Item 10. Directors, Executive Officers and Corporate Governance.
The following table contains
the name and age of our executive officers, directors and advisors as of April 23, 2021.
Name
|
|
Age
|
|
Position Held
|
Joshua R. Lamstein
|
|
51
|
|
Chairman and Director
|
Robert J. Gibson, CFA
|
|
41
|
|
Vice Chairman, Secretary, Treasurer, and Director
|
Ashish P. Sanghrajka
|
|
47
|
|
President and Director
|
Aharon Schwartz, Ph.D.
|
|
76
|
|
Senior Scientific Advisor and Executive Chairman - Scopus Israel
|
Ira Scott Greenspan
|
|
62
|
|
Senior Advisor, Director and Executive Committee Chairman
|
David S. Battleman, M.D.
|
|
54
|
|
Director
|
David A. Buckel, CMA
|
|
59
|
|
Director
|
Raphael (“Rafi”) Hofstein, Ph.D
|
|
71
|
|
Director
|
Paul E. Hopper
|
|
64
|
|
Director
|
David Weild IV
|
|
64
|
|
Director
|
David Silberg
|
|
71
|
|
Senior Advisor — Scopus Israel
|
Joshua R.
Lamstein has been a Chairman and a director since our inception. Mr. Lamstein became sole Chairman in October 2020. Since 2014,
Mr. Lamstein has also been Vice Chairman of HCFP and Co-Chairman and Co-Managing Partner of HCFP/Capital Partners. HCFP/Capital
Partners is a co-founder of Scopus. Mr. Lamstein is also a senior officer and/or director of other portfolio companies of
HCFP/Capital Partners, including serving as Co-Chairman of GSP Nutrition Inc., which markets nutritional supplements under
the Sports Illustrated brand name. He also serves as a Venture Partner of a seed-stage venture fund with approximately
$100 million of assets under management. Mr. Lamstein has worked in venture capital and private equity for over
20 years, including as a Managing Director of GF Capital Private Equity Fund, a $240 million middle market private equity
fund, and as a Partner of LMS Capital, a FTSE 250 London Stock Exchange-listed investment trust. Mr. Lamstein initiated the
trust’s presence in San Francisco and Silicon Valley. He began his career in private equity at Apollo Advisors, a global
alternative investment manager now known as Apollo Global Management, Inc. Prior thereto he was an investment banker in New York and
London at Lehman Brothers. Mr. Lamstein has been a member of the board of directors of numerous private and public companies
including, in his capacity as a Venture Partner, the following portfolio companies: Canvs.ai, Feed.fm, Rocksbox and TrueAnthem.
Previously, from 2013 until 2018, Mr. Lamstein was a director of Penske Media Group, a private global media company, as a designee
of the Quadrangle Group, a private equity firm. Mr. Lamstein is also a Senior Advisor to John Snow, Inc. and JSI Research &
Training Institute, Inc., a non-profit global public health management consulting and research organization dedicated to improving
the health of individuals and communities throughout the world. Mr. Lamstein is also on the Board of Trustees of World
Education, Inc., a non-profit organization that provides training and technical assistance in literacy, health and HIV and AIDS
education around the world. We believe Mr. Lamstein is well-qualified to be on our board of directors due to his broad
experience in private equity, venture capital, and investing in and managing early-stage ventures, his widespread relationships in
the private equity and venture capital communities and his knowledge of public healthcare. Mr. Lamstein received his
B.A., with honors, from Colgate University and his M.B.A. from the MIT Sloan School of Management.
Robert J. Gibson,
CFA has been Vice Chairman, Secretary and Treasurer and a director since our inception. Since May 2016,
Mr. Gibson also has been an Executive Vice President of HCFP and Co-Chairman of HCFP/Capital Markets LLC, a middle-market
investment bank. Until joining HCFP, Mr. Gibson was Senior Vice President — Investment Banking, specializing
in biotechnology, biopharmaceutical and specialty pharmaceutical companies, at CRT Capital Group LLC, a middle market investment
bank. Mr. Gibson rejoined CRT in 2014 after having been previously employed at such firm from 2003 to 2008, most recently as a
Vice President — Investment Banking, specializing in healthcare. Mr. Gibson began his career in the
Healthcare Investment Banking Group at Bear, Stearns & Co. Inc. From 2009 to 2014, Mr. Gibson was Senior Vice President,
overseeing healthcare investments, at Balance Point Capital Partners, L.P., a middle market private equity fund, which, together
with a related fund, then had approximately $150 million of assets under management. We believe
Mr. Gibson is well-qualified to be on our board of directors due to his extensive experience in both investment banking and
private equity, including advising, raising capital, and investing in biotechnology, biopharmaceutical specialty pharmaceutical and
other healthcare companies. Mr. Gibson is a Chartered Financial Analyst, or CFA. Mr. Gibson received his B.A., magna cum
laude, from Amherst College.
Ashish P.
Sanghrajka has been our President since August 2019 and became a director in June 2020. For more than
25 years prior to joining us, Mr. Sanghrajka was an investment banker across multiple sectors, with a particular
concentration in biotechnology, biopharmaceuticals, and pharmaceuticals. Most recently, Mr. Sanghrajka was Managing
Director — Equity Capital Markets, at Mizuho Securities USA LLC, the U.S. capital markets affiliate of one of the
world’s largest financial institutions. Prior to joining Mizuho in 2011, Mr. Sanghrajka was a Managing Director in the
United States for Collins Stewart, a leading U.K.-based growth company investment bank, which acquired C.E. Unterberg, Towbin and
subsequently was acquired by Canaccord Financial Inc. From 2002 to 2010, Mr. Sanghrajka was the Managing Partner of BIO-IB, a
boutique investment bank specializing in licensing/partnering and mergers and acquisitions for emerging private and publicly-held
healthcare companies, with an emphasis on biotechnology, biopharmaceuticals and pharmaceuticals. From 1994 to 2002,
Mr. Sanghrajka was an investment banker specializing in healthcare and other growth sectors at ABN Amro Rothschild (including
predecessors ING Barings and Furman Selz). Mr. Sanghrajka has served as a board member of numerous private and public companies
and non-profit organizations, including the Lung Cancer Research Foundation. We believe Mr. Sanghrajka is well-qualified to be
on our board of directors due to his extensive experience in licensing, partnering, mergers and acquisitions and investment banking
and capital markets for biotechnology and biopharmaceutical companies and his extensive relationships with private equity and
venture capital firms and other institutional investors specializing in biotechnology and biopharmaceutical investments.
