04/23/2021 | Press release | Distributed by Public on 04/23/2021 06:31
TABLE OF CONTENTS
Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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TABLE OF CONTENTS
Proposal
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Board
Recommendation
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Election of Thilo Schroeder, Ph.D. and Peter Thompson, M.D. as Class I directors
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FOR
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Ratification of Ernst & Young LLP as our independent registered public accounting firm
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FOR
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TABLE OF CONTENTS
Time and Date
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10:00 a.m., Eastern, on June 2, 2021.
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Place
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www.virtualshareholdermeeting.com/PMVP2021
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Items of Business
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1.
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To elect Thilo Schroeder, Ph.D. and Peter Thompson, M.D. as Class I directors until the 2024 annual meeting of stockholders and until their respective successor have been elected or appointed;.
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2.
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and.
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3.
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To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.
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Adjournments and Postponements
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Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
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Record Date
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You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on April 9, 2021.
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Proxy Materials and Annual Report
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We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish these proxy materials and our annual report to stockholders on the Internet.
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Voting
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Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the Internet. For specific instructions on how to vote your shares, please refer to the section entitled 'Proxy Statement Questions and Answers' beginning on page 1 of the accompanying proxy statement and the instructions on the proxy or voting instruction card. You can revoke a proxy prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.
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TABLE OF CONTENTS
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Page
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PROXY STATEMENT QUESTIONS AND ANSWERS
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1
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DIRECTORS AND CORPORATE GOVERNANCE
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6
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Board Composition
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6
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Director Independence
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8
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Board Leadership Structure
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9
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Board Committees and Meetings
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9
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Identifying and Evaluating Director Nominees
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11
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Role of the Board in Risk Oversight
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12
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Compensation Risk Assessment
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12
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Communications with Directors
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12
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Code of Business Conduct and Ethics
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12
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Compensation Committee Interlocks and Insider Participation
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12
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EXECUTIVE OFFICERS
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13
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EXECUTIVE COMPENSATION
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14
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Summary Compensation Table
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14
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Employment Arrangements with Our Named Executive Officers
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14
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Employee Incentive Plan Compensation
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15
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Process and Procedure for Compensation Decisions
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15
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Potential Payments upon Termination or Change of Control
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15
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Outstanding Equity Awards at December 31, 2020
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17
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401(k) Plan
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17
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Indemnification
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17
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Hedging and Pledging Policies
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18
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EQUITY COMPENSATION PLAN INFORMATION
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18
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DIRECTOR COMPENSATION
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19
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BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
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21
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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23
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
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24
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PROPOSALS REQUIRING YOUR VOTE
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26
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ITEM 1 - Election of Class I Directors
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26
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Number of Directors; Board Structure
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26
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Nominees
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26
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ITEM 2 - Ratification of Independent Registered Public Accounting Firm
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27
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Audit and Non-Audit Fees
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27
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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27
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Audit Committee Report
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28
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TRANSACTION OF OTHER BUSINESS
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29
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REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS
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29
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TABLE OF CONTENTS
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elect Thilo Schroeder, Ph.D. and Peter Thompson, M.D. as Class I directors;
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ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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transact any other business as may properly come before the Annual Meeting.
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FOR the election of Thilo Schroeder, Ph.D. and Peter Thompson, M.D. as Class I directors; and
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FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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TABLE OF CONTENTS
(1)
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By Internet: You may vote over the Internet by following the instructions provided in the Notice or if you requested printed copies of proxy materials, the instructions provided in the proxy card.
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(2)
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By Telephone: You can vote by telephone by following the instructions in the Notice or if you requested printed copies of proxy materials, the instructions provided in the proxy card.
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(3)
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By Mail: If you requested printed copies of proxy materials, you can vote by mailing your proxy card as described in the proxy materials.
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(4)
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During the meeting: If you are a stockholder as of the Record Date, you may vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/PMVP2021, starting at 10:00 a.m., Eastern on Wednesday, June 2, 2021. The webcast will open 15 minutes before the start of the Annual Meeting. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting in person. You may also be represented by another person at the Annual Meeting by executing a legal proxy designating that person.
