DEF 14A of SAB Biotherapeutics, Inc., May 30, 2024

DEF 14A of SAB Biotherapeutics, Inc.

Filed May 30, 2024 · FY20230000950170-24-066767

Open on EDGAR

  1. Directors

    Directors The following persons are serving as our directors:

  2. Directors

    | Name | Age | Position(s) | | Samuel J. Reich | 49 | Class III Director, Chairman of the Board and Chief Executive Officer | | Christine Hamilton, MBA | 68 | Class III Director | | Eddie J. Sullivan, PhD | 58 | Class III Director and President | | Jeffrey G. Spragens | 82 | Class II Director | | David Link, MBA | 69 | Class II Director | | Katie Ellias | 45 | Class II Director | | Andrew Moin | 40 | Class II Director | | William Polvino, MD | 63 | Class I Director | | Scott Giberson | 55 | Class I Director | | Erick Lucera | 56 | Class I Director | | Jay S. Skyler, M.D., MACP, FRCP | 77 | Class I Director |

  3. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    PROPOSAL NUMBER 1: ELECTION OF DIRECTORS Our Board currently consists of eleven directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II expire at our annual meetings of Stockholders to be held in 2025 and 2026, respectively. At the recommendation of our nominating committee, our Board proposes that each of the three Class III nominees named below be elected as a Class III director for a three-year term expiring at our 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

  4. Nominees to Our Board of Directors

    Nominees to Our Board of Directors

  5. Nominees to Our Board of Directors

    | Name | Age | Position | Director Since | | Samuel J. Reich | 49 | Chairman of the Board, Chief Executive Officer, Class III Director and Director Nominee | 2020 | | Christine Hamilton, MBA | 68 | Class III Director and Director Nominee | 2014 | | Eddie J. Sullivan, PhD | 58 | President, Class III Director and Director Nominee | 2014 |

  6. Nominees to Our Board of Directors

    Samuel J. Reich has served as a member of our Board from November 2020 and our CEO since January 2024 and was named chairman of our Board in October 2021, and was named Chief Executive Officer in January 2024. Mr. Reich served as our Chief Executive Officer and Chief Financial Officer from November 2020 until October 2020 prior to the closing of our Business Combination. Mr. Reich co-founded Biscayne Neurotherapeutics, Inc. in 2011 and served as its Executive Chairman until its sale to Supernus Pharmaceuticals (Nasdaq: SUPN) in October 2018. Biscayne Neurotherapeutics was focused on novel treatments for seizure disorders. Previously, Mr. Reich was the Executive Vice President of OPKO Ophthalmologics, a division of OPKO Health, Inc. (Nasdaq: OPK) from March 2007 to November 2008, where Mr. Reich served on the executive committee and lead the Ophthalmologics business division. Prior to his position at OPKO, Mr. Reich was the Founder and Executive Vice President of Acuity Pharmaceuticals, Inc., where he worked from July 2002 through March 2007, at which time Acuity Pharmaceuticals merged with OPKO Health. Mr. Reich was a doctoral candidate in the Department of Ophthalmology at the University of Pennsylvania Medical School. He left graduate school prior to the completion of his Ph.D. to establish Acuity. Prior to that, he was a graduate student at the University of Pennsylvania in the Biomedical Studies graduate program. He has authored six peer- reviewed scientific publications and is currently an inventor on sixteen issued U.S. patents and over 50 issued foreign patents. Mr. Reich holds a B.A. with High Honors in Biochemistry from Clark University, cum laude, Phi Beta Kappa. Our Board believes that Mr. Reich is qualified to serve on our Board because of his extensive industry and leadership experience, and significant familiarity with our company’s business and operations. Christine Hamilton, MBA, is our co-founder and has served as a member of our Board since 2014. Ms. Hamilton is the owner and managing partner of Christiansen Land and Cattle, Ltd., a fourth-generation diversified farming and ranching enterprise. She also owns Dakota Packing, Inc., a wholesale company based in Las Vegas that provides high-end, “center-of-the-plate” protein products to a national customer base. Ms. Hamilton has served on the board of directors for several financial and public companies including HF Financial Corporation, Home Federal Bank (now Great Western Bancorp, NYSE: GWB) and, in 2018, was recognized for her exemplary service as a board member of the Federal Reserve Bank (Ninth District) after a four-year term. She currently serves as a board member for publicly traded Titan Machinery, Padlock Ranch, and Meadowlark Institute. Ms. Hamilton was a governor-appointed commissioner for South Dakota Game Fish & Parks and is a 2016 inductee to the South Dakota Hall of Fame for her contributions to the state and agribusiness. In 2000, Ms. Hamilton and her family formed the Matson Halverson Christiansen Hamilton Foundation (MHCH), a not-for-profit foundation with a mission to improve the quality of life and create opportunities for growth and enterprise development in South Dakota. Ms. Hamilton holds a philosophy degree from Smith College in Northampton, Massachusetts, and an MBA in entrepreneurship from the University of Arizona. Ms. Hamilton is well qualified to serve on our Board because of her extensive public company board experience. Our Board believes that Ms. Hamilton is well qualified to serve on our Board because of her extensive public company board experience, and significant familiarity with our company’s business and operations. Eddie J. Sullivan, PhD, is our co-founder and has served as our president since 2014 and our past CEO from 2014 until January 2024. Dr. Sullivan has served in biopharma leadership positions for more than 25 years. Prior to joining us, he held the CEO role or other leadership roles in our predecessor entities, including CEO of Hematech, a subsidiary of Kyowa Hakko Kirin. During that time, he led initiatives to develop infectious disease, cancer, and autoimmune immunotherapies. In addition to raising over $250 million in capital to develop biopharmaceutical platform technologies, he has also led several successful mergers and acquisitions. A recognized thought leader in antibodies and transgenic animals, Dr. Sullivan serves on the board of directors for the Biotechnology Innovation Organization (BIO) and has served on its executive committee. He has worked with industry committees and discussion groups that have focused on animal biotechnology, regulatory framework, human immunotherapies, and global health threats. Dr. Sullivan was governor-appointed to South Dakota’s Research Commercialization Council and is Chairman of the state’s National Science Foundation-EPSCoR committee. He also founded, served as president, and remains an advisor to the state affiliate of BIO, South Dakota Biotech, and in 2014 was honored for his leadership, innovation, vision, and entrepreneurship with the inaugural LIVE award. He holds an undergraduate degree from the University of Arizona and graduate degrees from Brigham Young University, Kennedy-Western University, and Utah State University in both reproduction and business. Our Board believes that Mr. Sullivan is qualified to serve on our Board because of his significant biopharma leadership and management experience, and significant familiarity with our company’s business and operations.