Mr. Sanghrajka also maintains close relationships with leading Wall Street investment bankers and research analysts
specializing in biotechnology and biopharmaceutical industries. Mr. Sanghrajka received his B.S. in Engineering and Applied
Sciences from the University of Rochester and his Certificate in Finance from the University of Rochester Simon Business School.
Aharon Schwartz,
Ph.D. is a Senior Scientific Advisor to us and Executive Chairman of Scopus BioPharma Israel Ltd, or Scopus Israel. Since 2004,
Dr. Schwartz has been the Chairman of the Board of BioLineRx Ltd. (Nasdaq: “BLRX”), and a director of Foamix
Pharmaceuticals Ltd. (Nasdaq: “FOMX”) and Protalix BioTherapeutics, Inc. (NYSE American: “PLX”), all
publicly-traded biopharmaceutical/specialty pharmaceutical companies. From 1975 to 2011, Dr. Schwartz served in various
management positions at Teva Pharmaceutical Industries Limited (NYSE: “TEVA”), most recently as Vice
President — Head of Teva Innovative Ventures. Dr. Schwartz’s prior positions at Teva included Vice
President — Strategic Business Planning and New Ventures; Vice President — Global Products
Division; Vice President — Copaxone Division; Vice President — Business Development; and Head of
the Pharmaceuticals Division. Dr. Schwartz received his B.Sc. in Chemistry and Physics from Hebrew University, his M.Sc. in
Organic Chemistry from the Technion and his Ph.D. from the Weizmann Institute of Science. Dr. Schwartz also holds an additional
Ph.D. in history and philosophy of science from Hebrew University.
Ira Scott
Greenspan has been a Senior Advisor and director since our inception and Executive Committee Chairman since May 2019.
Mr. Greenspan is Chairman and Chief Executive Officer of HCFP and Co-Chairman and Co-Managing Partner of HCFP/Capital Partners,
and certain other affiliates of HCFP. Each of HCFP and Mr. Greenspan is a co-founder of Scopus. For more than 25 years,
Mr. Greenspan has been a senior executive, partner and/or director of HCFP and its predecessors and related entities, including
having served as Chairman and Co-Managing Partner of HCFP/Brenner Equity Partners, the indirect majority shareholder of HCFP/Brenner
Securities LLC, a middle market investment bank originally founded by former senior executives and directors of Drexel Burnham
Lambert. For more than five years prior to entering the financial services industry, Mr. Greenspan was a corporate and
securities lawyer at leading New York law firms, including as a Partner of the New York predecessor of Blank Rome. He began his law
career at the New York predecessor of Sidley Austin. Mr. Greenspan has been chairman and/or a member of the boards of directors
of numerous public and private companies, most recently including: PAVmed Inc., a publicly-traded multi-product medical device
company (Nasdaq: “PAVM”), of which he was a co-founder and Senior Advisor and/or director from inception in 2014 until
October 2018; Co-Chairman and a director of Global Sports Properties, an owner of a portfolio of sports assets, or GSP;
and an officer, director and/or senior advisor to certain of its affiliates and subsidiaries. Mr. Greenspan worked in the
Branch of Small Issues of the Division of Corporation Finance in the New York Regional Office of the Securities and Exchange
Commission during law school and advised family offices on the then increasing internationalization of securities markets and the
evolving extraterritorial scope of the U.S. securities laws, resulting from both regulatory and judicial action. We believe
Mr. Greenspan is well-qualified to be on our board of directors due to his significant experience advising entrepreneurial
growth companies as both a financial services executive and corporate and securities lawyer, his pioneering role in numerous
innovative corporate finance products and strategies, his role as a founder or founding advisor of numerous private and public
companies, including biopharmaceutical, biotechnology and other medical technology companies, his investment experience with
early-stage companies, his experience as a director of numerous private and publicly-traded companies, and his extensive
relationships in the financial community. Mr. Greenspan received his B.A., with high distinction, from Harpur
College/Binghamton University, where he was elected to Phi Beta Kappa and Pi Sigma Alpha and was the recipient of the University
Foundation Award recognizing him as one the top students in his graduating class. Mr. Greenspan received his J.D. from New York
University School of Law, where he was on the Editorial Board of the Annual Survey of American Law, an honorary law
journal.
David S. Battleman,
M.D. joined us as a director in December 2020 in connection with our IPO. He was a Senior Advisor to us from
November 2019 until his appointment as a director. Since 2012, Dr. Battleman has served as the Founding Principal of
TrueNorth Lifesciences, which provides strategic consulting and financial advisory services relating principally to drug
development, acceleration, optimization and commercialization for early-stage life sciences companies. Dr. Battleman was
previously a Senior Principal in the research and development and commercial strategy practice at IMS Health Holdings, Inc., a
Fortune 500 company providing data and consulting services to the pharmaceutical industry. Prior to joining IMS Health,
Dr. Battleman was a Consultant in the healthcare practice of Bain & Company, a leading management consulting firm, and a
Director at Pfizer Inc. (NYSE: “PFE”), one of the world’s largest pharmaceutical companies with responsibility for
value-based product strategies for various early-stage and established pharmaceutical products. Dr. Battleman was also an
Assistant Professor at Weill Medical College of Cornell University. Dr. Battleman is a director of PAVmed Inc. (Nasdaq:
“PAVM”). We believe Dr. Battleman is well-qualified to serve on our board of directors due to his extensive
experience spanning across academia, the pharmaceutical industry and management consulting, as well as his widespread investor
relationships resulting from advising investors, including family offices and institutions, in connection with biotech-related and
other healthcare investments. Dr. Battleman received his B.A. in Biology from The Johns Hopkins University, his M.D. from the
Weill Medical College of Cornell University, his MSc. from the Harvard T.H. Chan School of Public Health and his M.B.A. from The
Wharton School at the University of Pennsylvania.
