has served as a member of our board of directors since our conversion to a Delaware corporation in 2009. He
served as our President from 2009 until 2013. Since April 2012, Dr. Cohen has served as dean of the Davis School of Gerontology
at the University of Southern California. He holds the William and Sylvia Kugel Dean’s Chair in Gerontology and acts as executive
director of the Ethel Percy Andrus Gerontology Center. Dr. Cohen was affiliated with the University of California, Los Angeles
School of Medicine, where he was a member of the faculty until 2012. At the UCLA Mattel Children’s Hospital Dr. Cohen
served as director of endocrine/diabetes research and training (from 1999 until 2012), chief of endocrinology and diabetes (from
2001 until 2012) and as vice chair of research (from 2011 until 2012). Dr. Cohen was also co-director of the UCSD-UCLA Diabetes
and Endocrinology Research Center from 2007 until 2012. Dr. Cohen has received several awards for his work in the field of
aging and the discovery of mitochondrial-derived peptides, including a National Institute of Aging EUREKA Award, the National Institutes
of Health Director’s Transformative Research Award and the Glenn Award for Research in Biological Mechanisms of Aging and
the AFAR Wright Award. He serves on the boards of several professional journals and societies, including the American Federation
for Aging Research and the Growth Hormone Research Society. Our board of directors believes that Dr. Cohen’s leadership
in gerontology research and his experience overseeing numerous research programs related to diseases of aging and mitochondrial
biology makes him an important contributor to our board of directors.
Dr.
Phyllis Gardner, 69, joined our Board in February 2019. Dr. Gardner has over 35 years of experience in the medical industry
and academia. Dr. Gardner is currently a tenured professor at the School of Medicine at Stanford University, where she has served
in various positions since 1984, and is a member of the board of directors of the Harvard Medical School of Fellows and Advisory
Council on Education. Dr. Gardner has served as a director of Revance Therapeutics, Inc. (NASDAQ: RVNC), a biotechnology company,
since December 2008, and previously served on the board of directors of Corium International, Inc., a biopharmaceutical company
formerly listed on NASDAQ, from November 2007 to November 2018. From September 2014 to September 2015, Dr. Gardner served as a
director of Parnell Pharmaceuticals Holdings Ltd. (OTCMKTS: PARNF). From 1999 to 2014, Dr. Gardner served as an adjunct partner,
then partner at Essex Woodlands Health Ventures, a healthcare growth equity and venture capital firm. She also served as an independent
director of various biopharmaceutical companies from 1998 to 2005. From 1994 to 1998, Dr. Gardner served as strategist and then
vice president of research and head of the technology institute of Alza Corporation. Dr. Gardner’s research has centered
on cardiac arrhythmias, ion channel biophysiology, cell biology, cystic fibrosis pathogenesis, gene therapy and diagnosis, and
her clinical work has concentrated on medicine and cardiology. Dr. Gardner received her bachelor’s degree in biology from
the University of Illinois and her M.D. from Harvard Medical School. Dr. Gardner’s industry and private equity experience,
together with her experience serving on other healthcare companies’ boards, make her an important contributor to our Board.
Steven
Engle, 65, joined CohBar as Chief Executive Officer in May 2019 and was appointed to our Board in July 2019. From September
2011 until May 2019, he served as the Chief Executive Officer of Averigon Consulting, an advisory firm providing business development,
fundraising, operational and consultancy services to life science companies. From August 2007 to August 2011, Mr. Engle was Chairman,
Chief Executive Officer and President of XOMA Corporation (NASDAQ: XOMA), a publicly-traded biotechnology company. Previously,
he held multiple executive management roles at La Jolla Pharmaceutical Company (NASDAQ: LJPC), a publicly-traded biotechnology
company, including serving as Chairman and Chief Executive Officer from 1997 to 2006, President and Chief Executive Officer from
1995 to 1997, and Executive Vice President and Chief Operating Officer from 1993 to 1994. Mr. Engle currently serves as Chairman
of the board of directors of Prescient Therapeutics (ASX: PTX), and as a member of the board of directors at various private companies.
Mr. Engle received his B.S. in Electrical Engineering and his M.S. in Electrical Engineering from the University of Texas, Austin.
Mr. Engle’s industry experience, together with his experience serving on other companies’ boards, make him an important
contributor to our Board.
David
Greenwood, 68, joined our Board in April 2019. Mr. Greenwood served on the board of directors of Corium International,
Inc. (“Corium”), a commercial biopharmaceutical company, from December 2010 to November 2018. He also served as
chairman of Corium’s board of directors from December 2014 to November 2018, as the executive chairman of its board of directors
from June 2012 to December 2014. He is the former president, chief executive officer, chief financial officer and director
of Geron Corporation, a biotechnology company in the fields of regenerative medicine and cancer, where he worked from 1995 until
December 2011. He was previously chairman of the board of directors of Geron’s wholly-owned subsidiary, Geron Bio-Med
Limited, chairman of the board of directors of Geron’s majority-owned subsidiary, TA Therapeutics, Ltd., and on the
board of directors of ViaGen, Inc., Clone International and Parnell Pharmaceuticals Holdings Ltd. He also served on the
Board of Regents for Pacific Lutheran University. From 1979 to 1995, Mr. Greenwood held various positions with J.P. Morgan
Chase & Co., an international banking firm. Mr. Greenwood received his bachelor’s degree from Pacific Lutheran
University and his M.B.A. from Harvard Business School. Our Board believes that Mr. Greenwood’s financial and
business expertise in the biopharmaceutical industry qualify him to serve as a member of our Board.
Misha
Petkevich, 71, joined our Board in October 2019. Mr. Petkevich has more than 30 years of financial and investment experience in
biotechnology and investment banking. Since 2015, Mr. Petkevich has been the Chief Investment Officer of V2M Capital, an investment
firm funding life science companies. He currently serves on the board of directors of HingeBio, Inc., a biotechnology company developing
bispecific and multispecific antibodies. In 2005, he co-founded BladeRock Capital, LLC, an investment firm specializing in
life science companies. Prior to founding BladeRock Capital, Mr. Petkevich founded The Petkevich Group, a biotechnology advisory
firm, where he was Chairman and Chief Executive Officer from 1998 to 2005. Between 1989 and 1998, Mr. Petkevich served as Managing
Director, as well as Head of Healthcare and Investment Banking at Robertson Stephens & Co. Mr. Petkevich began his career
at Hambrecht & Quist, an investment bank, where he served as a Principal, Head of Healthcare Banking and as a biotechnology
analyst covering Genentech, Chiron and others. Mr. Petkevich received his bachelor’s degree from Harvard University
and his DPhil from the University of Oxford. Mr.
Petkevich’s industry, investment and financial advisory experience make him an important contributor to our Board.
No family relationships exist among any
of the directors or executive officers. No arrangement or understanding exists between any director or executive officer and any
other person pursuant to which any director was selected as a director or executive officer of CohBar.
INFORMATION CONCERNING
THE BOARD OF DIRECTORS
Our Board oversees
our overall performance on behalf of our stockholders. Members of our Board stay informed of our business through discussions with
our Chief Executive Officer (“CEO”) and other members of our executive team, by reviewing materials provided to them,
and by participating in regularly scheduled Board and committee meetings.
Corporate Governance
Our Board is elected
by our stockholders to govern the Company’s business and affairs. Our Board selects our senior management team, which is
charged with conducting our business. Having selected our senior management team, our Board acts as an advisor to senior management,
monitors their performance, and provides input on the Company’s strategies, financial objectives and operating plans.
Our Board has determined
that each of our current non-employee directors qualify as an “independent director” under the applicable rules of
the SEC and the Nasdaq Capital Market, and that each such person is free of any relationship that would interfere with the individual
exercise of independent judgment.
Our Board is responsible
for the orientation and education of new members of the Board and all new directors are provided with copies of our policies. Prior
to joining the Board, each new director will meet with our Chairman and CEO. Our Chairman and CEO are responsible for outlining
our business and prospects, both positive and negative, with a view to ensuring that the new director is properly informed to commence
his or her duties as a director. Each new director is also given the opportunity to meet with our auditors and counsel. As part
of its annual self-assessment process, our Board determines whether any additional education and training is required for Board
members. Currently, our Governance and Nominating Committee is responsible for annually evaluating and reporting to our Board on
the performance and effectiveness of the Board as a whole and its committees.
Our Board met five
times in 2019, and all of our directors attended the meetings. All directors also attended our 2019 annual meeting of stockholders.
In addition, our Board maintained oversight of the Company’s business and operations through frequent review, consideration
and discussion of matters affecting the Company outside of formal board meetings and acted by unanimous written consent to approve
corporate actions on several occasions during 2019. Currently, we do not have a policy requiring our Board members’ attendance
at the annual meetings of our stockholders.
Committees of the Board
Our Board currently
has four standing committees: an Audit Committee, a Compensation Committee, a Governance and Nominating Committee and a Scientific
Committee. Each committee is governed by a written charter that may be amended by our Board at any time. The full text of each
committee charter is available on our website located at www.cohbar.com or in print to any interested party who requests it. Requests
should be sent to the Company Secretary at the address provided on page 1 of this proxy statement.
The Audit Committee
Our Audit Committee,
which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, currently consists of David Greenwood, Albion
J. Fitzgerald, and Misha Petkevich. Mr. Greenwood currently serves as the chairperson of the Audit Committee.
Our Board evaluated
the independence and qualification of our current directors to serve on our Audit Committee based on applicable rules of the SEC
and the Nasdaq Capital Market, and determined that Messrs. Greenwood, Fitzgerald, and Petkevich are each independent as defined
by the standards applicable to audit committee members. Our board of directors has also determined that each of the committee members
meets the requirements of financial literacy under SEC rules and the requirements of the Nasdaq Capital Market, and that Mr. Greenwood
meets the requirements for designation as an “audit committee financial expert,” as defined under SEC rules.
