☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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PDS BIOTECHNOLOGY CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.
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To elect two Class B directors of the Company, Kamil Ali-Jackson, Esq. and Ilian Iliev, Ph.D., to hold office until the 2023 Annual Meeting of Stockholders or until their successors shall have been duly elected and qualified.
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2.
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To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
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3.
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To conduct any other business properly brought before the Annual Meeting. These items of business are more fully described in this “Proxy Statement.”
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•
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This proxy statement for the Annual Meeting;
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•
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Our 2019 Annual Report to Stockholders, which consists of PDS’s Annual Report on Form 10-K for the year ended December 31, 2019; and
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•
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The proxy card or a voting instruction form for the Annual Meeting, if you have requested that the proxy materials be mailed to you.
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•
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Via Webcast: You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PDSB2020 and entering your 16-digit control number which is included in the Notice and Access Card that will be mailed to you. Please have your Notice and Access Card in hand when you access the website and then follow the instructions.
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•
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By Mail: You may vote by proxy by filling out the proxy card you may have received and returning it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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•
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By Telephone: To vote over the telephone, dial toll-free (800) 690-6903 using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on June 22, 2020 to be counted.
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•
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Via the Internet: To vote through the internet before the Annual Meeting, go to www.proxyvote.com and follow the on-screen instructions. Please have your Notice and Access Card in hand when you access the website and then follow the instructions. Your internet vote must be received by 11:59 p.m., Eastern Time on June 22, 2020 to be counted.
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•
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You may submit another properly completed proxy card with a later date.
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•
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You may grant a subsequent proxy by telephone or through the internet.
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•
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You may send a timely written notice that you are revoking your proxy to our Secretary at PDS Biotechnology Corporation at 303A College Road East, Princeton NJ 08540
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•
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You may attend the Annual Meeting via the Internet and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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•
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For the elections of Kamil Ali-Jackson, Esq. and Ilian Iliev, Ph.D., a plurality of the votes cast will be required for election. Only votes “For” or “Withheld” will affect the outcome.
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•
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To be approved, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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•
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Non-votes will have no effect.
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Name
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Age
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Nominees for Director
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| |
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(Class B — Term expiring at annual meeting of stockholders in 2023)
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| |
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Kamil Ali-Jackson, Esq.
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61
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Ilian Iliev, Ph.D.
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44
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Directors Continuing in Office
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(Class A — Term expiring at annual meeting of stockholders in 2022)
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| |
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Gregory Freitag, J.D., CPA
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60
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Stephen Glover
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60
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Sir Richard Sykes
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77
|
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(Class C — Term expiring at annual meeting of stockholders in 2021)
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| |
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Frank Bedu-Addo, Ph.D.
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55
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De Lyle W. Bloomquist
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60
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Name
|
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Audit
|
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Compensation
|
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Nominating
and Corporate Governance |
Stephen Glover
|
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X
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X*
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| |
|
Kamil Ali-Jackson, Esq.
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X
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| |
|
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X*
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Frank Bedu-Addo, Ph.D.
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| |
|
| |
|
| |
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De Lyle W. Bloomquist
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|
| |
|
| |
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Gregory Freitag, J.D., CPA
|
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X*
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| |
|
| |
X
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Ilian Iliev, Ph.D.
|
| |
|
| |
|
| |
|
Sir Richard Sykes
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| |
|
| |
X
|
| |
X
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*
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Committee Chairperson
|
•
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hiring an independent registered public accounting firm to conduct the annual audit of our financial statements and monitoring its independence and performance;
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•
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reviewing and approving the planned scope of the annual audit and the results of the annual audit;
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•
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pre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm;
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•
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reviewing the significant accounting and reporting principles to understand their impact on our financial statements;
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•
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reviewing our internal financial, operating and accounting controls with management and our independent registered public accounting firm;
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•
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reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements;
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•
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reviewing potential conflicts of interest under and violations of our Code of Conduct;
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•
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establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters;
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•
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reviewing and approving related-party transactions;
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•
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primary responsibility for overseeing our risk management function; and
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•
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reviewing and evaluating, at least annually, our Audit Committee’s charter.