David A. Buckel,
CMA joined us as a director in December 2020 in connection with our IPO. He was a Senior Advisor to us from
November 2019 until his appointment as a director. Since 2007, Mr. Buckel has served as President and Managing Director of
BVI Venture Services, an outsourced provider of financial, accounting, management, and other professional services to private and
small public companies. Mr. Buckel serves as a director of SharpSpring, Inc. (Nasdaq: “SHSP”), a publicly-traded
cloud-based marketing technology company, head of the audit committee and a member of the nominating and corporate governance
committees. From 2003 to 2007, Mr. Buckel served as Chief Financial Officer of Internap Network Services Corporation (Nasdaq:
“INAP”), a publicly-traded IT infrastructure services company. Mr. Buckel previously served as an officer, Chief
Financial Officer and/or director of numerous additional private and Nasdaq-listed public companies. We believe Mr. Buckel is
well-qualified to serve on our board of directors due to his broad experience as a board member and Chief Financial Officer of
numerous private and publicly-traded emerging growth companies, his deep knowledge of public accounting and corporate governance,
and his expertise in serving on board committees, especially as a member and/or head of public company audit committees.
Mr. Buckel received his B.S. in Accounting from Canisius College and his M.B.A. from the Syracuse University Martin J. Whitman
School of Management. Mr. Buckel is a Certified Management Accountant.
Raphael
(“Rafi”) Hofstein, Ph.D. joined us as a member of our board of directors in December 2020 in connection
with our IPO. From 2009 to March 2020, Dr. Hofstein was President and Chief Executive Officer of Toronto Innovation
Acceleration Partners, or TIAP. TIAP, formerly named MaRS Innovation, is a consortium of leading universities, teaching hospitals
and other institutions and research institutes with the mandate of identifying life sciences and other technology research from
within the consortium and investing in newly-created or other early-stage ventures organized to advance and commercialize scientific
breakthroughs. Industry partners of TIAP include Amgen, Baxter, GlaxoSmithKlein, Johnson & Johnson, Merck, Pfizer, and Takeda.
Over 50 new life sciences and other healthcare-related companies were launched and/or financed during Dr. Hofstein’s
tenure with TIAP. Dr. Hofstein has been a founder, executive and/or director, including serving as chairman, with a number of
TIAP biopharmaceutical, biotechnology and other healthcare-related portfolio companies, including: Fibrocor Therapeutics, Inc., a
private biotechnology company targeting fibrotic diseases; Encycle Therapeutics Inc., a private biotechnology company which was
acquired for consideration of up to approximately $80 million in 2019 by Zealand Pharma A/S (Nasdaq: “ZEAL”), a
publicly-traded biotechnology company; Notch Therapeutics Inc., a private biotechnology company focused on gene-edited T cell
therapies, which has a strategic partnership with Allogene Therapeutics, Inc. (Nasdaq: “ALLO”), a publicly-traded
biotechnology company; and Triphase Accelerator, a private Toronto-based drug development company which entered into a strategic
partnership with Celgene relating to early-stage oncology assets. From 1990 to 2009, Dr. Hofstein was President and Chief
Executive Officer of Hadasit Ltd., the technology transfer company of Hadassah University Hospital, the teaching hospital of Hebrew
University. Dr. Hofstein also founded and, from 2006 to 2011, was Chairman of Hadasit Bio-Holdings Ltd., a then publicly-traded
holding company for biopharmaceutical and biotechnology companies (TASE: “HDST”). Dr. Hofstein has been a founder,
executive and/or director, including serving as chairman, of subsidiaries and affiliates of Hadasit, including: BioLineRx Ltd.
(Nasdaq: “BLRX”); Exalenz Bioscience Ltd., a TASE-listed company which was acquired by Meridian Bioscience, Inc.
(Nasdaq: “VIVO”); and KAHR Medical Ltd., a private biotechnology company developing immune-oncology therapies. During
this period, Dr. Hofstein was also a Venture Partner at Medica Venture Partners, a leading medical technology venture capital
firm in Israel, and a director of Evogene Ltd., a publicly-traded company on Nasdaq (Nasdaq: “EVGN), and LifeBond Limited
Ltd., which was acquired by C.R. Bard. Previously, Dr. Hofstein was Vice President — Business Development for
Ecogen Inc., a publicly-traded agricultural biotechnology company on Nasdaq until its acquisition by Monsanto, prior to which he was
a Scientific Director for Ecogen in Israel. Dr. Hofstein has also been an officer, director and/or advisor of numerous
not-for-profit life sciences-related entities, including: Centre for Commercialization of Regenerative Medicine, or CCRM, a
public/private consortium supporting the development of gene and cell therapies and regenerative medicine; Life Sciences
Ontario, an organization seeking to advance the life sciences sector in Ontario; and Clinical Trials Ontario, an independent
organization established to advance patient care. Previously, Dr. Hofstein was Scientific Director of Biotechnological
Applications Ltd. and Manager of Research and Development and Chief of Immunochemistry at the International Genetic Scientific
Partnership, both pivotal organizations in the development of Israel’s biotechnology industry. Dr. Hofstein co-founded
the Israel Life Science Industry Organization, or ILSI, and the Israel Tech Transfer Network, or ITTN, both private organizations
seeking to advance the life sciences sector in Israel. We believe Dr. Hofstein is well-qualified to be on our board of
directors due to his broad experience across multiple scientific and medical sectors for numerous public and private
biopharmaceutical, biotechnology and pharmaceutical companies; his role as a founder or member of the founding team for many private
and public biopharmaceutical, biotechnology and other medical technology companies, including in his capacities as Chairman and/or
President and Chief Executive Officer of TIAP and Hadasit; his corporate governance experience gained by serving as a member of
numerous board of directors, including as chairman, and various board committees and his widespread relationships throughout the
biotechnology ecosystem, including entrepreneurs, managers and private equity and venture capital investors on a global basis.
