Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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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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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No:
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3)
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Filing party:
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4)
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Date Filed:
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Sincerely,
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Michael K. Handley
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Chairman of the Board of
Directors
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TIME:
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10:00 a.m. Eastern Time
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DATE:
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November 9, 2021
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PLACE:
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www.virtualshareholdermeeting.com/STAB2021
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1.
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To elect five directors to serve one-year terms expiring at the 2022 Annual Meeting;
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2.
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To ratify the selection of Turner, Stone & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;
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3.
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To approve an amendment to the Company’s Equity Incentive Plan to increase the number of shares of common stock that we will have authority to grant under the plan by 3,000,000 shares and to remove the limit on the maximum number of shares covered by an award that may be issued in any calendar year; and
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4.
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To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof.
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By Internet. Follow the instructions included in the proxy card included with a paper copy of the proxy statement to vote by Internet.
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By mobile device using smartphone or tablet. If you choose to vote by mobile device, scan the QR Code imprinted on the proxy card using either a smartphone or table and you will be taken directly to the Internet voting site.
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By mail (if you received a paper copy of the proxy materials by mail). Please sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope that has been provided to you.
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Electronically at the meeting. If you attend the virtual Annual Meeting, you may vote electronically at the Annual Meeting. To attend, you must go to the meeting website at www.virtualshareholdermeeting.com/STAB2021 and enter the16-digit control number found on your proxy card. Please note you will only be able to attend, participate and vote in the Meeting using this website.
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“FOR” the election of the nominees for director;
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“FOR” the ratification of the selection of Turner, Stone & Company, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and
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“FOR” the resolution approving an amendment to the Company’s equity incentive plan to increase the number of shares of common stock that we will have authority to grant under the plan by 3,000,000 shares and to remove the limit on the maximum number of shares covered by an award that may be issued in any calendar year.
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by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
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by re-voting by Internet or mobile device as instructed above;
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by notifying the Corporate Secretary of the Company in writing before the Annual Meeting that you have revoked your proxy; or
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by attending the virtual Annual Meeting and voting electronically. Attending the virtual Annual Meeting will not in and of itself revoke a previously submitted proxy. You must specifically request at the Annual Meeting that it be revoked.
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Proposal
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Required Vote
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Page
Number
(for more
details)
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Proposal 1: Election of directors
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The nominees for director who receive the most “FOR” votes (also known as a “plurality” of the votes cast) will be elected You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Because this election is uncontested, votes that are withheld will have no effect on the election of the directors. Brokerage firms do not have authority to vote customers’ non-voted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal 2: Ratify Selection of Turner, Stone & Company, LLP as Independent Registered Public Accounting Firm
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More “FOR” votes than “AGAINST” votes
The affirmative vote of a majority of the shares cast for this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ non-voted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Turner, Stone & Company, LLP as our independent registered public accounting firm for 2021, the Audit Committee of our board of directors will reconsider its selection.
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Proposal 3: Approve an Amendment to the Company’s Equity Incentive Plan
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More “FOR” votes than “AGAINST” votes
The affirmative vote of a majority of the shares cast for this proposal is required to approve the amendment to the Company’s equity incentive plan to increase the number of shares of common stock that we will have authority to grant under the plan by three million shares and to remove the limit on the maximum number of shares covered by an award that may be issued in any calendar year. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ non-voted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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•
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If your shares are registered in your own name, please contact our transfer agent, Continental Stock Transfer & Trust Company, and inform them of your request by calling them at 1-866-894-0537 or writing them at 17 Battery Place, 8th Floor, New York, New York 10004, Attn: Proxy Department.
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If a broker or other nominee holds your shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm, and your account number.
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following the instructions provided when you vote over the Internet; or
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going to www.virtualshareholdermeeting.com/STAB2021 and following the instructions provided.
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Name
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Outstanding
Shares
Beneficially
Owned
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Rights to Acquire
Beneficial
Ownership
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Total Shares
Beneficially
Owned
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Percent
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5% or greater shareholders
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—
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David Davidovich(1)
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6,459,948
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—
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6,459,948
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20.1%
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Directors and Named Executive Officers
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Michael K. Handley
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463,156
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—
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463,156
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1.4%
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Steve Keith Barbarick
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—
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5,000(2)
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5,000
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*
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Taunia Markvicka, PharmD., M.B.A.
