¨
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Preliminary Proxy Statement
|
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¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
x
|
Definitive Proxy Statement
|
|
¨
|
Definitive Additional Materials
|
|
¨
|
Soliciting Material under §240.14a-12
|
x
|
No fee required.
|
|||
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|||
(1)
|
Title of each class of securities to which transaction applies:
|
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(2)
|
Aggregate number of securities to which transaction applies:
|
|||
(3)
|
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):
|
|||
(4)
|
Proposed maximum aggregate value of transaction:
|
|||
(5)
|
Total fee paid:
|
|||
¨
|
Fee paid previously with preliminary materials.
|
|||
¨
|
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.
|
|||
(1)
|
Amount Previously Paid:
|
|||
(2)
|
Form, Schedule or Registration Statement No.:
|
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(3)
|
Filing Party:
|
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(4)
|
Date Filed:
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Table of Contents
|
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Page No.
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|
1.
|
To elect three Class III Directors (the “
Director Nominees
”) to our Board, to serve until our 2023 annual meeting of stockholders (the “
Director Proposal
”);
|
2.
|
To hold a non-binding, advisory vote on executive compensation (the “
Say-on-Pay Proposal
”);
|
3.
|
To hold a non-binding, advisory vote on the frequency of future non-binding, advisory votes on executive compensation (the “
Say-on-Frequency Proposal
”);
|
4.
|
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (the “
Auditor Proposal
”); and
|
5.
|
To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
|
•
|
Director Proposal
: The election of each Director Nominee requires a plurality of the affirmative votes cast at the Annual Meeting.
|
•
|
Say-on-Pay Proposal
: The approval of this proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Because the Say-on-Pay Proposal is advisory, it will not be binding on Concert, our Board or any committee of our Board. However, our Board, including our compensation committee, values the opinions of our stockholders and, to the extent there are a substantial number of votes cast against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns.
|
•
|
Say-on-Frequency Proposal
: This proposal provides a choice among three frequency periods (every one, two or three years) for future non-binding, advisory say-on-pay votes. The frequency period that receives the most votes will be deemed to be the recommendation of our stockholders. However, because this vote is advisory and not binding on Concert or our Board, we may decide that it is in the best interests of our stockholders and Concert to hold a say-on-pay vote more or less frequently than the frequency period selected by a plurality of our stockholders.
|
•
|
Auditor Proposal
: The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
|
1.
|
Internet or Telephone
. To vote via the Internet or by telephone, please follow the instructions shown on the Notice.
|
2.
|
Mail
. If you requested or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the envelope provided.
|
3.
|
In Person
. You may come to the Annual Meeting and cast your vote there. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. If your shares of common stock are held in a stock brokerage account or through a bank, broker or other nominee, or, in other words, in street name, and you wish to vote in person at the Annual Meeting, you must bring a letter from your bank, broker or nominee identifying you as the beneficial owner of the shares and authorizing you to vote such shares at the Annual Meeting. Please see the question above regarding the coronavirus (COVID-19) pandemic should alternative arrangements be required.
|
•
|
sending a written notice to Concert Pharmaceuticals, Inc., 65 Hayden Avenue, Suite 3000N, Lexington, MA 02421, Attention: Corporate Secretary stating that you would like to revoke your proxy of a particular date;
|
•
|
voting again at a later time, but prior to the date of the Annual Meeting, via the Internet or by telephone;
|
•
|
signing or submitting another proxy card with a later date and returning it before the polls close at the Annual Meeting; or
|
•
|
attending the Annual Meeting and voting in person.
|
•
|
the Class I Directors are Peter Barton Hutt, Wilfred E. Jaeger and Roger D. Tung, and their term will expire at our 2021 annual meeting of stockholders;
|
•
|
the Class II Directors are Ronald W. Barrett and Jesper Høiland, and their term will expire at our 2022 annual meeting of stockholders; and
|
•
|
the Class III Directors are Richard H. Aldrich, Thomas G. Auchincloss, Jr. and Christine van Heek, and their term will expire at the Annual Meeting.
|
Name
|
Age
|
Present Position with Concert
|
|||
Richard H. Aldrich
|
65
|
Director
|
|||
Thomas G. Auchincloss, Jr.