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•
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designing and implementing competitive compensation policies to attract and retain key personnel;
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•
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reviewing and formulating policy and determining the compensation of our executive officers and employees;
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•
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reviewing and recommending to the Board the compensation of our directors;
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•
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administering our equity incentive plans and granting equity awards to our employees and directors under these plans;
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•
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if required from time to time, reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” and recommending to the full board its inclusion in our periodic reports to be filed with the SEC;
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•
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if required from time to time, preparing the report of the Compensation Committee to be included in our annual proxy statement;
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•
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engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and
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•
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reviewing and evaluating, at least annually, our Compensation Committee’s charter.
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•
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identifying, reviewing and evaluating candidates to serve on our board;
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•
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determining the minimum qualifications for service on our board;
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•
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developing and recommending to our board an annual self-evaluation process for our board and overseeing the annual self-evaluation process;
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•
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developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our board any changes to such principles; and
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•
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periodically reviewing and evaluating our Nominating and Corporate Governance Committee’s charter.
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Name
|
| |
Age
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| |
Position
|
Frank Bedu-Addo, Ph.D.
|
| |
55
|
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President, Chief Executive Officer and Director
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Gregory L. Conn, Ph.D.
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65
|
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Chief Scientific Officer
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Lauren Wood, M.D.
|
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60
|
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Chief Medical Officer
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Janetta Trochimiuk
|
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57
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Controller and Principal Accounting Officer
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Name and Principal Position
|
| |
Year
|
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Salary
($) |
| |
Bonus(11)
($) |
| |
Stock
Awards(1) ($) |
| |
Option
Awards(1) ($) |
| |
Restricted
Stock Units(10) ($) |
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All Other
Compensation ($) |
| |
Total
($) |
Frank Bedu-Addo, Ph.D.
Chief Executive Officer(8) |
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2019
|
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356,250
|
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395,000(3)
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—
|
| |
1,832,510
|
| |
—
|
| |
—
|
| |
2,583,760(11)
|
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2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
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||
Andrew Saik
Former Chief Financial Officer(6) |
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2019
|
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370,000
|
| |
—
|
| |
—
|
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309,363
|
| |
—
|
| |
—
|
| |
679,363
|
|
2018
|
| |
370,000
|
| |
166,500
|
| |
70,632
|
| |
660,490
|
| |
70,632
|
| |
—
|
| |
1,267,622
|
||
Gregory L. Conn, Ph.D.
Chief Scientific Officer(8) |
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2019
|
| |
169,167
|
| |
—
|
| |
—
|
| |
461,603
|
| |
—
|
| |
38,184(7)
|
| |
668,954(7)(11)
|
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
W. Bradford Middlekauff
Former SVP, General Counsel and Secretary(4) |
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2019
|
| |
121,742
|
| |
156,400
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
278,142
|
|
2018
|
| |
347,700
|
| |
157,470
|
| |
42,351
|
| |
791,426
|
| |
42,351
|
| |
11,000(9)
|
| |
1,349,947
|
||
Brian A. Leuthner
Former Chief Executive Officer(2) |
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2019
|
| |
110,417
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
896,583(5)
|
| |
1,007,000
|
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2018
|
| |
530,000
|
| |
318,000
|
| |
143,846
|
| |
3,356,300
|
| |
143,846
|
| |
10,800(9)
|
| |
4,358,946
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(1)
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Amounts shown in this column do not reflect actual compensation received by the named executive officers. The amounts reflect the grant date fair value of restricted stock unit and stock option awards and are calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 — Stock Compensation, and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock Based Compensation” in the notes to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The executive will only realize compensation to the extent the trading price of the Company’s common stock is greater than the exercise price of such stock options at the time such options are exercised.
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(2)
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Mr. Leuthner ceased employment as of March 15, 2019 in connection with the Merger.
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(3)
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Represents signing bonus paid to Dr. Bedu-Addo.
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(4)
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Mr. Middlekauff resigned from the Company on April 12, 2019.
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(5)
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Represents severance amount paid to Mr. Leuthner.
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(6)
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Mr. Saik resigned from the Company on March 20, 2020.
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(7)
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Includes amounts paid to Dr. Conn as a consultant prior to commencing employment on June 1, 2019. Reflects matching contributions to the Company's 401(k) plan.
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(8)
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Dr. Bedu-Addo joined the Company on March 15, 2019, in connection with the Merger. Dr. Conn served as a consultant to the Company beginning on March 15, 2019 through June 1, 2019 at which point Dr. Conn became an employee of the Company.
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(9)
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Represents a matching contribution made by Edge to Edge’s 401(k) plan.
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(10)
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All outstanding Restricted Stock Units (RSUs) vested and converted into shares of PDS common stock at the time of the Merger.
