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You are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend
the Special Meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Special 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 Special Meeting, you must obtain a proxy issued in your name from that record holder. |
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| | 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. | | |
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Proposal
Number |
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions |
| |
Effect of Broker
Non-Votes |
|
|
1
|
| |
Approval of the 2024 Plan
|
| | “For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy at the Special Meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) | | |
No effect
|
| |
No effect
|
|
| | |
As of June 17, 2024
(Record Date) |
| |||
Total number of shares of common stock subject to outstanding stock options
|
| | | | | | |
Weighted-average exercise price of outstanding stock options
|
| | | $ | | | |
Weighted-average remaining term of outstanding stock options
|
| | | | years | | |
Total number of shares of common stock subject to outstanding full value awards(1)
|
| | | | | | |
Total number of shares of common stock available for grant under the 2015
Plan |
| | | | | | |
Total number of shares of common stock outstanding
|
| | | | | | |
Per-share closing price of common stock as reported on Nasdaq Stock Market LLC
|
| | | $ | | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Total number of shares of common stock subject to stock
options granted |
| | | | 251,576 | | | | | | 296,969 | | | | | | 673,072 | | |
Total number of shares of common stock subject to full value awards granted
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Weighted-average number of shares of common stock outstanding
|
| | | | 12,508,832 | | | | | | 10,603,974 | | | | | | 7,633,807 | | |
Burn Rate(1)
|
| | | | 2.01% | | | | | | 2.80% | | | | | | 8.82% | | |
Name and Position
|
| |
Number of Shares
|
|
C. Russell Trenary III
President and Chief Executive Officer |
| |
(1)
|
|
Jeff Evanson
Chief Commercial Officer |
| |
(1)
|
|
Terry Dagnon
Former Chief Operations Officer |
| |
(1)(2)
|
|
All current executive officers as a group
|
| |
(1)
|
|
All current directors who are not executive officers as a group
|
| |
430,000 shares per year
|
|
All employees, including all current officers who are not executive officers, as a group
|
| |
(1)
|
|
Name and Position
|
| |
Number of Shares
|
|
C. Russell Trenary III
President and Chief Executive Officer |
| | | |
Jeff Evanson
Chief Commercial Officer |
| | | |
Terry Dagnon
Former Chief Operations Officer |
| | | |
All current executive officers as a group
|
| | | |
All current directors who are not executive officers as a group
|
| | | |
Each associate of any executive officers or current directors
|
| | | |
Each other person who received or is to receive 5% of awards
|
| | | |
All employees, including all current officers who are not executive officers, as a group
|
| | | |
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (a)(#) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights (b)($) |
| |
Number of securities
remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c)(#) |
| |||||||||
Equity compensation plans approved by security holders:
|
| | | | | | | | | | | | | | | | | | |
2011 Stock Incentive Plan
|
| | | | 123 | | | | | | 999.40(1) | | | | | | —(2) | | |
2015 Equity Incentive Plan
|
| | | | 1,232,774 | | | | | | 28.72(3) | | | | | | 870,754(4) | | |
2016 Employee Stock Purchase Plan
|
| | | | — | | | | | | — | | | | | | 36,407(5) | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 1,232,897 | | | | | | — | | | | | | 907,161 | | |
| | |
Common Stock
|
| |||||||||
Name of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
%
|
| ||||||
Five Percent Stockholders (other than directors and officers): | | | | | | | | | | | | | |
GMS Ventures and Investments(1)
|
| | | | 9,266,645 | | | | | | | | |
Syntone Ventures, LLC(2)
|
| | | | 2,776,867 | | | | | | | | |
Entities affiliated with Great Point Partners LLC(3)
|
| | | | 2,231,324 | | | | | | 9.9% | | |
Tang Capital Partners, LP(4)
|
| | | | 2,215,851 | | | | | | 9.9% | | |
Armistice Capital, LLC(5)
|
| | | | 1,785,712 | | | | | | | | |
Entities affiliated with Sphera(6)
|
| | | | 1,458,192 | | | | | | | | |
Velan Capital Master Fund LP(7)
|
