05/09/2024 | Press release | Distributed by Public on 05/09/2024 11:03
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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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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under Section 240.14a-12
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VERU INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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To elect six members to the Board of Directors, the names of whom are set forth in the accompanying proxy statement, to serve until the 2025 Annual Meeting of Shareholders.
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2.
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To consider and act upon a proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the proposals or to obtain a quorum for the meeting.
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3.
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To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.
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By Order of the Board of Directors,
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Michael J. Purvis
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Secretary
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Section
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Page No.
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General Information
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1
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Proxies and Voting Procedures
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1
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Shareholders Entitled to Vote
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2
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Quorum; Required Vote
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2
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Proposal 1: Election of Directors
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3
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Nominees for Election as Directors
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3
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Directors Meetings and Committees
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6
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Directors and Director Attendance
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6
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Audit Committee
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6
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Compensation Committee
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6
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Nominating and Corporate Governance Committee
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7
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Charters of Committees
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7
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Corporate Governance Matters
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8
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Director Independence
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8
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Board Leadership Structure
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8
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The Board's Role in Risk Oversight
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8
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Board Self-Assessments
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8
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Director Nominations
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8
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Board Diversity Matrix
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10
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Communications between Shareholders and the Board of Directors
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10
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Code of Business Ethics
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10
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Hedging Policy
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10
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Audit Committee Matters
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11
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Report of the Audit Committee
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11
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Independent Registered Public Accounting Firm
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11
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Audit Committee Financial Expert
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12
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Executive Officers
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13
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Security Ownership
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14
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Delinquent Section 16(a) Reports
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15
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Executive Compensation
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16
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Summary Compensation Table
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16
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Equity Awards
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16
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Employment Agreements
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17
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Compensation Clawback Policy
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19
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Pay Versus Performance
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20
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Director Compensation and Benefits
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21
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Overview
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21
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Director Summary Compensation Table
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21
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Certain Relationships and Related Transactions
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22
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Proposal 2: Approval of Adjournment Proposal
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23
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Equity Compensation Plan Information
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24
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Proposals for 2025 Annual Meeting
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24
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Annual Report
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25
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Expenses of Solicitation
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25
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Audit
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Compensation
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Nominating and
Corporate
Governance
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Number of Meetings:
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5
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3
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2
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Name of Member:
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Mario Eisenberger, M.D.
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X
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X*
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Michael L. Rankowitz
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X
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X*
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X
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Grace Hyun
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X
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X
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Lucy Lu
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X*
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X
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(1)
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Mario Eisenberger, M.D.
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(2)
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Michael L. Rankowitz
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(3)
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Grace Hyun, M.D.
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(4)
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Lucy Lu, M.D.
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•
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personal integrity and high ethical character;
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•
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professional excellence;
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•
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accountability and responsiveness;
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•
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absence of conflicts of interest;
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•
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fresh intellectual perspectives and ideas; and
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•
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relevant expertise and experience and the ability to offer advice and guidance to management based on that expertise and experience.
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Board Diversity Matrix (As of April 29, 2024)
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Total Number of Directors
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6
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Female
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Male
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Non-Binary
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Gender
Undisclosed
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Gender:
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Number of directors based on gender identity
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2
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4
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Demographic Background
Number of directors who identify in any of the categories below:
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African American or Black
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Alaskan Native or Native American
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Asian
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2
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Hispanic or Latinx
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Native Hawaiian or Pacific Islander
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White
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4
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Two or More Races or Ethnicities
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LGBTQ+
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Did Not Disclose Demographic Background
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•
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reviewed and discussed our audited financial statements for the fiscal year ended September 30, 2023 included in the original Form 10-K filed on December 8, 2023 and in the Form 10-K/A filed on April 1, 2024, with our management and with our independent registered public accounting firm;
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•
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discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and
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•
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received and discussed with our independent registered public accounting firm the written disclosures and the letter from our independent registered public accounting firm 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.
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Service Type
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Fiscal 2023
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Fiscal 2022
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Audit Fees(1)
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$625,800
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$534,900
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Audit-Related Fees
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-
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-
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Tax Fees(2)
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$112,700
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$188,900
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All Other Fees
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-
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-
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Total Fees
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$738,500
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$723,800
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(1)
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Consists of fees for the audit of the Company's consolidated financial statements for the years ended September 30, 2023 and 2022, review of financial information included in the Company's quarterly reports on Form 10-Q for fiscal 2023 and fiscal 2022, fees for the statutory audits of the foreign entities and consents and assistance with documents filed by the Company with the SEC.