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TABLE OF CONTENTS
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You may submit questions and comments electronically through the meeting portal or by calling the toll-free number listed there during the Annual Meeting.
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Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments.
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Please direct all questions to David H. Mack, our President, Chief Executive Officer and director.
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Please include your name and affiliation, if any, when submitting a question or comment.
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Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.
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Questions may be grouped by topic by our management.
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Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker's own personal, political or business interests.
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Be respectful of your fellow stockholders and Annual Meeting participants.
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No audio or video recordings of the Annual Meeting are permitted.
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written notice to the Corporate Secretary of the Company;
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timely delivery of a valid, later-dated proxy or a later-dated vote on the Internet; or
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voting in person at the virtual Annual Meeting; however, simply attending the virtual meeting will not, by itself, revoke your proxy.
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TABLE OF CONTENTS
Proposal
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Vote required
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Election of directors
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Plurality of votes cast
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Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021
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Majority of votes cast
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TABLE OF CONTENTS
TABLE OF CONTENTS
Name
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Position(s)
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Age
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Nominees:
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Thilo Schroeder, Ph.D.(1)(3)
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Class I Director
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40
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Peter Thompson, M.D.(2)(3).
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Class I Director
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61
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Continuing Directors:
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David H. Mack, Ph.D. .
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President, Chief Executive Officer and Class III Director
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59
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Richard Heyman, Ph.D.(1)(2)(3)
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Chairperson and Class III Director
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63
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Arnold Levine, Ph.D.
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Class II Director
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81
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Laurie Stelzer(1)
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Class III Director
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53
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Charles M. Baum M.D., Ph.D.
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Class II Director
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63
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(1)
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Member of the audit committee
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(2)
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Member of the compensation committee
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(3)
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Member of the corporate governance and nominating committee
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selects and hires the independent registered public accounting firm to audit our financial statements;
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helps to ensure the independence and performance of the independent registered public accounting firm;
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approves audit and non-audit services and fees;
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reviews financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
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prepares the audit committee report that the SEC requires to be included in our annual proxy statement;
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reviews reports and communications from the independent registered public accounting firm;
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reviews the adequacy and effectiveness of our internal controls and disclosure controls and procedure;
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reviews our policies on risk assessment and risk management;
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reviews and monitor conflicts of interest situations, and approve or prohibit any involvement in matters that may involve a conflict of interest or taking of a corporate opportunity;
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reviews related party transactions; and
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establishes and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.
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oversees our overall compensation philosophy and compensation policies, plans and benefits programs;
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reviews and approves, or recommends to the board of directors for approval, compensation for our executive officers and directors;
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prepares the compensation committee report that the SEC will require to be included in our annual proxy statement; and
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administers our equity compensation plans.
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TABLE OF CONTENTS
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identifies, evaluates and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;
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considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;
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reviews and makes recommendation to our board of directors with respect to management succession planning;
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reviews developments in corporate governance practices;
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evaluates the adequacy of our corporate governance practices and reporting; and
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evaluates the performance of our board of directors and individual members.
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TABLE OF CONTENTS
TABLE OF CONTENTS
Name
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Position(s)
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Age
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David H. Mack, Ph.D.
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President, Chief Executive Officer and Director
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58
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Winston Kung
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Chief Operating Officer and Chief Financial Officer
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45
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Leila Alland, M.D.
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Chief Medical Officer
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58
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Deepika Jalota, Pharm.D.
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Chief Regulatory and Quality Assurance Officer
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44
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TABLE OF CONTENTS
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David H. Mack, Ph.D., our President, Chief Executive Officer and director;
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Winston Kung, our Chief Operating Officer and Chief Financial Officer; and
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Leila Alland, M.D., our Chief Medical Officer.
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)(1)
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Non-equity
Incentive Plan
Compensation
($)(2)
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All Other
Compensation
($)
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Total ($)
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David H. Mack, Ph.D.
