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Christopher K. Mirabelli
Chairman of the Board of Directors |
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Douglas E. Onsi
Chief Executive Officer and President |
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Q.
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Who is soliciting my vote?
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| | The Board of Leap Therapeutics, Inc. is soliciting your vote for the proposals to be voted on at the 2023 Annual Meeting of Stockholders. | |
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Why did I receive these proxy materials?
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| | We are providing these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting, to be held virtually at https://www.cstproxy.com/leaptx/2023 on June 16, 2023 at 11:30 a.m., Eastern Time. | |
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What proposals am I voting on?
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There are seven proposals scheduled for a vote:
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Proposal No. 1: The election of three Class III directors nominated by the Board, Joseph Loscalzo, Nissim Mashiach and Christopher Mirabelli, each to serve for a term ending in 2026, or until his successor has been duly elected and qualified;
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Proposal No. 2: The approval of an advisory vote on executive compensation paid to our named executive officers (the “Say-on-Pay Proposal”);
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Proposal No. 3: The indication, on an advisory basis, of the preferred frequency of future stockholder advisory votes on executive compensation (the “Say-on-Frequency Proposal”);
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Proposal No. 4: The approval of an amendment (the “2022 EIP Amendment”) to the Leap Therapeutics, Inc. 2022 Equity Incentive Plan (the “2022 EIP”, and as amended, the “Amended 2022 EIP”) (the “EIP Proposal”);
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Proposal No. 5: The ratification the appointment of EisnerAmper LLP, an independent registered public accounting firm, as our independent auditors for the year ending December 31, 2023;
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Proposal No. 6: The approval of, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), upon conversion of the Company’s Series X Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”), issued in January 2023 (the “Conversion Proposal”); and
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Proposal No. 7: The approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Common Stock (the “Reverse Stock Split”) at a ratio to be determined by the within a range of one-for-five (1:5) and one-for-twenty (1:20) (or any number in between), to be determined and effected in the sole discretion of the Board at any time within one year of the date of the Annual Meeting without further approval or authorization from the Company’s stockholders (the “Reverse Stock Split Proposal”).
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Q.
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Who can vote at the Annual Meeting?
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A.
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Our Board has fixed April 26, 2023 as the record date for the Annual Meeting (the “Record Date”). If you are a stockholder of record on the Record Date, you are entitled to vote (in person or by proxy) all of the shares that you held on that date at the Annual Meeting and at any postponement or adjournment thereof.
On April 26, 2023, we had 119,410,992 shares of Common Stock outstanding.
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Q.
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How many votes can be cast by all stockholders?
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On the Record Date, there were 136,248 shares of Series X Preferred Stock issued and outstanding; the Series X Preferred Stock is a non-voting class and therefore is not entitled to vote on the matters being considered at the Annual Meeting.
Of the shares of Common Stock issued and outstanding and entitled to vote, 19,729,010 shares of Common Stock were issued as consideration in our acquisition of Flame. These 19,729,010 shares of Common Stock are not entitled to vote on Proposal No. 6 for purposes of the listing rules of the Nasdaq Stock Market.
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Q.
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How do I attend the virtual Annual Meeting?
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This year’s Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the Annual Meeting live online via webcast. You will be able to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the annual Meeting by visiting https://www.cstproxy.com/leaptx/2023. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person. The webcast will start at 11:30 a.m., Eastern Time, on June 16, 2023. You will need the control number included on your proxy card or voting instruction form in order to be able to enter the Annual Meeting online. Information contained on this website is not incorporated by reference into this proxy statement or any other report we file with the SEC.
Online check-in will begin at 11:15 a.m., Eastern Time, on June 16, 2023, and you should allow ample time for the online check-in proceedings. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting at 11:15 a.m., Eastern Time, on the day of the meeting.
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Q.
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How do I vote?
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If your shares are registered directly in your name, you may vote:
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(1)
Over the Internet prior to the Annual Meeting: Go to the website of our tabulator, Continental Stock Transfer and Trust Company (“CST”) at www.cstproxyvote.com. Use the vote control number printed on the proxy card to access your account and vote your shares. You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions. You must submit your Internet proxy before 11:59 p.m., Eastern Time, on June 15, 2023, the day before the Annual Meeting, for your proxy to be valid and your vote to count.
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(2)
By Telephone: Call 1-866-894-0536, toll free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You will need to have your proxy card in hand when you call. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on June 15, 2023, the day before the Annual Meeting, for your proxy to be valid and your vote to count.
(3)
By Mail: If you received a printed copy of the proxy materials, complete and sign your enclosed proxy card and mail it in the enclosed postage prepaid envelope to CST. CST must receive the proxy card no later than June 15, 2023, the day before the Annual Meeting, for your proxy to be valid and your vote to count. Your shares will be voted according to your instructions.
If you do not specify how you want your shares voted, they will be voted as recommended by our Board.
(4)
Online virtually while attending the Annual Meeting: If you attend the Annual Meeting online, you may vote your shares online while virtually attending the Annual Meeting by visiting https://www.cstproxy.com/leaptx/2023. You will need your control number included on your proxy card in order to be able to vote during the virtual Annual Meeting.
If your shares are held in “street name,” meaning they are held for your account by a broker or other nominee, you may vote:
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(1)
Over the Internet prior to the Annual Meeting or by Telephone: You will receive instructions from your broker or other nominee if they permit Internet or telephonic voting. You should follow those instructions.
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By Mail: You will receive instructions from your broker or other nominee explaining how you can vote your shares by mail. You should follow those instructions.
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Online while virtually attending the Annual Meeting: You will receive instructions from your broker or other nominee explaining how you can vote your shares online during the virtual Annual Meeting. You will need the control number included on your proxy card or voting instruction form in order to demonstrate proof of beneficial ownership and to be able to vote during the Annual Meeting.
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Q.
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Can I revoke or change my vote?
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| | If your shares are registered directly in your name, you may revoke your proxy and change your vote before or at the Annual Meeting. To do so, you must do one of the following: | |
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(1)
Vote over the Internet or by telephone prior to the Annual Meeting as instructed above. Only your latest Internet or telephone vote submitted prior to the Annual Meeting is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on , 2023, the day before the Annual Meeting.
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(2)
Sign a new proxy card and submit it by mail as instructed above. Only your latest dated proxy that was received by CST by 11:59 p.m., Eastern Time, on June 15, 2023 will be counted.
(3)
Attend the virtual Annual Meeting and vote online as instructed above. Attending the virtual Annual Meeting will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be.
If your shares are held in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also vote your shares online while virtually attending the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions.
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Q.
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Will my shares be voted if I do not return my proxy or do not provide specific voting instructions on the proxy card or voting instruction form that I submit?