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(2)
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Consists of fees relating to the preparation of the Company's corporate income tax returns and related informational filings, review of foreign tax structuring and preparation of foreign income tax returns.
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Name
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Age
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Position
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Michele Greco
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65
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Chief Financial Officer and Chief Administrative Officer of the Company
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K. Gary Barnette
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57
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Chief Scientific Officer of the Company
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Common Stock
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Name and Address of Beneficial Owner(1)
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Number
of Shares
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Percent of Class
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Certain Principal Shareholders:
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Adage Capital Partners LP(2)
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13,722,222
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9.4%
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Millennium Management LLC(3)
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7,600,502
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5.2%
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Directors, Nominees and Executive Officers:
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Mitchell S. Steiner, M.D., F.A.C.S.(4)
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9,858,055
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6.6%
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Harry Fisch, M.D., F.A.C.S.(5)
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8,992,320
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6.1%
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Mario Eisenberger, M.D.(6)
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260,001
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*
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Michael L. Rankowitz(7)
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415,001
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*
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Lucy Lu, M.D.(8)
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159,801
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*
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Grace Hyun, M.D.(9)
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143,125
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*
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K. Gary Barnette(10)
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1,043,510
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*
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Michele Greco(11)
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1,261,307
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*
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All directors and executive officers, as a group (8 persons)(12)
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22,133,120
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14.5%
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*
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Less than 1 percent.
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(1)
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Unless otherwise indicated, the address of each beneficial owner is 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.
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(2)
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Adage Capital Partners, L.P. ("ACP"), Adage Capital Partners GP, L.L.C. ("ACPGP"), Adage Capital Management, L.P. ("ACM"), Robert Atchinson ("Mr. Atchinson"), and Phillip Gross ("Mr. Gross"), 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116, filed a Schedule 13G on December 26, 2023 reporting that they beneficially owned 13,722,222 shares of Common Stock. ACP directly holds 13,722,222 shares of Common Stock. ACPGP is the general partner of ACP. ACM is the investment manager of ACP. Mr. Atchinson and Mr. Gross are managing members of entities that indirectly control ACP.
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(3)
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Millennium Management LLC ("Millennium"), Millennium Group Management LLC ("MGM"), and Israel A. Englander ("Mr. Englander"), 399 Park Avenue, New York, New York 10022, filed a Schedule 13G on April 24, 2024 reporting that they beneficially owned 7,600,502 shares of Common Stock, with shared voting and dispositive power over all of such shares. The shares disclosed in the Schedule 13G are held by entities subject to voting control and investment discretion by Millennium and/or other investment managers that may be controlled by MGM (the managing member of Millennium) and Mr. Englander (the sole voting trustee of the managing member of MGM).
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(4)
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Consists of (a) 7,184,767 shares of Common Stock owned directly by Dr. Steiner, (b) 144,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner's adult children of which Dr. Steiner is the trustee, and (c) 2,529,288 shares of Common Stock subject to stock options.
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(5)
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Consists of (a) 222,881 shares of Common Stock held directly by Dr. Fisch, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 989,199 shares of Common Stock subject to stock options.
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(6)
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Consists of 260,001 shares of Common Stock subject to stock options.
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(7)
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Consists of (a) 100,000 shares of Common Stock owned directly by Mr. Rankowitz and (b) 315,001 shares of Common Stock subject to stock options.
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(8)
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Consists of (a) 9,800 shares of Common Stock owned directly by Dr. Lu and (b) 150,001 shares of Common Stock subject to stock options.
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(9)
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Consists of (a) 14,790 shares of Common Stock owned directly by Dr. Hyun and (b) 128,335 shares of Common Stock subject to stock options.
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(10)
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Consists of 1,043,510 shares of Common Stock subject to stock options.
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(11)
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Consists of (a) 96,178 shares of Common Stock owned directly by Ms. Greco and (b) 1,261,307 shares of Common Stock subject to stock options.
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(12)
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Includes (a) 144,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner's adult children of which Dr. Steiner is the trustee, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 6,580,464 shares of Common Stock subject to stock options.