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(11)
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Bonus amounts payable for the year ended December 31, 2019 have not yet been determined by the Compensation Committee. The Company anticipates that these amounts will be fixed at the Compensation Committee meeting expected to be held in June 2020.
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Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable(1) |
| |
Option
Exercise Price |
| |
Grant
Date |
| |
Expiration
Date |
| |
Number of
Restricted Stock Award Shares that have not Vested |
| |
Market
Value of Restricted Stock Award Shares that have not Vested |
Frank Bedu-Addo, Ph.D.
|
| |
—
|
| |
100,000
|
| |
$5.99
|
| |
6/28/19
|
| |
6/28/2029
|
| |
—
|
| |
—
|
|
| |
53,174
|
| |
—
|
| |
$6.57
|
| |
7/27/2011
|
| |
7/27/2021
|
| |
—
|
| |
—
|
|
| |
219,535
|
| |
—
|
| |
$6.57
|
| |
12/3/2012
|
| |
12/3/2022
|
| |
—
|
| |
—
|
|
| |
53,173
|
| |
—
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
| |
—
|
| |
—
|
|
| |
179,486
|
| |
—
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Andrew Saik(3)
|
| |
2,500
|
| |
—
|
| |
$299.60
|
| |
3/1/2018
|
| |
3/1/2028
|
| |
—
|
| |
—
|
|
| |
—
|
| |
62,715
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
| |
—
|
| |
—
|
|
| |
10,000
|
| |
—
|
| |
$214.60
|
| |
11/1/2017
|
| |
11/1/2027
|
| |
—
|
| |
—
|
|
| |
8,300
|
| |
—
|
| |
$22.00
|
| |
6/19/2018
|
| |
3/15/2022
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gregory L. Conn, Ph.D.
|
| |
17,764
|
| |
—
|
| |
$6.87
|
| |
1/31/2016
|
| |
—
|
| |
—
|
| |
—
|
|
| |
14,450
|
| |
—
|
| |
$15.33
|
| |
7/6/2018
|
| |
—
|
| |
—
|
| |
—
|
|
| |
44,871
|
| |
—
|
| |
$9.04
|
| |
3/14/2019
|
| |
—
|
| |
—
|
| |
—
|
|
| |
—
|
| |
40,000
|
| |
$6.39
|
| |
6/6/2019
|
| |
—
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
W. Bradford Middlekauff(4)
|
| |
4,976
|
| |
—
|
| |
$22.00
|
| |
6/19/2018(5)
|
| |
6/19/2022
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
8/14/2018(6)
|
| |
N/A
|
| |
2,488
|
| |
$15,925
|
Brian A. Leuthner(2)
|
| |
16,903
|
| |
—
|
| |
$22.00
|
| |
6/19/2018(5)
|
| |
3/15/2022
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
8/14/2018(6)
|
| |
N/A
|
| |
8,451
|
| |
$54,090
|
(1)
|
Except as otherwise noted, options vest with respect to one-fourth of the underlying shares on the first anniversary of the grant date and in equal installments of 1⁄48 of the underlying shares on each monthly anniversary of the grant date thereafter for the subsequent 36 months.
|
(2)
|
Mr. Leuthner ceased employment as of March 15, 2019 in connection with the Merger.
|
(3)
|
Mr. Saik resigned from the Company on March 20, 2020.
|
(4)
|
Mr. Middlekauff resigned from the Company on April 12, 2019.
|
(5)
|
Represents stock options granted in connection with the Retention Arrangements described under “Certain Relationships And Related-Party Transactions” below. These options vested on the earliest to occur of (i) the termination of the executive’s employment with Edge other than for cause (as defined in the Company’s Amended and Restated 2014 Equity Incentive Plan), (ii) the consummation of a strategic transaction arising out of the strategic review discussed above and (iii) the one-year anniversary of the grant date. All of these stock options vested on March 15, 2019 upon the closing of the Merger.
|
(6)
|
Represents RSUs granted in connection with the Retention Arrangements described under “Certain Relationships And Related-Party Transactions” below. These RSUs had the same vesting terms as those described in note (5) above relating to retention stock options. Each of these RSUs vested on March 15, 2019 upon the closing of the Merger.
