Check the appropriate box:
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☐
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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 Pursuant to §240.14a-11(c) or §240.14a-2
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Dean Mitchell
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Nima Farzan
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Chair of the Board of Directors
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President, Chief Executive Officer and Director
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Time and Date
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Friday, June 11, 2021 at 9:00 a.m. Pacific Time
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Place
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The Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. You will be able to attend the Annual Meeting virtually, submit questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/KNTE2021.
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Items of Business
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•
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To elect two Class I directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified.
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•
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.
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•
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Record Date
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April 16, 2021 (the Record Date). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
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By order of the Board of Directors,
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Nima Farzan
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President, Chief Executive Officer and Director
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•
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the election of Carl Gordon, Ph.D. and Jim Tananbaum, M.D. as Class I directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified; and
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•
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the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.
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•
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FOR the election of each of Carl Gordon, Ph.D. and Jim Tananbaum, M.D. as Class I directors; and
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•
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FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.
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•
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Proposal No. 1: The election of each Class I director requires a plurality of the votes of the shares of our common stock present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the two nominees who receive the most votes cast FOR will be elected as Class I directors. You may (i) vote FOR all nominees, (ii) WITHHOLD your vote as to all nominees, or (iii) vote FOR all nominees except for those specific nominees from whom you WITHHOLD your vote. Any shares not voted FOR a particular nominee (whether as a result of voting withheld or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. If you WITHHOLD your vote as to all nominees, you will be deemed to have abstained from voting on Proposal No. 1, and such abstention will have no effect on the outcome of the proposal.
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•
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Proposal No. 2: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 requires an affirmative FOR vote of a majority of the shares of our common stock present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 2, the abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the outcome of this proposal.
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•
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You may vote via the Internet. To vote via the Internet prior to the Annual Meeting, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from the proxy card you receive. Your vote must be received by 11:59 p.m. Eastern Time on June 10, 2021 to be counted. If you vote via the Internet prior to the Annual Meeting, you do not need to return a proxy card by mail.
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•
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You may vote by telephone. To vote by telephone, dial 1-800-690-6903 (toll-free in the United States and Canada; toll charges apply to calls from other countries) and follow the recorded instructions. You will be asked to provide the control number from the proxy card. Your vote must be received by 11:59 p.m. Eastern Time on June 10, 2021 to be counted. If you vote by telephone, you do not need to return a proxy card by mail.
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•
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You may vote by mail. To vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and return it promptly by mail in the enclosed postage-paid envelope so that it is received no later than June 10, 2021. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter to be voted on at the Annual Meeting, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our board of directors.
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•
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You may vote virtually during the Annual Meeting. If you plan to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/KNTE2021, you may vote electronically and submit questions during the meeting. Please have your proxy card in hand when you visit the website.
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•
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entering a new vote by Internet or telephone by 11:59 p.m. Eastern Time on June 10, 2021;
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•
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signing and returning a new proxy card with a later date by 11:59 p.m. Eastern Time on June 10, 2021;
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•
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delivering a written revocation to our Secretary at Kinnate Biopharma Inc., 12707 High Bluff Drive, Suite 200, San Diego, California 92130, by 11:59 p.m. Eastern Time on June 10, 2021; or
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•
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attending the Annual Meeting and voting in person (including virtually).
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•
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FOR the election of each of the two directors nominated by our board of directors and named in this proxy statement as Class I directors (Proposal No. 1);
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•
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FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 (Proposal No. 2); and
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•
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In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting.
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•
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not earlier than February 11, 2022; and
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•
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not later than March 13, 2022.
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•
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the 90th day prior to such annual meeting; or
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•
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the 10th day following the day on which public announcement of the date of such annual meeting is first made.