Dr. Hofstein received his B.Sc. in Chemistry and Physics from Hebrew University and his M.Sc. and Ph.D. in Life Sciences and
Chemistry from the Weizmann Institute of Science. Dr. Hofstein was awarded the Chaim Weizmann Post-Doctoral Fellowship and the
Hereditary Disease Foundation Fellowship while completing his post-doctoral training and research in the Department of Neurobiology
at Harvard Medical School.
Paul E.
Hopper has been a director since June 2020 and was also Co-Chairman until October 2020. Mr. Hopper is Executive
Chairman of Chimeric Therapeutics Limited, a CAR-T cell therapy company, which completed an initial public offering and began
trading on the Australian Securities Exchange, or ASX, (ASX: “CHM”), in January 2021. Mr. Hopper has also been a
founder, chairman, senior officer and/or director of other publicly-traded biopharmaceutical companies, including: Imugene Limited,
a clinical-stage immuno-oncology company (ASX: “IMU”); and Viralytics Ltd., an immuno-oncology company targeting
treatments for metastatic melanoma and other cancers, which was publicly-traded on the ASX prior to the company’s sale to
Merck & Co. in 2018 for A$502 million (or approximately US$394 million at the time of sale). Mr. Hopper is
Chairman of the Life Sciences Portfolio Managers Trust. We believe that Mr. Hopper is well-qualified to be on our board of
directors due to his experience as a biotechnology investor, entrepreneur and executive, particularly his experience in identifying
and selecting new medical technologies. Mr. Hopper received a B.A. from the University of New South Wales in Sydney,
Australia.
David Weild
IV joined us as a director in December 2020 in connection with our IPO. He was a Senior Advisor to us from
November 2019 until his appointment as a director. For more than 15 years, Mr. Weild has been Chairman and Chief
Executive Officer of Weild & Co. (including its predecessors), a boutique investment bank focused on emerging growth companies.
From 2008 to 2013, Mr. Weild also served concurrently as Senior Advisor — Capital Markets for Grant Thornton,
a global public accounting firm. From 2000 to 2003, Mr. Weild was Vice Chairman of Nasdaq and served as a member of
Nasdaq’s Executive Committee. For more than 13 years prior to joining Nasdaq, Mr. Weild was an executive of
Prudential Securities Inc., including Head of Corporate Finance, Head of the Global Equities Transaction Group and President of
Prudentialsecurities.com. Mr. Weild is a director of PAVmed Inc. (Nasdaq: “PAVM”) and BioSig Technologies Inc.
(Nasdaq: “BSGM”), both medical technology companies. Mr. Weild is a recognized expert on capital formation and
capital markets structure and co-authored a number of definitive white papers that were key catalysts for new legislation and
regulatory reforms, including the JOBS Act. We believe
Mr. Weild is well-qualified to serve on our board our directors due to his experience serving on the boards of directors of
multiple medical technology companies, including his service on audit committees, extensive expertise in corporate finance, his deep
knowledge and recognized leadership in capital formation and capital markets structure and his widespread relationships in the
financial community. Mr. Weild received his B.A. from Wesleyan University and M.B.A. from New York University Stern School of
Business. Mr. Weild also studied at the Sorbonne, Ecoles des Hautes Etudes Commerciales (HEC Paris) and the Stockholm School of
Economics.
David
Silberg has been a Senior Advisor to us and Scopus Israel since October 2018. Since 2000, Mr. Silberg has served
as Managing Director of Mercator Research Ltd., a business, financial and strategic advisory firm. Until 2009, Mercator Research
served as the representative in Israel for Mercator Capital, a cross-border private equity and investment banking firm.
Mr. Silberg was responsible for developing Mercator’s principal and investment banking activities in Israel, including
business development with Israel’s leading technology companies and venture capital firms. For more than 25 years prior
to founding Mercator, Mr. Silberg held various positions in the Office of the Prime Minister of Israel, reaching the rank of
Head of Directorate, a position equivalent to Brigadier General. While in the Prime Minister’s Office, Mr. Silberg was
responsible for, among other things, high level legal, diplomatic, financial and defense assignments and played an active role in
the peace negotiations between various Israeli Prime Ministers and the Heads of State of certain Arab countries, culminating in the
1994 Middle East peace agreements. In connection with these breakthrough achievements, Mr. Silberg was awarded a Distinction of
Honor from the Israeli Prime Minister’s Office. Mr. Silberg received an LL.B. degree from Tel-Aviv University Law School
and an M.A., with honors, from the Haifa University. Mr. Silberg is also a graduate of the IDF National Defense
College and of the Advanced Management Program of the INSEAD Business School in Fontainebleau, France.
A co-founder of the company,
Morris C. Laster, M.D., previously provided executive services to us pursuant to a management services agreement with Clil Medical Ltd.,
an affiliate of Dr. Laster, or Clil MSA. The Clil MSA was terminated in June 2020. Concurrently, Dr. Laster resigned as Co-Chairman and
a director, but continued to serve in various capacities for the company and its subsidiaries. In each of March and April 2021, Dr. Laster
submitted resignations referencing various positions with the company and its subsidiaries. The company has no current intention of replacing
the Clil MSA with any successor services agreements or arrangements. On April 7, 2021, Dr. Laster filed a Schedule 13D in which he claims
sole beneficial ownership of shares set forth in Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.” Such Schedule 13D further sets forth that Dr. Laster has initiated litigation against us in the Delaware
Court of Chancery with respect to ownership of 3,500,000 shares of our common stock. The company has moved to dismiss this lawsuit
in its entirety. Separate from the foregoing, the company and Dr. Laster do not agree on numerous other matters.