Each member of our
Audit Committee has experience and/or an educational background that is relevant to the performance of his duties as an Audit Committee
member. Mr. Fitzgerald has gained experience relevant to performance of his Audit Committee duties in high level executive roles,
including service as director and chief executive officer of both private and publicly-traded enterprise software companies. Mr.
Petkevich has experience relevant to his role on the audit committee based on his service on the board of directors of a number
of biotechnology companies and his career as a pharmaceutical executive.
In fulfilling the duties outlined in its
charter, the Audit Committee, among other things, is responsible for:
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selecting and hiring our independent registered public accountants, and approving the audit and non-audit services to be performed by such firm;
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evaluating the qualifications, performance and independence of our independent registered public accountants;
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
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reviewing the adequacy and effectiveness of our internal control policies and procedures;
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discussing the scope and results of the audit and interim reviews as well as operating results with management and the independent registered public accountants;
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preparing the audit committee report that the SEC requires in our annual proxy statement; and
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reviewing the fees paid by us to our independent registered public accountants in respect of audit and non-audit services on an annual basis.
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Our Audit Committee
met six times during 2019, and all of the then-serving members of the Audit Committee attended each of those meetings. A copy of
the full text of the Audit Committee Charter can be found on our website at www.cohbar.com.
The Compensation Committee
Our Compensation Committee
is currently comprised of three independent directors, Mr. Fitzgerald, Mr. Greenwood and Dr. Cohen. Mr. Fitzgerald currently serves
as the chairperson of the Compensation Committee. In fulfilling the duties outlined in its charter, the Compensation Committee,
among other things, is responsible for:
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reviewing and approving compensation of our executive officers, including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change in control arrangements, and any other benefits, compensations or arrangements;
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reviewing and recommending compensation goals, bonus and stock compensation criteria for our employees;
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preparing the compensation committee report as may be required by the SEC to be included in our annual proxy statement; and
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administering, reviewing and making recommendations with respect to our equity compensation plans.
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Our Compensation Committee
met three times during 2019, and all of the then-serving members attended the meeting. A copy of the full text of the Compensation
Committee Charter can be found on our website at www.cohbar.com.
The Governance and Nominating Committee
Our Governance and
Nominating Committee is currently comprised of three independent directors, Mr. Fitzgerald, Dr. Barzilai and Dr. Gardner. Dr. Gardner
currently serves as the chairperson of the Governance and Nominating Committee. In fulfilling the duties outlined in its charter,
the Governance and Nominating Committee, among other things, is responsible for:
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assisting our board of directors in identifying, interviewing and recruiting prospective director nominees;
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recommending director nominees;
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establishing and reviewing on an annual basis a process for identifying and evaluating nominees for our board of directors;
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annually evaluating and reporting to our board of directors on the performance and effectiveness of the board of directors;
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recommending members for each board committee of our board of directors; and
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annually presenting a list of individuals recommended for nomination for election to our board of directors at the annual meeting of our stockholders.
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The Governance and
Nominating Committee will consider recommendations for directorships submitted by stockholders. Stockholders who wish the Governance
and Nominating Committee to consider their directorship recommendations should submit their recommendations in writing to CohBar,
Inc., 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025, Attn: Chairman of Governance and Nominating Committee. Recommendations
by stockholders that are made in accordance with these procedures will receive the same consideration given to nominations made
by the Governance and Nominating Committee.
Nominees may be suggested
by directors, members of management, stockholders or, in some cases, by a third party firm. In identifying and considering candidates
for nomination to the Board, the Governance and Nominating Committee considers a candidate’s quality of experience, the needs
of the Company and the range of talent and experience represented on its Board. In evaluating particular candidates, the committee
will review the nominee’s personal and professional integrity, judgment, experience, and ability to serve the long-term interest
of the stockholders. The committee will also take into account the ability of a director to devote the time and effort necessary
to fulfill his or her responsibilities. The committee considers matters of diversity, including gender, race and national origin,
education, professional experience and differences in viewpoints and skills. While the Governance and Nominating Committee does
not have a formal policy with respect to diversity, both the Board and the committee believe that it is essential that Board members
represent a diverse range of experience, expertise and viewpoints.
Our Governance and
Nominating Committee met two times during 2019.
A full copy of the
Governance and Nominating Committee Charter can be found on our website at www.cohbar.com.
Communication with Directors
All stockholders may
send correspondence to our Board or to any individual director at the following address: CohBar, Inc., 1455 Adams Drive, Suite
2050, Menlo Park, CA, 94025.
Historically,
we have not provided a formal process related to stockholder communications with the Board of Directors. Nevertheless, every effort
has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable,
and that appropriate responses are provided to stockholders in a timely manner. We believe our responsiveness to stockholder communications
to the Board of Directors has been excellent. Nevertheless, the Governance and Nominating Committee will consider from time to
time the adoption of a formal process for stockholder communications with the Board of Directors and, if adopted, publish it promptly
and post it to our website.
Your communications
should indicate that you are a stockholder of CohBar. Depending on the subject matter, we will either forward the communication
to the director or directors to whom it is addressed, attempt to handle the inquiry directly, or not forward the communication
if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. Correspondence marked confidential
will not be opened prior to forwarding to the Board or any individual director.
Code of Ethics and Business Conduct
The board of directors
encourages and promotes a culture of ethical business conduct through communication and supervision as part of their overall stewardship
responsibility. Our board of directors adopted a code of ethics and business conduct applicable to all of our employees, including
our executive officers and directors, and those employees responsible for financial reporting. Our code of ethics and business
conduct establishes procedures that allow our directors, officers and employees to confidentially submit their concerns regarding
questionable ethical, moral, accounting or auditing matters, without fear of retaliation. The code of business conduct and ethics
is available on our website at www.cohbar.com. We expect that, to the extent required by law, any amendments to the code, or any
waivers of its requirements, will be disclosed on our website and in mandatory filings.
Policies and Procedures for Related Person Transactions
Our board of directors
has adopted a written policy stating that our executive officers, directors, nominees for election as a director, beneficial owners
of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not
permitted to enter into a related person transaction with us without the prior consent of the independent members of our board
of directors. Under this policy, any request for us to enter into a transaction with an executive officer, director, nominee for
election as a director, beneficial owner of more than 5% of our common stock or any member of the immediate family of any of the
foregoing persons, in which the amount involved exceeds $120,000 and pursuant to which such person would have a direct or indirect
interest must first be presented to the independent members of our board of directors for review, consideration and approval. In
approving or rejecting any such proposal, the independent members of our board of directors are to consider the material facts
of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available
to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in
the transaction.
Certain Relationships and Transactions with Related Persons
In addition to the compensation arrangements
discussed below in the sections entitled “Employment Agreements”, the following is a description of each transaction
since January 1, 2019 and each currently proposed transaction in which:
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we have been or are to be a participant;
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the amount involved exceeded or exceeds the lesser of (i) $120,000 or (ii) one percent of the average of our total assets as of the fiscal years ended December 31, 2019 and 2018; and
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any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals had or will have a direct or indirect material interest.
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Indemnification
Agreements
Our
Third Amended and Restated Certificate of Incorporation contains provisions limiting the liability of directors, and our Amended
and Restated Bylaws, as amended, provide that we will indemnify each of our directors and officers, and may indemnify our employees
and other agents, to the fullest extent permitted under Delaware law. In addition, we have entered into an indemnification agreement
with each of our directors and our executive officers.
Anti-Pledging and Anti-Hedging Policies
Our directors and
executive officers may not pledge CohBar stock as collateral. We also prohibit all directors and executive officers from purchasing
any instrument designed to offset a decrease in the value of CohBar stock owned by the person, regardless of how the person acquired
his or her CohBar stock.
Board Role in Risk Oversight
While risk management
is primarily the responsibility of our management team, our Board is responsible for overall supervision of risk management efforts
as they relate to the key business risks we face. Management identifies, assesses, and manages the risks most critical to
our operations and routinely advises our Board regarding those matters. Areas of material risk may include operational, financial,
legal and regulatory, human capital, information technology and cybersecurity, natural disasters and pandemics and strategic and
reputational risks. Our Audit Committee has the responsibility to consider and discuss our
major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines
and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance
with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Governance
and Nominating Committee monitors the effectiveness of our corporate governance policies, including whether they are successful
in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our
compensation policies and programs has the potential to encourage excessive risk-taking. Our Board’s role in risk
oversight is consistent with our leadership structure, with senior management having responsibility for assessing and managing
risk exposure, and our Board and its committees providing oversight as necessary in connection with those efforts.
Board Leadership Structure
Our Board of Directors
has flexibility to determine whether the offices of the Chairperson of the Board and Chief Executive Officer should be separate.
The Board of Directors, in consultation with our Governance and Nominating Committee, believes that it should have the flexibility
to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership
for the Company. Our Governance and Nominating Committee will periodically consider the Board’s leadership structure and
make recommendations to change the structure as it deems appropriate. Currently, Mr. Fitzgerald serves as Chairman of the Board.
The Board of Directors believes that this leadership structure, with Mr. Fitzgerald serving as the Chairman and Mr. Engle serving
as Chief Executive Officer, is appropriate at this time because it enables the Board, as a whole, to engage in oversight of management,
promote communication and collaboration between management and the Board, and oversee governance matters, while allowing our Chief
Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)
of the Exchange Act requires our directors and executive officers, as well as persons who own more than 10% of our outstanding
common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of shares
of our common stock. Based solely on a review of copies of such forms furnished to us and written representations from our executive
officers, directors and 10% stockholders, we believe that all Section 16(a) filing requirements applicable to CohBar were timely
made with respect to the fiscal year ended December 31, 2019.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth information regarding beneficial ownership of our common stock as of April 13, 2020, the most recent practicable date
for computing beneficial ownership, by:
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each of our named executive officers;
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each of our directors;
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; and
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all of our directors and executive officers as a group.
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We have determined
beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities
to persons who possess sole or shared voting or investment power with respect to those securities. Unless otherwise indicated,
the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially
owned by them, subject to applicable community property laws.