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100,000
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—
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100,000
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*
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Randy S. Saluck, J.D., MBA
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140
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25,390(3)
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25,530
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*
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Lea Verny
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—
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5,000(4)
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5,000
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*
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Peter Aronstam, B.Com., LL.B., Ph.D.
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220,719
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—
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220,719
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*
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Clifford A. Selsky, M.D., Ph.D.
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158,599
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—
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158,599
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*
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Robert W. Buckheit, Jr., Ph.D.
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607,278
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—
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607,278
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1.9%
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Cozette McAvoy, J.D., M.S.
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95,160
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—
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95,160
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*
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Andrei Gudkov, Ph.D., D. Sci.
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75,869
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20,766(5)
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96,635
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*
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Christopher Zosh
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—
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425(6)
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425
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Langdon Miller, M.D.
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10,000
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—(7)
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10,000
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*
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All executive officers and directors as a group (10 persons)
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1,720,921
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56,156
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1,777,077
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5.5%
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*
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Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.
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(1)
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David Davidovich reported sole voting and dispositive power with respect to 6,459,948 shares of our common stock in a Statement on Schedule 13D filed with the SEC on July 21, 2015. Mr. Davidovich's address is APT 3, 21 Manresa Road, London, United Kingdom, SW3 SLZ.
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(2)
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These shares of common stock are to be issued pursuant to vesting of restricted stock units within 60 days of October 6, 2021. Upon vesting, Mr. Barbarick will have sole voting and investment power over such shares.
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(3)
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These shares of common stock can be acquired through the exercise of options that are directly owned by Mr. Saluck or are to be issued pursuant to vesting of restricted stock units within 60 days of October 6, 2021. Upon acquisition or vesting, Mr. Saluck will have sole voting and investment power over such shares.
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(4)
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These shares of common stock are to be issued pursuant to vesting of restricted stock units within 60 days of October 6, 2021. Upon vesting, Ms. Verny will have sole voting and investment power over such shares.
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(5)
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These shares of common stock can be acquired through the exercise of options that are directly owned by Mr. Gudkov. Upon acquisition, Mr. Gudkov will have sole voting and investment power over all such shares.
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(6)
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These shares of common stock can be acquired through the exercise of options that are directly owned by Mr. Zosh. Upon acquisition, Mr. Zosh will have sole voting and investment power over such shares. Mr. Zosh remains the Vice President of Finance, however, effective upon the closing of the Merger, he ceased being an executive officer.
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(7)
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These shares of common stock can be acquired through the exercise of options that are directly owned by Dr. Miller. Upon acquisition, Dr. Miller will have sole voting and investment power over all such shares. Dr. Miller resigned from the Company effective upon the closing of the Merger.
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Name
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Age
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Position with the Company
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Michael K. Handley
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50
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Chairman of the Board; President and Chief Executive Officer
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Steve Keith Barbarick(1)
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53
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Director
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Taunia Markvicka
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53
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Director; Chief Operating Officer
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Randy S. Saluck(1)
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56
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Vice Chairman of the Board
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Lea Verny(1)
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56
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Director
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(1)
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Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.
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junk mail and mass mailings;
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resumes and other forms of job inquiries;
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surveys; and
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solicitations or advertisements.
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Name
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Age
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Position
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Michael K. Handley
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50
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President and Chief Executive Officer
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Peter Aronstam, Ph.D.
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69
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Chief Financial Officer
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Taunia Markvicka, PharmD., M.B.A.
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53
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Chief Operating Officer
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Clifford A. Selsky, M.D., Ph.D.
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73
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Chief Medical Officer
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Cozette McAvoy, J.D., M.S.
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42
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Chief Legal Officer
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Robert W. Buckheit, Jr., Ph.D.
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61
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Chief Technology Officer
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Andre Gudkov, Ph.D., D. Sci.