Composition of our Board of Directors
Our board of directors
currently consists of nine members. In accordance with our certificate of incorporation, our board of directors is divided into
three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms
then expire will be elected to serve until the annual meeting that is three years following the election. The terms of the
Class A, Class B and Class C directors expire at the 2021, 2022 and 2023 annual meetings of stockholders, respectively. Our
directors are divided among the three classes as follows:
Class A: David S. Battleman, M.D. and Raphael
Hofstein, Ph.D.
Class B: Paul E. Hopper, Joshua R. Lamstein,
Ashish P. Sanghrajka and David A. Buckel
Class C: Ira Scott Greenspan,
Robert J. Gibson, and David Weild IV
Our certificate of
incorporation provides that the authorized number of directors comprising our board of directors shall be fixed by a majority of the
total number of directors. Any additional directorships resulting from an increase in the number of directors will be distributed
among the classes as nearly equally as possible. Our directors hold office until their successors have been elected and qualified or
until the earlier of their death, resignation or removal. Dr. Lesley Russell, a former director, resigned as a member of our board
of directors in March 2021 for reasons unrelated to the operations, policies, or practices of the company. There are no family
relationships among any of our directors or executive officers.
Director Independence
Drs. Battleman and
Hofstein and Messrs. Buckel, Hopper and Weild is each considered an “independent director” under the Nasdaq listing
rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other
individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the
director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will
have regularly scheduled meetings at which only independent directors are present.
Audit Committee
We maintain an audit committee
of the board of directors, which consists of Messrs. Buckel and Weild and Dr. Hofstein, each of whom is an independent director under
Nasdaq’s listing rules. Mr. Buckel is the Chair of the audit committee. The audit committee’s duties, which are specified
in our Audit Committee Charter, include, but are not limited to:
• reviewing and discussing with
management and the independent auditor the annual audited financial statements, and recommending to the board whether
the audited financial statements should be included in our Form 10-K;
•
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the
preparation of our financial statements;
•
discussing with management major risk assessment and risk management policies;
•
monitoring the independence of the independent auditor;
•
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law;
•
inquiring and discussing with management our compliance with applicable laws and regulations;
•
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and
terms of the services to be performed;
•
appointing or replacing the independent auditor;
•
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management
and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting
controls or reports which raise material issues regarding our financial statements or accounting policies.
Financial
Experts on Audit Committee
The audit committee will at
all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq
listing rules. Nasdaq listing rules define “financially literate” as being able to read and understand fundamental financial
statements, including a company’s balance sheet, income statement and cash flow statement.
In addition, we must certify
to Nasdaq that the audit committee has, and will continue to have, at least one member who has past employment experience in finance or
accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s
financial sophistication. The board of directors has determined that each of Messrs. Buckel and Weild and Dr. Hofstein each qualify as
an “audit committee financial expert,” as defined under rules and regulations of the SEC.
Compensation Committee
We maintain a compensation
committee of the board of directors, which consists of Dr. Hofstein and Mr. Buckel, each of whom is an independent director under Nasdaq’s
listing rules. Dr. Hofstein is the Chair of the compensation committee. The compensation committee’s duties, which are specified
in our Compensation Committee Charter, include, but are not limited to:
•
reviewing and approving on an annual basis the corporate goals and objectives relevant to our executive officers and evaluating our executive
officers’ performance in light of such goals and objectives;
•
reviewing and approving the compensation of all of our executive officers (including through our management services agreements described
below);
•
reviewing our executive compensation policies and plans;
•
implementing and administering our incentive compensation equity-based remuneration plans;
•
assisting management in complying with our proxy statement and annual report disclosure requirements;
•
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers
and employees;
•
if required, producing a report on executive compensation to be included in our annual proxy statement; and
•
reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.
Nominating
Committee
We maintain a nominating committee
of the board of directors, which consists of Mr. Weild and Drs. Battleman and Hofstein, each of whom is an independent director under
Nasdaq’s listing rules. Mr. Weild is the Chair of the nominating committee. The nominating committee is responsible for overseeing
the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by
its members, management, stockholders, investment bankers and others.
The guidelines for selecting
nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
•
should have demonstrated notable or significant achievements in business, education, or public service;
•
should possess the requisite intelligence, education, and experience to make a significant contribution to the board of directors and
bring a range of skills, diverse perspectives, and backgrounds to its deliberations; and
•
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and
integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating
committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that
arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of
board members. The nominating committee does not distinguish among nominees recommended by stockholders and other
persons.
Executive Committee
We maintain an executive
committee of the board of directors, which consists of Messrs. Greenspan, Lamstein and Gibson. Mr. Greenspan is the Chair of the
executive committee. The role of the executive committee includes, but is not limited to, implementing the Board’s fiduciary, strategic,
and other plans, policies, and decisions consistent with the company’s vision, mission, and guiding principles. The executive committee
assists the company in decision making between meetings of the board of directors or in circumstances where the full board of directors
may not be immediately available, and any such decisions will be reviewed at the next regularly scheduled or special board meeting, as
the case may be. The executive committee can act on behalf of the entire board of directors, except with respect to any matters that
(1) are expressly delegated to other committees of the board of directors, (2) are under active review by the board of directors or another
committee of the board of directors, unless the board of directors specifically authorizes such action, or (3) under General Corporation
Law of the State of Delaware, the company’s certificate of incorporation or amended and restated by-laws (“By-laws”),
cannot be delegated by the board of directors to a committee of the board of directors.
Code of Business Conduct and Ethics
We have adopted a code of
business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial
reporting. Our code of business conduct and ethics is available on our website. We expect that any amendments to the code, or any waivers
of its requirements, will be disclosed on our website.