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If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet prior to the Annual Meeting, by telephone, by returning your proxy by mail, or online at the virtual Annual Meeting. If you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board or sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters presented in this proxy statement and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the Annual Meeting.
If your shares are held in street name, your broker or other nominee may, under certain circumstances, vote your shares if you do not timely return your voting instructions. Brokers and other nominees can vote their customers’ unvoted shares on discretionary matters but cannot vote such shares on non-discretionary matters. If you do not timely return a proxy to your broker or other nominee to vote your shares, your broker or other nominee may, on discretionary matters, either vote your shares or leave your shares unvoted.
The election of directors (Proposal No. 1), the Say-on-Pay Proposal (Proposal No. 2), the Say-on-Frequency Proposal (Proposal No. 3), the EIP Proposal (Proposal No. 4), the Conversion Proposal (Proposal No. 6), and the Reverse Stock Split Proposal (Proposal No. 7) are non-discretionary matters. The ratification of the appointment of our independent auditors (Proposal No. 5) is a discretionary matter.
We encourage you to timely provide voting instructions to your broker or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions.
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Q.
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How many shares must be present to hold the Annual Meeting?
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| | The holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy must be present to hold the Annual Meeting and conduct business. This is called a quorum. For purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to withhold or abstain or votes on only one of the proposals. In addition, we will count as present shares held in street name by brokers or other | |
| | | | | | | | | | nominees that indicate on their proxies that they do not have authority to vote those shares on Proposals No. 1, No. 2, No. 3, No. 4, No. 6, or No. 7. If a quorum is not present, we expect to adjourn the Annual Meeting until we obtain a quorum. Shares present virtually during the Annual Meeting will be considered shares of Common Stock represented in person at the Annual Meeting. | |
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What vote is required to approve each proposal and how are votes counted?
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Proposal No. 1 — Election of Three Class III Directors
The three nominees for Class III director receiving the highest number of votes cast FOR election by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting will be elected as directors. This is called a plurality. Proposal No. 1 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 1. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 1 will not be counted as votes FOR or WITHHELD from any nominee and will be treated as “broker non-votes.” Broker non-votes will have no effect on the voting on Proposal No. 1.
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With respect to Proposal No. 1, you may:
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vote FOR the nominees;
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vote FOR a certain nominee or nominees and WITHHOLD your vote from the other nominee or nominees; or
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WITHHOLD your vote from all three nominees.
Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.
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Proposal No. 2 — The Say-on-Pay Proposal
To approve Proposal No. 2, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the compensation of our named executive officers. Proposal No. 2 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 2. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 2 will not be counted as votes FOR or AGAINST the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 2.
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Proposal No. 3 — The Say-on-Frequency Proposal
The option (every year, every two years, or every three years) receiving the most votes cast by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting will be viewed as the recommendation of the stockholders. Proposal No. 3 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 3.
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| | | | | | | | | | Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 3 will not be counted as votes FOR or AGAINST any of the options in the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 3. | |
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Proposal No. 4 — The EIP Proposal
To approve Proposal No. 4, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the proposal. Proposal No. 4 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 4. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal No. 4 will not be counted as votes FOR or AGAINST the proposal. Broker non-votes and abstentions will have no effect on the voting on Proposal No. 4.
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Proposal No. 5 — Ratification of Appointment of Independent Auditors
To approve Proposal No. 5, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the proposal. Proposal No. 5 is a discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee may vote your unvoted shares on Proposal No. 5. If you vote to ABSTAIN on Proposal No. 5, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. Voting to ABSTAIN will have no effect on the voting on Proposal No. 5.
Although stockholder approval of our audit committee’s appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our Board (or any committee thereof). However, if this proposal is not approved at the Annual Meeting, our audit committee may reconsider its appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023.
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Proposal No. 6 — The Conversion Proposal
To approve Proposal No. 6, a majority of the votes cast on the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting must vote FOR the proposal. Proposal No. 6 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 6. Shares held in street name by brokers or nominees who indicate on their proxies that they do not have
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In accordance with Nasdaq listing rules, holders of shares of common stock issued by Leap as consideration for the acquisition of Flame Bioscience, Inc. (“Flame’’) are not entitled to vote any of such shares at the Annual Meeting on Proposal No. 6. Accordingly, if you are a holder of any shares of our common stock that we issued as consideration for the acquisition of Flame, you are not entitled to vote, and will not vote or authorize or instruct any other person to vote, such shares at the Annual Meeting on Proposal No. 6, but you are entitled to vote, and may vote or authorize or instruct any other person to vote, such shares at the Annual Meeting on any other proposal, matter or business to be considered or voted on at the Annual Meeting.
Proposal No. 7 — The Reverse Stock Split Proposal
To approve Proposal No. 7, a majority of shares of Common Stock issued and outstanding on the Record Date must be voted FOR the proposal by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting. Proposal No. 7 is a non-discretionary matter. Therefore, if your shares are held in street name and you do not vote your shares, your broker or other nominee cannot vote your shares on Proposal No. 7. Broker non-votes (if any) and abstentions will have the same effect as votes cast against the proposal.
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Q.
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How does the Board recommend that I vote?
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Our Board unanimously recommends that you vote your shares:
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“FOR” the nominees for election as director listed in Proposal No. 1;
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“FOR” the Say-on-Pay Proposal;
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“FOR” the option of “1 YEAR” on the Say-on-Frequency Proposal;
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“FOR” the EIP Proposal;
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“FOR” the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023;
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“FOR” the Conversion Proposal; and
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“FOR” the Reverse Stock Split Proposal.
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How many votes do I have?
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| | On each matter to be voted upon, you have one vote for each share of Common Stock you owned as of April 26, 2023. | |
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Are there other matters to be voted on at the Annual Meeting?
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| | We do not know of any matters that may come before the Annual Meeting other than the election of three Class III directors, the Say-on-Pay Proposal, the Say-on-Frequency Proposal, the EIP Proposal, the ratification of the appointment of our independent registered public accounting firm, the Conversion Proposal, and the Reverse Stock Split Proposal. If any other matters are properly presented at the Annual Meeting, the persons named in the accompanying proxy will vote, and otherwise act, in accordance with their judgment on the matter. | |
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How do I ask a question at the virtual Annual Meeting?
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| | You will have multiple opportunities to submit questions to the Company for the virtual Annual Meeting. If you wish to submit a question in advance, you may do so at https://www.cstproxy.com/leaptx/2023. You may also submit questions online during the meeting at https://www.cstproxy.com/leaptx/2023. Given the time constraints, it is possible that some questions may not be addressed during the virtual Annual Meeting. | |
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Is my vote confidential?