Applicable percentage
ownership is based on 48,789,346 shares of our common stock issued and outstanding as of April 13, 2020. The number of shares of
common stock used to calculate the percentage ownership of each listed person includes the shares of common stock underlying options
and warrants held by such persons that are currently exercisable or convertible or will be exercisable or convertible within 60
days of April 13, 2020. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership
of any other person.
Name and Address of Beneficial Owner (1)
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Number of
Shares
Beneficially
Owned
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Percentage of
Shares
Beneficially
Owned
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Pinchas Cohen
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5,449,703
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12.63
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%
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Nir Barzilai(2)
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5,078,516
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11.77
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%
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Jon L. Stern(3)
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2,081,802
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4.66
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%
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Jeffrey F. Biunno(4)
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400,835
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*
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Albion Fitzgerald(5)
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2,721,334
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6.19
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%
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Kenneth C. Cundy(6)
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1,359,583
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3.06
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%
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John Amatruda(7)
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1,067,968
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2.47
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%
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Philippe Calais(8)
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221,000
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*
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Phyllis Gardner(9)
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66,667
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*
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David Greenwood(10)
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54,167
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*
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Steven Engle(11)
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375,000
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*
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Misha Petkevich(12)
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33,333
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*
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Directors and executive officers as a group (12 people)
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18,909,908
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39.35
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%
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(1)
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The address for each director and executive officer is c/o CohBar, Inc., 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025.
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(2)
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Shares beneficially owned includes 17,000 shares of common stock subject to currently exercisable warrants.
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(3)
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Shares beneficially owned includes: (i) 603,245 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020, (ii) 892,075 shares of common stock subject to currently exercisable warrants, and (iii) 20,500 shares of common stock held in an account of Mr. Stern’s daughter, who is financially dependent. Mr. Stern’s daughter has sole voting and investment power over the shares of common stock held in her account.
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(4)
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Shares beneficially owned includes (i) 388,335 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020, (ii) 1,500 shares of common stock subject to currently exercisable warrants, and (iii) 1,000 shares of common stock held in an account of Mr. Biunno’s daughter. Mr. Biunno’s daughter has shared voting and investment power over the shares of common stock held in her account.
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(5)
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Shares beneficially owned includes (i) 241,667 shares of common stock subject to currently exercisable warrants, (ii) 550,000 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020, (iii) 500,000 shares held by Mr. Fitzgerald’s spouse and (iv) 500,000 shares held in a trust account over which Mr. Fitzgerald’s spouse has sole voting and dispositive authority.
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(6)
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Shares beneficially owned includes 1,359,583 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
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(7)
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Shares beneficially owned includes 125,000 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
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(8)
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Shares beneficially owned includes 221,000 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
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(9)
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Shares beneficially owned includes 66,667 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
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(10)
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Shares beneficially owned includes 54,167 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
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(11)
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Shares beneficially owned includes 375,000 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
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(12)
|
Shares beneficially owned includes 33,333 shares of common stock subject to stock options exercisable within 60 days of April 13, 2020.
|
|
|
*
|
less than 1.0%
|
EXECUTIVE OFFICERS
The following table
identifies our executive officers as of the date of this proxy statement, the positions they hold and the year in which they began
serving as officers of CohBar. Our Board elects all of our executive officers, who hold office until their respective successors
are elected and qualified.
Name
|
|
Age
|
|
Current Position(s) with CohBar
|
|
Officer
Since
|
Steven B. Engle
|
|
65
|
|
Chief Executive Officer, Director
|
|
2019
|
|
|
|
|
|
|
|
Jeffrey F. Biunno
|
|
53
|
|
Chief Financial Officer, Secretary and Treasurer
|
|
2013
|
|
|
|
|
|
|
|
Jon L. Stern
|
|
65
|
|
Chief Operating Officer, Director
|
|
2013
|
|
|
|
|
|
|
|
Kenneth C. Cundy
|
|
61
|
|
Chief Scientific Officer
|
|
2014
|
|
(1)
|
Dr.
Calais was engaged as the Company’s Interim Chief Executive Officer from December 7, 2018 to May 15, 2019.
|
For information on
Steven Engle and Jon Stern’s business background, see “Nominees” under “Election of Directors” above.
Jeffrey
F. Biunno joined our Company in October
2013 as Chief Financial Officer and was appointed secretary and treasurer in September 2014. Prior to joining CohBar, Mr. Biunno
served as chief financial officer, secretary and treasurer of ManageIQ, Inc., a provider of global cloud IT systems management
solutions, from March 2012 until its acquisition by Red Hat, Inc. in December 2012. From February 2009 until March 2012 Mr. Biunno
served as vice president and worldwide controller of Dialogic Inc., a provider of mobile telecommunications network software and
hardware enterprise solutions then listed on Nasdaq. Mr. Biunno founded Scalable Financial Solutions, LLC, a financial consulting
firm, and operated it from March 2008 to January 2009. From February 2005 to March 2008, Mr. Biunno worked at Geller &
Company, a financial services consulting firm. From 1997 to 2004, Mr. Biunno served as vice president and corporate controller
of Novadigm, Inc. (NASDAQ: NVDM), an international provider of IT systems management solutions to Fortune 500 companies and government
agencies. Mr. Biunno received a B.S. in accounting and an MBA in finance from Montclair State University. Mr. Biunno
is a certified public accountant and a chartered global management accountant.
Kenneth
C. Cundy joined
our Company as Chief Scientific Officer in November 2014. From December 2012 to November, 2014, Dr. Cundy served as the chief
scientific officer for XenoPort, Inc., a biopharmaceutical company focused on the development of product candidates for the potential
treatment of neurological disorders. He served XenoPort, Inc. as senior vice president of preclinical and clinical sciences from
2011 to 2012, as its vice president of preclinical development from 2004 to 2011, and as its vice president of biopharmaceutics
from 2000 to 2004. From 1992 to 2000, Dr. Cundy was senior director of biopharmaceutics at Gilead Sciences, Inc. Prior to Gilead
Sciences, from 1988 to 1992 Dr. Cundy was principal research investigator at Sterling Drug, a pharmaceutical division of Eastman
Kodak Company. He received a B.S. in pharmacy from the University of Manchester and was registered as a pharmacist in the UK. He
received a Ph.D. in pharmaceutical sciences from the University of Kentucky and postdoctoral training in biochemistry at the University
of California, Berkeley.
EXECUTIVE OFFICER COMPENSATION
In this section of
the proxy statement we identify the material elements of our compensation programs for all of our executive officers, including
an overview of our executive compensation philosophy and the processes and methodology we use in making executive pay decisions.
We currently have four executive officers: our Chief Financial Officer, Chief Financial Officer, Chief Operating Officer and Chief
Scientific Officer. Additionally, Dr. Calais served as our Interim Chief Executive Officer during 2019. These executives comprise
our “Named Executive Officers” (NEOs) for purposes of applicable SEC disclosure regulations. Our NEOs are as follows:
Name
|
|
Current Position(s) with CohBar
|
|
|
|
Steven B. Engle
|
|
Chief Executive Officer, Director
|
|
|
|
Philippe Calais(1)
|
|
Interim Chief Executive Officer, Director
|
|
|
|
Jeffrey F. Biunno
|
|
Chief Financial Officer, Secretary and Treasurer
|
|
|
|
Jon L. Stern
|
|
Chief Operating Officer, Director
|
|
|
|
Kenneth C. Cundy
|
|
Chief Scientific Officer
|
|
(1)
|
Dr. Calais served
as the Company’s Interim Chief Executive Officer until the appointment of Steven Engle on May 15, 2019.
|
Compensation Philosophy
Compensation
of our executive officers is designed to provide compensation that is competitive, as well as consistent with our early stage of
development. Our board recognizes the need to provide a compensation package that will attract and retain qualified and experienced
executives as well as align the compensation level of each executive to that executive’s level of responsibility. Our compensation
arrangements are not divided formally into long-term and short-term plans; however as a general matter our compensation programs
may include shorter term incentive compensation in the form of annual cash bonuses payable on achievement of individual and Company
performance goals that may be established from time to time, and longer term incentives through the grant of stock options with
vesting over a period of years. We do not maintain a pension plan that provides for cash or other payments upon retirement.
Our
board has not undertaken a formal evaluation of the implications of the risks associated with our compensation policies and practices.
However, risk management is a consideration of our board when implementing our compensation program and the board does not believe
that our compensation programs encourage unnecessary or inappropriate risk taking, including risks that are likely to have a material
adverse effect on the Company.
Governance of the Company’s Executive Compensation
Program
The Compensation Committee
has overall responsibility for the evaluation, approval and oversight of our compensation plans, policies and programs and the
total compensation of our executive officers.
The Compensation Committee has sole responsibility
for determining our Chief Executive Officer’s compensation and for reviewing it with our Board. Our Chief Executive Officer
provides recommendations to the Committee on compensation matters for our other executive officers. In making its recommendations,
the Compensation Committee draws on survey data from subscription services and published reports, as well as on the experience
of the Compensation Committee members, to identify compensation trends for companies in our industry at similar stages of development.
Base Salaries
Base salaries of our
executive officers are intended to attract and retain executives (as part of the total compensation package) by providing a competitive
base level of compensation. Base salaries are typically considered by the Compensation Committee on an annual basis, as well as
in connection with the hiring of a new executive from outside the Company, a promotion or other changes in an incumbent executive’s
job responsibilities. Base salaries of executive officers are determined by evaluating the responsibilities of the position, the
experience and performance of the individual, and by reference to the competitive marketplace median for corporate executives in
comparable positions (similarity in scope, duties and responsibilities).
Annual Bonuses
Each NEO is eligible
to receive an annual cash bonus up to a target bonus amount expressed as a flat amount or as a percentage of such NEO’s base
salary. The performance of our executives is reviewed by the Compensation Committee for an annual performance period based on the
officer’s date of hire and the payment of a bonus and the amount thereof (up to the target bonus amount) is based on evaluative
criteria established by the Compensation Committee. In future periods the performance of our executive officers will be evaluated
and bonuses awards will be determined based on a common calendar year performance period, rather than annual periods coinciding
with the original hire date of each executive. As of the date of this proxy, performance-based bonuses for our NEO’s have
not been approved or paid.