|
58
|
Director
|
|||
Christine van Heek
|
63
|
Director
|
Name
|
Age
|
Present Position with Concert
|
|||
Peter Barton Hutt
|
85
|
Director
|
|||
Wilfred E. Jaeger, M.D.
|
64
|
Director
|
|||
Roger D. Tung, Ph.D.
|
60
|
Director, Chief Executive Officer and President
|
Name
|
Age
|
Present Position with Concert
|
|||
Ronald W. Barrett, Ph.D.
|
64
|
Director
|
|||
Jesper Høiland
|
59
|
Director
|
•
|
appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
|
•
|
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;
|
•
|
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
|
•
|
monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
|
•
|
overseeing our internal audit function, if any;
|
•
|
discussing our risk management policies;
|
•
|
establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt, retention and treatment of accounting related complaints and concerns;
|
•
|
meeting independently with our internal auditing staff, independent registered public accounting firm and management;
|
•
|
reviewing and approving or ratifying any related person transactions; and
|
•
|
preparing the audit committee report required by SEC rules.
|
•
|
reviewing and making recommendations to our Board with respect to the compensation of our chief executive officer, and reviewing and approving, or making recommendations to our Board with respect to, the compensation of our other executive officers;
|
•
|
overseeing and administering our cash and equity incentive plans;
|
•
|
reviewing and making recommendations to our Board with respect to director compensation;
|
•
|
appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other adviser retained by the compensation committee;
|
•
|
conducting an independence assessment with respect to any compensation consultant, legal counsel or other adviser retained by the compensation committee;
|
•
|
reviewing and discussing with management our director and executive compensation disclosure required to be included in our Annual Report on Form 10-K or proxy statement; and
|
•
|
preparing the compensation committee report required by SEC rules, if applicable.
|
•
|
identifying individuals qualified to become Board members;
|
•
|
recommending to our Board the persons to be nominated for election as directors and to each committee of our Board;
|
•
|
reviewing and making recommendations to our Board with respect to management succession planning;
|
•
|
developing and recommending corporate governance principles to our Board; and
|
•
|
overseeing periodic evaluations of our Board.
|
•
|
reputation for personal and professional integrity, honesty and adherence to high ethical standards;
|
•
|
demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of Concert;
|
•
|
strong finance experience;
|
•
|
commitment to understanding Concert and its industry;
|
•
|
interest and ability to understand the sometimes conflicting interests of the various constituencies of Concert, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;
|
•
|
diversity of expertise and experience in substantive matters pertaining to our business relative to our other Board members;
|
•
|
diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience; and
|
•
|
practical and mature business judgment, including the ability to make independent analytical inquiries.
|
Member Annual Fee ($)
|
Chairman Annual Fee ($)
|
|||||
Board of Directors
|
40,000
|
70,000
|
||||
Audit Committee
|
7,500
|
15,000
|
||||
Compensation Committee
|
6,250
|
12,250
|
||||
Nominating and Corporate Governance Committee
|
4,000
|
8,000
|
Member Annual Fee ($)
|
Chairman Annual Fee ($)
|
|||||
Board of Directors
|
40,000
|
70,000
|
||||
Audit Committee
|
10,000
|
20,000
|
||||
Compensation Committee
|
7,500
|
15,000
|
||||
Nominating and Corporate Governance Committee
|
5,000
|
10,000
|
Name
|
Fees earned or
paid in cash ($) |
Option awards ($)
(1)
|
Total ($)
|
|||||||
Richard H. Aldrich
|
83,518
|
(2)
|
74,074
|
|
157,592
|
|||||
Thomas G. Auchincloss, Jr.