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Name
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Class
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| |
Age
|
| |
Position
|
| |
Director
Since
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Current
Term
Expires
|
| |
Expiration of
Term For
Which
Nominated
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Director Nominees
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|
Carl Gordon, Ph.D.(1)(2)
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I
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56
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Director
|
| |
2019
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| |
2021
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| |
2024
|
Jim Tananbaum, M.D.(2)
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I
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| |
57
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Director
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| |
2018
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| |
2021
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| |
2024
|
Continuing Directors
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Laurie Smaldone Alsup, Ph.D.(3)
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II
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67
|
| |
Director
|
| |
2020
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| |
2022
|
| |
—
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Melissa Epperly(1)
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II
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| |
43
|
| |
Director
|
| |
2020
|
| |
2022
|
| |
—
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Michael Rome(1)(3)
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| |
II
|
| |
36
|
| |
Director
|
| |
2019
|
| |
2022
|
| |
—
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Nima Farzan
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III
|
| |
45
|
| |
President, Chief Executive Officer and Director
|
| |
2020
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| |
2023
|
| |
—
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Keith Flaherty, M.D.(3)
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III
|
| |
50
|
| |
Director
|
| |
2019
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| |
2023
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| |
—
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Dean Mitchell(2)(3)
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III
|
| |
65
|
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Chair and Director
|
| |
2020
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| |
2023
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| |
—
|
(1)
|
Member of our audit committee
|
(2)
|
Member of our compensation committee
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(3)
|
Member of our corporate governance and nominating committee
|
•
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selecting and hiring the independent registered public accounting firm to audit our financial statements;
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•
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helping to ensure the independence and performance of the independent registered public accounting firm;
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•
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approving audit and non-audit services and fees;
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•
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reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
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•
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preparing the audit committee report that the SEC requires to be included in our annual proxy statement;
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•
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reviewing reports and communications from the independent registered public accounting firm;
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•
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reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedure;
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•
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reviewing our policies on risk assessment and risk management;
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•
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reviewing and monitoring conflicts of interest situations, and approving or prohibiting any involvement in matters that may involve a conflict of interest or taking of a corporate opportunity;
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•
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reviewing related party transactions; and
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•
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establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.
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•
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overseeing our overall compensation philosophy and compensation policies, plans and benefit programs;
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•
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reviewing and approving compensation for our executive officers and directors;
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•
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preparing the compensation committee report that the SEC requires to be included in our annual proxy statement; and
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•
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administering our equity compensation plans.
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•
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identifying, evaluating, and making recommendations to our board of directors regarding nominees for election to our board of directors and its committees;
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•
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considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;
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•
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reviewing developments in corporate governance practices;
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•
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evaluating the adequacy of our corporate governance practices and reporting; and
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•
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evaluating the performance of our board of directors and of individual directors.
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•
|
$30,000 per year for service as chair of the board of directors;
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•
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$15,000 per year for service as chair of the audit committee;
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•
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$7,500 per year for service as a member of the audit committee;
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•
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$10,000 per year for service as chair of the compensation committee;
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•
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$5,000 per year for service as a member of the compensation committee;
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•
|
$8,000 per year for service as chair of the corporate governance and nominating committee; and
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•
|
$4,000 per year for service as a member of the corporate governance and nominating committee.
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Name
|
| |
Fees Earned
or Paid in
Cash ($)
|
| |
Option
Awards ($)(1)
|
| |
All Other
Compensation ($)
|
| |
Total ($)
|
Melissa Epperly
|
| |
3,961
|
| |
369,062
|
| |
—
|
| |
373,024
|
Keith Flaherty, M.D.
|
| |
3,407
|
| |
195,488
|
| |
35,550(2)
|
| |
234,445
|
Carl Gordon, Ph.D.
|
| |
3,763
|
| |
603,356
|
| |
—
|
| |
607,120
|
Steve Kaldor, Ph.D.
|
| |
21,973(3)
|
| |
754,701
|
| |
94,300(4)
|
| |
870,974
|
Dean Mitchell
|
| |
6,259
|
| |
520,345
|
| |
—
|
| |
526,604
|
Michael Rome, Ph.D.
|
| |
3,684
|
| |
603,356
|
| |
—
|
| |
607,041
|
Laurie Smaldone Alsup, M.D.
|
| |
3,090
|
| |
260,028
|
| |
—
|
| |
263,118
|
Jim Tananbaum, M.D.