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| | Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Leap or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation. | |
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Where can I find the voting results?
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| | We will report the voting results in a Current Report on Form 8-K within four business days following the adjournment of the Annual Meeting. | |
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What are the costs of soliciting these proxies?
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A.
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| | We will bear all of the costs of soliciting proxies. Directors, officers and employees of Leap may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant. | |
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What are the implications of being a “smaller reporting company”?
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A.
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| | We are a “smaller reporting company,” meaning we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a “smaller reporting company,” and have either: (1) a public float of less than $250 million or (2) annual revenues of less than $100 million during the most recently completed fiscal year and (A) no public float or (B) a public float of less than $700 million. As a “smaller reporting company,” we are subject to reduced disclosure obligations as compared to other issuers, including with respect to disclosure obligations regarding executive compensation in our periodic reports and proxy statements and certain reduced financial information disclosure. | |
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Who may I contact if I have any additional questions?
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A.
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| | If you hold your shares directly, please call Douglas E. Onsi, Secretary of the Company, at (617) 714-0360. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly. | |
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Age
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Board Tenure, Principal Occupation, Other Business Experience
During the Past Five Years and Other Directorships |
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Class III Director Nominees to be elected at the 2023 Annual Meeting (terms expiring in 2026)
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Joseph Loscalzo, MD, PhD
Nominating and Corporate Governance Committee Member |
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71
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Dr. Loscalzo, age 71, has served as a member of our Board since January 2016. He is currently the Hersey Distinguished Professor of the Theory and Practice of Medicine and Samuel A. Levine Professor of Medicine at Harvard Medical School. He is also currently Physician-in-Chief Emeritus at Brigham and Women’s Hospital. From July 2005 through September 2022, Dr. Loscalzo served as Chairman of the Department of Medicine and Physician-in-Chief at Brigham and Women’s Hospital. In 1994, Dr. Loscalzo joined the faculty of Boston University, first as Chief of Cardiology and, in 1997, as Wade Professor and Chair of Medicine, Professor of Biochemistry, and Director of the Whitaker Cardiovascular Institute. In July 2005, he returned to Harvard Medical School and Brigham and Women’s Hospital, where he had previously worked. He is an editor-at-large of the New England Journal of Medicine, former Chair of the Cardiovascular Board of the American Board of Internal Medicine, former Chair of the Research Committee of the American Heart Association, former Chair of the Scientific Board of the Stanley J. Sarnoff Society of Fellows for Research in Cardiovascular Sciences, and former Chair of the Board of Scientific Counselors of the National Heart, Lung, and Blood Institute of the National Institutes of Health. He is past Editor-in-Chief of Circulation, a current senior editor of Harrison’s Principles of Internal Medicine, a former member of the Advisory Council of the National Heart, Lung, and Blood Institute, and a former member of the Council of Councils of the National Institutes of Health. Dr. Loscalzo received his AB degree, summa cum laude, his PhD in biochemistry, and his MD from the University of Pennsylvania and completed his clinical training at Brigham and Women’s Hospital and Harvard Medical School, where he served as Resident and Chief Resident in medicine and Fellow in cardiovascular medicine. Dr. Loscalzo is currently a member of the board of directors of Ionis Pharmaceuticals Inc. (Nasdaq: IONS).
We believe that Dr. Loscalzo’s vast experience as a scientist, clinician, and educator and his background in science and medicine, make him qualified to serve as a member of our Board.
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Age
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Board Tenure, Principal Occupation, Other Business Experience
During the Past Five Years and Other Directorships |
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Nissim Mashiach
Audit Committee Member |
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62
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Mr. Mashiach, age 62, has served as a member of our Board since January 2017. Today he serves as a co-founder of Nubiyota LLC, a microbiome focused, clinical stage company. He served as the President and Chief Executive Officer of Macrocure, Ltd. from June 2012 until its merger with Leap in January 2017. He is also currently a member of the board of directors at Mediwound Ltd. He also previously served as General Manager at Ethicon, a Johnson & Johnson company, from January 2009 to January 2012. Prior to then, he served as President and Chief Operating Officer at Omrix Biopharmaceuticals, Inc., a public company acquired by Johnson & Johnson in 2008. Prior to Omrix, Mr. Mashiach held leadership positions at several pharmaceutical companies. He has been a board and audit committee member of Mediwound Ltd. (Nasdaq: MDWD) since June 2017. He holds an MBA from the University of Manchester, England, an MPharmSc from the Hebrew University, Jerusalem, Israel, and a BSc, Chemical Engineering from the Technion-Israel Institute of Technology, Haifa, Israel.
We believe that Mr. Mashiach’s experience working with a number of biopharmaceutical companies, combined with his pharmaceutical industry experience and background, make him qualified to serve as a member of our Board.
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Christopher K. Mirabelli, PhD
Chairman of the Board |
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68
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Dr. Mirabelli, age 68, has served as the Chairman of our Board since January 2016 and as a director since January 2011. Dr. Mirabelli formerly served as our Chief Executive Officer and President from our inception in January 2011 until April 2020. Dr. Mirabelli has been a managing director of HealthCare Ventures LLC since August 2000. From December 1999 to May 2000, Dr. Mirabelli served as president of pharmaceutical research and development and as a member of the board of directors of Millennium Pharmaceuticals, Inc., following its merger with LeukoSite Inc., where Dr. Mirabelli had been serving as president, chief executive officer and chairman of the board of directors since 1993. He was a co-founder of Ionis Pharmaceuticals, Inc. (Nasdaq: IONS), where he held several positions including senior vice president of research, from 1989 until 1993.
Dr. Mirabelli started his career at SmithKline and French Laboratories (now part of GlaxoSmithKline Plc) R&D Division. He is a member of the board of advisors of the Dana Farber Cancer Institute Business Development Council and the Longview Ventures Investment Committee. Dr. Mirabelli is a member of the Board of Directors of the Fredonia College Foundation and Board of Overseers of the Scripts Research Institute. He received his Ph.D. in molecular pharmacology from Baylor College of Medicine and a B.S. degree in biology from State University of New York at Fredonia.