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Name and Principal Position
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Year
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Salary
|
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Bonus(1)
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Option
Awards(2)
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Nonequity Incentive
Plan Compensation(3)
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All Other
Compensation(4)
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Total
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Mitchell S. Steiner,
Chairman, President and Chief Executive Officer
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2023
|
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$865,524
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| |
-
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$3,828,717
|
| |
-
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$19,800
|
| |
$4,714,041
|
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2022
|
| |
$760,735
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$15,000
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$4,576,284
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$725,962
|
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$18,300
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$6,096,281
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Michele Greco,
Chief Financial Officer and Chief Administrative Officer
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2023
|
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$473,903
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| |
-
|
| |
$1,051,443
|
| |
-
|
| |
$19,800
|
| |
$1,545,146
|
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2022
|
| |
$445,833
|
| |
$5,000
|
| |
$1,572,438
|
| |
$213,224
|
| |
$18,300
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| |
$2,254,795
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K. Gary Barnette,
Chief Scientific Officer
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2023
|
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$656,471
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| |
-
|
| |
$1,010,298
|
| |
-
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| |
$19,800
|
| |
$1,686,569
|
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2022
|
| |
$553,817
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| |
$15,000
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| |
$2,462,115
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$317,029
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$18,300
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$3,366,201
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(1)
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Cash bonus awarded in fiscal 2022 to certain employees in recognition of the Company's completion of the Phase 3 clinical trial evaluating sabizabulin as a treatment in certain hospitalized COVID-19 patients.
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(2)
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We have used equity incentive compensation in the form of grants of stock options subject to time-based vesting criteria to further achieve our goals of aligning our shareholders' interests with those of our named executive officers and to promote our executive retention objectives. The amount in this column equals the grant date fair value of the award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 718. Assumptions used in the calculation of the grant date fair value are included in Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 8, 2023, as amended by the Form 10-K/A.
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(3)
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The Company has an annual incentive bonus program which provides participating named executive officers with the opportunity to receive annual payouts in cash and/or options to purchase shares of Common Stock. Participants are eligible to receive payouts upon achievement of corporate goals and individual goals. Corporate goals for fiscal 2022 and fiscal 2023 included specific objectives relating to general corporate matters, product development for our drug candidates and our FC2 and (as to fiscal 2022) ENTADFI businesses. Payouts are equal to each participant's target amount multiplied by the weighted percentage achievement of the corporate goals and the participant's individual goals. All of the payout for fiscal 2022 to all executive officers was made in cash. None of the executive officers earned an incentive payout for fiscal 2023.
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(4)
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The amount of "All Other Compensation" consists of matching contributions by the Company under the Company's retirement plan for its employees.
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Option Awards
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Name
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Number of Shares Underlying
Unexercised Options
|
| |
Option Exercise
Price
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Option
Expiration Date
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|||
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Exercisable
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Unexercisable
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Mitchell S. Steiner
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350,000
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-
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$1.20
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8/2/2027
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188,419
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-
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$1.22