|
57,733
|
74,074
|
|
131,807
|
||||||
Ronald W. Barrett
|
53,753
|
74,074
|
|
127,827
|
||||||
Jesper Høiland
(3)
|
31,777
|
185,185
|
|
216,962
|
||||||
Peter Barton Hutt
|
51,480
|
74,074
|
|
125,554
|
||||||
Wilfred E. Jaeger
|
48,867
|
74,074
|
|
122,941
|
||||||
Christine van Heek
|
48,867
|
74,074
|
|
122,941
|
||||||
Wendell Wierenga
(4)
|
19,945
|
—
|
|
19,945
|
(1)
|
The amounts included in the “Option awards” column reflect the aggregate grant date fair value of option awards granted during 2019, calculated in accordance with Financial Accounting Standards Board (“
FASB
”) Accounting Standards Codification (“
ASC
”) Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The amounts reported in this column reflect the accounting cost for these option awards, and do not correspond to the actual economic value that may be received by the director upon exercise of the options. Assumptions used in the calculation of these amounts are included in Note 8 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K. As of December 31, 2019, the aggregate number of shares of our common stock subject to each non-employee director’s outstanding option awards was as follows: Mr. Aldrich, 55,940; Mr. Auchincloss, 75,000; Dr. Barrett, 50,000; Mr. Høiland, 25,000; Mr. Hutt, 60,617; Dr. Jaeger, 50,000; and Ms. van Heek, 55,000.
|
(2)
|
Mr. Aldrich elected to receive all of his cash retainer for the period from our 2018 annual meeting of stockholders to our 2019 annual meeting of stockholders in the form of a stock option award. As such, Mr. Aldrich was granted an option to purchase 5,940 shares of our common stock on June 14, 2018 based on the fair value of our common stock on such date. The amount included in the “Fees earned or paid in cash” column for Mr. Aldrich includes the fees that he would have otherwise received in cash in 2019 had he not elected to receive such fees in the form of an option that was granted on June 14, 2018.
|
(3)
|
Mr. Høiland joined our Board on April 25, 2019.
|
(4)
|
Dr. Wierenga’s term as a member of our Board expired as of our 2019 annual meeting of stockholders held on June 13, 2019. He did not hold any outstanding options as of December 31, 2019
|
Name
|
Age
|
Position(s)
|
||
Roger D. Tung, Ph.D.
|
60
|
President, Chief Executive Officer and Director
|
||
Marc A. Becker
|
48
|
Chief Financial Officer
|
||
James V. Cassella, Ph.D.
|
65
|
Chief Development Officer
|
||
Jeffrey A. Munsie
|
42
|
Chief Legal Officer and Secretary
|
||
Nancy Stuart
|
62
|
Chief Operating Officer
|
Name
|
Year
|
Salary
($) |
Bonus
($) |
Option awards
($) (1) |
Stock awards
($)
(2)
|
Non-equity
incentive plan compensation ($) (3) |
All other
compensation ($) (4) |
Total
($)
|
|||||||||||||||
Roger D. Tung
|
2019
|
562,287
|
|
—
|
|
1,889,500
|
|
—
|
|
309,258
|
|
11,304
|
|
2,772,349
|
|
||||||||
President and Chief Executive Officer
|
2018
|
535,511
|
|
—
|
|
3,761,860
|
|
—
|
|
300,421
|
|
10,056
|
|
4,607,848
|
|
||||||||
Marc A. Becker
(5)
|
2019
|
393,300
|
|
—
|
|
1,039,225
|
|
288,515
|
|
157,320
|
|
9,060
|
|
1,887,420
|
|
||||||||
Chief Financial Officer
|
2018
|
375,682
|
|
30,000
(6)
|
|
1,880,930
|
|
—
|
|
155,040
|
|
8,880
|
|
2,450,532
|
|
||||||||
James V. Cassella
(7)
|
2019
|
435,394
|
|
—
|
|
708,563
|
|
319,397
|
|
217,697
|
|
13,988
|
|
1,695,039
|
|
||||||||
Chief Development Officer
|
(1)
|
The amounts included in the “Option awards” column reflect the aggregate grant date fair value of option awards granted during the years indicated, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The amounts reported in this column reflect the accounting cost for these options awards, and do not correspond to the actual economic value that may be received by the named executive officer upon exercise of the options. Assumptions used in the calculation of these amounts are included in Note 8 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K.
|
|||||||||||||||||||||||||||||||||||||||||||
(2)
|
The amounts included in the “Stock awards” column reflect the aggregate grant date fair value of restricted stock units granted during the years indicated, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The amounts reported in this column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the named executive officer upon vesting of the stock awards. Assumptions used in the calculation of these amounts are included in Note 8 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K.
|
|||||||||||||||||||||||||||||||||||||||||||
(3)
|
The amounts included in the “Non-equity incentive plan compensation” column represent cash bonuses earned under our executive bonus programs for the years indicated.