We believe that Dr. Mirabelli’s experience with Leap from serving as our President, Chief Executive Officer and Chairman, leadership in a number of biopharmaceutical companies,
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Board Tenure, Principal Occupation, Other Business Experience
During the Past Five Years and Other Directorships |
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Class I Directors (terms expiring in 2024)
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James Cavanaugh, PhD
Nominating and Corporate Governance Committee Member and Chair Audit Committee Member |
| |
86
|
| |
Dr. Cavanaugh, age 86, has served as a member of our Board since January 2016. Dr. Cavanaugh has been a managing director of HealthCare Ventures since 1989. He was previously President of SmithKline & French Laboratories-U.S., the domestic pharmaceutical division of SmithKline Beckman Corporation. Dr. Cavanaugh had been president of SmithKline Beckman’s clinical laboratory business and President of Allergan International. He has been a board member of a number of private and public pharmaceutical and biotechnology companies and was Chairman of The Shire Pharmaceutical Group, plc. He served as staff assistant to President Nixon for Health Affairs and then deputy director of the president’s Domestic Council. Under President Ford, he was a deputy assistant to the President for domestic affairs and deputy chief of the White House. He has served as deputy assistant secretary for health and scientific affairs in the United States Department of Health, Education and Welfare, special assistant to the Surgeon General, United States Public Health Services, and director, Office of Comprehensive Health Planning. He began his career as a member of the faculty of the Graduate College and the College of Medicine at the University of Iowa where he received his Master’s and Doctorate degrees.
We believe that Dr. Cavanaugh’s experience with working in government, combined with his clinical and pharmaceutical industrial experience and background, make him qualified to serve as a member of our Board.
|
|
Douglas E. Onsi
Chief Executive Officer President |
| |
54
|
| | Mr. Onsi, age 54, has served as a member of our Board since March 2020 and as our Chief Executive Officer and President since April 2020. Mr. Onsi also has served as our Chief Financial Officer, Treasurer and Secretary since our inception in January 2011. Mr. Onsi has been at HealthCare Ventures since 2007, including serving as a managing director since 2009 and the chief executive officer of Tensha Therapeutics, Inc., which was sold to Roche Holdings, Inc. in 2016. Prior to joining HealthCare Ventures, Mr. Onsi was at Genzyme Corporation, or Genzyme, where he served in various roles, including as Vice President, Campath Product Operations and Portfolio Management, Oncology from 2005 to 2007 and as Vice President, Business Development from 2004 to 2005. Prior to Genzyme, he was Chief Financial Officer of Tolerx, Inc., a venture capital funded biotechnology company, from 2001 to 2004. Before joining Tolerx, Inc., he was in business development at LeukoSite, a publicly traded biopharmaceutical company that was acquired by Millennium Pharmaceuticals, Inc. He began his career as an attorney at Bingham, Dana & Gould. He received a Juris Doctor | |
Name
|
| |
Age
|
| |
Board Tenure, Principal Occupation, Other Business Experience
During the Past Five Years and Other Directorships |
|
| | | | | |
degree from the University of Michigan Law School and a B.S. in biological sciences from Cornell University.
We believe that Mr. Onsi’s experience with Leap from serving as our Chief Executive Officer and President, Chief Financial Officer, Treasurer and Secretary, leadership in a number of biopharmaceutical companies, combined with his scientific and legal background, make him qualified to serve as a member of our Board.
|
|
Richard Schilsky, MD
Nominating and Corporate Governance Committee Member |
| |
72
|
| |
Dr. Schilsky, age 72, has served as a member of our Board since September 2022. Dr. Schilsky is Professor emeritus at the University of Chicago having retired in 2021 from his position of Executive Vice President and Chief Medical Officer (CMO) of ASCO. Dr. Schilsky is also a Past President of ASCO, having served in the role during 2008 – 2009, and former Board member of Conquer Cancer, the ASCO Foundation. Before joining ASCO staff in 2013, Dr. Schilsky spent the majority of his career at the University of Chicago where he joined the faculty in 1984. Over the next nearly 30 years, Dr. Schilsky served in many leadership roles including as Director of the University of Chicago Cancer Research Center, Associate Dean for Clinical Research in the Biological Sciences Division and as the Chief the section of Hematology/Oncology in the Department of Medicine. He is a highly respected leader in the field of clinical oncology and specializes in new drug development and treatment of gastrointestinal cancers. From 1995 to 2010, Dr. Schilsky served as chair of the Cancer and Leukemia Group B, a national cooperative clinical research group funded by the National Cancer Institute (NCI), now part of the Alliance for Clinical Trials in Oncology. He has extensive experience working with both the NCI and the Food and Drug Administration (FDA) having served as a member and chair of the NCI Board of Scientific Advisors, as a member of the NCI Clinical and Translational Research Committee, and as a member and chair of the Oncologic Drugs Advisory Committee of the FDA. Presently, he serves as, chair of the Board of the Reagan-Udall Foundation for the FDA, a member of the Board of Directors of Friends of Cancer Research and of the European Organization for Research and Treatment of Cancer (EORTC) and is Chairman of the WIN Consortium, a global translational research network. Dr. Schilsky has served on the editorial boards of many cancer journals, including the Journal of Clinical Oncology. He presently serves on the editorial board of the New England Journal of Medicine. Dr. Schilsky is the author of more than 425 original research articles, reviews and commentaries.
We believe that Dr. Schilsky’s medical expertise as an oncologist, and his academic and collaborative organization leadership, together with his experience on FDA and NCI advisory committees, make him qualified to serve as a member of our Board.
|
|
Name
|
| |
Age
|
| |
Board Tenure, Principal Occupation, Other Business Experience
During the Past Five Years and Other Directorships |
|
Christian Richard
Audit Committee Member |
| |
53
|
| | Mr. Richard, age 53, has served as a member of our Board since January 2023. Mr. Richard has been Head of Public Research at Samsara BioCapital, a venture capital firm focused on investing in the life sciences, oncology, and digital healthcare sectors, since December of 2020. Previously, he was SVP of Research for approximately six years at Tekla Capital Management, a healthcare focused closed end fund manager, where Mr. Richard covered the biotechnology and pharmaceutical sectors, both public and private and across all size companies. Prior to Tekla Capital Management, Mr. Richard was a Partner and Head of Research for Merlin Biomed Private Equity/Merlin Nexus for 12 years, a cross-over life sciences fund focused on negotiated transactions in both late-stage private and public companies. Prior to Merlin Biomed Private Equity/Merlin Nexus, Mr. Richard spent five years in the Allergy/Immunology Group at the Schering-Plough Research Institute. He has a B.S. in Cellular and Molecular Biology from Purchase College and both an M.S. in Biochemistry and an M.B.A. in Finance from New York University. He is also on the Advisory Board of the Ty Louis Campbell Foundation, a non-profit organization focused on funding research in aggressive childhood cancers in particular brain tumors. | |
| | | | | | We believe that Mr. Richard’s experience as a scientist and investor, combined with his background in science and business, make him qualified to serve as a member of our Board. | |
Class I Director Nominees (terms expiring in 2025)
|
| | | | | | |
William Li, MD
Compensation Committee Member and Chair |
| |
60
|
| |
Dr. Li, age 60, has served as a member of our Board since January 2017. Dr. Li is a co-founder of the Angiogenesis Foundation in Cambridge, Massachusetts, of which he has been the President since April 2000 and Medical Director since December 1994. Dr. Li has extensive expertise in the field of angiogenesis and its therapeutic development and clinical applications. He trained with Dr. Judah Folkman, who pioneered the field of angiogenesis research. Through the Angiogenesis Foundation, Dr. Li has worked in association with the National Institutes of Health, and other major governmental and academic institutions and industry leaders on angiogenesis-related programs. Dr. Li received his M.D. degree from University of Pittsburgh School of Medicine. He completed his clinical training in internal medicine at the Massachusetts General Hospital in Boston. Dr. Li has also served on the faculties of Harvard Medical School, Tufts University School of Veterinary Medicine and Dartmouth Medical School.