President, Chief Executive Officer
and Director
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2020
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494,647
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-
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-
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543,788
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275,678
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-
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1,314,113
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2019
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461,250
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-
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-
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-
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166,860
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-
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628,110
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Winston Kung
Chief Operating Officer and Chief Financial Officer
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2020
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427,535
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-
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-
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216,433
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181,397
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-
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825,365
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2019
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410,000
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-
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152,440
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-
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562,440
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Leila Alland, M.D.(3)
Chief Medical Officer
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2020
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445,000
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-
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-
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944,974
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184,675
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-
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1,547,649
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(1)
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The amounts reported represent the aggregate grant date fair value of options calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Compensation-Stock Compensation ('ASC 718'). Such grant-date fair value does not take into account any estimated forfeitures related to performance or service vesting conditions. Information about the assumptions used in the calculation of these amounts are included in Note 2 and Note 9 to the Company's financial statements for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K for such year. Represents grants of options pursuant to our 2020 Equity Incentive Plan, or 2020 Plan, as described further in the table of outstanding equity awards below.
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(2)
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The 2020 amounts reported represent cash bonuses earned under our 2020 bonus plan based upon the achievement of company objectives for the year ended December 31, 2020, which were paid in 2021. The 2019 amounts reported represent cash bonuses earned under our 2019 bonus plan based upon the achievement of company objectives for the year ended December 31, 2019, which were paid in 2020.
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(3)
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Dr. Alland was not a named executive officer for fiscal year 2019.
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Option Awards
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Stock Awards
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Named Executive Officer
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Grant Date(1)
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Option
Awards-
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
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Option
Awards-
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
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Option
Awards-
Option
Exercise
Price
($)(2)
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Option
Awards-
Option
Expiration
Date
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Number of
shares or
units of
stock that
have not
vested
(#)
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Market
value of
shares of
units of
stock that
have not
vested
($)
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David H. Mack, Ph.D.
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05/12/2015(3)
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492,867
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-
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0.53
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05/11/2015
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-
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-
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11/16/2016(4)
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240,644
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-
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1.37
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11/15/2026
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-
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-
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05/16/2017(5)
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412,773
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47,996
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2.95
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05/15/2027
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03/10/2020(6)
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41,202
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178,546
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3.90
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03/09/2030
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Winston Kung
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02/22/2018(7)
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474,446
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-
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3.22
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02/21/2028
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-
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-
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03/10/2020(6)
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16,399
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| |
71,063
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3.90
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03/09/2030
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-
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-
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Leila Alland, M.D.
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02/05/2020(8)
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94,462
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283,387
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3.90
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02/05/2030
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(1)
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Each of the outstanding options to purchase shares of our common stock was granted pursuant to our 2013 Plan.
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(2)
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This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.
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(3)
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The option vests as to 1/4th of the shares of our common stock underlying it on May 12, 2016, and as to 1/60th in monthly installments after the initial vesting date, subject to the named executive officer's continued service through each vesting date.
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(4)
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The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after November 16, 2016, subject to the named executive officer's continued service through each vesting date.
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(5)
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The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after May 16, 2017, subject to the named executive officer's continued service through each vesting date.
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(6)
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The option vests as to 1/48th of the shares of our common stock underlying it in month installments after March 4, 2020, subject to the named executive officer's continued service through each vesting date.
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(7)
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The option includes two tranches. The first tranche (covering 75% of the shares of our common stock underlying the option) vests as to 1/4th of the shares of our common stock underlying it on November 27, 2018, and as to an additional 1/48th of the shares of our common stock underlying it in monthly installments after the initial vesting date, subject to the named executive officer's continued service through each vesting date. The second tranche (covering 25% of the total number of shares of our common stock underlying the option) vests as to 1/48th of the shares of our common stock underlying it in monthly installments, subject to the named executive officer's continued service through each vesting date, subject to achievement of a performance vesting condition that was achieved.
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(8)
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The option vests as to 1/4th of the shares of our common stock underlying it on December 3, 2020, and as to 1/48th in monthly installments after the initial vesting date, subject to the named executive officer's continued service through each vesting date.