The fiscal 2019 base salaries and target
bonus amounts for our NEOs were as follows:
|
|
Base Annual Salary
|
|
|
Target Bonus
|
|
Name and Principal Position
|
|
($)
|
|
|
($)
|
|
Stephen B. Engle
|
|
|
450,000
|
|
|
|
225,000
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
Philippe Calais(1)
|
|
|
340,000
|
|
|
|
68,000
|
|
Interim Chief Executive Officer, Director
|
|
|
|
|
|
|
|
|
Jeffrey F. Biunno
|
|
|
275,000
|
|
|
|
68,750
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
Jon L. Stern
|
|
|
285,000
|
|
|
|
99,750
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
Kenneth C. Cundy
|
|
|
350,000
|
|
|
|
87,500
|
|
Chief Scientific Officer
|
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Calais’s served as the Company’s Interim
Chief Executive Officer until the appointment of Steven Engle on May 15, 2019.
|
Stock Options
Our executive
officers generally are provided an equity grant upon commencement of their employment. The Compensation Committee reviews the
equity position of executive officers on a periodic basis and an additional grant may be considered following completion of
the vesting term of the executive’s outstanding option awards, at the time of promotion or under other circumstances
determined by the Compensation Committee. During fiscal 2019 the Company granted stock options to NEOs as follows:
Name
|
|
Grant Date
|
|
Shares Subject to Option
|
|
|
Exercise Price per Share
|
|
Steven B. Engle
|
|
05/16/2019
|
|
|
1,930,000
|
(1)
|
|
$
|
2.10
|
|
Philippe Calais
|
|
05/31/2019(2)
|
|
|
24,000
|
|
|
$
|
1.72
|
|
|
(1)
|
Total amount includes 1,500,000 options that vest based
on continuous service and 430,000 that vest upon the achievement of certain performance conditions.
|
|
(2)
|
Awarded in connection with Dr. Calais’ service as
Interim Chief Executive Officer
|
Employment Agreements
Steven
B. Engle. We entered into an Executive Employment Agreement with Mr. Engle, dated May 6, 2019, which sets forth conditions
of Mr. Engle’s at-will employment with our Company. Mr. Engle also executed the Company’s standard form of Proprietary
Information and Inventions Assignment Agreement. Mr. Engle’s current base salary is $450,000 annually, and he is eligible
under the agreement for an annual bonus of up to fifty percent (50%) of his annual salary, payable at the discretion of the board
of directors upon achievement of performance targets established by the board of directors from time to time. The Executive Employment
Agreement entitles Mr. Engle to certain severance payments and other benefits if his employment is terminated by us without
cause, or upon his resignation for good reason as defined in the Executive Employment Agreement. Upon any such termination of Mr. Engle’s
employment, he would be entitled to a severance payment equal to one-hundred percent (100%) of his then current base salary,
and reimbursement for any COBRA coverage elected by Mr. Engle for himself and the members of his immediate family for a period
of one year following such termination. Additionally, any options that would have vested during the twelve (12) month period
immediately following his termination date would vest and become exercisable immediately.
Philippe
Calais. We entered into an Interim Chief Executive Officer Agreement with Dr. Calais, dated December 6, 2018,
which sets forth conditions of Dr. Calais’ at-will employment with our Company, and which was amended by an Extension Agreement,
dated April 6, 2019. As amended, this agreement has a seven-month term, and Dr. Calais received a pro-rata salary based on
an annualized amount of $340,000. He was eligible under the agreement for a yearly target bonus of forty percent (40%) of his base
salary prorated for the term of his employment. Dr. Calais also received a stock option
award (the “Initial Option Grant”) to purchase up to an aggregate of 96,000 shares of our common stock at an exercise
price of $3.57 per share, which vests in four equal monthly installments subject to Dr. Calais’ continuous employment through
such date. In May 2019, Dr. Calais also received a stock option award to purchase
up to an aggregate of 24,000 shares of our common stock at an exercise price of $1.72 per share, which were fully vested upon grant.
During his term of service, Dr. Calais was eligible to participate in the Company’s employee benefit plans. Dr. Calais
Interim Chief Executive Officer Agreement expired by its terms in May 2019.
Jon
L. Stern. We entered into an Executive Employment Agreement with Mr. Stern, dated April 11, 2014, which
sets forth conditions of Mr. Stern’s at-will employment with our Company. Mr. Stern also executed the Company’s
standard form of Proprietary Information and Inventions Assignment Agreement. Mr. Stern’s current base salary is $250,000
annually, and he is eligible under the agreement for an annual bonus of up to thirty-five percent (35%) of his annual salary, payable
at the discretion of the board of directors upon achievement of performance targets established by the board of directors from
time to time. In July 2018, Mr. Stern’s base salary was increased to $285,000 per annum. The Executive Employment Agreement
entitles Mr. Stern to certain severance payments and other benefits if his employment is terminated by us without cause, or
upon his resignation for good reason as defined in the Executive Employment Agreement. Upon any such termination of Mr. Stern’s
employment he would be entitled to a severance payment equal to fifty percent (50%) of his then current base salary, and reimbursement
for any COBRA coverage elected by Mr. Stern for himself and the members of his immediate family for a period of six months
following such termination. Additionally, any options that would have vested during the twelve (12) month period immediately
following his termination date would vest and become exercisable immediately.
Jeffrey
F. Biunno. We entered into an Executive Employment Agreement with Mr. Biunno, dated November 27, 2013, which, as amended
on July 11, 2016, sets forth certain conditions of Mr. Biunno’s at-will employment with the Company. Mr. Biunno
also executed the Company’s standard form of Proprietary Information and Inventions Assignment Agreement. The Executive Employment
Agreement entitles Mr. Biunno to a base salary of $200,000 annually, and eligibility for an annual bonus of up to $50,000
payable at the discretion of the board of directors upon achievement of performance targets established by the board of directors.
In July 2018, Mr. Biunno’s base salary was increased to $275,000 per annum and in June 2019, Mr. Biunno’s target bonus
was changed to twenty five percent (25%) of his base salary. The Executive Employment Agreement entitles Mr. Biunno to certain
severance payments and other benefits if his employment is terminated by us without cause, or upon his resignation for good reason
as defined in the Executive Employment Agreement. Upon any such termination of Mr. Biunno’s employment he would be entitled
to a severance payment in an aggregate gross amount equal to fifty percent (50%) of his then current base salary, and
reimbursement for any COBRA coverage elected by Mr. Biunno for himself and the members of his immediate family for a period of
six months following such termination. Additionally, any options that would have vested during the twelve (12) month period
immediately following his termination date would vest and become exercisable immediately.
Kenneth C. Cundy.
We entered into an Executive Employment Agreement with Dr. Cundy, dated November 17, 2014, which sets forth
certain conditions of Dr. Cundy’s at-will employment with the Company as the Company’s Chief Scientific Officer. Dr.
Cundy also executed the Company’s standard form of Proprietary Information and Inventions Assignment Agreement. The Executive
Employment Agreement entitles Dr. Cundy to a base salary of $300,000 annually, and eligibility for an annual bonus of up to $75,000
payable at the discretion of the board of directors upon achievement of performance targets established by the board of directors.
In July 2018, Mr. Cundy’s base salary was increased to $350,000 per annum. The
Executive Employment Agreement entitles Dr. Cundy to certain severance payments and other benefits if his employment is terminated
by us without cause, or upon his resignation for good reason as defined in the Executive Employment Agreement. Upon any such termination
of Dr. Cundy’s employment he would be entitled to a severance payment equal to fifty percent (50%) of his then current base
salary, and reimbursement for any COBRA coverage elected by Dr. Cundy for himself and the members of his immediate family for a
period of six months following such termination. Additionally, any options that would have vested during the twelve (12) month
period immediately following his termination date would vest and become exercisable immediately. Pursuant to the Stock Option
Agreement applicable to Dr. Cundy’s award and our 2011 Equity Incentive Plan if, upon
or at any time following a following a change in control of the Company, Dr. Cundy’s employment is terminated without cause
or he resigns for “good reason,” then vesting of all of the options subject to the option award would be accelerated.
Perquisites and Other Benefits
Historically,
we have not provided significant perquisites or other personal benefits to our executive officers. Our executive officers
are eligible to participate in our medical, dental, vision, 401(k), life, and disability plans and programs on substantially the
same terms as eligible non-executive employees, subject to legal limits on the amounts that may be contributed or paid to executive
officers under these plans. We do not have a pension plan that provides for payments to any
of our executives at, following, or in connection with retirement and do not plan to establish one in the near future. In 2019,
the Company made safe harbor contributions to our executive officers’ 401(k) accounts. We may provide perquisites or other
personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer
in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation
or retention purposes. We do not expect that these perquisites or other personal benefits will be a significant aspect of our executive
compensation program. All future practices with respect to perquisites or other personal benefits will be approved and subject
to periodic review by the Compensation Committee.
Post-Employment Obligations
Other
than those provisions contained in the executive employment agreements with Messrs. Engle, Stern, Biunno and Dr. Cundy, we do not
have any severance or change in control agreements with any of our executive officers. The severance provisions for Messrs. Stern
and Biunno and Dr. Cundy provide that each is entitled to a severance payment equal to fifty percent (50%) of his then
current annual base salary in certain events of termination. Messrs. Biunno and Stern and Dr. Cundy are each entitled to vesting
acceleration of any options that would have become exercisable during the 12 months following such termination and reimbursement
for any COBRA coverage elected for themselves and the members of their immediate families for a period of six months following
the applicable date of termination. Upon a termination by us without cause or upon the engagement of our chief executive
officer, Mr. Engle would be entitled to receive one-hundred percent (100%) of his then current base salary, reimbursement
for any COBRA coverage elected by Mr. Engle for himself and the members of his immediate family for a period of one year following
such termination, and all options granted under the agreement would vest and become exercisable immediately.