|
Committee
|
| |
Annual Retainer
|
Audit Committee Chairperson
|
| |
$18,500
|
Audit Committee Member
|
| |
$8,000
|
Compensation Committee Chairperson
|
| |
$15,000
|
Compensation Committee Member
|
| |
$7,500
|
Nominating and Corporate Governance Committee Chairperson
|
| |
$8,000
|
Nominating and Corporate Governance Committee Member
|
| |
$4,000
|
Name
|
| |
Fees
Earned Or Paid in Cash ($) |
| |
Option
Awards ($)(1) |
| |
Total
($) |
Sol Barer, Ph.D.(2)
|
| |
17,236(2)
|
| |
—(2)
|
| |
17,236
|
Isaac Blech(3)
|
| |
9,024(3)
|
| |
—(3)
|
| |
9,024
|
Rosemary Crane(4)
|
| |
9,024(4)
|
| |
—(4)
|
| |
9,024
|
James J. Loughlin(5)
|
| |
60,499(5)
|
| |
41,362(5)
|
| |
101,861
|
R. Loch Macdonald, M.D., Ph.D.(6)
|
| |
8,111(6)
|
| |
—(6)
|
| |
8,111
|
Liam Ratcliffe, M.D., Ph.D.(7)
|
| |
9,531(7)
|
| |
—(7)
|
| |
9,531
|
Robert Spiegel, M.D.(8)
|
| |
13,688(8)
|
| |
—(8)
|
| |
13,688
|
Gregory Freitag, J.D.(9)
|
| |
41,429
|
| |
107,436(9)
|
| |
148,865
|
De Lyle W. Bloomquist(10)
|
| |
37,055
|
| |
107,436(10)
|
| |
144,491
|
Sir Richard Sykes(11)
|
| |
37,280
|
| |
41,362(11)
|
| |
78,642
|
Stephen Glover(12)
|
| |
52,875
|
| |
41,362(12)
|
| |
94,237
|
Kamil Ali-Jackson, Esq.(13)
|
| |
—
|
| |
—(13)
|
| |
—
|
Ilian Iliev, Ph.D.(14)
|
| |
—
|
| |
—(14)
|
| |
—
|
(1)
|
The amounts shown in this column do not reflect actual compensation received by our directors. The amounts reflect the grant date fair value of option awards and are calculated in accordance with the provisions of FASB Accounting Standards Codification Topic 718 Compensation - Stock Compensation (“ASC Topic 718”), and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock-based Compensation” in the notes to the Company’s financial statements included in our most recent Annual Report on Form 10-K. The director will only realize compensation to the extent the trading price of PDS’s common stock is greater than the exercise price of such stock options at the time such options are exercised.
|
(2)
|
Dr. Barer resigned from the Edge Board on March 15, 2019 in connection with the Merger. Dr. Barer was paid by Edge for his service as a member of the Edge Board prior to the consummation of the Merger. Dr. Barer did not hold any option awards as of December 31, 2019.
|
(3)
|
Mr. Blech resigned from the Edge Board on March 15, 2019 in connection with the Merger. Mr. Blech was paid by Edge for his service as a member of the Edge Board prior to the consummation of the Merger. Mr. Blech did not hold any option awards as of December 31, 2019.
|
(4)
|
Ms. Crane resigned from the Edge Board on March 15, 2019 in connection with the Merger. Ms. Crane was paid by Edge for her service as a member of the Edge Board prior to the consummation of the Merger. Ms. Crane did not hold any option awards as of December 31, 2019.
|
(5)
|
Mr. Loughlin resigned from the PDS Board on December 9, 2019. Mr. Loughlin was paid by Edge for his service as a member of the Edge Board prior to the consummation of the Merger. Mr. Loughlin held an aggregate of 14,996 option awards as of December 31, 2019.
|
(6)
|
Dr. Macdonald resigned from the Edge Board on March 15, 2019 in connection with the Merger. Dr. Macdonald was paid by Edge for his service as a member of the Edge Board prior to the consummation of the Merger. Dr. Macdonald did not hold any option awards as of December 31, 2019.
|
(7)
|
Dr. Ratcliffe resigned from the Edge Board on March 15, 2019 in connection with the Merger. Dr. Ratcliffe was paid by Edge for his service as a member of the Edge Board prior to the consummation of the Merger. Dr. Ratcliffe did not hold any option awards as of December 31, 2019.
|
(8)
|
Dr. Spiegel resigned from the PDS Board on March 26, 2019. Dr. Spiegel was paid by Edge for his service as a member of the Edge Board prior to the consummation of the Merger. Dr. Spiegel did not hold any option awards as of December 31, 2019.