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12/14/2027
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210,800
|
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-
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| |
$1.89
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5/2/2028
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125,802
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-
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$1.38
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12/11/2028
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215,600
|
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-
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| |
$1.60
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| |
5/13/2029
|
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350,000
|
| |
-
|
| |
$1.92
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| |
11/14/2029
|
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40,000
|
| |
-
|
| |
$2.75
|
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11/13/2030
|
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240,000
|
| |
120,000(1)
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| |
$2.75
|
| |
11/13/2030
|
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120,000
|
| |
240,000(2)
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| |
$8.35
|
| |
11/3/2031
|
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100,000
|
| |
200,000(3)
|
| |
$11.21
|
| |
4/22/2032
|
||
|
-
|
| |
372,000(4)
|
| |
$11.46
|
| |
11/2/2032
|
||
|
-
|
| |
374,000(5)
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| |
$1.37
|
| |
5/9/2033
|
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Michele Greco
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15,000
|
| |
-
|
| |
$1.82
|
| |
4/4/2026
|
|
44,792
|
| |
-
|
| |
$1.20
|
| |
8/2/2027
|
||
|
105,208
|
| |
-
|
| |
$1.05
|
| |
12/4/2027
|
||
|
78,508
|
| |
-
|
| |
$1.22
|
| |
12/14/2027
|
||
|
90,000
|
| |
-
|
| |
$1.89
|
| |
5/2/2028
|
||
|
83,025
|
| |
-
|
| |
$1.38
|
| |
12/11/2028
|
||
|
92,100
|
| |
-
|
| |
$1.60
|
| |
5/13/2029
|
||
|
114,903
|
| |
-
|
| |
$1.92
|
| |
11/14/2029
|
||
|
94,800
|
| |
-
|
| |
$1.92
|
| |
11/14/2029
|
||
|
116,359
|
| |
-
|
| |
$2.75
|
| |
11/13/2030
|
||
|
73,000
|
| |
36,500(1)
|
| |
$2.75
|
| |
11/13/2030
|
||
|
42,800
|
| |
85,600(2)
|
| |
$8.35
|
| |
11/3/2031
|
||
|
33,334
|
| |
66,666(3)
|
| |
$11.21
|
| |
4/22/2032
|
||
|
-
|
| |
102,000(4)
|
| |
$11.46
|
| |
11/2/2032
|
||
|
-
|
| |
104,000(5)
|
| |
$1.37
|
| |
5/9/2033
|
||
K. Gary Barnette
|
| |
300,000
|
| |
-
|
| |
$1.87
|
| |
9/4/2028
|
|
99,000
|
| |
-
|
| |
$1.60
|
| |
5/13/2029
|
||
|
105,000
|
| |
-
|
| |
$1.92
|
| |
11/14/2029
|
||
|
137,808
|
| |
-
|
| |
$1.92
|
| |
11/14/2029
|
||
|
75,000
|
| |
37,500(1)
|
| |
$2.75
|
| |
11/13/2030
|
||
|
44,934
|
| |
89,866(2)
|
| |
$8.35
|
| |
11/3/2031
|
||
|
66,667
|
| |
133,333(3)
|
| |
$11.21
|
| |
4/22/2032
|
||
|
-
|
| |
98,000(4)
|
| |
$11.46
|
| |
11/2/2032
|
||
|
-
|
| |
100,000(5)
|
| |
$1.37
|
| |
5/9/2033
|
(1)
|
Options for the shares vest on November 13, 2023.
|
(2)
|
Options for one-half of the shares vest on each of November 3, 2023 and November 3, 2024.
|
(3)
|
Options for one-half of the shares vest on each of April 22, 2024 and April 22, 2025.
|
(4)
|
Options for one-third of the shares vest on each of November 2, 2023, November 2, 2024 and November 2, 2025.
|
(5)
|
Options for one-third of the shares vest on each of May 9, 2024, May 9, 2025 and May 9, 2026.
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Year
|
| |
Summary
Compensation
Table Total for
PEO(1&2)
|
| |
Compensation
Actually Paid to
PEO(1&3)
|
| |
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1&2)
|
| |
Average
Compensation
Actually Paid to
Non-PEO
NEOs(1&3)
|
| |
Value of Initial
Fixed $100
Investment
Based On
Total
Shareholder
Return(4)
|
| |
Net Loss
(thousands)(5)
|
2023
|
| |
$4,714,041
|
| |
$(5,951,853)
|
| |
$1,615,858
|
| |
$(2,144,042)
|
| |
$8.44
|
| |
$(93,089)
|
2022
|
| |
$6,096,281
|
| |
$9,344,904
|
| |
$3,264,086
|
| |
$4,502,064
|
| |
$135.05
|
| |
$(83,776)
|
1
|
The Company's Principal Executive Officer (PEO) and Named Executive Officers (NEOs) included in these columns reflect the following:
|
Year
|
| |
PEO
|
| |
Non-PEO NEOs
|
2023
|
| |
Mitchell Steiner
|
| |
Michele Greco and K. Gary Barnette
|
2022
|
| |
Mitchell Steiner
|
| |
K. Gary Barnette and Harry Fisch
|
2
|
Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year.
|
3
|
The following table details the adjustment to the Summary Compensation Table Total Pay for our PEO and the average for our other NEOs, to determine "compensation actually paid", as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year.
|
| |
PEO
|
| |
NEO Average
|
|||||||
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
|
Summary Compensation Table Total
|
| |
$4,714,041
|
| |
$6,096,281
|
| |
$1,615,858
|
| |
$3,264,086
|
Less: Reported Fair Value of Equity Awards(a)
|
| |
(3,828,717)
|
| |
(4,576,284)
|
| |
(1,030,871)
|
| |
(2,457,638)
|
Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(b)
|
| |
301,459
|
| |
6,017,474
|
| |
81,813
|
| |
3,037,247
|
Add: Fair Value of Equity Awards Granted in the Year that Vested in the Year(b)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b)
|
| |
(1,999,699)
|
| |
674,112
|
| |
(761,211)
|
| |
318,334
|
Add: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(b)
|
| |
(5,138,937)
|
| |
1,133,321
|
| |
(2,049,631)
|
| |
340,035
|
Less: Fair Value at end of Prior Year of Equity Awards Granted in Prior Years that Forfeited During the Year(b)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Compensation Actually Paid
|
| |
$(5,951,853)
|
| |
$9,344,904
|
| |
$(2,144,042)
|
| |
$4,502,064
|
(a)
|
The amounts reflect the aggregate grant-date fair value reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year.