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation
earned by, awarded to or paid to our NEOs in the years ended December 31, 2019 and 2018:
|
|
Fiscal
|
|
Salary
|
|
|
Bonus(5)
|
|
|
Option
Awards(4)
|
|
|
All Other
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
Steven B. Engle(1)(3)
|
|
2019
|
|
|
264,808
|
|
|
|
—
|
|
|
|
2,145,000
|
|
|
|
1,038
|
|
|
|
2,410,846
|
|
Chief Executive Officer
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Philippe Calais(2)
|
|
2019
|
|
|
139,923
|
|
|
|
68,000
|
|
|
|
28,234
|
|
|
|
—
|
|
|
|
236,157
|
|
Former Interim Chief Executive Officer
|
|
2018
|
|
|
7,846
|
|
|
|
28,333
|
|
|
|
1,545,212
|
|
|
|
—
|
|
|
|
1,581,391
|
|
Jon L. Stern(3)
|
|
2019
|
|
|
285,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,400
|
|
|
|
293,400
|
|
Chief Operating Officer
|
|
2018
|
|
|
266,154
|
|
|
|
93,625
|
|
|
|
—
|
|
|
|
—
|
|
|
|
359,779
|
|
Jeffrey F. Biunno(3)
|
|
2019
|
|
|
275,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42,675
|
|
|
|
317,675
|
|
Chief Financial Officer
|
|
2018
|
|
|
234,615
|
|
|
|
64,375
|
|
|
|
469,263
|
|
|
|
—
|
|
|
|
768,253
|
|
Kenneth C. Cundy(3)
|
|
2019
|
|
|
350,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
33,273
|
|
|
|
383,273
|
|
Chief Scientific Officer
|
|
2018
|
|
|
323,077
|
|
|
|
88,750
|
|
|
|
—
|
|
|
|
—
|
|
|
|
411,827
|
|
(1)
|
Mr. Engle was appointed as our Chief Executive Officer on May 15, 2019. On May 16, 2019, Mr. Engle received options to purchase up to an aggregate of 1,930,000 shares of the Company’s common stock. 1,500,000 stock options are based on a service component and 430,000 are based on performance conditions over the subsequent two years. The Other Compensation represents safe harbor contributions to Mr. Engle’s 401(k) retirement account.
|
|
|
(2)
|
Dr. Calais was appointed as our Interim Chief Executive Officer on December 7, 2018 and was terminated on May 15, 2019 when Mr. Engle was appointed Chief Executive Officer. On May 31, 2019, Dr. Calais received options to purchase up to an aggregate of 24,000 shares of the Company’s common stock for his services rendered as CohBar’s Interim Chief Executive Officer.
|
|
|
(3)
|
Other Compensation represents safe harbor contributions to each of Messers. Stern, Biunno and Cundy’s 401(k) retirement accounts in the amount of $8,400, respectively, and to Mr. Engle’s 401(k) retirement account in the amount of $1,038.
|
|
|
(4)
|
Reflects the aggregate grant date fair value of the applicable stock option, calculated in accordance with Accounting Standards Codification Topic 718 as described in Note 3, Share-Based Payment, to our Form 10-K filed with the SEC on March 12, 2020.
|
|
|
(5)
|
Bonus amounts payable to our executive officers for the service period ended December 31,
2019 are not calculable at this time as they remain subject to the evaluation of performance criteria by the Compensation
Committee, which is expected to occur in fiscal year 2020.
|
OPTION EXERCISES
The following table provides information regarding exercises
of stock options by our NEOs during 2019.
Name
|
|
Number of Shares Acquired on Exercise
|
|
|
Value Realized on Exercise(1)
|
|
Kenneth C. Cundy
|
|
|
22,019
|
|
|
$
|
26,030
|
|
Jeffrey F. Biunno
|
|
|
20,000
|
|
|
$
|
35,050
|
|
|
(1)
|
The value realized on exercise is the difference between
the closing price of our common stock on the day of exercise and the exercise price of the option award. These amounts do not
correspond to the actual economic value that was received by our NEOs from their exercise of the option awards.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following tables set forth certain
information regarding outstanding stock options held by our NEOs as of December 31, 2019.
|
|
|
|
Option Awards
|
Name
|
|
Grant Date(1)
|
|
Number of Securities Underlying
Unexercised Options
|
|
|
Option Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
|
|
|
Exercisable (#)
|
|
|
Unexercisable (#)
|
|
|
|
|
|
|
Steven B. Engle
|
|
5/15/2019 (2)
|
|
|
--
|
|
|
|
1,930,000
|
|
|
|
2.10
|
|
|
5/15/2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jon L. Stern
|
|
4/11/2014
|
|
|
478,245
|
|
|
|
--
|
|
|
|
0.26
|
|
|
4/11/2024
|
|
|
1/29/2017 (3)
|
|
|
89,583
|
|
|
|
10,417
|
|
|
|
2.40
|
|
|
1/29/2027
|
|
|
1/29/2017 (4)
|
|
|
42,708
|
|
|
|
7,292
|
|
|
|
2.40
|
|
|
1/29/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey F. Biunno
|
|
4/09/2014
|
|
|
344,377
|
|
|
|
--
|
|
|
|
0.26
|
|
|
4/09/2024
|
|
|
1/29/2017 (4)
|
|
|
21,354
|
|
|
|
3,646
|
|
|
|
2.40
|
|
|
1/29/2027
|
|
|
3/25/2018 (5)
|
|
|
26,050
|
|
|
|
98,950
|
|
|
|
5.30
|
|
|
3/25/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth C. Cundy
|
|
11/20/2014
|
|
|
837,981
|
|
|
|
--
|
|
|
|
0.73
|
|
|
11/20/2024
|
|
|
1/29/2017 (4)
|
|
|
427,083
|
|
|
|
72,917
|
|
|
|
2.40
|
|
|
1/29/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Calais
|
|
6/6/2018 (6)
|
|
|
75,000
|
|
|
|
125,000
|
|
|
|
8.86
|
|
|
6/6/2028
|
|
|
12/6/2018
|
|
|
96,000
|
|
|
|
--
|
|
|
|
3.57
|
|
|
12/6/2028
|
|
|
5/31/2019
|
|
|
24,000
|
|
|
|
--
|
|
|
|
1.72
|
|
|
5/31/2029
|
(1)
|
All of the options identified are subject to the provisions of the 2011 Equity Incentive Plan and the applicable option award agreement, and have a maximum term of ten years.
|
|
|
(2)
|
The unexercisable total includes 1,500,000 shares underlying the option that vest based on continuous service with 25% vesting on May 15, 2020, and the remaining 75% vesting in 36 equal monthly installments thereafter. 430,000 shares underlying the option vest upon the achievement of certain performance conditions.
|
|
|
(3)
|
Options vest in 48 equal monthly installments beginning May 1, 2016.
|
|
|
(4)
|
Fifty percent (50%) of the shares underlying such options vested upon the certification of the achievement of applicable performance milestones on July 18, 2018, and the remaining 50% vest in 24 equal monthly installments thereafter.
|
|
|
(5)
|
Options vest in 48 equal monthly installments beginning October 31, 2017.
|
|
|
(6)
|
Options vest in 48 equal monthly installments beginning June 6, 2018.
|
DIRECTOR COMPENSATION
Our compensation arrangements
with our directors have historically been determined on a case-by-case basis after consideration of a variety of factors, including
but not limited to such director’s existing relationship with the Company, experience, and anticipated and historical contributions
to the Company’s governance needs. As of May 2018, all non-employee directors receive annual cash retainers of $60,000, and
in January 2019, the Compensation Committee approved the payment of annual retainers to each member of the Audit, Compensation
and Governance and Nominating Committees in the amounts of $5,000, $3,000 and $1,500, respectively.
In December 2017, the
board of directors approved a change in the director compensation plan pursuant to which (i) Drs. Cohen and Barzilai received an
annual cash retainer of $40,000, which was subsequently raised to $60,000 in May 2018; (ii) Mr. Fitzgerald received an annual cash
retainer of $40,000, plus an additional $15,000 per annum for his services as Board chairman; and (iii) Dr. Amatruda receives an
annual cash retainer of $60,000. In connection with his initial appointment to the Board, Dr. Amatruda also received an award of
options to purchase 200,000 shares of common stock, subject to vesting over a four year period. Each of Dr. Calais, Dr. Gardner,
Mr. Greenwood and Mr. Petkevich receive an annual cash retainer of $60,000 and were awarded an option to purchase 200,000 shares
of common stock, subject to vesting over a four year period.
In October 2018, the
disinterested members of the Compensation Committee of the Board increased the annual compensation payable to Mr. Fitzgerald to
the amount of $180,000. Mr. Fitzgerald also received base annual cash compensation of $180,000 in fiscal year 2019 and was entitled to receive an award
of options to purchase shares of the Company’s common stock with an aggregate grant date fair value of $180,000, calculated
in accordance with Accounting Standards Codification Topic 718. Such option grant was not approved by the Compensation Committee
in 2019.
All directors are entitled
to reimbursement of ordinary expenses incurred in connection with attendance at meetings of our Board.