Section 16(a) Reporting
and Other Matters
Section 16(a) of the
Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity
securities to file various reports with the SEC concerning their holdings of, and transactions in, securities we issued. Each such
person is required to provide us with copies of the reports filed. Based on a review of the copies of such forms furnished to us and
other information, we believe that our officers, directors and/or owners of 10% of any class of our registered securities reported
transactions in such securities on a timely basis, except that neither Dr. Laster nor Mr. Hopper has filed an initial Form 3
regarding the ownership of our securities as of the date of this Amendment No. 1.
The board of directors
has determined that the company’s 2021 annual meeting of stockholders (“2021 Annual Meeting”) shall be held on
July 16, 2021. Accordingly, pursuant to the company’s By-laws, in order for stockholder proposals of business and director
nominations (including director nominations under the company’s proxy access by-law) to be presented at the 2021 Annual
Meeting (other than by means of inclusion in the company’s proxy materials under Rule 14a-8 as described below), notice must
delivered to our secretary at the company’s principal executive offices (420 Lexington Avenue, Suite 300, New York, New
York 10170) no later than May 9, 2021, which is 10 days after public disclosure of the date of the 2021 Annual Meeting. In addition,
stockholder proposals intended for inclusion in the company’s proxy statement for the 2021 Annual Meeting pursuant to Rule
14a-8 under the Exchange Act must be delivered to the secretary at the company’s principal executive offices (at the address
provided above) no later than May 14, 2021 (which the company believes is a reasonable time before the company begins to print and
send its proxy materials).
Item 11. Executive Compensation.
Summary Compensation Table
The following table sets forth
the compensation paid or accrued during the fiscal years ended December 31, 2020 and 2019, respectively, to our named executive
officers.
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Compensation(1) (2)
|
|
|
Total
|
|
Joshua R. Lamstein
|
|
|
2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
180,000
|
|
|
$
|
180,000
|
|
Chairman
|
|
|
2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
195,000
|
|
|
$
|
195,000
|
|
Robert J. Gibson
|
|
|
2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
180,000
|
|
|
$
|
180,000
|
|
Vice Chairman
|
|
|
2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
195,000
|
|
|
$
|
195,000
|
|
Ashish P. Sanghrajka
|
|
|
2020
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
600,000
|
|
President
|
|
|
2019
|
|
|
$
|
125,000
|
|
|
$
|
130,000
|
|
|
$
|
397,204
|
|
|
|
—
|
|
|
$
|
652,204
|
|
Ira Scott Greenspan
|
|
|
2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
180,000
|
|
|
$
|
180,000
|
|
Executive Committee Chairman
|
|
|
2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
(1)
|
For additional information relating to compensation matters, see “Narrative to Summary
Compensation Table,” below.
|
(2)
|
From our inception until June 2020, Dr. Laster provided services to us pursuant to the Clil MSA for
compensation as set forth below.
|
Narrative
to Summary Compensation Table
Employment
Agreements, Arrangements or Plans
For 2019 and 2020, the
services of Joshua R. Lamstein, Robert J. Gibson and Ira Scott Greenspan, our Chairman, Vice Chairman and Executive Committee
Chairman, respectively, were provided pursuant to a management services agreement (“MSA”) with HCFP/Portfolio Services
LLC (“Portfolio Services MSA”). Under the Portfolio Services MSA, we pay a monthly management services fee for executive
management, financial and accounting management, general advisory and administrative and other services. We paid or accrued fees
under the Portfolio Services MSA in the amounts of $390,000 and $540,000 in 2019 and 2020, respectively. For such years, we obtained
the services of Dr. Laster pursuant to the Clil MSA providing for a monthly management services fee for services to have been
provided by Dr. Laster and expense reimbursement. Under the Clil MSA, which was terminated in June 2020, the company paid or accrued
fees in the amounts of $300,000 and $128,333 in 2019 and 2020, respectively.
In June 2020, we amended
and restated the employment agreement of Ashish P. Sanghrajka. Under the amended agreement, Mr. Sanghrajka serves as our
President and was appointed as a director, in connection with which he relinquished his role as chief financial officer. The
term of the amended agreement runs through December 31, 2022 and thereafter is subject to annual renewal terms if not otherwise
terminated at the end of the initial term or any renewal term. The amended agreement provides for payment of an annual base salary
of $300,000 for 2020, with increases to $360,000 and $414,000 for the years ended December 31, 2021 and 2022,
respectively. A guaranteed bonus of $300,000 was paid for the year ended December 31, 2020. Guaranteed bonuses of $324,000 and
$372,000 are payable for the years ending December 31, 2021 and 2022, respectively. If renewed thereafter, target bonuses
would be established for Mr. Sanghrajka. Mr. Sanghrajka also can earn bonuses of $500,000 and $1,000,000, half payable in
cash and half payable in shares of our common stock, if the company achieves a market capitalization after one year from the date of
its initial public offering of $250,000,000 and $500,000,000, respectively, measured over a 30 consecutive trading day period. The
amended agreement provides that if Mr. Sanghrajka is terminated without cause or if he terminates the agreement for good
reason, as defined in the amended agreement, Mr. Sanghrajka would receive one year of severance plus a pro-rated bonus, unless such
termination occurs within 90 days from the date of a change of control, in which event he would receive 18 months of severance.
Such amended agreement further provides that if Mr. Sanghrajka is terminated for cause, as defined in the amended agreement, or if
he terminates his employment for any reason other than good reason, as defined in the amended agreement, he would receive
salary and benefits earned and accrued through the date of termination plus reimbursement of any reasonable expenses incurred in
connection with the company’s business that have not already been paid. The amended agreement maintains in effect the
confidentiality and the restrictive covenants set forth in the initial employment agreement.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth
the outstanding equity awards for our named executive officers as of December 31, 2020:
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Option
Exercise Price
($)
|
|
|
Option
Expiration Date
|
Ashish P. Sanghrajka
|
|
|
166,667
|
|
|
|
133,333
|
|
|
$
|
3.00
|
|
|
July 31, 2029
|
We have no outstanding stock awards to any executive officer.