|
| |
3,169
|
| |
603,356
|
| |
—
|
| |
606,526
|
(1)
|
This column reflects the aggregate grant date fair value of option awards granted to the director in the applicable fiscal year, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, Compensation—Stock Compensation (Topic 718). See Note 8 to our financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
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(2)
|
Includes fees paid to Dr. Flaherty for research and development services provided pursuant to his consulting agreement with the Company.
|
(3)
|
Includes cash compensation paid to Dr. Kaldor for his service as a director and fees paid to Dr. Kaldor for services related to board of director matters provided pursuant to his consulting agreement with the Company.
|
(4)
|
Includes fees paid to Dr. Kaldor for research and development services provided pursuant to his consulting agreement with the Company.
|
|
| |
|
| |
Option Awards
|
|||||||||
Name
|
| |
Date of Grant
|
| |
Number of Securities
Underlying
Exercisable Options
|
| |
Number of
Securities
Underlying
Unexercisable
Options
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
Melissa Epperly(1)
|
| |
10/23/2020
|
| |
2,531
|
| |
58,220
|
| |
8.39
|
| |
10/23/2030
|
Keith Flaherty, Ph.D.(2)
|
| |
02/05/2020
|
| |
1,517
|
| |
54,595
|
| |
2.57
|
| |
02/05/2030
|
Keith Flaherty, Ph.D.(3)
|
| |
08/18/2020
|
| |
253
|
| |
10,379
|
| |
5.63
|
| |
08/18/2030
|
Keith Flaherty, Ph.D.(4)
|
| |
09/17/2018
|
| |
1,688
|
| |
30,376
|
| |
0.18
|
| |
09/17/2028
|
Carl Gordon, Ph.D.(5)
|
| |
12/02/2020
|
| |
0
|
| |
40,501
|
| |
20.00
|
| |
12/02/2030
|
Steve Kaldor, Ph.D.(6)
|
| |
03/23/2020
|
| |
187,973
|
| |
68,355
|
| |
2.57
|
| |
03/23/2030
|
Steve Kaldor, Ph.D.(7)
|
| |
08/18/2020
|
| |
11,475
|
| |
57,377
|
| |
5.63
|
| |
08/18/2030
|
Dean Mitchell(8)
|
| |
08/18/2020
|
| |
20,250
|
| |
101,253
|
| |
5.63
|
| |
08/18/2030
|
Michael Rome, Ph.D.(9)
|
| |
12/02/2020
|
| |
0
|
| |
40,501
|
| |
20.00
|
| |
12/02/2030
|
Laurie Smaldone Alsup, M.D.(10)
|
| |
08/22/2020
|
| |
10,125
|
| |
50,626
|
| |
5.63
|
| |
08/22/2030
|
Jim Tananbaum, M.D.(11)
|
| |
12/02/2020
|
| |
0
|
| |
40,501
|
| |
20.00
|
| |
12/02/2030
|
(1)
|
1/24th of the shares subject to the option vested on December 1, 2020 and 1/24th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(2)
|
1/48th of the shares subject to the option vested on January 19, 2020 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(3)
|
1/48th of the shares subject to the option vested on September 1, 2020 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(4)
|
1/48th of the shares subject to the option vested on July 1, 2018 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(5)
|
1/36th of the shares subject to the option vested on January 2, 2021 and 1/36th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(6)
|
50% of the shares subject to the option vested on August 20, 2020 and 1/20th of the remaining unvested shares vest monthly thereafter until April 1, 2022 subject to continued service through each such date.
|
(7)
|
1/24th of the shares subject to the option vested on September 1, 2020 and 1/24th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(8)
|
1/24th of the shares subject to the option vested on September 1, 2020 and 1/24th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(9)
|
1/36th of the shares subject to the option vested on January 2, 2021 and 1/36th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(10)
|
1/24th of the shares subject to the option vested on December 1, 2020 and 1/24th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(11)
|
1/36th of the shares subject to the option vested on January 2, 2021 and 1/36th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$982,000
|
| |
$ 0
|
Audit-Related Fees
|
| |
$0
|
| |
$0
|
Tax Fees(2)
|
| |
$0
|
| |
$0
|
All Other Fees
|
| |
$0
|
| |
$0
|
Total Fees
|
| |
$982,000
|
| |
$0
|
(1)
|
“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements and reviews of our quarterly financial statements for those fiscal years. This category also includes fees for services incurred in connection with our initial public offering. We engaged KPMG LLP in 2020 to audit our 2018, 2019 and 2020 annual financial statements.