| | | | 1,250,000 | | | | | | | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
C. Russell Trenary III, Director, President and Chief Executive Officer(8)
|
| | | | | | | | | | | | |
Jeff Evanson, Chief Commercial Officer(9)
|
| | | | | | | | | | | | |
Ralph H. “Randy” Thurman, Executive Chairman(10)
|
| | | | | | | | | | | | |
Gerd Auffarth, M.D., Director(11)
|
| | | | | | | | | | | | |
Julian Gangolli, Director(12)
|
| | | | | | | | | | | | |
Yezan Haddadin, Director(13)
|
| | | | | | | | | | | | |
Kurt J. Hilzinger, Director(14)
|
| | | | | | | | | | | | |
Andong Huang, Director(15)
|
| | | | | | | | | | | | |
| | |
Common Stock
|
| |||
Name of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
%
|
|
Lawrence A. Kenyon, Director, Chief Financial Officer, Treasurer and Corporate Secretary(16)
|
| | | | | | |
Faisal G. Sukhtian, Director(17)
|
| | | | | | |
Julia A. Haller Director(18)
|
| | | | | | |
All executive officers and directors as a group (11 persons)
|
| | | | | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total
($) |
| ||||||||||||||||||
C. Russell Trenary III
President and Chief Executive Officer |
| | | | 2023 | | | | | | 600,000 | | | | | | — | | | | | | 1,147,963(3) | | | | | | 10,899 | | | | | | 1,758,862 | | |
| | | 2022 | | | | | | 600,000 | | | | | | 195,462 | | | | | | 513,650 | | | | | | 24,068 | | | | | | 1,333,179 | | | ||
Jeff Evanson
Chief Commercial Officer |
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 267,025(4) | | | | | | 1,170 | | | | | | 718,195 | | |
| | | 2022 | | | | | | 353,077 | | | | | | — | | | | | | 966,730 | | | | | | 89,154 | | | | | | 1,408,961 | | | ||
Terry Dagnon(5)
Former Chief Operations Officer |
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 267,025(4) | | | | | | 11,358 | | | | | | 728,383 | | |
| | | 2022 | | | | | | 353,077 | | | | | | — | | | | | | 966,730 | | | | | | 114,148 | | | | | | 1,433,955 | | |
| | |
Option Awards
|
| |||||||||||||||||||||||||||||||||
| | |
Grant date
|
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Equity incentive
plan awards: Number of securities underlying unexercised unearned options (#) |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| ||||||||||||||||||
C. Russell Trenary III
|
| | | | 07/06/2021 | | | | | | 108,332 | | | | | | 91,668(2) | | | | | | — | | | | | | 48.40 | | | | | | 07/06/2031 | | |
| | | 12/21/2021 | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | 28.80 | | | | | | 12/21/2031 | | | ||
| | | 04/17/2023 | | | | | | — | | | | | | 12,857(3) | | | | | | — | | | | | | 21.60 | | | | | | 04/17/2033 | | |
| | |
Option Awards
|
| |||||||||||||||||||||||||||||||||
| | |
Grant date
|
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Equity incentive
plan awards: Number of securities underlying unexercised unearned options (#) |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| ||||||||||||||||||
Jeff Evanson
|
| | | | 12/21/2021 | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 28.80 | | | | | | 12/21/2031 | | |
| | | 12/21/2021 | | | | | | 17,500 | | | | | | 22,500(4) | | | | | | — | | | | | | 28.80 | | | | | | 12/21/2031 | | | ||
| | | 04/17/2023 | | | | | | — | | | | | | 9,607(3) | | | | | | — | | | | | | 21.60 | | | | | | 07/17/2033 | | | ||
Terry Dagnon
|
| | | | 12/21/2021 | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 28.80 | | | | | | 12/21/2031 | | |
| | | 12/21/2021 | | | | | | 17,500 | | | | | | 22,500(4) | | | | | | — | | | | | | 28.80 | | | | | | 12/21/2031 | | | ||
| | | 04/17/2023 | | | | | | — | | | | | | 9,607(3) | | | | | | — | | | | | | 21.60 | | | | | | 07/17/2033 | | |
Name
|
| |
Fees Earned or
Paid in Cash(1) ($) |
| |
Option
Awards(2)(3) ($) |
| |
Total
($) |
| |||||||||
Randy Thurman
|
| | | $ | 207,500 | | | | | | 35,000 | | | | | $ | 242,500 | | |
Gerd Auffarth
|
| | | | 44,000 | | | | | | 35,000 | | | | | | 79,000 | | |
Julian Gangolli
|
| | | | 77,500 | | | | | | 35,000 | | | | | | 112,500 | | |
Kurt Hilzinger
|
| | | | 60,000 | | | | | | 35,000 | | | | | | 95,000 | | |
Yezan Haddadin
|
| | | | 75,000 | | | | | | 35,000 | | | | | | 110,000 | | |
Andong Huang
|
| | | | 40,000 | | | | | | 35,000 | | | | | | 75,000 | | |
Faisal G. Sukhtian
|
| | | | 78,000 | | | | | | 35,000 | | | | | | 113,000 | | |
Julia A. Haller
|
| | | | 44,000 | | | | | | 35,000 | | | | | | 79,000 | | |
Board Committee
|
| |
Chairperson
Fee |
| |
Member
Fee |
| ||||||
Audit Committee
|
| | | $ | 15,000 | | | | | $ | 7,500 | | |
Compensation Committee
|