|
|||||||||||||||||||||||||||||||||||||||||||
(4)
|
The amounts included in the “All other compensation” column represent matching contributions to 401(k) accounts and Concert-paid life insurance premiums.
|
|||||||||||||||||||||||||||||||||||||||||||
(5)
|
Mr. Becker joined us as our Chief Financial Officer effective January 4, 2018.
|
|||||||||||||||||||||||||||||||||||||||||||
(6)
|
Consists of a cash signing bonus earned upon the effective date of Mr. Becker’s hire.
|
|||||||||||||||||||||||||||||||||||||||||||
(7)
|
Dr. Cassella was not a named executive officer for the fiscal year ended December 31, 2018, but is a named executive officer for the fiscal year ended December 31, 2019.
|
Name
|
2019 Base Salary
($) |
||
Roger D. Tung
|
562,287
|
||
Marc A. Becker
|
393,300
|
||
James V. Cassella
|
435,394
|
Name
|
2019 Target Bonus
(% of base salary) |
2019 Actual Bonus
(% of target bonus) |
|||
Roger D. Tung
|
55
|
100
|
|||
Marc A. Becker
|
40
|
100
|
|||
James V. Cassella
|
40
|
125
|
Name
|
Number of Shares Subject to Option
(#)
|
||
Roger D. Tung
|
200,000
|
||
Marc A. Becker
|
110,000
|
||
James V. Cassella
|
75,000
|
Name
|
Number of Restricted Stock Units
(#) |
||
Marc A. Becker
|
28,093
|
||
James V. Cassella
|
31,100
|
Options awards
|
Stock awards
|
||||||||||
Name
|
Number of securities
underlying unexercised options (#) exercisable |
Number of securities
underlying unexercised options (#) unexercisable |
Option
exercise price ($) |
Option
expiration date |
Number of shares or units of stock that have not vested (#)
|
Market value of shares or units of stock that have not vested
($)
(1)
|
|||||
Roger D. Tung
|
14,601
|
—
|
|
3.79
|
12/14/2020
|
||||||
39,822
|
—
|
|
3.50
|
12/15/2021
|
|||||||
203,300
|
—
|
|
8.40
|
6/10/2024
|
|||||||
159,375
|
10,625
|
|
(2)
|
16.85
|
1/7/2026
|
||||||
137,500
|
62,500
|
|
(3)
|
10.97
|
1/4/2027
|
||||||
87,500
|
112,500
|
|
(4)
|
27.59
|
1/4/2028
|
||||||
37,500
|
162,500
|
|
(5)
|
13.93
|
1/4/2029
|
||||||
Marc A. Becker
|
43,750
|
56,250
|
|
(4)
|
27.59
|
1/4/2028
|
|||||
20,625
|
89,375
|
|
(5)
|
13.93
|
1/4/2029
|
||||||
28,093
|
(6)
|
259,298
|
|||||||||
James V. Cassella
|
140,000
|
—
|
|
14.46
|
3/5/2025
|
||||||
46,875
|
3,125
|
|
(2)
|
16.85
|
1/7/2026
|
||||||
48,125
|
21,875
|
|
(3)
|
10.97
|
1/4/2027
|
||||||
21,656
|
27,844
|
|
(4)
|
27.59
|
1/4/2028
|
||||||
14,063
|
60,937
|
|
(5)
|
13.93
|
1/4/2029
|
||||||
31,100
|
(6)
|
287,053
|
(1)
|
Based on a price of $9.23, which was the closing price of our common stock on the Nasdaq Global Market on December 31, 2019.
|
(2)
|
This option vested as to 6.25% of the shares underlying such option at the end of each quarter, through and including January 7, 2020.
|
(3)
|
This option vests as to 6.25% of the shares underlying such option at the end of each quarter, through and including January 4, 2021.
|
(4)
|
This option vests as to 6.25% of the shares underlying such option at the end of each quarter, through and including January 4, 2022.
|
(5)
|
This option vests as to 6.25% of the shares underlying such option at the end of each quarter, through and including January 4, 2023.
|
(6)
|
Consists of restricted stock units, 35% of which vest on August 15, 2020 and the remainder of which vest on August 15, 2021.