|
(2)
|
“Tax Fees” consist of fees billed for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning.
|
•
|
reviewed and discussed the audited financial statements with management and KPMG;
|
•
|
discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; and
|
•
|
received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with KPMG its independence.
|
Name
|
| |
Age
|
| |
Position
|
Nima Farzan
|
| |
45
|
| |
President, Chief Executive Officer and Director
|
Mark Meltz.
|
| |
47
|
| |
Chief Operating Officer, General Counsel, Treasurer and Secretary
|
Eric Murphy, Ph.D.
|
| |
45
|
| |
Chief Scientific Officer
|
Richard Williams, MBBS, Ph.D.
|
| |
52
|
| |
Chief Medical Officer
|
•
|
Nima Farzan, our President, Chief Executive Officer and Director;
|
•
|
Mark Meltz, our Chief Operating Officer, General Counsel, Treasurer and Secretary; and
|
•
|
Eric Murphy, Ph.D., our Chief Scientific Officer.
|
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus
($)
|
| |
Option
Awards
($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
Nima Farzan(2)
President, Chief Executive Officer and Director
|
| |
2020
|
| |
359,423
|
| |
215,654
|
| |
4,370,048
|
| |
—
|
| |
329
|
| |
4,945,454
|
|
2019
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
||
Mark Meltz(3)
Chief Operating Officer, General Counsel, Treasurer and Secretary
|
| |
2020
|
| |
267,173
|
| |
140,266
|
| |
1,268,433
|
| |
—
|
| |
392
|
| |
1,676,264
|
|
2019
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
||
Eric Murphy, Ph.D.
Chief Scientific Officer
|
| |
2020
|
| |
376,115
|
| |
169,252
|
| |
983,188
|
| |
—
|
| |
447
|
| |
1,529,002
|
|
2019
|
| |
336,156
|
| |
67,275
|
| |
—
|
| |
—
|
| |
344
|
| |
403,775
|
||
Steve Kaldor, Ph.D.
Former President and Chief Executive Officer
|
| |
2020
|
| |
84,172
|
| |
|
| |
|
| |
|
| |
23,249(4)
|
| |
107,421
|
|
2019
|
| |
336,156
|
| |
67,275
|
| |
|
| |
|
| |
1,481
|
| |
404,912
|
(1)
|
This column reflects the aggregate grant date fair value of option awards granted to the officer in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 8 to our financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
|
(2)
|
Mr. Farzan joined our company as our President and Chief Executive Officer in March 2020.
|
(3)
|
Mr. Meltz joined our company as our Chief Operating Officer and General Counsel in April 2020.
|
(4)
|
Includes payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and life insurance premiums.
|
|
| |
|
| |
Option Awards
|
|||||||||
Name
|
| |
Date of
Grant
|
| |
Number of
Securities
Underlying
Exercisable
Options
|
| |
Number of
Securities
Underlying
Unexercisable
Options(1)
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
Nima Farzan(2)
|
| |
03/23/2020
|
| |
1,281,642
|
| |
0
|
| |
2.57
|
| |
03/23/2030
|
Nima Farzan(3)
|
| |
08/18/2020
|
| |
0
|
| |
437,413
|
| |
5.63
|
| |
08/18/2030
|
Mark Meltz(4)
|
| |
04/02/2020
|
| |
384,508
|
| |
—
|
| |
2.57
|
| |
04/02/2030
|
Mark Meltz(5)
|
| |
08/18/2020
|
| |
0
|
| |
121,503
|
| |
5.63
|
| |
08/18/2030
|
Eric Murphy, Ph.D.(6)
|
| |
02/05/2020
|
| |
0
|
| |
384,492
|
| |
2.57
|
| |
02/05/2030
|
Eric Murphy, Ph.D.(7)
|
| |
08/18/2020
|
| |
0
|
| |
52,651
|
| |
5.63
|
| |
08/18/2030
|
Steve Kaldor, Ph.D.(8)
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1)
|
The unvested portion of these awards are also subject to vesting acceleration under certain circumstances, as will be more fully described below under “—Potential Payments upon Termination or Change in Control—Change in Control and Severance Policy.”