|
(9)
|
Mr. Freitag was appointed as a director of the PDS Board on March 15, 2019 in connection with the Merger. Mr. Freitag held an aggregate of 37,867 option awards as of December 31, 2019.
|
(10)
|
Mr. Bloomquist was appointed as a director of the PDS Board on March 15, 2019 in connection with the Merger. Mr. Bloomquist held an aggregate of 20,218 option awards as of December 31, 2019.
|
(11)
|
Sir Richard Sykes was appointed as director of the PDS Board on March 15, 2019 in connection with the Merger. Sir Richard Sykes held an aggregate of 35,474 option awards as of December 31, 2019.
|
(12)
|
Mr. Glover was appointed to the PDS Board on April 2, 2019. Mr. Glover held an aggregate of 9,000 option awards as of December 31, 2019.
|
(11)
|
Ms. Ali-Jackson was appointed to the PDS Board on February 21, 2020. Ms. Ali-Jackson did not hold any option awards as of December 31, 2019.
|
(12)
|
Dr. Iliev was appointed to the PDS Board on April 8, 2020. Dr. Iliev did not hold any option awards as of December 31, 2019.
|
|
| |
Beneficial Ownership
|
|||
Name of Beneficial Owner
|
| |
Shares
|
| |
%(1)
|
Greater than 5% Stockholders:
|
| |
|
| |
|
NetScientific plc(2)
|
| |
1,046,670
|
| |
6.81%
|
E. Jeffrey Peierls(3)
|
| |
1,008,362
|
| |
6.56%
|
Brian Eliot Peierls(4)
|
| |
976,813
|
| |
6.36%
|
Melvin Lawson(5)
|
| |
933,923
|
| |
6.08%
|
PDS Named Executive Officers and Directors:
|
| |
|
| |
|
Frank Bedu-Addo, Ph.D.(6)
|
| |
1,125,875
|
| |
7.33%
|
Sir Richard Sykes(7)
|
| |
471,582
|
| |
3.07%
|
De Lyle W. Bloomquist(8)
|
| |
813,116
|
| |
5.29%
|
Gregory Freitag(9)
|
| |
69,138
|
| |
*
|
Stephen Glover(10)
|
| |
57,908
|
| |
*
|
Kamil Ali-Jackson, Esq.
|
| |
—
|
| |
—
|
Ilian Iliev, Ph.D.(11)
|
| |
—
|
| |
—
|
Gregory L. Conn(12)
|
| |
192,630
|
| |
1.25%
|
Andrew Saik(13)
|
| |
146,348
|
| |
*
|
W. Bradford Middlekauff(14)
|
| |
64,742
|
| |
*
|
Brian A. Leuthner(15)
|
| |
256,171
|
| |
1.66%
|
All current executive officers and directors as a group (10 persons)
|
| |
2,730,249
|
| |
17.78%
|
*
|
Less than 1%
|
(1)
|
Percentage ownership is based on 15,350,445 shares of common stock outstanding as of the Record Date, together with securities exercisable or convertible into shares of common stock within 60 days after the Record Date, for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
|
(2)
|
Based on information disclosed in a Schedule 13D filed with the SEC on March 2, 2020 by NetScientific Plc (“NetScientific”), according to which NetScientific holds 1,042,833 shares of common stock directly and 3,837 shares subject to an outstanding warrant exercisable within 60 days of the Record Date. The principal business address of NetScientific is 30 St. Mary Axe, London, EC3A 8BF, United Kingdom.
|
(3)
|
Based on information disclosed in a Schedule 13G filed with the SEC on February 21, 2020 by E. Jeffrey Peierls (“E. Peierls”), according to which E. Peierls holds shared voting and dispositive power over 1,008,362 shares of common stock, as follows:
|
(4)
|
Based on information disclosed in a Schedule 13G filed with the SEC on February 21, 2020 by Brian Elliot Peierls (“B. Peierls”), according to which B. Peierls holds shared voting and dispositive power over 976,813 shares of common stock, as follows: (i) 111,100 shares are owned directly by B. Peierls, (ii) 430,015 shares of common stock are owned by The Peierls Foundation, Inc., and (iii) 435,698 shares of common stock are held by Trusts of which B. Peierls is a fiduciary. B. Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc. The address of B. Peierls is 3017 McCurdy St., Austin, TX 78723.