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TABLE OF CONTENTS
Plan Category
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| |
Number of
Securities
to be
Issued upon
Exercise of
Outstanding
Options,
Restricted
Stock Units
and Rights
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| |
Weighted
Average
Exercise
Price of
Outstanding
Options
and Rights
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| |
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in the
first Column)
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Equity compensation plans approved by security holders
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2013 Equity Incentive Plan(1)
|
| |
4,084,479
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| |
$3.09
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| |
237,542
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2020 Equity Incentive Plan(2)
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| |
6,491
|
| |
$34.30
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| |
4,372,183
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2020 Employee Stock Purchase Plan(3)
|
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-
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| |
$-
|
| |
400,752
|
Equity compensation plans not approved by security holders
|
| |
-
|
| |
$-
|
| |
-
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TOTAL
|
| |
4,090,970
|
| |
$3.14
|
| |
5,010,477
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(1)
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Our board of directors adopted, and our stockholders approved, the 2013 Equity Incentive Plan, as amended (the '2013 Plan'). As a result of our initial public offering and the adoption of the 2020 Equity Incentive Plan, we no longer grant awards under the 2013 Plan; however, all outstanding options issued pursuant to the 2013 Plan continue to be governed by their existing terms. To the extent that any such awards are forfeited or lapse unexercised or are repurchased, the shares of common stock subject to such awards will become available for issuance under the 2020 Equity Incentive Plan.
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(2)
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Our 2020 Equity Incentive Plan (the '2020 Plan') provides that the number of shares available for issuance under the 2020 Plan will be increased on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the least of (i) 4,406,374 shares, (ii) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as our board of directors or any of its committees as will be administering the 2020 Plan may determine.
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(3)
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Our 2020 Employee Stock Purchase Plan (the '2020 ESPP') provides that the number of shares available for issuance under the 2019 ESPP will be increased on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the least of (i) 801,504 shares, (ii) one percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as may be determined by our board of directors or any of its committees as will be administering the 2020 ESPP may determine.
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TABLE OF CONTENTS
Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Stock Awards
($)
|
| |
Option Awards
($)
|
| |
All Other
Compensation(1)
|
| |
Total
($)
|
Richard Heyman, Ph.D.
|
| |
42,875
|
| |
-
|
| |
496,453
|
| |
12,000
|
| |
539,328
|
Arnold Levine, Ph.D.
|
| |
10,000
|
| |
-
|
| |
-
|
| |
100,000
|
| |
10,000
|
Arnold Oronsky, Ph.D.(2)
|
| |
11,250
|
| |
-
|
| |
-
|
| |
-
|
| |
11,250
|
Thilo Schroeder, Ph.D.(3)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Peter Thompson, M.D.
|
| |
13,250
|
| |
-
|
| |
-
|
| |
-
|
| |
13,250
|
Laurie Stelzer
|
| |
21,223
|
| |
-
|
| |
171,154
|
| |
-
|
| |
192,377
|
(1)
|
Amounts listed in this column represent payments made with respect to consulting agreements.
|
(2)
|
Dr. Oronsky served on our board of directors until November 2020.
|
(3)
|
Dr. Schroeder waived his right to fees that he was entitled to receive.
|
Position
|
| |
Annual Cash
Retainer
|
Base Director Fee
|
| |
$40,000
|
Additional Chairperson Fee
|
| | |
Chair of the Board
|
| |
$35,000
|
Chair of the Audit Committee
|
| |
$15,000
|
Chair of the Compensation Committee
|
| |
$10,000
|
Chair of the Corporate Governance and Nominating Committee
|
| |
$8,000
|
Additional Committee Member Fee (excluding chairpersons)
|
| | |
Audit Committee
|
| |
$7,500
|
Compensation Committee
|
| |
$5,000
|
Corporate Governance and Nominating Committee
|
| |
$4,000
|
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Name
|
| |
Option Awards
|
| |
Stock Awards
|
Richard Heyman, Ph.D.
|
| |
241,772
|
| |
-
|
Arnold Levine, Ph.D.
|
| |
-
|
| |
-
|
Arnold Oronsky, Ph.D.(1).
|
| |
-
|
| |
-
|
Thilo Schroeder, Ph.D.
|
| |
-
|
| |
-
|
Peter Thompson, M.D. .