|
(b)
|
Fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP, including expected term, expected volatility, expected dividend yield, and risk-free interest rates. See Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 8, 2023, as amended by the Form 10-K/A.
|
4
|
The amounts reflect the indexed total shareholder return of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on September 30, 2021, and reinvestment of dividends, if any.
|
5
|
The dollar amounts reported represent the net income reflected in our audited financial statements for the applicable year.
|
TABLE OF CONTENTS
Name
|
| |
Option
Awards(1)
|
| |
Total
|
Mario Eisenberger
|
| |
$795,570
|
| |
$795,570
|
Lucy Lu, M.D.
|
| |
$835,750
|
| |
$835,750
|
Michael L. Rankowitz
|
| |
$875,930
|
| |
$875,930
|
Grace Hyun, M.D.
|
| |
$755,390
|
| |
$755,390
|
(1)
|
The amounts reflect the grant date fair value of the stock option awards during fiscal 2023, computed in accordance with ASC Topic 718.
|
| |
Option Awards
|
||||
Name
|
| |
Vested
|
| |
Unvested
|
Mario Eisenberger
|
| |
180,001
|
| |
169,999(1)
|
Lucy Lu, M.D.
|
| |
70,001
|
| |
169,999(2)
|
Michael L. Rankowitz
|
| |
235,001
|
| |
169,999(3)
|
Grace Hyun, M.D.
|
| |
56,669
|
| |
158,331(4)
|
(1)
|
Represents (a) 23,333 stock options that vest on November 13, 2023, (b) 46,666 stock options that vest one-half on each of November 3, 2023 and November 3, 2024, (c) 85,000 stock options that vest one-third on each of November 2, 2023, November 2, 2024 and November 2, 2025, and (d) 15,000 stock options that vest one-third on each of May 9, 2024, May 9, 2025 and May 9, 2026.
|
(2)
|
Represents (a) 23,333 stock options that vest on May 14, 2024, (b) 46,666 stock options that vest one-half on each of November 3, 2023 and November 3, 2024, (c) 90,000 stock options that vest one-third on each of November 2, 2023, November 2, 2024 and November 2, 2025, and (d) 10,000 stock options that vest one-third on each of May 9, 2024, May 9, 2025 and May 9, 2026.
|
(3)
|
Represents (a) 23,333 stock options that vest on November 13, 2023, (b) 46,666 stock options that vest one-half on each of November 3, 2023 and November 3, 2024, (c) 95,000 stock options that vest one-third on each of November 2, 2023, November 2, 2024 and November 2, 2025, and (d) 5,000 stock options that vest one-third on each of May 9, 2024, May 9, 2025 and May 9, 2026.
|
(4)
|
Represents (a) 16,666 stock options that vest on November 13, 2023, (b) 1,666 stock options that vest on March 23, 2024, (c) 36,666 stock options that vest one-half on each of November 3, 2023 and November 3, 2024, (d) 3,333 stock options that vest one-half on each of March 29, 2024 and March 29, 2025, (e) 80,000 stock options that vest one-third on each of November 2, 2023, November 2, 2024 and November 2, 2025, and (f) 20,000 stock options that vest one-third on each of May 9, 2024, May 9, 2025 and May 9, 2026.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Equity Plan Category
|
| |
Number of Shares to be
Issued upon Exercise of
Outstanding Options
and SARs
|
| |
Weighted-Average
Exercise Price of
Outstanding Options
and SARs
|
| |
Shares Remaining
Available for Issuance
Under Compensation
Plans
|
Equity compensation plans approved by shareholders
|
| |
17,318,893
|
| |
$5.23
|
| |
2,991,596
|
Equity compensation plans not approved by shareholders
|
| |
98,750
|
| |
11.89
|
| |
3,901,250
|
Total
|
| |
17,417,643
|
| |
$5.27
|
| |
6,892,846
|
TABLE OF CONTENTS
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Michael J. Purvis,
Secretary
|
TABLE OF CONTENTS
TABLE OF CONTENTS