|
•
|
An amount equal to 12 months (or 15 months in the case of Dr. Tung) of the named executive officer’s base salary, which will be paid in the form of salary continuation; and
|
||
•
|
Continued Concert-paid medical and dental benefits to the extent that the named executive officer was receiving them at the time of termination until the earlier of 12 months (or 15 months in the case of Dr. Tung) following termination and the date the named executive officer’s COBRA continuation coverage expires, subject to certain legal restrictions.
|
•
|
An amount equal to 12 months (or 18 months in the case of Dr. Tung) of the named executive officer’s base salary, which will be paid as a lump sum if the change of control constitutes a change of control under Section 409A of the Internal Revenue Code and otherwise will be paid in the form of salary continuation;
|
•
|
An amount equal to one times (or 1.5 times in the case of Dr. Tung) the greater of the named executive officer’s current target bonus or the actual bonus paid to the named executive officer for the immediately preceding calendar year; and
|
•
|
Continued Concert-paid medical and dental benefits to the named executive officer to the extent that he or she was receiving them at the time of termination until the earlier of 12 months (or 18 months in the case of Dr. Tung) following termination and the date the named executive officer’s COBRA continuation coverage expires, subject to certain legal restrictions.
|
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)) |
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
4,506,238
|
|
(1)
|
$
|
15.01
|
1,265,774
|
|
(2)
|
||||
Equity compensation plans not approved by security holders
|
—
|
|
—
|
—
|
|
|||||||
Total
|
4,506,238
|
|
$
|
15.01
|
1,265,774
|
|
(1)
|
Consists of stock options and restricted stock units outstanding as of December 31, 2019 under our Amended and Restated 2006 Stock Option and Grant Plan and our 2014 Stock Incentive Plan, which we refer to as the 2006 Plan and the 2014 Plan, respectively.
|
(2)
|
Consists of shares of common stock authorized under the 2014 Plan that remained available for grant under future awards as of December 31, 2019. This amount does not include an additional 954,603 shares that became available for issuance under the 2014 Plan on January 1, 2020 in accordance with the terms of the 2014 Plan. The number of shares available under the 2014 Plan is subject to further increase by (i) the number of shares of our common stock subject to outstanding awards under the 2006 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased and (ii) further annual increases, to be added on January 1 of each year, through 2024, in each case equal to the lowest of (a) 2,000,000 shares of our common stock, (b) 4% of the number of our outstanding shares on January 1 of each such fiscal year and (c) an amount determined by our Board.
|
•
|
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors and director nominees; and
|
•
|
all of our executive officers and directors as a group.
|
Name of Beneficial Owner
|
Number of
Shares Beneficially Owned |
Percentage
of Shares Beneficially Owned |
|||
5% Stockholders
|
|||||
Entities affiliated with Perceptive Advisors LLC
(1)
|
3,950,641
|
12.6
|
%
|
||
Bank of America Corporation
(2)
|
1,811,206
|
6.1
|
%
|
||
Moshe Arkin
(3)
|
1,572,394
|
5.3
|
%
|
||
Named Executive Officers and Directors
|
|||||
Roger D. Tung
(4)
|
1,559,291
|
5.1
|
%
|
||
Marc A. Becker
(5)
|
93,277
|
*
|
|
||
James V. Cassella
(6)
|
321,974
|
1.1
|
%
|
||
Richard H. Aldrich
(7)
|
434,766
|
1.5
|
%
|
||
Thomas G. Auchincloss, Jr.
(8)
|
79,000
|
*
|
|
||
Ronald W. Barrett
(9)
|
47,500
|
*
|
|
||
Jesper Høiland
(10)
|
6,250
|
*
|
|
||
Peter Barton Hutt
(11)
|
62,541
|
*
|
|
||
Wilfred E. Jaeger
(12)
|
47,500
|
*
|
|
||
Christine van Heek
(13)
|
62,500
|
*
|
|
||
All executive officers and directors as a group (12 persons)
(14)
|
3,165,884
|
10.1
|
%
|
*
|
Represents beneficial ownership of less than 1% of our outstanding common stock as of March 31, 2020.