|
(2)
|
1/4th of the shares subject to the option shall vest on March 3, 2021 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date. All of the shares subject to the option may be early exercised.
|
(3)
|
1/4th of the shares subject to the option shall vest on August 1, 2021 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(4)
|
1/4th of the shares subject to the option shall vest on April 1, 2021 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date. All of the shares subject to the option may be early exercised.
|
(5)
|
1/4th of the shares subject to the option shall vest on August 1, 2021 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(6)
|
1/4th of the shares subject to the option shall vest on February 5, 2021 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(7)
|
1/4th of the shares subject to the option shall vest on August 1, 2021 and 1/48th of the shares subject to the option vest monthly thereafter subject to continued service through each such vesting date.
|
(8)
|
See “Director Compensation” above for information regarding outstanding equity awards held by Dr. Kaldor as of December 31, 2020.
|
•
|
a lump-sum payment equal to 9 months (or 12 months in the case of Mr. Farzan) of the executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction);
|
•
|
payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for the executive officer and his eligible dependents, if any, for up to 9 months (or 12 months in the case of Mr. Farzan);
|
•
|
in the case of Messrs. Farzan and Meltz and Dr. Williams, vesting acceleration of any outstanding equity award that would have otherwise vested had the executive officer remained employed for another 12 months (in the case of Mr. Farzan) or 9 months (in the case of Mr. Meltz and Dr. Williams); and
|
•
|
in the case of Dr. Murphy, a lump sum payment equal to the pro-rated portion of Dr. Murphy’s target bonus for the year of termination based on the number of days in such year for which Dr. Murphy is employed by, or provided service to, us.
|
•
|
a lump-sum payment equal to 12 months (or 18 months in the case of Mr. Farzan) of the executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction) or if greater, at the level in effect immediately prior to the change in control, based on the number of days in such year for which the executive officer is employed by, or provided service to, us;
|
•
|
a lump-sum payment equal to the sum of (x) 100% (or 150% in the case of Mr. Farzan) of the executive officer’s target annual bonus as in effect for the fiscal year in which such termination occurs or if greater, at the level in effect, immediately prior to the change in control, plus (y) a pro-rated portion of the executive officer’s target bonus for the year in which the change of control occurs;
|
•
|
payment of premiums for coverage under COBRA for the executive officer and the executive officer’s eligible dependents, if any, for up to 12 months (or 18 months in the case of Mr. Farzan); and
|
•
|
100% accelerated vesting and exercisability of all company equity awards with service-based vesting (but that are not subject to performance-based vesting) that are outstanding and unvested as of the date of the qualifying termination.
|
Plan Category
|
| |
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Restricted
Stock Units
and Rights (#)
|
| |
Weighted
Average
Exercise Price of
Outstanding
Options
and Rights ($)
|
| |
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in the
first
Column) (#)
|
Equity compensation plans approved by security holders
|
| |
|
| |
|
| |
|
2018 Equity Incentive Plan, as Amended and Restated(1)
|
| |
6,079,105
|
| |
$3.63
|
| |
0
|
2020 Equity Incentive Plan(2)
|
| |
186,304
|
| |
$20.00
|
| |
5,619,735
|
2020 Employee Stock Purchase Plan(3)
|
| |
0
|
| |
$0
|
| |
435,000
|
Equity compensation plans not approved by security holders
|
| |
0
|
| |
$0
|
| |
0
|
TOTAL
|
| |
6,265,409
|
| |
$4.12
|
| |
6,054,735
|
(1)
|
Our board of directors adopted, and our stockholders approved, the 2018 Equity Incentive Plan, as amended and restated (the 2018 Plan). In connection with our initial public offering and the adoption of the 2020 Plan, we no longer grant awards under the 2018 Plan; however, all outstanding options issued pursuant to the 2018 Plan continue to be governed by their existing terms. To the extent that any such awards are forfeited or lapse unexercised or are repurchased, the shares of common stock subject to such awards will become available for issuance under the 2018 Plan.