Director Compensation
Each of our non-executive
directors receives annual director fees of $40,000. Audit committee, compensation committee and nominating committee members each receive
an additional annual fee of $5,000. The chair of each of the audit, compensation and nominating committee receives an additional annual
fee of $5,000. Directors who are also executive officers receive no additional compensation for serving as directors. Additionally, in
connection with their initial appointment as directors, we granted each of our non-executive directors an option representing the right
to purchase an aggregate of 100,000 shares exercisable at $5.50 per share, which was our IPO price per share. The options were issued
under our stock plan and vest quarterly in arrears over 36 months. We will also reimburse directors for costs incurred in attending board
and committee meetings.
2018 Equity Incentive Plan
On September 24, 2018, our
board of directors and stockholders adopted our 2018 Equity Incentive Plan, or the stock plan. The stock plan is designed to enable us
to offer our employees, officers, directors, and consultants whose past, present and/or potential contributions to us have been, are or
will be important to our success, an opportunity to acquire a proprietary interest in us. The various types of incentive awards that may
be provided under the stock plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting regulations
and the size and diversity of our business. The stock plan, as amended, reserves 2,400,000 shares of common stock for issuance in accordance
with the stock plan’s terms.
All our officers, directors,
employees, and consultants, as well as those of our subsidiaries, are eligible to be granted awards under the stock plan. An incentive
stock option may be granted under the stock plan only to a person who, at the time of the grant, is an employee of ours or our subsidiaries.
All awards are subject to approval by the board of directors. As of April 23, 2021, 1,200,000 options have been granted under the stock
plan.
Administration
The stock plan is
administered by our board of directors. Subject to the provisions of the stock plan, the board of directors determines, among other
things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares
subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, deferral, surrender,
cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.
Stock Subject to the Plan
Shares of stock subject to
other awards that are forfeited or terminated will be available for future award grants under the stock plan. Shares of common stock that
are surrendered by a holder or withheld by the company as full or partial payment in connection with any award under the stock plan, as
well as any shares of common stock surrendered by a holder or withheld by the company or one of its subsidiaries to satisfy the tax withholding
obligations related to any award under the stock plan, shall not be available for subsequent awards under the stock plan.
Under the stock plan, on a
change in the number of shares of common stock as a result of a dividend on shares of common stock payable in shares of common stock,
common stock forward split or reverse split or other extraordinary or unusual event that results in a change in the shares of common stock
as a whole, the terms of the outstanding award will be proportionately adjusted.
Eligibility
Awards may be granted under
the stock plan to employees, officers, directors, and consultants who are deemed to have rendered, or to be able to render, significant
services to us and who are deemed to have contributed, or to have the potential to contribute, to our success.
Types of Awards
Options. The stock
plan provides both for “incentive” stock options as defined in Section 422 of the Internal Revenue Code (the “Code”)
and for options not qualifying as incentive options, both of which may be granted with any other stock based award under the stock plan.
The board determines the exercise price per share of common stock purchasable under an incentive or non-qualified stock option, which
may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of common stock. However,
the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined voting power of all
classes of stock may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all shares
of common stock with respect to which incentive stock options are exercisable by a participant for the first time during any calendar
year, measured at the date of the grant, may not exceed $100,000 or such other amount as may be subsequently specified under the Code
or the regulations thereunder. An incentive stock option may only be granted within a ten-year period commencing on September 24, 2018
and may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option
granted to a person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all
classes of our stock. Subject to any limitations or conditions the board may impose, stock options may be exercised, in whole or in part,
at any time during the term of the stock option by giving written notice of exercise to us specifying the number of shares of common stock
to be purchased. The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement,
in our securities or in combination of the two.
Generally, stock options
granted under the stock plan may not be transferred other than by will or by the laws of descent and distribution and all stock
options are exercisable during the holder’s lifetime, or in the event of legal incapacity or incompetency, the holder’s
guardian, or legal representative. If the holder is an employee, no stock options granted under the stock plan may be exercised by
the holder unless he or she is employed by us or a subsidiary of ours at the time of the exercise and has been so employed
continuously from the time the stock options were granted. However, in the event the holder’s employment is terminated due to
disability, the holder may still exercise his or her vested stock options for a period of 12 months or such other greater or
lesser period as the board may determine, from the date of termination or until the expiration of the stated term of the stock
option, whichever period is shorter. Similarly, should a holder die while employed by us or a subsidiary of ours, his or her legal
representative or legatee under his or her will may exercise the decedent holder’s vested stock options for a period of
12 months from the date of his or her death, or such other greater or lesser period as the board may determine or until the
expiration of the stated term of the stock option, whichever period is shorter. If the holder’s
employment is terminated due to normal retirement, the holder may still exercise his or her vested stock options for a period of
12 months from the date of termination or until the expiration of the stated term of the stock option, whichever period is
shorter. If the holder’s employment is terminated for any reason other than death, disability or normal retirement, the stock
option will automatically terminate, except that if the holder’s employment is terminated without cause, then the portion of
any stock option that is vested on the date of termination may be exercised for the lesser of three months after termination of
employment, or such other greater or lesser period as the board may determine but not beyond the balance of the stock option’s
term.
Stock Appreciation Rights.
Under the stock plan, stock appreciation rights may be granted to participants who have been, or are being, granted stock options under
the stock plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash
or without regard to the grant of options. A stock appreciation right entitles the holder to receive an amount equal tote excess of the
fair market value of a share of common stock over the grant price of the award which cannot be less than the fair market value of a share
at the time of grant.