|
| |
-
|
| |
-
|
Laurie Stelzer
|
| |
32,667
|
| |
-
|
(1)
|
Dr. Oronsky served on our board of directors until November 2020.
|
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•
|
each beneficial owner of 5% or more of the outstanding shares of our common stock;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all directors and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned
|
| |
Percent of Shares
Outstanding
|
5% or Greater Stockholders:
|
| | | | ||
Entities affiliated with OrbiMed Advisors(1)
|
| |
7,330,423
|
| |
16.4%
|
InterWest Partners X, LP(2)
|
| |
6,469,911
|
| |
14.4%
|
Entities affiliated with Euclidean Capital LLC(3)
|
| |
4,179,416
|
| |
9.3%
|
Nextech V Oncology S.C.S., SICAV-SIF(4)
|
| |
2,528,290
|
| |
5.6%
|
Entities affiliated with Viking Global Partners LLC(5)
|
| |
2,364,062
|
| |
5.3%
|
Avoro Capital Advisors LLC(6)
|
| |
2,350,267
|
| |
5.2%
|
Entities affiliated with Boxer Capital, LLC(7)
|
| |
2,268,236
|
| |
5.1%
|
| | | | |||
Directors and Named Executive Officers:
|
| | | | ||
David H. Mack, Ph.D.(8)
|
| |
1,521,881
|
| |
3.3%
|
Richard Heyman, Ph.D.(9)
|
| |
134,906
|
| |
*
|
Arnold Levine, Ph.D.(10)
|
| |
427,342
|
| |
1.0%
|
Peter Thompson, M.D.(1)
|
| |
7,330,423
|
| |
16.4%
|
Thilo Schroeder, Ph.D.(4)
|
| |
2,528,290
|
| |
5.6%
|
Laurie Stelzer(11)
|
| |
7,256
|
| |
*
|
Winston Kung(12)
|
| |
499,731
|
| |
1.1%
|
Leila Alland, M.D.(13)
|
| |
125,946
|
| |
*
|
Charles M. Baum, M.D., Ph.D.(14)
|
| |
-
|
| |
-
|
All executive officers and directors (9 persons)
|
| |
12,471,638
|
| |
21.8%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Based on a Schedule 13D filed with the SEC on October 5, 2020, consists of (i) 6,475,291 shares held by OrbiMed Private Investments V, LP ('OPI V'), (ii) 114,039 shares held by OrbiMed Genesis Master Fund, L.P. ('Genesis'), (iii) 475,000 shares held by OrbiMed Partners Master Fund Limited ('OPM') and (iv) 266,093 shares held by The Biotech Growth Trust PLC ('BIOG'). Dr. Peter Thompson is an employee of OrbiMed Advisors LLC ('OrbiMed Advisors') and a member of our board of directors. OrbiMed Capital GP V LLC ('OrbiMed GP') is the general partner of OPI V and has discretionary investment management authority with respect to the assets of OPI V including the power to vote and otherwise dispose of securities held by OPI V. OrbiMed Genesis GP LLC ('OrbiMed Genesis') is the general partner of Genesis and has discretionary investment management authority with respect to the assets of Genesis including the power to vote and otherwise dispose of securities held by Genesis. OrbiMed Advisors is the managing member of OrbiMed GP and OrbiMed Genesis and by virtue of such relationships, may be deemed to have voting and investment power with respect to the shares held by OPI V and Genesis, respectively, and as a result, may be deemed to have beneficial ownership over such shares. OrbiMed Capital LLC ('OrbiMed Capital') is the investment advisor to OPM and BIOG and may be deemed to have voting and investment power over the securities held
|
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(2)
|
Based on a Schedule 13G filed with the SEC on February 12, 2021, consists of 6,469,911 shares held by InterWest Partners X, LP ('IW X'). InterWest Management Partners X, LLC ('IMP X'), is the general partner of IW X and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X and each disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. The address of each of the InterWest entities, Gilbert H. Kliman, Keval Desai and Khaled A. Nasr is 467 First Street, Suite 201, Los Altos, California 94022.