| | | | 10,000 | | | | | | 5,000 | | |
Nominating and Corporate Governance Committee
|
| | | | 8,000 | | | | | | 4,000 | | |
Executive Committee
|
| | | | — | | | | | | 30,000 | | |
| | |
Option awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant date
|
| |
Number of
options granted |
| |
Grant date
fair value ($) |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |||||||||||||||
Kurt Hilzinger
|
| | | | 10/5/2022 | | | | | | 2,879 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Yezan Haddadin
|
| | | | 10/5/2022 | | | | | | 3,599 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Faisal Sukhtian
|
| | | | 10/5/2022 | | | | | | 3,743 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Julian Gangolli
|
| | | | 10/5/2022 | | | | | | 3,719 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Gerd Auffarth
|
| | | | 10/5/2022 | | | | | | 2,111 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Andong Huang
|
| | | | 10/5/2022 | | | | | | 1,919 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Julia A. Haller
|
| | | | 10/5/2022 | | | | | | 2,111 | | | | | | 20.80 | | | | | | 25.00 | | | | | | 10/5/2032 | | |
Year(1)
|
| |
Summary
Compensation Table Total for PEO(2) |
| |
Compensation
Actually Paid to PEO(3) |
| |
Average
Summary Compensation Table Total for Non-PEO NEOs(4) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs(5) |
| |
Value of
Initial Fixed $100 Investment Based On Total Shareholder Return(6) |
| |
Net Income
(Loss)(7) |
| ||||||||||||||||||
2023
|
| | | $ | 1,758,862 | | | | | $ | (952,353) | | | | | $ | 723,289 | | | | | $ | 6,711 | | | | | $ | 10 | | | | | $ | (58,982,668) | | |
2022
|
| | | $ | 1,333,179 | | | | | $ | (3,834,604) | | | | | $ | 1,421,458 | | | | | $ | 1,422,428 | | | | | $ | 56 | | | | | $ | (66,052,264) | | |
Year
|
| |
Reported
Summary Compensation Table Total for PEO |
| |
Reported
Value of Equity Awards(a) |
| |
Equity
Award Adjustments(b) |
| |
Compensation
Actually Paid to PEO |
| ||||||||||||
2023
|
| | | $ | 1,758,862 | | | | | $ | (1,147,963) | | | | | $ | (1,563,252) | | | | | $ | (952,353) | | |
2022
|
| | | $ | 1,333,179 | | | | | $ | (513,650) | | | | | $ | (1,135,033) | | | | | $ | (3,834,604) | | |
Year
|
| |
Fair Value of
Current Year Equity Awards at Year End |
| |
Fair Value of
Prior Years’ Equity Awards Unvested at Year End |
| |
Fair Value as of
Vesting Date of Current Year Equity Awards |
| |
Change in
Fair Value of Prior Years’ Equity Awards that Vested in the Year |
| |
Fair Value
at the End of the Prior Year of Prior Year Equity Awards that Failed to Meet Vesting Conditions in the Year |
| |
Dollar
Value of Dividends or other Earnings Paid during the Year on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
| |
Total Equity
Award Adjustments |
| |||||||||||||||||||||
2023
|
| | | $ | — | | | | | $ | 43,611 | | | | | $ | (1,482,449) | | | | | $ | (124,414) | | | | | $ | — | | | | | $ | — | | | | | $ | (1,563,252) | | |
2022
|
| | | $ | 841,300 | | | | | $ | — | | | | | $ | (2,558,219) | | | | | $ | (1,177,664) | | | | | $ | 1,759,550 | | | | | $ | — | | | | | $ | (1,135,033) | | |
Year
|
| |
Average
Reported Summary Compensation Table Total for Non-PEO NEOs |
| |
Average
Reported Value of Equity Awards |
| |
Average Equity
Award Adjustments(a) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs |
| ||||||||||||
2023
|
| | | $ | 723,289 | | | | | $ | (267,025) | | | | | $ | (449,553) | | | | | $ | 6,711 | | |
2022
|
| | | $ | 1,421,458 | | | | | $ | (966,730) | | | | | $ | 967,700 | | | | | $ | 1,422,428 | | |
Year
|
| |
Average
Fair Value of Current Year Equity Awards at Year End |
| |
Average
Change in Fair Value of Prior Years’ Equity Awards/ Unvested at Year End |
| |
Average
Fair Value as of Vesting Date of Current Year Equity Awards |
| |
Average
Change in Fair Value of Prior Years’ Equity Awards that Vested in the Year |
| |
Average
Fair Value at the End of the Prior Year of Prior Year Equity Awards that Failed to Meet Vesting Conditions in the Year |
| |
Average
Dollar Value of Dividends or other Earnings Paid during the Year on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
| |
Average
Total Equity Award Adjustments |
| |||||||||||||||||||||
2023
|
| | | $ | — | | | | | $ | 32,587 | | | | | $ | (379,707) | | | | | $ | (102,433) | | | | | $ | — | | | | | $ | — | | | | | $ | (449,553) | | |
2022
|
| | | $ | 168,260 | | | | | $ | 799,440 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 967,700 | | |