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64
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Global Head of Research & Development
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Name and Principal Position
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Year
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Salary
($)
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All Other
Compensation
($)
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Total ($)
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Langdon L. Miller
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2020
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23,100
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—
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23,100
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Chief Medical Officer
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2019
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73,725
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—
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77,625
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Andrei Gudkov
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2020
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26,055
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—
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26,055
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Chief Science Officer
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2019
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66,138
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—
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66,138
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Christopher Zosh
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2020
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116,769
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4,671(1)
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121,440
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Vice President of Finance* (principal executive officer and principal financial officer)
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2019
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92,463
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11,031(2)
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103,494
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1.
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Includes Company 401(k) matching contributions.
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2.
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Includes Company 401(k) matching contributions and quarterly bonus payments.
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*
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Following the resignation of the Company's former chief executive officer, which became effective as of December 13, 2019, Christopher Zosh was designated by the board of directors as interim Principal Executive Officer and Principal Financial Officer on December 13, 2019. On July 27, 2021, in connection with the closing of the Merger, he ceased serving as an executive officer of the Company.
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Option Awards
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Name
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Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
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Option
Exercise
Price ($)
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Option
Expiration
Date
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Langdon L. Miller
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10,000
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3.00
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5/4/2025
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Andrei Gudkov
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6,250
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3.20
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4/22/2025
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7,500
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13.60
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3/13/2024
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4,203
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30.80
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5/12/2023
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2,813
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67.00
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1/22/2022
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7,481
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143.20
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3/20/2021
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Christopher Zosh
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125
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10.40
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6/16/2024
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300
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3.20
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4/22/2025
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Position
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Annual Fee
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Compensated
Directors
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Board Member
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$30,000
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Ms. Verny, Mr. Saluck
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Board Chair
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5,000
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Ms. Verny
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Audit Committee Chair
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5,000
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Mr. Saluck
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Name
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Paid or
earned
in cash ($)
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Total
($)
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Randy S. Saluck, J.D., MBA(1)
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85,000
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85,000
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Lea Verny(2)
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135,000
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135,000
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Anna Evdokimova(2)
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—
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—
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Ivan Fedyunin(2)
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—
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—
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Ivan Persiyanov(2)
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—
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—
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Alexander Andryuschechkin(2)
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—
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—
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Daniil Talyanskiy(2)
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—
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—
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1.
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As of December 31, 2020, Mr. Saluck held 20,250 options that are all exercisable and fully vested.
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2.
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Mmes. Verny, Evdokimova and Messrs. Fedyunin, Andryushechkin and Talyanskiy held no stock options or other equity awards as of December 31, 2020.
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Plan Category
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(a)
Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants and
rights
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(b)
Weighted-
average
exercise price
of
outstanding
options,
warrants and
rights
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(c)
Number
of securities
remaining
available
for future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column
(a))
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Equity compensation plans approved by security holders(1)
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76,064
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27.35
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515,493
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Equity compensation plans not approved by security holders
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—
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—
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—
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Total
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76,064
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27.35
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515,493
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(1)
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Consists of the Equity Plan.
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Reviewed and discussed each of the unaudited quarterly financial statements and the audited financial statements for the 2020 fiscal year with management and Meaden & Moore, Ltd., our independent registered public accounting firm during such fiscal year;
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•
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Discussed with Meaden & Moore, Ltd. the matters required to be discussed in accordance with Statement on Auditing Standards No. 61, as amended, (AICPA, Professional Standards, Vol. 1, AU Section 380) as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
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•
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Received written disclosures and the letter from Meaden & Moore, Ltd. required by applicable requirements of the Public Company Accounting Oversight Board regarding Meaden & Moore, Ltd.’s communications with the Audit Committee regarding independence and discussed with Meaden & Moore, Ltd. the firm’s independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate.
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Members of the Audit Committee
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Randy S. Saluck, J.D., MBA (Chairman)
Lea Verny
Steve Keith Barbarick
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•
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incentive stock options;
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•
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nonqualified stock options;
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•
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stock appreciation rights or “SARs”;
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•
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stock awards;
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•
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restricted stock;
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•
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performance awards; and
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•
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substitute awards.
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1.
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The Plan is re-named the Statera Biopharma, Inc. Equity Incentive Plan.
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2.
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The first sentence of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:
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3.
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The first sentence of Section 3 of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:
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4.
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The first sentence of the third paragraph of Section 3 of the Plan shall be deleted in its entirety.
|
5.
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Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved.
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STATERA BIOPHARMA, INC.
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By:
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Its:
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