We believe that Dr. Li’s experience working with companies and foundation in the cancer field, combined with his medical training and background, make him qualified to serve as a member of our Board.
|
|
Name
|
| |
Age
|
| |
Board Tenure, Principal Occupation, Other Business Experience
During the Past Five Years and Other Directorships |
|
Thomas Dietz, PhD
Lead Independent Director Audit Committee Member and Chair Compensation Committee Member |
| |
59
|
| |
Dr. Dietz, age 59, has served as a member of our Board since January 2016. Dr. Dietz is currently chairman and CEO of Waypoint Holdings, LLC, a diversified financial holdings and services company. Previously, Dr. Dietz was co-CEO and then CEO and a director of Pacific Growth Equities, LLC, a San Francisco based investment bank and institutional brokerage firm from 2004 to 2009, when the firm was acquired by Wedbush Securities. Dr. Dietz served as head of the investment banking division at Wedbush until November 2010. Prior to taking the CEO role at Pacific Growth, Dr. Dietz served as the company’s director of equities research and was an award winning biotechnology and biopharmaceutical analyst. He joined Pacific Growth in 1993. Previously, he was a member of the research faculty in the Department of Medicine, University of California, San Francisco and the VA Medical Center. Dr. Dietz is currently Chairman of Eiger Biopharmaceuticals, Inc. (Nasdaq: EIGR), serves as a director and member of the compensation committee and audit committee of Paratek Pharmaceuticals (Nasdaq: PRTK) and also serves on the boards of several private companies. Dr. Dietz holds a Ph.D. in molecular biology and biochemistry from Washington University, St. Louis, and was a National Science Foundation Post Doctoral Fellow.
We believe that Dr. Dietz’s experience with Leap, combined with his business, financial and leadership expertise and financial industry background, make him qualified to serve as a member of our Board.
|
|
Patricia Martin
Compensation Committee Member Nominating and Corporate Governance Committee Member |
| | | | | Ms. Martin, age 62, has served as a member of our Board since January 2023. From July 2019 through March 2023, Ms. Martin served as president and CEO of BioCrossroads. Prior to BioCrossroads, Ms. Martin spent 26 years at Eli Lilly and Company, she was the chief operating officer (COO) of Lilly Diabetes for seven years, served as Lilly’s Chief Diversity Officer (CDO) and Chief Alliance Officer (CAO). In her career with Lilly, her leadership roles also included clinical product development, finance, business development, human resources and investor relations. | |
| | | | | | Ms. Martin serves on the board of directors of CareSource, Inc., one of the nation’s largest Medicaid managed care plans, where she chairs the Compensation Committee. She joined the board of Flame Biosciences, Inc. in 2020, and served as co-CEO in 2022. In 2021, she joined the board of AN2 Therapeutics, Inc. (Nasdaq: ANTX) and chairs the Compensation Committee. Within the Indiana life sciences sector, she serves on the boards of the Indiana Biosciences Research Institute, the Indiana Health Information Exchange and the Regenstrief Institute. Ms. Martin holds an MBA from the Harvard Business School and a bachelor’s degree in accounting from Indiana University. | |
| | | | | | We believe that Ms. Martin’s experience in pharmaceutical company development and operations, combined with her background in science and business, make her qualified to serve as a member of our Board. | |
Name
|
| |
Age
|
| |
Positions(s)
|
|
Jason Baum, PhD | | |
44
|
| | Chief Scientific Officer | |
Christine Granfield | | |
55
|
| |
Vice President, Head of Regulatory Affairs and Quality
|
|
Augustine Lawlor | | |
66
|
| | Chief Operating Officer | |
Mark O’Mahony | | |
52
|
| | Chief Manufacturing Officer | |
Cynthia Sirard, MD | | |
53
|
| | Chief Medical Officer | |
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not Disclose
Gender |
| ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 1 | | | | | | 9 | | | | | | 0 | | | | | | 0 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Alaskan Native or Native American
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Asian
|
| | | | 0 | | | | | | 1 | | | | | | 0 | | | | | | 0 | | |
Hispanic or Latinx
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Native Hawaiian or Pacific Islander
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
White
|
| | | | 1 | | | | | | 8 | | | | | | 0 | | | | | | 0 | | |
Two or More Races or Ethnicities
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
LGBTQ+
|
| | | | | | | | | | | | | | | | 0 | | | | | | | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Stock
Awards(2) |
| |
Option
Awards ($)(2) |
| |
Nonequity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
Douglas E. Onsi
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary |
| | | | 2022 | | | | | | 636,667 | | | | | | 630,500 | | | | | | 211,381 | | | | | | 350,167 | | | | | | 54,461(4) | | | | | | 1,883,176 | | |
| | | 2021 | | | | | | 595,833 | | | | | | 192,750 | | | | | | 306,384 | | | | | | 393,250 | | | | | | 50,395(4) | | | | | | 1,538,612 | | | ||
Augustine Lawlor
Chief Operating Officer |
| | | | 2022 | | | | | | 472,083 | | | | | | 436,500 | | | | | | 211,381 | | | | | | 188,833 | | | | | | 52,649(5) | | | | | | 1,361,446 | | |