2019 Directors Compensation
Name
|
|
Fees
Earned or
Paid in
Cash($)
|
|
|
Option
Awards($)(1)
|
|
|
Total($)
|
|
|
|
|
|
|
|
|
|
|
|
Nir Barzilai
|
|
|
64,125
|
|
|
|
—
|
|
|
|
64,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinchas Cohen
|
|
|
64,125
|
|
|
|
—
|
|
|
|
64,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Albion J. Fitzgerald
|
|
|
188,708
|
|
|
|
—
|
|
|
|
188,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Amatruda
|
|
|
75,833
|
|
|
|
—
|
|
|
|
75,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Calais
|
|
|
30,000
|
|
|
|
28,234
|
|
|
|
58,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phyllis Gardner (2)
|
|
|
59,583
|
|
|
|
439,260
|
|
|
|
498,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Greenwood (3)
|
|
|
49,375
|
|
|
|
328,400
|
|
|
|
377,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Misha Petkevich (4)
|
|
|
13,542
|
|
|
|
204,740
|
|
|
|
218,282
|
|
(1)
|
Reflects the aggregate grant date fair value of the applicable stock option, calculated in accordance with Accounting Standards Codification Topic 718 as described in Note 3, Share-Based Payment, to our Form 10-K filed with the SEC on March 12, 2020.
|
|
|
(2)
|
Phyllis Gardner was appointed to our board of directors in February 2019.
|
|
|
(3)
|
David Greenwood was appointed to our board of directors in April 2019.
|
|
|
(4)
|
Misha Petkevich was appointed to our board of directors in October 2019.
|
Outstanding Equity Awards at Fiscal Year-end
The following tables set forth certain
information regarding outstanding stock options held by our directors as of December 31, 2019.
Name
|
|
Outstanding
|
|
|
Vested
|
|
|
|
|
|
|
|
|
Albion J. Fitzgerald
|
|
|
550,000
|
|
|
|
550,000
|
|
|
|
|
|
|
|
|
|
|
David Greenwood
|
|
|
200,000
|
|
|
|
33,333
|
|
|
|
|
|
|
|
|
|
|
Phyllis Gardner
|
|
|
200,000
|
|
|
|
41,667
|
|
|
|
|
|
|
|
|
|
|
Misha Petkevich
|
|
|
200,000
|
|
|
|
8,333
|
|
|
|
|
|
|
|
|
|
|
John Amatruda
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
Steven B. Engle
|
|
|
1,930,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Jon L. Stern
|
|
|
628,245
|
|
|
|
610,536
|
|
|
|
|
|
|
|
|
|
|
Philippe Calais
|
|
|
320,000
|
|
|
|
195,000
|
|
|
(1)
|
All
of the options identified are subject to the provisions of the 2011 Equity Incentive Plan and the applicable option award agreement,
and have a maximum term of ten years.
|
AUDIT COMMITTEE REPORT TO STOCKHOLDERS*
In connection with the consolidated
financial statements for the fiscal year ended December 31, 2019, the Audit Committee has:
|
●
|
reviewed
and discussed the audited consolidated financial statements with management;
|
|
●
|
discussed
with Marcum LLP, our independent registered public accounting firm, the matters required to be discussed by Auditing Standard
No. 16 adopted by the Public Company Accounting Oversight Board (United States) regarding “Communication with Audit
Committees”; and
|
|
●
|
received
the written disclosures and letter from Marcum LLP required by applicable requirements of the Public Company Accounting Oversight
Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence,
and has discussed with Marcum LLP its independence from us.
|
Based on the Audit
Committee’s review of the audited consolidated financial statements and its discussions with management and Marcum LLP, the
Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the 2019 fiscal year
be included in our Annual Report on Form 10-K filed with the SEC.
|
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
|
|
|
Respectfully Submitted,
|
|
|
|
David Greenwood
|
|
Albion J. Fitzgerald
|
|
Misha Petkevich
|
|
*
|
The information contained in the Report of the Audit Committee
shall not be deemed “soliciting material” or be incorporated by reference by any general statement incorporating this
proxy statement into any filings under either the Securities Act of 1933, as amended, or the Exchange Act (together the “Acts”),
except to the extent CohBar specifically incorporates such report by reference, and further, such Report shall not otherwise be
deemed filed under the Acts.
|
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF REGISTERED
INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR 2020
The Audit Committee
has appointed Marcum LLP as our registered independent public accounting firm to audit our consolidated financial statements for
the year ended December 31, 2020. Although we are not required to seek stockholder approval of this appointment, the Board
has determined it to be sound corporate governance to do so. If the appointment is not ratified by stockholders, the Audit Committee
will investigate the possible basis for the negative vote and will reconsider the appointment in light of the results of its investigation.
We have employed Marcum
LLP as our registered independent public accounting firm since 2014. A representative of Marcum LLP is expected to be present at
the annual stockholders’ meeting. The representative will be given the opportunity to make a statement on behalf of Marcum
LLP if the representative so desires, and the representative will be available to respond to appropriate stockholder questions.
We understand the
need for Marcum LLP to maintain objectivity and independence in its audit of our financial statements. To minimize relationships
that could appear to impair the objectivity of Marcum LLP, the Audit Committee has restricted the non-audit services that Marcum
LLP may provide. It is the policy of the Audit Committee to pre-approve all audit and permissible non-audit services provided by
our independent auditors.
Under these policies,
with Audit Committee pre-approval, we may use Marcum LLP for the following categories of non-audit services: merger and acquisition
due diligence and audit services; tax services; internal control reviews; employee benefit plan audits; and reviews and procedures
that we engage Marcum LLP to undertake to provide assurances on matters not required by laws or regulations.
The aggregate fees
and expenses billed, or expected to be billed, for professional services rendered by Marcum LLP for the years ended December 31,
2019 and 2018 were as follows:
Type
|
|
2019
|
|
|
2018
|
|
Audit Fees (1)
|
|
$
|
105,150
|
|
|
$
|
103,431
|
|
Audit Related Fees (2)
|
|
|
--
|
|
|
|
23,553
|
|
Tax Fees (3)
|
|
|
11,050
|
|
|
|
11,860
|
|
Total Fees
|
|
$
|
116,200
|
|
|
$
|
138,844
|
|
|
(1)
|
Audit
Fees consist of fees billed and expected to be billed for services rendered for the audits of our financial statements for the
fiscal years ended December 31, 2019 and 2018 and reviews of interim financial statements.
|
|
(2)
|
Audit
Related Fees include fees billed for services related to registration statements filed with the SEC in 2018.
|
|
(3)
|
Tax
Fees consist of fees billed for professional services related to preparation of our U.S. federal and state income tax returns
and tax advice.
|
Tax services in 2019
and 2018 were pre-approved by the Audit Committee of our Board of Directors. All future permitted audit, audit-related, tax
and other services that the independent auditors may perform are expected to be pre-approved in accordance with pre-approval policies
and procedures adopted by our audit committee pursuant to that committee’s charter, as amended or modified from time to time.
The Audit Committee
believes that the foregoing expenditures are compatible with maintaining the independence of our independent registered public
accounting firm.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
PROPOSAL NO. 3:
APPROVAL OF AMENDMENT TO
THE COMPANY’S AMENDED AND RESTATED
2011 EQUITY INCENTIVE PLAN
Background
Our 2011 Equity Incentive
Plan, as amended and restated (the “2011 Plan”), allows us to nonstatutory stock options, stock appreciation rights,
restricted stock awards and restricted stock unit awards to our employees, officers and directors as well as incentive stock options
(“ISOs”) to our employees and officers.
We believe our success
is due to our highly talented employee base and that future success depends on the ability to attract and retain high caliber personnel.
Our headquarters is located in Silicon Valley where we must compete with many companies for a limited pool of talented people.
The ability to grant equity awards is a necessary and powerful recruiting and retention tool for us to obtain the quality personnel
we need to move our business forward.
A full copy of the
2011 Plan, including the proposed amendment, is attached to this proxy statement as Annex A. Members of our Board and our
named executive officers have an interest in this proposal because they are eligible to receive awards under the 2011 Plan.
Summary of the Proposal
The 2011 Plan was originally
adopted by our Board of Directors and approved by our stockholders on January 3, 2012. The Amended and Restated 2011 Plan was adopted
by our Board of Directors on November 3, 2014 and approved by our stockholders on December 15, 2014. Amendments to the 2011 Plan
were adopted by our Board of Directors on April 11, 2017, and on April 20, 2018, and approved by our stockholders on June 15, 2017
and June 19, 2018, respectively (the “Plan Amendments”). These increases made to the 2011 Plan were made to in response
to the growth of the company and to allow us to offer a competitive equity package to new hires. The 2011 Plan reserves up to 10,000,000
shares of our common stock for issuance in connection with awards thereunder.
Our Board of Directors
approved an amendment to the 2011 Plan on April 7, 2020, subject to approval by our stockholders at our 2020 annual meeting. We
are seeking stockholder approval of an amendment to the 2011 Plan to increase the number of shares reserved for issuance thereunder
by 4,000,000 and to set the maximum number of shares that may be issued as ISOs at 30,000,000
shares. After giving effect to the increase there would be 5,065,566 total shares reserved for issuance under the 2011 Plan
(including shares reserved for issuance under currently outstanding stock options). If the amendment to the 2011 Plan is not approved
by stockholders, the aggregate number of shares reserved under the 2011 Plan will remain as is and the 2011 Plan will continue
in effect, as is and terminates on June 19, 2028 unless earlier terminated by the board of directors..
The Importance of the Proposed Increase in Shares
We believe the ability
to grant competitive equity awards is a necessary and powerful recruiting and retention tool for us to obtain the quality personnel
we need to move our business forward. If we are unable to offer competitive equity packages to hire, retain and motivate employees,
especially our senior officers, this could significantly hamper our plans for growth and adversely affect our ability to operate
our business. In addition, if we are unable to grant competitive equity awards, we may be required to offer additional cash-based
incentives to replace equity as a means of competing for talent.
The 2011 Plan
The material terms
of the 2011 Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the 2011 Plan
and proposed amendment, each of which attached as Annex A to this proxy statement.
Shares Available
for Awards. There are currently 10,000,000 shares of our common stock reserved for issuance under the 2011 Plan. As of the
date hereof there were outstanding options to purchase 7,685,377 shares of our common stock with a weighted average exercise price
of $2.16 and 1,065,566 shares of our common stock remained available for issuance under the 2011 Plan. Any shares that are forfeited
back to, or repurchased by, the Company following a failure to vest will return to the number of shares available for issuance
under the 2011 Plan. In addition, any shares that are subject to awards that are settled in cash and not issued, or are reacquired
by Company as payment of the exercise price or in satisfaction tax withholding obligations in connection with the exercise or settlement
of any award will also return to the number of shares available for issuance under the 2011 Plan.
