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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d)
On June 6, 2019, our Board of Directors (the “Board”) appointed Jake R. Nunn and Simos Simeonidis, Ph.D., to the Board, to serve until our next
annual meeting of stockholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Concurrently with their appointment to the Board, the Compensation Committee of
the Board determined that each of Mr. Nunn and Dr. Simeonidis is an “Eligible Director” as that term is defined in our
Non-Employee
Director Compensation Policy, attached as Exhibit 10.4 to
our Annual Report on Form
10-K
filed with the Securities and Exchange Commission (“SEC”) on March 3, 2017. Accordingly, on June 6, 2019, Mr. Nunn and Dr. Simeonidis each became a
participant in our
Non-Employee
Director Compensation Policy (“Compensation Policy”) but did not receive the stock award that is typically granted upon appointment to each newly appointed director
under the Compensation Policy. Both Mr. Nunn and Dr. Simeonidis have also entered into our standard form of indemnification agreement, the form of which is attached as Exhibit 10.1 to our Registration Statement on Form
S-1,
as amended (File
No. 333-183384),
originally filed with the SEC on August 17, 2012.
Concurrently with their appointment to the Board, Mr. Nunn was appointed to the Audit Committee of the Board and Dr. Simeonidis was appointed to the
Nominating and Corporate Governance Committee of the Board.
As previously disclosed in our Current Report on Form
8-K
filed with the SEC on May 9, 2019, on May 3, 2019, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and other accredited investors,
including entities affiliated with Sarissa Capital Management LP (“Sarissa Capital”) and entities affiliated with New Enterprise Associates (“NEA”), pursuant to which we agreed to sell and issue shares of our common stock
(“Common Stock”), shares of our newly designated
non-voting
convertible preferred stock, and warrants to purchase Common Stock, in up to two closings, in a private placement transaction.
Dr. Simeonidis is a Partner at Sarissa Capital. Mr. Nunn is an advisor to NEA.
At an initial closing under the Purchase Agreement that occurred on
May 7, 2019 (the “Initial Closing”), we sold and issued to entities affiliated with Sarissa Capital an aggregate of 1,851,851 shares of Common Stock and accompanying warrants to purchase up to an aggregate of 1,851,851 shares of
Common Stock at a combined purchase price of $1.205 per share. Total gross proceeds received from Sarissa Capital from the Initial Closing were approximately $2.2 million, which does not include any proceeds that may be received upon exercise
of the warrants.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which
is filed as Exhibit 10.1 to our Current Report on Form
8-K
filed with the SEC on May 9, 2019.