|
(5)
|
Based on information disclosed in a Schedule 13D filed with the SEC on March 2, 2020 by Melvin Lawson (“Lawson”), according to which Lawson holds 933,923 shares of common stock directly. Mr. Lawson beneficially owns approximately 29.98% of the issued share capital of NetScientific plc. The principal business address for Lawson is c/o The Beckman Group, 2nd Floor, 25 Old Burlington Street, London, W1S 3AN.
|
(6)
|
Includes 620,507 shares of common stock and 505,368 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(7)
|
Includes 445,108 shares of common stock and 26,474 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(8)
|
Includes 785,941 shares of common stock and 11,218 shares subject to outstanding options exercisable within 60 days of the Record Date and 15,957 shares subject to outstanding warrants exercisable within 60 days of the Record Date. Mr. Bloomquist is a partner of Asklepios Capital LLC. The business address of Asklepios Capital LLC is 10244 E. Windrunner Dr., Scottsdale, Arizona 85255
|
(9)
|
Includes 40,271 shares of common stock and 28,867 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(10)
|
Includes 57,908 shares of common stock and 0 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(11)
|
On April 8, 2020, the Company’s board, based upon the recommendation of the Nominating and Corporate Governance Committee of the board, appointed Ilian Iliev, Ph.D., as a director and new member of the Board. Dr. Iliev was presented to the Company’s board as a designee for approval by NetScientific plc or NetScientific, pursuant to the board designee rights granted to NetScientific in connection with the Company’s February 2020 public offering, as previously disclosed. Dr. Iliev is a non-executive director of NetScientific. Dr. Iliev is not deemed to be the beneficial owner of any of the shares of our common stock or warrants held by NetScientific.
|
(12)
|
Includes 115,545 shares of common stock and 77,085 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(13)
|
Mr. Saik is the former Chief Financial Officer and a former director of the Company. Mr. Saik resigned as the Chief Financial Officer and as a director of the Company on March 20, 2020. Mr. Saik’s beneficial ownership includes 125,548 shares of common stock and 20,800 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(14)
|
Mr. Middlekauff is the former SVP, General Counsel of Edge and PDS. Mr. Middlekauff resigned as SVP, General Counsel of PDS effective as of April 12, 2019. Mr. Middlekauff’s beneficial ownership includes 59,766 shares of common stock owned on April 12, 2019, immediately prior to his resignation from PDS and 4,976 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(15)
|
Mr. Leuthner is the former President and Chief Executive Officer and a former director of Edge. Mr. Leuthner resigned as the President, Chief Executive Officer and as a director of Edge in connection with the Merger. Mr. Leuthner’s beneficial ownership includes 239,268 shares owned on March 15, 2019, immediately prior to his resignation from Edge and 16,903 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
|
| |
(A)
|
| |
(B)
|
| |
(C)
|
Plan category
|
| |
Number of
securities to be issued upon exercise of outstanding 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 (excluding securities reflected in column (A)) |
Equity compensation plans approved by security holders
|
| |
1,298,820
|
| |
15.12
|
| |
539,647
|
Equity compensation plans not approved by security holders
|
| |
122,977
|
| |
24.74
|
| |
137,173
|
Total
|
| |
1,421,797
|
| |
15.95
|
| |
676,820
|
•
|
the amounts exceeded or will exceed $120,000; and
|
•
|
any of the directors, executive officers or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
Recipient
|
| |
Title
|
| |
Shares with a
Grant Date of June 15, 2018 |
| |
Shares with a
Grant Date of August 14, 2018 |
| |
Cash
Compensation |
Brian A. Leuthner
|
| |
President and Chief Executive Officer
|
| |
16,903
|
| |
8,451
|
| |
$318,000
|
Andrew Saik
|
| |
Chief Financial Officer
|
| |
8,300
|
| |
4,149
|
| |
$166,500
|
W. Bradford Middlekauff
|
| |
Senior Vice President, General Counsel and Secretary
|
| |
4,976
|
| |
2,488
|
| |
$157,470
|
Herbert J. Faleck
|
| |
Chief Medical Officer
|
| |
5,983
|
| |
2,991
|
| |
$187,200
|
|
| |
Fiscal Year
Ended 2018 |
| |
Fiscal Year
Ended 2019 |
Audit Fees
|
| |
$398,000
|
| |
$397,500
|
Audit-related Fees
|
| |
58,450
|
| |
112,500
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total Fees
|
| |
$456,450
|
| |
$510,000
|