| | | 2021 | | | | | | 436,667 | | | | | | 128,500 | | | | | | 274,092 | | | | | | 209,600 | | | | | | 47,567(5) | | | | | | 1,096,426 | | | ||
Cynthia Sirard
Chief Medical Officer |
| | | | 2022 | | | | | | 472,083 | | | | | | 436,500 | | | | | | 211,381 | | | | | | 188,333 | | | | | | 48,229(6) | | | | | | 1,356,526 | | |
| | | 2021 | | | | | | 437,143 | | | | | | 128,500 | | | | | | 274,092 | | | | | | 209,829 | | | | | | 44,247(6) | | | | | | 1,093,811 | | |
| | |
2021
|
| |
2022
|
| ||||||
| | |
Base Salary
|
| |||||||||
Name
|
| |
($)
|
| |
($)
|
| ||||||
Douglas E. Onsi
|
| | | | 600,000 | | | | | | 640,000(1) | | |
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary
|
| | | | | | | | | | | | |
Augustine Lawlor
|
| | | | 440,000 | | | | | | 475,000(2) | | |
Chief Operating Officer
|
| | | | | | | | | | | | |
Cynthia Sirard
|
| | | | 440,000 | | | | | | 475,000(3) | | |
Chief Medical Officer
|
| | | | | | | | | | | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
shares or units of stock that have not vested |
| |
Market
value of shares of units of stock that have not vested ($) |
| |
Equity
incentive plan awards: Number of unearned shares, units or other rights that have not vested |
| |
Equity
incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
| |||||||||||||||||||||
Douglas E. Onsi
|
| | | | 1/20/2017 | | | | | | 330,303 | | | | | | 0 | | | | | | 9.90 | | | | | | 1/20/2027 | | | | | | | | | | | | | | | | |||||
Chief Executive Officer,
Chief Financial Officer, Treasurer and Secretary |
| | | | 4/18/2018 | | | | | | 50,000 | | | | | | 0 | | | | | | 7.66 | | | | | | 4/18/2028 | | | | | | | | | | | | | | | | |||||
| | | 1/1/2019 | | | | | | 48,960 | | | | | | 1,040 | | | | | | 2.00(1) | | | | | | 1/1/2029 | | | | | | | | | | | | | | | | |||||||
| | | 6/11/2019 | | | | | | 200,000 | | | | | | 0 | | | | | | 1.39 | | | | | | 6/11/2029 | | | | | | | | | | | | | | | | |||||||
| | | 3/17/2020 | | | | | | 458,334 | | | | | | 41,666 | | | | | | 1.42(2) | | | | | | 3/17/2030 | | | | | | | | | | | | | | | | |||||||
| | | 3/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 660,606 | | | | | | 297,273(7) | | | ||
| | | 8/10/2020 | | | | | | 58,335 | | | | | | 16,665 | | | | | | 1.97(3) | | | | | | 8/10/2030 | | | | | | | | | | | | | | | | |||||||
| | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 75,000 | | | | | | 33,750(8) | | | ||
| | | 1/26/2021 | | | | | | 111,806 | | | | | | 63,194 | | | | | | 2.57(4) | | | | | | 1/26/3031 | | | | | | | | | | | | | | | | |||||||
| | | 5/26/2021 | | | | | | 15,834 | | | | | | 14,166 | | | | | | 1.62(5) | | | | | | 5/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 1/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 325,000 | | | | | | 146,250(9) | | | ||
| | | 9/1/2022 | | | | | | 16,667 | | | | | | 183,333 | | | | | | 1.43(6) | | | | | | 9/1/2032 | | | | | | | | | | | | | | | | |||||||
Augustine Lawlor
|
| | | | 1/20/2017 | | | | | | 330,303 | | | | | | 0 | | | | | | 9.90 | | | | | | 1/20/2027 | | | | | | | | | | | | | | | | |||||
Chief Operating Officer
|
| | | | 4/18/2018 | | | | | | 50,000 | | | | | | 0 | | | | | | 7.66 | | | | | | 4/18/2028 | | | | | | | | | | | | | | | | |||||
| | | 1/1/2019 | | | | | | 48,960 | | | | | | 1,040 | | | | | | 2.00(1) | | | | | | 1/1/2029 | | | | | | | | | | | | | | | | |||||||
| | | 6/11/2019 | | | | | | 200,000 | | | | | | 0 | | | | | | 1.39 | | | | | | 6/11/2029 | | | | | | | | | | | | | | | | |||||||
| | | 4/9/2020 | | | | | | 44,445 | | | | | | 5,555 | | | | | | 1.69(10) | | | | | | 4/9/2030 | | | | | | | | | | | | | | | | |||||||
| | | 8/10/2020 | | | | | | 58,335 | | | | | | 16,665 | | | | | | 1.97(3) | | | | | | 8/10/2030 | | | | | | | | | | | | | | | | |||||||
| | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | | 22,500(12) | | | ||
| | | 1/26/2021 | | | | | | 95,834 | | | | | | 54,166 | | | | | | 2.57(11) | | | | | | 1/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 5/26/2021 | | | | | | 15,834 | | | | | | 14,166 | | | | | | 1.62(5) | | | | | | 5/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 1/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 225,000 | | | | | | 101,250(13) | | | ||
| | | 9/1/2022 | | | | | | 16,667 | | | | | | 183,333 | | | | | | 1.43(6) | | | | | | 9/1/2032 | | | | | | | | | | | | | | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
shares or units of stock that have not vested |
| |
Market
value of shares of units of stock that have not vested ($) |
| |
Equity
incentive plan awards: Number of unearned shares, units or other rights that have not vested |
| |
Equity
incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
| |||||||||||||||||||||
Cynthia Sirard
|
| | | | 1/24/2013 | | | | | | 61 | | | | | | 0 | | | | | | 3.97 | | | | | | 1/24/2023 | | | | | | | | | | | | | | | | |||||
Chief Medical Officer
|
| | | | 9/9/2014 | | | | | | 2,517 | | | | | | 0 | | | | | | 5.56 | | | | | | 9/9/2024 | | | | | | | | | | | | | | | | |||||
| | | 9/12/2014 | | | | | | 2,814 | | | | | | 0 | | | | | | 5.36 | | | | | | 9/12/2024 | | | | | | | | | | | | | | | | |||||||
| | | 1/20/2017 | | | | | | 69,130 | | | | | | 0 | | | | | | 9.90 | | | | | | 1/20/2027 | | | | | | | | | | | | | | | | |||||||
| | | 1/23/2017 | | | | | | 17,000 | | | | | | 0 | | | | | | 9.90 | | | | | | 1/23/2027 | | | | | | | | | | | | | | | | |||||||
| | | 11/29/2017 | | | | | | 75,000 | | | | | | 0 | | | | | | 6.49 | | | | | | 11/29/2027 | | | | | | | | | | | | | | | | |||||||