Eligibility.
Awards may be granted to our employees, directors, and consultants, except that only our employees are eligible to receive incentive
stock options. As of the date hereof, there are approximately 13 employees, 4 members of our Scientific Advisory Board and contractors
and 8 non-employee directors who are eligible to participate in the 2011 Plan.
Administration.
The 2011 Plan provides that it shall be administered by our board of directors or a committee appointed by our board of directors,
which shall be constituted to comply with laws, regulations or the rules of any stock exchange or quotation system on which shares
of our common stock are then listed or quoted related to the administration of stock option plans. The compensation committee acts
as the administrator of our 2011 Plan. The compensation committee has the full and final power and authority to determine the terms
of awards under the 2011 Plan, including designating the persons who will receive awards, the types of awards that will be granted,
the fair market value of the shares of common stock underlying each option granted to each participant if the shares are not listed
on an exchange or regularly quoted by a recognized securities dealer, and the terms, conditions and restrictions applicable to
each award and the underlying shares.
Stock Options.
Under our 2011 Plan, the administrator may grant employee participants options to purchase shares of our common stock. Options
may in the form of incentive stock options, which are intended qualify for special tax treatment under U.S. tax law and may be
granted only to employees, or nonqualified stock options which may be granted to any participants. The administrator establishes
the duration of each option at the time such option is granted, with a maximum duration of 10 years from the effective date of
the grant; provided, however, that an incentive stock option granted to a participant who owns, at the time the option is granted,
more than 10% of the total combined voting power of all classes of our stock may not have a term in excess of 5 years. The administrator
also establishes any vesting requirements, including performance criteria or continued service, provided that options granted
to non-exempt employees of the Company may not vest until at least a minimum period of six-months following the date of grant and
options granted to persons retained to provide investor relations activities (as contemplated by the rules of the TSX Venture Exchange,
upon which the Company’s shares were previously listed) may vest at rate of no more than 25% in any three-month period. Options
may be exercisable prior to vesting to the extent provided by the administrator.
The administrator also
establishes the exercise price of options on the date such options are granted. Incentive stock options must have an exercise price
per share that is not less than the fair market value of a share of our common stock on the grant date, and in the case of grants
of incentive stock options to an employee who owns, at the time the option is granted, more than 10% of the total combined voting
power of all classes of our stock, the exercise price may not be less than 110% of the fair value. The method of payment of the
exercise price for shares being purchased pursuant to a stock option is determined by the administrator. Unless otherwise determined
by the administrator and included in the participant’s stock option agreement, after the termination of the participant’s
employment or service, such participant may exercise the vested portion of his or her option for three-months, except that if the
termination results from the participant’s death or disability the exercise period is 12 months; provided in each case, that
the option may not be exercisable beyond its original term.
Other Awards.
The 2011 also permits the grant of (i) stock appreciation rights (“SARs”), which provide for a payment, or payments,
in cash or shares of our common stock, to the holder based upon the difference between the fair market value of our common stock
on the date of exercise and the stated exercise price up to a maximum amount of cash or number of shares; (ii) restricted stock
awards, pursuant to which holders are offered an opportunity to purchase shares of our common stock subject to certain restrictions;
and (iii) restricted stock unit awards which represent the right to receive shares of our common stock at a specified date in the
future. SARs, restricted stock awards and restricted stock units may be subject to vesting terms based on the achievement of performance
criteria or continued service. As of the date hereof, there are no SARs, shares of restricted stock or RSUs outstanding under the
2011 Plan.
Adjustment of Shares.
The number of shares subject to issuance pursuant to any award or reserved for issuance pursuant to the 2011 Plan is subject to
adjustment in order to prevent diminution or enlargement of benefits intended to be made available under the plan in the event
of any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of our common stock, or our other securities, or other change of our corporate
structure that affects our corporate structure.
Change in Control
Provisions. In the event of a change in control or certain other qualifying corporate transactions, the Board may provide for
any one or more of the following with respect to awards granted under the 2011 Plan except as may be otherwise set forth in an
individual award agreement: (i) the assumption or substitution of such award by a successor entity; (ii) accelerated vesting and
the lapse of any restrictions with respect to such awards; (iii) payment in respect of such awards on the same basis as paid to
stockholders generally, and (iv) the cancellation of any unvested or unexercised awards in exchange for such cash consideration
as the Board may deem appropriate.
The 2011 Plan generally
defines a change in control as the occurrence, in a single transaction or a series of related transactions of any of the following
events: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes beneficial owner (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of our securities that represent 50% or more of the total voting power
represented by all of our then-outstanding voting securities (except for any such change in beneficial ownership occurring as a
result of a private financing transaction that was approved by our board of directors); (ii) a merger, consolidation or similar
transaction after consummation of which our stockholders immediately prior thereto do not own, directly or indirectly, either (A)
outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving
entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting
power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially
the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such transaction;
or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.
Transferability;
Compliance with Applicable Laws. Unless our board of directors determines otherwise, and subject to applicable laws and exchange
rules, a participant may not sell, pledge, assign, transfer or otherwise dispose of any award right other than by will or the laws
of descent and distribution, and the option or restricted stock purchase right may be exercised during the lifetime of the participant
only by the participant. No shares of our common stock may be issued upon the exercise of an award unless such exercise and issuance,
and the delivery to the participant of the shares of our common stock underlying such award, comply with all laws, regulations
or the rules of any stock exchange or quotation system on which shares of our common stock are then listed or quoted related to
the administration of stock option plans.
Repricing; Exchange
of Awards. Subject to the policies of the applicable listing exchange on which the Company’s shares are traded, and if
required by such policies, approval of the stockholders of the Company, the Board may also reduce the exercise price of any option
or SAR or provide for the cancellation of any option or SAR in exchange for another award; provided that the Board may not amend
the terms of any option held by an “insider” (as defined by applicable exchange listing rules) of the Company except
to the extent expressly set forth in the 2011 Plan.
Amendment and Termination.
Our board of directors may amend, alter, suspend or terminate the 2011 Plan, provided however, that any such change that would
adversely affect the holder of a previously granted award requires the holder’s written consent, and provided further that
stockholder approval is required for any amendment to the extent necessary or desirable to comply with laws, regulations or the
rules of any stock exchange or quotation system on which shares of our common stock are then listed or quoted related to the administration
of stock option plans.
Certain United States Federal Income
Tax Matters
The following summary
is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2011 Plan. The
summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not
change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s
death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside.
As a result, tax consequences for any particular participant may vary based on individual circumstances.
Options. Under
present law, an optionee will not recognize any taxable income on the date a non-qualified option (“NSO”) is granted
pursuant to the 2011 Plan. Upon exercise of the option, however, the optionee must recognize, in the year of exercise, compensation
taxable as ordinary income in an amount equal to the difference between the option price and the fair market value of Company common
stock on the date of exercise. Upon the sale of the shares, any resulting gain or loss will be treated as capital gain or loss.
The Company is entitled to receive an income tax deduction in the year in which NSOs are exercised equal to the amount of ordinary
income recognized by those optionees exercising options, and must comply with applicable tax withholding requirements.
Incentive
stock options (“ISOs”) granted under the 2011 Plan are intended to qualify for favorable tax treatment under Section
422 of the Internal Revenue Code. Under Section 422, an optionee recognizes no taxable income when the option is granted. Further,
the optionee generally will not recognize any taxable income when the option is exercised if he or she has at all times from the
date of the option’s grant until three months before the date of exercise been an employee of the Company provided that the
optionee may be subject to alternative minimum tax. The Company ordinarily is not entitled to any income tax deduction upon the
grant or exercise of an ISO. Upon the sale of the shares, any resulting gain or loss will either be a capital gain or loss
or ordinary income, depending upon whether the optionee holds the shares
for the statutorily required period (more than two years from the date of grant and more than one year from the date of exercise).
If the shares are not held for the statutorily required period, the optionee will recognize ordinary income equal to the lesser
of (i) the difference between the fair market value of the underlying Company common stock on the date of exercise and the
exercise price, or (ii) the difference between the sales price and the exercise price. Any additional gain recognized on the
sale generally will be gain. Different and complex rules may apply to incentive stock options that are early exercisable,
and optionees holding any such awards to seek the advice of their own tax counsel.
Stock Appreciation
Rights. Generally, a recipient of a SAR will recognize compensation taxable as ordinary income equal to the value of the
shares of Company common stock or the cash received in the year that the stock appreciation right is exercised. The Company normally
will be entitled to receive a corresponding deduction equal to the amount of compensation the recipient is required to recognize
as ordinary taxable income and must comply with applicable tax withholding requirements.
Restricted Stock
Awards. Generally, no income is taxable to the recipient of a restricted stock award in the year that the award is granted.
Instead, the recipient will recognize compensation taxable as ordinary income equal to the fair market value of the shares in the
year in which the risks of forfeiture restrictions lapse (less any amounts paid for such shares, if any). Alternatively, if a recipient
makes an election under Section 83(b) of the Internal Revenue Code, the recipient will, in the year that the restricted stock award
is granted, recognize compensation taxable as ordinary income equal to the fair market value of the shares on the date of transfer
of the award to the recipient and gain or loss resulting from subsequent sale of the shares will be treated as a capital gain or
loss. The Company normally will receive a corresponding deduction equal to the amount of compensation the recipient is required
to recognize as ordinary taxable income and must comply with applicable tax withholding requirements.
Restricted Stock
Units. A recipient of stock units will generally recognize compensation taxable as ordinary income in an amount equal to the
fair market value of the shares (or the amount of cash) distributed to settle the stock units on the vesting date(s). The Company
normally will receive a corresponding deduction at the time of vesting, equal to the amount of compensation the recipient is required
to recognize as ordinary taxable income and must comply with applicable tax withholding requirements.