|
(2)
|
Our board of directors adopted, and our stockholders approved, the 2020 Plan. The 2020 Plan provides that the number of shares available for issuance under the 2020 Plan will be increased on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 4,348,000 shares, (ii) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as our board of directors may determine.
|
(3)
|
Our board of directors adopted, and our shareholders approved, the 2020 Employee Stock Purchase Plan (the ESPP). The ESPP provides that the number of shares available for issuance under the ESPP will be increased on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 870,000 shares, (ii) one percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as the administrator may determine.
|
•
|
each of our directors and nominees for director;
|
•
|
each of our named executive officers;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person or group known by us to be the beneficial owner of more than 5% of our common stock.
|
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned
|
| |
Percentage of Shares
Beneficially Owned
|
Greater than 5% Stockholders:
|
| |
|
| |
|
Entities affiliated with Foresite Capital(1)
|
| |
10,838,311
|
| |
24.9%
|
Entities affiliated with OrbiMed(2)
|
| |
3,847,929
|
| |
8.9%
|
Entities affiliated with RA Capital Management(3)
|
| |
3,593,052
|
| |
8.3%
|
Nextech V Oncology S.C.S., SICAV-SIF(4)
|
| |
3,008,243
|
| |
6.9%
|
Vida Ventures, LLC(5)
|
| |
2,747,074
|
| |
6.3%
|
Entities affiliated with FMR, LLC(6)
|
| |
2,450,135
|
| |
5.6%
|
|
| |
|
| |
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Nima Farzan(7)
|
| |
1,298,829
|
| |
2.9%
|
Mark Meltz(8)
|
| |
390,758
|
| |
*
|
Eric Murphy, Ph.D.(9)
|
| |
1,739,729
|
| |
4.0%
|
Dean Mitchell(10)
|
| |
45,563
|
| |
*
|
Melissa Epperly(11)
|
| |
15,187
|
| |
*
|
Keith Flaherty, M.D.(12)
|
| |
87,121
|
| |
*
|
Carl Gordon, Ph.D.(13)
|
| |
3,853,554
|
| |
8.9%
|
Stephen Kaldor, Ph.D.(14)
|
| |
1,850,978
|
| |
4.2%
|
Michael Rome, Ph.D.(15)
|
| |
5,625
|
| |
*
|
Laurie Smaldone Alsup, M.D.(16)
|
| |
22,781
|
| |
*
|
Jim Tananbaum, M.D.(17)
|
| |
10,843,936
|
| |
24.9%
|
All current directors and executive officers as a group (twelve persons)(18)
|
| |
20,160,311
|
| |
44.2%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Based on a Schedule 13D, reporting beneficial ownership as of December 3, 2020, and filed with the SEC on December 15, 2020 and a Form 4 filed with the SEC on December 9, 2020, the shares consists of (i) 9,671,643 shares of capital stock held by Foresite Capital Fund IV, LP (Fund IV), (ii) 875,001 shares of capital stock held by Foresite Capital Fund V, LP (Fund V) and (iii) 291,667 shares of capital stock held by Foresite Capital Opportunity Fund V, L.P. (Opportunity Fund V). Jim Tananbaum, M.D., is a member of our board of directors and CEO and Managing Director of Foresite Capital. Foresite Capital Management IV, LLC (FCM IV) is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over the shares held by Fund IV; Foresite Capital
|
(2)
|
Based on a Schedule 13D, reporting beneficial ownership as of December 3, 2020, and filed with the SEC on December 11, 2020 and a Form 4 filed with the SEC on December 9, 2020, the shares consists of (i) 3,313,330 shares of capital stock held by OrbiMed Private Investments VII, LP (OPI VII), (ii) 84,599 shares of capital stock held by OrbiMed Genesis Master Fund, L.P. (Genesis) and (iii) 450,000 shares of capital stock held by OrbiMed Partners Master Fund Limited (OPM). OrbiMed Capital GP VII LLC (OrbiMed GP VII) is the general partner of OPI VII and OrbiMed Advisors LLC (OrbiMed Advisors) is the managing member of OrbiMed GP VII. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Genesis GP LLC (Genesis GP) is the general partner of Genesis. OrbiMed is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Capital LLC (“OrbiMed Capital”) is the investment advisor to OPM. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Ph.D., Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VII, Genesis and OPM. The address of each of the individuals and entities listed above is 601 Lexington Avenue, 54th Floor, New York, NY 10022.