|
(1)
|
Consists of (i) 2,150,641 shares of common stock and (ii) 1,800,000 shares of common stock underlying a warrant that is exercisable as of March 31, 2020. Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2020. Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”) directly holds 2,150,641 shares of common stock. Perceptive Advisors LLC (“Perceptive Advisors”) serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Joseph Edelman (“Mr. Edelman”) is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund. The address for the Master Fund, Perceptive Advisors and Mr. Edelman is 51 Astor Place, 10th Floor, New York, NY 10003.
|
(2)
|
Based on information set forth in a Schedule 13G filed with the SEC on February 14, 2020. Bank of America Corporation filed the Schedule 13G on behalf of itself and its wholly owned subsidiaries Bank of America N.A. and BofA Securities, Inc. The address for Bank of America Corporation is 100 N Tryon Street, Charlotte, NC 28255.
|
(3)
|
Based on information set forth in a Schedule 13G filed with the SEC on February 6, 2020. Moshe Arkin (“Mr. Arkin”) holds directly and through his wholly owned company, Arkin Communications Ltd., 500,919 shares of common stock. In addition, (i) 774,653 shares of common stock are held directly by Sphera Global Healthcare Master Fund, which has delegated its investment management authority to Sphera Global Healthcare Management Ltd. (the “Management Company”), and (ii) 296,822 shares of common stock are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management authority to the Management Company. The Management Company
is managed, controlled and operated by its general partner, Sphera Global Healthcare GP Ltd., which is controlled jointly by Sphera Funds Management Ltd. and Moshe Arkin.
The address for Mr. Arkin is 6 Hachoshlim St., Herzelia, Israel.
|
(4)
|
Consists of (i) 651,658 shares of common stock held by Dr. Tung, (ii) 121,873 shares of common stock held by the Roger D. Tung 2011 GRAT, of which Dr. Tung is the sole trustee, (iii) 12,389 shares of common stock held by the RD Tung Irrevocable Trust, of which Dr. Tung’s wife is a co-trustee, (iv) 13,274 shares of common stock held by the Tung Family Investment Trust, of which Dr. Tung is a co-trustee, and (v) 760,097 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(5)
|
Consists of 93,277 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(6)
|
Consists of (i) 21,165 shares of common stock and (ii) 300,809 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(7)
|
Consists of (i) 336,975 shares of common stock held by Mr. Aldrich, (ii) 44,351 shares of common stock held by Little Eagles, LLC, of which the owners are the Richard H. Aldrich Irrevocable Trust of 2011 and trusts established for the benefit of the Mr. Aldrich’s minor children, and (iii) 53,440 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date. The trustees of the Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich’s wife and Mr. Aldrich’s brother. The beneficiaries of the Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich’s minor children. Mr. Aldrich disclaims beneficial ownership of the shares held by the Richard H. Aldrich Irrevocable Trust of 2011, except to the extent of any pecuniary interest therein.
|
(8)
|
Consists of (i) 6,500 shares of common stock and (ii) 72,500 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(9)
|
Consists of 47,500 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(10)
|
Consists of 6,250 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(11)
|
Consists of (i) 4,424 shares of common stock and (ii) 58,117 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(12)
|
Consists of 47,500 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(13)
|
Consists of (i) 10,000 shares of common stock and (ii) 52,500 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
(14)
|
Consists of (i) 1,323,932 shares of common stock and (ii) 1,841,952 shares of common stock underlying options that are exercisable as of March 31, 2020 or will become exercisable within 60 days after such date.
|
Fee Category
|
2019
|
2018
|
||||||
Audit Fees
(1)
|
$
|
960,224
|
|
$
|
533,920
|
|
||
Tax Fees
(2)
|
22,660
|
|
22,660
|
|
||||
All Other Fees
(3)
|
4,970
|
|
5,055
|
|
||||
Total Fees
|
$
|
987,854
|
|
$
|
561,635
|
|
(1)
|
Audit Fees consist of fees for the audit of our consolidated financial statements, the review of our interim financial statements, consultations on accounting matters directly related to the audit and for comfort letter procedures in connection with financing activities. In addition, Audit Fees for 2019 include fees for the audit of the effectiveness of our internal control over financial reporting.
|
(2)
|
Tax Fees consist of fees incurred for tax compliance and tax return preparation.
|
(3)
|
All Other Fees consist of payments for access to the Ernst & Young LLP online accounting research database.
|