Code Section 162(m).
Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration
in excess of $1 million paid to certain executive officers. While our compensation committee considers the deductibility of awards
as one factor in determining executive compensation, our compensation committee also looks at other factors in making its decisions
and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation
program even if the awards are not deductible by us for tax purposes.
Code Section 409A.
We intend that awards granted under the 2011 Plan comply with, or otherwise be exempt from, Code Section 409A, but make no representation
or warranty to that effect.
New Plan Benefits under the
2011 Plan
Except
for the annual awards to our non-employee directors described in “Awards to Non-Employee Directors” above, the 2011
Plan administrator, in its discretion, selects the person(s) to whom awards may be granted and the number of shares subject to
each such grant. For this reason, it is not possible to determine the benefits or amounts that will be received by any particular
individual(s) in the future.
History of
Grants Under the 2011 Plan
From
the inception of the 2011 Plan through April 13, 2020, options to purchase a total of 9,800,029 shares had been granted under the
2011 Plan, 1,249,057 of which had been exercised and 1,065,566 of which remained outstanding. The options outstanding as of April
13, 2020, had a weighted-average exercise price of $2.16 per share. The closing price per share of our common stock as reported
by Nasdaq on the April 13, 2020, was $[____]. The following table summarizes the grants made to our named executive officers, all
current executive officers as a group, all current non-employee directors as a group, and all current employees (excluding our
executive officers and directors) as a group, from the inception of the 2011 Plan through April 13, 2020:
Name and Position
|
|
Number of Options Granted
|
|
Steven B. Engle, Chief Executive Officer
|
|
|
1,930,000
|
|
Philippe Calais, Interim Chief Executive Officer
|
|
|
320,000
|
|
Jon L. Stern, Chief Operating Officer
|
|
|
628,245
|
|
Jeffrey F. Biunno, Chief Financial Officer
|
|
|
514,377
|
|
Kenneth C. Cundy, Chief Scientific Officer
|
|
|
1,360,000
|
|
All current executive officers as a group (4) persons
|
|
|
4,432,622
|
|
All current non-employee directors as a group (8) persons
|
|
|
1,670,000
|
|
All current employees as a group (excluding executive officers and directors)
|
|
|
699,000
|
|
THE
BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF
THE FOREGOING AMENDMENT TO THE COHBAR, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN.
PROPOSAL NO. 4:
APPROVAL OF AMENDMENT TO INCREASE AUTHORIZED COMMON STOCK
Our
Board of Directors has adopted resolutions approving, declaring advisable and recommending that our stockholders approve, an amendment
to our Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from
75,000,000 to 180,000,000. The increase in our number of authorized shares of common stock would become effective upon the filing
of an amendment to our certificate of incorporation. The full text of the preamble of Article IV of our certificate of incorporation,
as proposed to be amended, is as follows:
The
Company is authorized to issue two (2) classes of stock, to be designated, respectively, “Common Stock”
and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 185,000,000
shares, $0.001 par value per share. 180,000,000 shares shall be Common Stock and 5,000,000 shares shall be Preferred Stock.
The
following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Company.
Current Capitalization
As of the record
date, our capitalization was as follows:
|
●
|
shares of our
common stock were issued and outstanding;
|
|
●
|
shares of our common
stock were subject to outstanding equity awards;
|
|
●
|
shares of our common
stock were reserved for issuance under our Amended and Restated 2011 Equity Incentive Plan, as amended;
|
|
●
|
shares of our common
stock were reserved for issuance under our Employee Stock Purchase Plan; and
|
|
●
|
shares of shares
of our common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $2.40.
|
Based
on the above capitalization information, shares of our currently authorized common stock remain unissued and unreserved
and available for future issuance as of the record date.
Purpose of the Amendment
Our
Board of Directors has determined that it would be in our best interests to increase the number of authorized shares of
common stock in order to provide our company with the flexibility to pursue all finance and corporate opportunities involving our
common stock, which may include private or public offerings of our equity securities, and to provide appropriate equity incentives
for our employees over time, without the need to obtain additional stockholder approvals. There are currently no formal proposals
or agreements that would require an increase in our authorized shares of common stock, and at present our
Board of Directors has no immediate plans, arrangements or understandings to issue the additional shares of common stock.
Each additional authorized share of common stock would have the same rights and privileges as each share of currently authorized
common stock. Our directors and executive officers have an interest in this proposal by virtue of their being eligible to receive
equity awards under our equity incentive plan.
Potential Adverse Effects of the
Amendment
At
present, our Board of Directors has no immediate plans, arrangements or understandings to issue the additional shares of common
stock. However, it desires to have the shares available to provide additional flexibility to use our common stock for business
and financial purposes in the future as well to have sufficient shares available to provide appropriate equity incentives for our
employees. The issuance of additional shares of common stock in the future will have the effect of diluting earnings per share,
voting power and common shareholdings of stockholders. It could also have the effect of making it more difficult for a third party
to acquire control of our company. The shares will be available for issuance by our board of directors for proper corporate purposes,
including but not limited to, stock dividends, acquisitions, financings and equity compensation plans. Our management believes
the increase in authorized share capital is in the best interests of our company and our stockholders and recommends that the stockholders
approve the increase in authorized share capital.
No Appraisal Rights
Under
applicable Delaware law, our stockholders are not entitled to appraisal rights with respect to the proposed amendment to our certificate
of incorporation.
Procedure for Effecting the Amendment
If
the proposed amendment is approved and adopted by our stockholders at the Annual Meeting, it will become effective upon filing
with the Secretary of State of the State of Delaware a certificate of amendment to our certificate of incorporation. Subject to
the discretion of our Board of Directors, which could elect to abandon the amendment at any time before or after stockholder approval,
we expect to file the certificate of amendment with the Secretary of State of the State of Delaware as soon as practicable following
stockholder approval.
Vote Required
The
affirmative vote of the holders of a majority of our outstanding shares of common stock as of the record date will be required
to approve the Authorized Common Stock Proposal.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF
THE FOREGOING AMENDMENT TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK.
OTHER MATTERS
As of the date of
this proxy statement, the Board is not aware of any other matters that may come before the annual meeting. The persons named in
the enclosed proxy card intend to vote the proxy in accordance with their best judgment if any other matters properly come before
the annual meeting.
We will provide,
without charge, on the written request of any beneficial owner of shares of our common stock entitled to vote at the Annual Meeting
of Stockholders, a copy of our Annual Report on Form 10-K as filed with the SEC for our fiscal year ended December 31, 2019.
Written requests should be mailed to CohBar, Inc., 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025, Attn: Company Secretary.
Please return the
enclosed proxy card as soon as possible. Unless a quorum consisting of a majority of the outstanding shares entitled to vote is
represented at the annual stockholders’ meeting, no business can be transacted. Therefore, please be sure to date and sign
your proxy card exactly as your name appears on your stock certificate and return it to be received by June 16, 2020 in the enclosed postage prepaid return envelope. Please act promptly to ensure that you will be represented at this important
meeting.
|
By Order of the Board of Directors
|
|
|
|
|
|
Jeffrey F. Biunno
Secretary
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTO VOTE, MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTo withhold
authority to vote for anyindividual nominee(s), mark “For AllExcept” and write the number(s) of thenominee(s) on the
line below.0 0 00 0 00 0 00 0 00000460006_1 R1.0.1.18For Withhold For AllAll All ExceptThe Board of Directors recommends you vote
FORthe following:1. Election of DirectorsNominees01) Albion J. Fitzgerald 02) Dr. Nir Barzilai 03) Dr. Pinchas Cohen 04) Jon L.
Stern 05) Steven B. Engle06) Misha Petkevich 07) Dr. Phyllis Gardner 08) David GreenwoodCOHBAR, INC.1455 ADAMS DRIVESUITE 2050MENLO
PARK, CA 94025VOTE BY INTERNET - www.proxyvote.comBefore The Meeting - Go to www.proxyvote.comUse the Internet to transmit your
voting instructions and for electronic delivery ofinformation up until 11:59 P.M. Eastern Time on June 15, 2020. Have your proxy
card inhand when you access the web site and follow the instructions to obtain your records andto create an electronic voting
instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/CWBR2020You may attend the Meeting via the Internet
and also vote during the Meeting. Pleasehave the information that is printed in the box marked by the arrow readily available
andfollow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote
by 11:59 P.M. ETon June 15, 2020. Have your proxy card in hand when you call and then follow theinstructions.VOTE BY MAILMark,
sign and date your proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood,NY 11717.The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against
Abstain2. To ratify the Audit Committee's appointment of Marcum LLP as the Company's independent registered publicaccounting firm
for the year ending December 31, 2020.3. To approve an amendment to the Company's Amended and Restated 2011 Equity Incentive Plan.4.
To approve an amendment to the Company's Third Amended and Restated Certificate of Incorportation.NOTE: To consider and act upon
any other matter which may properly come before the annual meeting or anyadjournment thereof.Please sign exactly as your name(s)
appear(s) hereon. When signing asattorney, executor, administrator, or other fiduciary, please give fulltitle as such. Joint owners
should each sign personally. All holders mustsign. If a corporation or partnership, please sign in full corporate orpartnership
name, by authorized officer.0000460006_2 R1.0.1.18
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement, Shareholder Letter
and Form 10-K are available at www.proxyvote.comCOHBAR, INC.Annual Meeting of ShareholdersJune 16, 2020 10:30 AM, PDTThis proxy
is solicited by the Board of DirectorsThe shareholder(s) hereby appoint(s) Steven Engle and Jeff Biunno, or either of them, as
proxies, each with thepower to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on
thereverse side of this ballot, all of the shares of common stock of COHBAR, INC. that the shareholder(s) is/areentitled to vote
at the Annual Meeting of Shareholders to be held at 10:30 AM, PDT on June 16, 2020, and anyadjournment or postponement thereof.This
proxy, when properly executed, will be voted in the manner directed herein. If no such direction ismade, this proxy will be voted
in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side
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