| | | 4/18/2018 | | | | | | 20,000 | | | | | | 0 | | | | | | 7.66 | | | | | | 4/18/2028 | | | | | | | | | | | | | | | | |||||||
| | | 12/5/2018 | | | | | | 20,000 | | | | | | 0 | | | | | | 3.68 | | | | | | 12/5/2029 | | | | | | | | | | | | | | | | |||||||
| | | 6/11/2019 | | | | | | 90,000 | | | | | | 0 | | | | | | 1.39 | | | | | | 6/11/2029 | | | | | | | | | | | | | | | | |||||||
| | | 3/2/2020 | | | | | | 137,500 | | | | | | 12,500 | | | | | | 2.94(14) | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | |||||||
| | | 4/9/2020 | | | | | | 44,445 | | | | | | 5,555 | | | | | | 1.69(10) | | | | | | 4/9/2030 | | | | | | | | | | | | | | | | |||||||
| | | 8/10/2020 | | | | | | 58,334 | | | | | | 16,666 | | | | | | 1.97(3) | | | | | | 8/10/2030 | | | | | | | | | | | | | | | | |||||||
| | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | | 22,500(12) | | | ||
| | | 1/26/2021 | | | | | | 95,834 | | | | | | 54,166 | | | | | | 2.57(11) | | | | | | 1/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 5/26/2021 | | | | | | 15,834 | | | | | | 14,166 | | | | | | 1.62(5) | | | | | | 5/26/2031 | | | | | | | | | | | | | | | | |||||||
| | | 1/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 225,000 | | | | | | 101,250(13) | | | ||
| | | 9/1/2022 | | | | | | 16,667 | | | | | | 183,333 | | | | | | 1.43(6) | | | | | | 9/1/2032 | | | | | | | | | | | | | | | |
Year
|
| |
Summary
Compensation Table Total for PEO |
| |
Compensation
Actually Paid to PEO(1) |
| |
Average
Summary Compensation Table Total for Non-PEO NEOs |
| |
Average
Compensation Actually Paid to Non-PEO NEOs(1) |
| |
Value of
Initial Fixed $100 Investment Based On: Total Shareholder Return (TSR) |
| |
Net Loss
(in millions) |
| ||||||||||||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| ||||||||||||||||||
2022
|
| | | $ | 1,883,176 | | | | | $ | (1,618,600) | | | | | $ | 1,358,987 | | | | | $ | 261,716 | | | | | $ | 20 | | | | | $ | (55) | | |
2021
|
| | | $ | 1,538,612 | | | | | $ | 2,609,427 | | | | | $ | 1,095,119 | | | | | $ | 1,317,300 | | | | | $ | 144 | | | | | $ | (41) | | |
| | |
Fair Value Assumptions of
Equity Awards as of December 31, |
| |||
| | |
2022
|
| |
2021
|
|
Volatility
|
| |
82.7% – 82.7%
|
| |
66.94% – 82.7%
|
|
Expected life (years)
|
| |
2.65 – 6.17
|
| |
2.53 – 5.9
|
|
Expected dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Risk-free rate
|
| |
0.97% – 4.58%
|
| |
0.17% – 1.35%
|
|
Year
|
| |
Salary
|
| |
Stock
Awards |
| |
Option
Awards |
| |
Bonus and
Non-Equity Incentive Compensation |
| |
All Other
Compensation(i) |
| |
SCT
Total |
| |
Deductions
from SCT Total(ii) |
| |
Fair Value
Adjustmentx to SCT Total(iii) |
| |
CAP
|
| |||||||||||||||||||||||||||
2022
|
| | | $ | 636,667 | | | | | $ | 630,500 | | | | | $ | 211,381 | | | | | $ | 350,167 | | | | | $ | 54,461 | | | | | $ | 1,883,176 | | | | | $ | (841,881) | | | | | $ | (2,659,895) | | | | | $ | (1,618,600) | | |
2021
|
| | | $ | 595,833 | | | | | $ | 192,750 | | | | | $ | 306,384 | | | | | $ | 393,250 | | | | | $ | 50,395 | | | | | $ | 1,538,612 | | | | | $ | (499,134) | | | | | $ | 1,569,949 | | | | | $ | 2,609,427 | | |
Year
|
| |
Salary
|
| |
Stock
Awards |
| |
Option
Awards |
| |
Bonus and
Non-Equity Incentive Compensation |
| |
All Other
Compensation(i) |
| |
SCT
Total |
| |
Deductions
from SCT Total(ii) |
| |
Fair Value
Adjustmentx to SCT Total(iii) |
| |
CAP
|
| |||||||||||||||||||||||||||
2022
|
| | | $ | 472,083 | | | | | $ | 436,500 | | | | | $ | 211,381 | | | | | $ | 188,583 | | | | | $ | 50,439 | | | | | $ | 1,358,987 | | | | | $ | (647,881) | | | | | $ | (449,389) | | | | | $ | 261,716 | | |
2021
|
| | | $ | 436,905 | | | | | $ | 128,500 | | | | | $ | 274,092 | | | | | $ | 209,715 | | | | | $ | 45,907 | | | | | $ | 1,095,119 | | | | | $ | (402,592) | | | | | $ | 624,774 | | | | | $ | 1,317,300 | | |
Year
|
| |
Fair Value of
Current Year Equity Awards at December 31,(2) |
| |
Change in Fair
Value of Prior Years’ Awards Unvested at December 31,(3) |
| |
Change in Fair
Value of Prior Years’ Awards Vested through the Year Ended December 31,(4) |
| |
Change in Fair
Value of Prior Years’ Awards Failed to Vest through the Year Ended December 31,(5) |
| |
Equity Value
Included in CAP |
| |||||||||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e) = (a)+(b)+(c)+(d)
|
| |||||||||||||||
2022
|
| | | $ | 194,648 | | | | | $ | (2,360,121) | | | | | $ | (494,421) | | | | | $ | — | | | | | $ | (2,659,895) | | |
2021
|
| | | $ | 649,215 | | | | | $ | 948,230 | | | | | $ | (27,496) | | | | | $ | — | | | | | $ | 1,569,949 | | |
Year
|
| |
Fair Value of
Current Year Equity Awards at December 31,(2) |
| |
Change in Fair
Value of Prior Years’ Awards Unvested at December 31,(3) |
| |
Change in Fair
Value of Prior Years’ Awards Vested through the Year Ended December 31,(4) |
| |
Change in Fair
Value of Prior Years’ Awards Failed to Vest through the Year Ended December 31,(5) |
| |
Equity Value
Included in CAP |
| |||||||||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e) = (a)+(b)+(c)+(d)
|
| |||||||||||||||
2022
|
| | | $ | 149,648 | | | | | $ | (354,028) | | | | | $ | (245,010) | | | | | $ | — | | | | | $ | (449,389) | | |
2021
|
| | | $ | 520,160 | | | | | $ | 125,685 | | | | | $ | (21,071) | | | | | $ | — | | | | | $ | 624,774 | | |
Name
|
| |
Number of
securities to be issued upon exercise of outstanding stock options, warrants and rights |
| |
Weighted average
exercise price of outstanding options, warrants and rights |