|
(3)
|
Based on a Schedule 13G filed with the SEC on February 12, 2021, consists of (i) 693,769 shares held of record by Greenland A LLC, (ii) 751,409 shares held of record by Greenland FP LLC, (iii) 132,601 shares held of record by Greenland NFP LLC and (iv) 2,601,637 shares held of record by Greenland NFP B Ltd., such record holders together, the Greenland Entities. Euclidean Capital LLC ('Euclidean'), the manager of each of the Greenland Entities, may be deemed to have shared voting control and investment discretion over the shares held by the Greenland Entities. Marilyn Simons and James Simons are owners and managers of Euclidean, and Ashvin Chhabra is President, CIO and manager of Euclidean, each of whom disclaims beneficial ownership of such securities for the purposes of Section 16 except to the extent of any pecuniary interest therein. The address of each of Euclidean, the Greenland Entities, Marilyn Simons, James Simons and Ashvin Chhabra is c/o Euclidean Capital LLC, 160 Fifth Ave, 9th Floor, New York, New York 10010.
|
(4)
|
Based on a Schedule 13G filed with the SEC on February 16, 2021, consists of 2,528,290 shares held by Nextech V Oncology S.C.S., SICAV-SIF ('Nextech V LP'). Nextech V GP S.à r.l. ('Nextech V GP') serves as the sole general partner of Nextech V LP and has sole voting and investment control over the shares owned by Nextech V LP and may be deemed to own beneficially the shares held by Nextech V LP. Dr. Thilo Schroeder, a member of our board of directors, is a partner at Nextech Invest AG and in the Investment Committee of Nextech Invest AG, with significant influence over Nextech V LP in terms of investment decisions, selling strategy of shares and voting power and as a result, may be deemed to have beneficial ownership over such securities. Dalia Bleyer and Thomas Lips are members of the board of managers of Nextech V GP and share voting and dispositive power over the shares held by Nextech V LP, and may be deemed to own beneficially the shares held by Nextech V LP. The address of each of the Nextech V LP, Nextech V GP, Nextech Invest AG, Dalia Bleyer and Thomas Lips is 8 rue Lou Hemmer, N4 L-1748 Senningerberg, Luxembourg.
|
(5)
|
Based on a Schedule 13G/A filed with the SEC on February 16, 2021, consists of (i) 2,086,284 shares held by Viking Global Opportunities Illiquid Investments Sub-Master LP ('VGOP') and (ii) 277,778 shares held by Viking Global Opportunities Liquid Portfolio Sub-Master LP ('VGOL'). Viking Global Investors LP ('VGI') provides managerial services to VGOP and VGOL and has the authority to dispose of and vote the shares held by VGOP and VGOL. Viking Global Opportunities Portfolio GP LLC ('Opportunities Portfolio GP') serves as the general partner of VGOP and VGOL and has the authority to dispose of and vote the shares held by VGOP and VGOL. Viking Global Opportunities GP LLC ('Opportunities GP') serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares controlled by Opportunities Portfolio GP. Viking Global Partners LLC ('VGP') is the general partner of VGI and Opportunities GP. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, as Executive Committee Members of VGP, have shared authority to dispose of and vote the shares of common stock beneficially owned by VGI and Opportunities GP. The address of each of VGI, Opportunities GP, VGP, Opportunities Portfolio GP, VGOL, VGOP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet is c/o Viking Global Investors LP, 55 Railroad Avenue, Greenwich, Connecticut 06830.
|
(6)
|
Based on a Schedule 13G filed with the SEC on February 12, 2021, consists of 2,350,267 shares held by Avoro Capital Advisors LLC ('Avoro'). Behzad Aghazadeh serves as the portfolio manager and controlling person of Avoro. The address of each of Avoro and Behzad Aghazadeh is 110 Greene Street, Suite 800, New York, New York 10012.