Restricted Stock. Under
the stock plan, shares of restricted stock may be awarded either alone or in addition to other awards granted under the stock plan. The
board determines the persons to whom grants of restricted stock are made, the number of shares to be awarded, the price if any to be paid
for the restricted stock by the person receiving the stock from us, the time, or times within which awards of restricted stock may be
subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted
stock awards.
Restricted stock awarded under
the stock plan may not be sold, exchanged, assigned, transferred, pledged, encumbered, or otherwise disposed of, other than to us, during
the applicable restriction period. In order to enforce these restrictions, the stock plan provides that all shares of restricted stock
awarded to the holder remain in our physical custody until the restrictions have terminated and all vesting requirements with respect
to the restricted stock have been fulfilled. Except for the foregoing restrictions, the holder will, even during the restriction period,
have all of the rights of a stockholder, including the right to receive and retain all regular cash dividends and other cash equivalent
distributions as we may designate, pay, or distribute on the restricted stock and the right to vote the shares.
Other Stock-Based Awards.
Under the stock plan, other stock-based awards may be granted, subject to limitations under applicable law, that are denominated or payable
in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent with
the purposes of the stock plan. These other stock-based awards may be in the form of deferred stock awards and stock issued in lieu of
bonuses. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria.
These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the stock plan.
Other Limitations.
The board may not modify or amend any outstanding option or stock appreciation right to reduce the exercise price of such option or stock
appreciation right, as applicable, below the exercise price as of the date of grant of such option or stock appreciation right.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Other
than compensation arrangements, we describe below transactions and series of similar transactions over the two most recently completed
fiscal years, as well as the current fiscal year, to which we were a party or will be a party, in which:
•
The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last
two completed fiscal years; and
•
Any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the
foregoing persons, had or will have a direct or indirect material interest.
Since
inception, the services of our Chairman, Vice Chairman and Executive Committee Chairman have been provided to us pursuant to
the Portfolio Services MSA. These executives commit a significant portion of their business time to us. In connection with the
services provided by our executive officers under the Portfolio Services MSA and pursuant to other arrangements, as set forth below,
such executives are supported by additional personnel of the entities which provide such services. The Portfolio Services MSA, as
amended, provides for a monthly management services fee of $50,000 and a monthly fee for office space and facilities of $3,000. The
aggregate management and office space and facilities fees paid or accrued under the Portfolio Services MSA were $420,000 and
$576,000 in 2019 and 2020, respectively, and $212,000, through April 23, 2021. We are also obligated to reimburse reasonable and
properly documented out-of-pocket expenses. HCFP/Portfolio Services LLC is an affiliate of HCFP Inc. and HCFP LLC, together HCFP.
These entities and other affiliated entities, including HCFP/Strategy Advisors LLC, or Strategy Advisors, HCFP/Direct Investments
LLC, or Direct Investments, and HCFP/Capital Partners, or Capital Partners, are also affiliates of three of our directors. In
addition to our arrangements with Portfolio Services, from time to time, we also obtain specialized strategy advisory services and
we have engaged in other transactions with such entities. We paid an aggregate of $200,000 for such services in 2019. To assist us
with our liquidity requirements, from time to time, HCFP and Direct Investments have invested in our securities, provided us with
cash advances and paid certain expenses to third-parties on our behalf in an aggregate amount of approximately $250,000, of which
$162,000 was invested in our private placements on the same terms as third-party investors in such private placements. Cash advances
and expenses paid on our behalf aggregated approximately $88,000, all of which have been repaid in full as of July 2020. To
further address our liquidity, Portfolio Services agreed to defer some of our payment obligations pursuant to the Portfolio Services
MSA in the aggregate amount of $200,000. In June 2020, Portfolio Services agreed to exchange $200,000 of deferred payments into
$200,000 of our convertible notes and warrants, also on the same terms of unaffiliated investors. Also, in June 2020, an
affiliate of Capital Partners purchased 3,000,000 Series W Warrants, or W Warrants, in exchange for a $1,500,000 note. In addition
to the foregoing amounts, HCFP and certain of its affiliates and related parties, have also invested in us prior to the periods
covered herein. In 2019 and 2020, we retained HCFP/Capital Markets LLC, or Capital Markets, of which an executive officer and
director is an affiliate, to act as placement agent in connection with the sale of our equity and debt securities. We paid Capital
Markets placement fees and other fees and non-accountable expense allowances, in the aggregate, of $113,551 in 2019 and $201,561 in
2020.
Paul E. Hopper, a
director of the company, provided services to us pursuant to a management services agreement with an affiliate of Mr. Hopper. Such
agreement provided for a monthly fee of $12,500 and reimbursement of expenses. Through October 2020, at which time Mr. Hopper
resigned as Co-Chairman, we paid $58,333 under such agreement. In addition, we paid or accrued management services fees pursuant to
the Clil MSA in the amounts of $300,000 and $128,333 in 2019 and 2020, respectively. The company has no current intention of
replacing either of the foregoing management services agreements with any successor services agreements or arrangements. In June 2020, we
entered into an amended and restated employment agreement with our President with terms that are set forth in the Executive
Compensation section of this report. In connection with the acquisition of Bioscience Oncology Pty., Ltd. (“Bioscience
Oncology”), of which Mr. Hopper was Executive Chairman, we paid total consideration and expense reimbursements of $240,000 in
cash, 1,266,667 shares of common stock and 911,343 W Warrants, of which Mr. Hopper received $184,875 in cash, 706,333 shares of our
common stock and 508,193 W Warrants. Mr. Sanghrajka, as a shareholder of Bioscience Oncology, received, as consideration, 190,000
shares of our common stock and 136,702 W Warrants.
Transactions between us and
any of our officers and directors or their respective affiliates are or will be on terms believed by us to be no less favorable to us
than are available from unaffiliated third parties. Our Audit Committee Charter contains our related-party transaction policy, which will
provide policies and procedures for related-party transactions that are consistent with Nasdaq and other accepted corporate governance
standards.