|
(3)
|
Based on a Schedule 13G, reporting beneficial ownership as of December 31, 2020, and filed with the SEC on, February 16, 2021, the shares consist of (i) 2,551,243 shares of capital stock held by RA Capital Healthcare Fund, L.P. (RA Capital Healthcare Fund), (ii) 770,921 shares of capital stock held by RA Capital Nexus Fund, L.P. (RA Capital Nexus Fund and, together with RA Capital Healthcare Fund, the Funds) and (iii) 270,888 shares of capital stock held by a separately managed account (the Account). RA Capital Management, L.P. (Adviser) is the investment manager for the Funds and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the Adviser GP), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the shares held by the Funds and the Account. The Advisor, the Advisor GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest therein. The address of each of the individuals and entities listed above is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
|
(4)
|
Based on a Schedule 13G, reporting beneficial ownership as of December 31, 2020, and filed with the SEC on, February 16, 2021, the shares consist of 3,008,243 shares of capital stock held by Nextech V Oncology S.C.S. SICAV-SIF (Nextech V). Nextech Invest Ltd. is a managing member of Nextech V. Nextech V GP S.A.R.L (Nextech V GP) is the general partner of Nextech V. Philippe Detournay, Dalia Bleyer and Thomas Lips are managers of Nextech V GP. Each of Mr. Detournay, Ms. Bleyer, and Mr. Lips exercise investment and voting control over the shares held by Nextech V. Each of Mr. Detournay, Ms. Bleyer, and Mr. Lips disclaim beneficial ownership over the shares held by Nextech V, except to the extent of their respective pecuniary interest therein, if any. The address of each of the individuals and entities listed above is 8, Rue Lou Hemmer, L-1748 Senningerberg, Grand Duchy of Luxembourg.
|
(5)
|
Based on a Schedule 13G, reporting beneficial ownership as of December 31, 2020, and filed with the SEC on, February 16, 2021, the shares consist of 2,747,074 shares of capital stock held by Vida Ventures, LLC (Vida). VV Manager, LLC (VV Manager) is a managing member of Vida. Arjun Goyal, Fred Cohen, Arie Belldegrun, Leonard Potter and Stefan Vitorovic are also managing members of VV Manager. Arjun Goyal, Fred Cohen, Arie Belldegrun, Leonard Potter and Stefan Vitorovic exercise investment and voting control over the shares held by Vida. Each of Arjun Goyal, Fred Cohen, Arie Belldegrun, Leonard Potter and Stefan Vitorovic disclaim beneficial ownership of the shares held by Vida, except to the extent of their pecuniary interest therein, if any. The address of each of the individuals and entities listed above is 40 Broad Street, Suite 201, Boston, MA 02109.
|
(6)
|
Based on a Schedule 13G, reporting beneficial ownership as of December 31, 2020, and filed with the SEC by FMR LLC and Abigail P. Johnson on February 8, 2021, the shares consist of 2,450,135 shares of capital stock held by FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC (FMR Co. LLC) and Strategic Advisers LLC. FMR Co. LLC is a wholly owned subsidiary of FMR LLC. FIAM LLC and Strategic Advisers LLC are investment advisers affiliated with FMR LLC. Fidelity Institutional Asset Management Trust Company is a bank affiliated with FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (Fidelity Funds) advised by FMR Co. LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address of each of the individuals and entities listed above is 245 Summer Street, Boston, MA 02210.