|
(7)
|
Based on a Schedule 13G filed with the SEC on September 30, 2020, consists of (i) 2,268,236 shares held by Boxer Capital, LLC ('Boxer Capital') and (ii) 60,837 shares held by MVA Investors, LLC ('MVA Investors'). Boxer Asset Management Inc. ('Boxer Management') is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital. Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. The address of each of Boxer Capital, MVA Investors and Aaron I. Davis is: 11682 El Camino Real, Suite 320, San Diego, California 92130. The address of each of Boxer Management and Joe Lewis is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
|
(8)
|
Consists of (i) 227,915 shares of common stock held by The Mack-Mulligan Revocable Trust, of which Dr. David Mack is a co-trustee, (ii) 56,978 shares of common stock held by Mack/Mulligan 2020 Irrevocable Descendants' Trust, of which Dr. Mack is a co-trustee, (iii) 2,470 shares of common stock held directly by Dr. Mack, and (iv) 1,234,518 shares of common stock issuable pursuant to options held directly by Dr. Mack, exercisable within 60 days of February 28, 2021.
|
(9)
|
Consists of 1349,906 shares of common stock issuable pursuant to options held directly by Dr. Richard Heyman, exercisable within 60 days of February 28, 2021.
|
(10)
|
Consists of 427,342 shares of common stock held directly by Dr. Arnold Levine.
|
(11)
|
Consists of 7,256 shares of common stock issuable pursuant to options held directly by Laurie Stelzer, exercisable within 60 days of February 28, 2021.
|
(12)
|
Consists of (i) 1,600 shares of common stock held directly by Winston Kung, (ii) 237,412 shares of common stock issuable pursuant to options held directly by the Winston Kung Irrevocable Family Trust, exercisable within 60 days of February 28, 2021 and (iii) 260,719 shares of common stock issuable pursuant to options held directly by Winston Kung, exercisable within 60 days of February 28, 2021. The shares held of record by the Winston Kung Irrevocable Family Trust are for the benefit of Winston Kung's immediate family. The trustee of the Winston Kung Irrevocable Family Trust is Winston Kung's sister-in-law, Therese Leong.
|
(13)
|
Consists of 125,946 shares of common stock issuable pursuant to options held directly by Dr. Leila Alland, exercisable within 60 days of February 28, 2021.
|
(14)
|
Dr. Charles Baum did not serve as a member of our board of directors in fiscal 2020 and was not appointed until April 2021.
|
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•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
Investor
|
| |
Affiliated Director(s)
or Officer(s)
|
| |
Shares of
Series D
Preferred Stock
|
| |
Total
Purchase
Price
|
Nextech V Oncology S.C.S., SICAV-SIF
|
| |
Thilo Schroeder, Ph.D.
|
| |
760,267
|
| |
$10,000,000
|
Viking Global Opportunities Illiquid Investments
Sub-master LP
|
| |
-
|
| |
760,267
|
| |
$10,000,000
|
Entities affiliated with OrbiMed Advisors
|
| |
Peter Thompson
|
| |
760,265
|
| |
$9,999,997
|
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•
|
any breach of the director's duty of loyalty to us or to our stockholders;
|
•
|
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
|
•
|
unlawful payment of dividends or unlawful stock repurchases or redemptions; and
|
•
|
any transaction from which the director derived an improper personal benefit.
|
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TABLE OF CONTENTS
| |
2019
|
| |
2020
|
|
Audit fees(1)
|
| |
76,585
|
| |
355,000
|
Audit-related fees(2)
|
| |
-
|
| |
-
|
Tax fees
|
| |
-
|
| |
-
|
All other fees(3)
|
| |
-
|
| |
840,938
|
Total fees
|
| |
76,585
|
| |
1,195,938
|
(1)
|
Audit fees consisted principally of work performed in connection with the audit of our consolidated financial statements included in our periodic filings and registration statements, review of our quarterly financial statements and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(2)
|
Audit-related fees consisted principally of services rendered in connection with service organization control examinations.
|
(3)
|
All other fees consisted principally of serves rendered in connection with the Company's initial public offering in September 2020.
|
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•
|
the Company's accounting and financial reporting processes and the audit of the Company's financial statements;
|
•
|
the integrity of our financial statements;
|
•
|
the Company's compliance with legal and regulatory requirements;
|
•
|
inquiring about significant risks, reviewing the Company's policies for risk assessment and risk management, and assessing the steps management has taken to control these risks; and
|
•
|
the independent registered public accounting firm's appointment, qualifications and independence.
|
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