| |
Number of
securities remaining available for future issuance under equity compensation plans |
| |||||||||
Equity compensation plans approved by security holders(1)
|
| | | | 11,917,331(2) | | | | | $ | 3.59 | | | | | | 5,400,921(3) | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 11,917,331(2) | | | | | $ | 3.59 | | | | | | 5,400,921(3) | | |
Name
|
| |
2023
Annual Fee ($) |
| |||
Chairman of the audit committee
|
| | | | 20,000 | | |
Member of audit committee (other than chairman)
|
| | | | 10,000 | | |
Chairman of compensation committee
|
| | | | 15,000 | | |
Member of compensation committee (other than chairman)
|
| | | | 7,500 | | |
Chairman of governance and nominating committee
|
| | | | 10,000 | | |
Member of governance and nominating committee (other than chairman)
|
| | | | 5,500 | | |
Lead Independent Director
|
| | | | 30,000(1) | | |
Name
|
| |
Fees
Earned or Paid in Cash |
| |
Option
Awards(1) |
| |
Total
|
| |||||||||
James Cavanaugh
|
| | | $ | 65,000(2) | | | | | | 97,797 | | | | | | 162,797 | | |
Thomas Dietz
|
| | | $ | 101,250(3) | | | | | | 109,410 | | | | | | 210,660 | | |
William Li
|
| | | $ | 60,000(4) | | | | | | 97,797 | | | | | | 157,797 | | |
Joseph Loscalzo
|
| | | $ | 50,500(5) | | | | | | 97,797 | | | | | | 148,297 | | |
Nissim Mashaich
|
| | | $ | 55,000(6) | | | | | | 97,797 | | | | | | 152,797 | | |
Richard Schilsky
|
| | | $ | 15,000(7) | | | | | | 119,806 | | | | | | 134,806 | | |
Monica Bertagnolli
|
| | | $ | 32,813(8) | | | | | | 72,841 | | | | | | 105,654 | | |
Name
|
| |
Exercisable
|
| |
Unexercisable
|
| |
Total
|
| |||||||||
James Cavanaugh
|
| | | | 174,550 | | | | | | 32,500 | | | | | | 207,050 | | |
Thomas Dietz
|
| | | | 201,425 | | | | | | 37,500 | | | | | | 238,925 | | |
William Li
|
| | | | 163,550 | | | | | | 32,500 | | | | | | 196,050 | | |
Joseph Loscalzo
|
| | | | 174,550 | | | | | | 32,500 | | | | | | 207,050 | | |
Nissim Mashaich
|
| | | | 346,791 | | | | | | 32,500 | | | | | | 379,291 | | |
Richard Schilsky
|
| | | | 8,334 | | | | | | 91,666 | | | | | | 100,000(1) | | |
Monica Bertagnolli
|
| | | | 0 | | | | | | 0 | | | | | | 0(2) | | |
| | |
As of
December 31, 2022 |
| |
As of
April 13, 2023 |
| ||||||
Total number of shares of common stock subject to outstanding
stock options |
| | | | 11,917,331 | | | | | | 20,088,158 | | |
Weighted average exercise price of outstanding stock options
|
| | | $ | 3.59 | | | | | $ | 2.27 | | |
Weighted average remaining term of outstanding stock options
|
| | | | 7.47 | | | | | | 8.3 | | |
Total number of shares of common stock subject to outstanding
restricted stock units |
| | | | 3,585,606 | | | | | | 2,925,000 | | |
Total number of shares of common stock available for grant
|
| | | | 5,400,921 | | | | | | 1,190,949 | | |
Fee Category
|
| |
2022 ($)
|
| |
2021 ($)
|
| ||||||
Audit fees(1)
|
| | | | 180,180 | | | | | | 187,252 | | |
Audit related fees(2)
|
| | | | 0 | | | | | | 0 | | |
Tax fees(3)
|
| | | | 0 | | | | | | 0 | | |
All other fees(4)
|
| | | | 0 | | | | | | 0 | | |
Total fees
|
| | | | 180,180 | | | | | | 187,252 | | |
| | |
Split Ratio Range
1:5 |
| |
Split Ratio Range
1:20 |
| ||||||
Shares of Common Stock Issued and Outstanding (as of April 26, 2023)
|
| | | | 119,410,992 | | | | | | 119,410,992 | | |
Shares of Common Stock Issued and Outstanding Post Reverse
Stock Split |
| | | | 23,882,198 | | | | | | 5,970,550 | | |
Shares of Common Stock Issuable Upon Conversion of Series X Preferred Stock
|
| | | | 27,338,200 | | | | | | 6,834,550 | | |
Total Shares of Common Stock Outstanding Post Reverse Stock Split and Conversion
|
| | | | 51,220,398 | | | | | | 12,805,100 | | |
Name and Address of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percentage
Ownership (%) |
| ||||||
5% or Greater Stockholders(1): | | | | | | | | | | | | | |
BeiGene, Ltd.(2)
|
| | | | 12,153,074 | | | | | | 9.8% | | |
HealthCare Ventures, and affiliates(3)
|
| | | | 6,763,210 | | | | | | 5.7% | | |
Perceptive Life Sciences Master Fund, Ltd., and affiliates(4)
|
| | | | 6,726,496 | | | | | | 5.6% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Christopher K. Mirabelli(5)
|
| | | | 5,144,159 | | | | | | 4.3% | | |
Chairman of the Board of Directors
|
| | | | | | | | | | | | |
Douglas E. Onsi(6)
|
| | | | 6,288,099 | | | | | | 5.2% | | |
Chief Executive Officer, President and Director
|
| | | | | | | | | | | | |
Augustine Lawlor(7)
|
| | | | 7,762,565 | | | | | | 6.4% | | |
Chief Operating Officer
|
| | | | | | | | | | | | |
Cynthia Sirard
|
| | | | 781,740 | | | | | | * | | |
Chief Medical Officer(8)
|
| | | | | | | | | | | | |
James Cavanaugh(9)
|
| | | | 241,591 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
Thomas Dietz(10)
|
| | | | 275,175 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
William Li(11)
|
| | | | 227,300 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
Joseph Loscalzo(12)
|
| | | | 238,300 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
Nissim Mashiach(13)
|
| | | | 410,541 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
Richard Schilsky (14)
|
| | | | 62,500 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
Christian Richard (15)
|
| | | | 37,500 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
Patricia Martin (16)
|
| | | | 37,500 | | | | | | * | | |
Director
|
| | | | | | | | | | | | |
All Directors and Executive Officers as a Group
(fourteen persons)(17)(18) |
| | | | 14,336,648 | | | | | | 11.3% | | |