|
(7)
|
Represents shares subject to options held by Mr. Farzan, 1,298,829 of which are exercisable and 390,998 of which are vested within 60 days of March 31, 2021.
|
(8)
|
Represents shares subject to options held by Mr. Meltz, 390,758 of which are exercisable and 110,387 of which are vested within 60 days of March 31, 2021.
|
(9)
|
Consists of (i) 1,615,826 shares of capital stock held by Dr. Murphy and (ii) 123,903 shares subject to options held by Dr. Murphy exercisable within 60 days of March 31, 2021.
|
(10)
|
Represents shares subject to options held by Mr. Mitchell exercisable within 60 days of March 31, 2021.
|
(11)
|
Represents shares subject to options held by Ms. Epperly exercisable within 60 days of March 31, 2021.
|
(12)
|
Consists of (i) 66,377 shares of capital stock held by Dr. Flaherty and (ii) 20,744 shares subject to options held by Dr. Flaherty exercisable within 60 days of March 31, 2021.
|
(13)
|
Consists of the shares described in footnote (3) above and 5,625 shares subject to an option that is exercisable within 60 days of March 31, 2021. Dr. Gordon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
|
(14)
|
Consists of (i) 1,615,826 shares of capital stock held by Dr. Kaldor and (ii) 235,152 shares subject to options held by Dr. Kaldor exercisable within 60 days of March 31, 2021.
|
(15)
|
Consists of 5,625 shares subject to an option that is exercisable within 60 days of March 31, 2021. Dr. Rome has no voting or investment control over the shares held by entities affiliated with Foresite Capital that are included in footnote (1) above.
|
(16)
|
Represents shares subject to options held by Dr. Smaldone Alsup exercisable within 60 days of March 31, 2021.
|
(17)
|
Consists of the shares described in footnote (1) above and 5,625 shares subject to an option that is exercisable within 60 days of March 31, 2021. Dr. Tananbaum disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
|
(18)
|
Consists of (i) 17,984,269 shares beneficially owned by our current executive officers and directors as of March 31, 2021 and (ii) 2,176,042 shares subject to options exercisable within 60 days of March 31, 2021, of which 987,841 are vested as of such date.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest.
|
Investor
|
| |
Shares of
Series C
Convertible
Preferred Stock
|
| |
Total Series C
Convertible
Preferred
Stock
Purchase
Price
|
Entities affiliated with Foresite Capital(1)(2)
|
| |
350,726
|
| |
$4,149,719
|
Nextech V Oncology S.C.S., SICAV-SIF(2)
|
| |
121,511
|
| |
$1,437,696
|
Entities affiliated with OrbiMed Advisors(2)(3)
|
| |
142,953
|
| |
$1,691,394
|
Entities affiliated with RA Capital Management, L.P.(2)
|
| |
2,958,143
|
| |
$34,999,992
|
Vida Ventures, LLC(2)
|
| |
107,211
|
| |
$1,268,500
|
Entities affiliated with FMR, LLC(2)
|
| |
845,183
|
| |
$9,999,994
|
(1)
|
Michael Rome, Ph.D., is a member of our board of directors and a Managing Director of Foresite Capital. Jim Tananbaum, M.D., is a member of our board of directors and CEO and Managing Director of Foresite Capital.
|
(2)
|
Additional details regarding this stockholder and its equity holdings, including the identities of the natural persons who exercise voting and dispositive power with respect to its shares, are provided in this proxy statement under the section titled “Security Ownership of Certain Beneficial Owners and Management.”
|
(3)
|
Carl Gordon, Ph.D., a member of our board of directors, is a Founding Partner and Co-Head of Global Private Equity at OrbiMed Advisors, LLC.
|
|
| |
THE BOARD OF DIRECTORS
|
|
| |
|
|
| |
San Diego, California
|
|
| |
April 30, 2021
|