  7. Continuing Directors

    Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our Board as of May 30, 2024 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  8. Continuing Directors

    | Name | Age | Position | Director Since | | Class I Directors: | | | | | William Polvino, MD | 63 | Class I Director | 2019 | | Scott Giberson | 55 | Class I Director | 2022 | | Erick Lucera | 56 | Class I Director | 2023 | | Jay S. Skyler, M.D., MACP, FRCP | 77 | Class I Director | 2024 | | Class II Directors: | | | | | Jeffrey G. Spragens | 82 | Class II Director | 2020 | | David Link, MBA | 69 | Class II Director | 2018 | | Katie Ellias | 45 | Class II Director | 2023 | | Andrew Moin | 40 | Class II Director | 2023 |

  9. Continuing Directors

    Dr. William J. Polvino, MD, has served as a member of our Board since 2019, after having served as our business advisor for several years. Dr. Polvino is pharmaceutical entrepreneur with more than 25 years of experience in the healthcare arena. He is currently chief executive officer of Bridge Medicines, a pioneering drug discovery company focused on advancing promising early technologies from concept to clinic. Prior to Bridge Medicines, Dr. Polvino was president and chief executive officer of Veloxis Pharmaceuticals A/S (NASDAQ-OMX: VELO), a public biotechnology company that deployed proprietary formulation technology to develop and commercialize an innovative oral drug product for transplant patients. He also served as president and CEO of Helsinn Therapeutics (formerly Sapphire Therapeutics) and has held executive and senior-level positions in drug development at Merck, Wyeth and Theravance. Dr. Polvino earned his medical degree from Rutgers Medical School and a B.S. in Biology from Boston College. He trained in internal medicine at Massachusetts General Hospital and was a fellow in clinical pharmacology at the National Institutes of Health prior to entering the pharmaceutical and biotechnology industry. Dr. Polvino is well qualified to serve on our Board because of his extensive experience in the biotechnology industry and his extensive public company management experience. Scott Giberson, RPh, MPH, D.Sc., Rear Admiral (retired), joined the Board in July 2022. He is currently the President of AMI Expeditionary Healthcare, a private global healthcare solutions company where he has fostered global client relations at the highest levels, since March 2021. Clients include senior leadership of multiple U.S. and foreign government entities, the WHO, UN and private industry partners such as the Gates Foundation. RADM Giberson retired after 27 years as two-star admiral and as an Assistant U.S. Surgeon General, serving in a variety of senior roles with the U.S. Department of Health and Human Services from March 2010 to March 2021. RADM (rert.) Giberson served as the acting Deputy Surgeon General of the United States (2013-2014), he was the Surgeon General's principal liaison with health leadership in multiple U.S. Departments. He also held executive positions as the Senior Advisor to the Office of Surgeon General, Director of Commissioned Corps Headquarters, Chief Pharmacist of the USPHS (2010-2014), Director of the IHS National HIV/AIDS Program and Senior Public Health Advisor for Pacific Command's Center of Excellence in Disaster Management and Humanitarian Assistance (2003-2006). He served as overall Commander of the Commissioned Corps' Ebola Response in West Africa. RADM Giberson has authored numerous articles and delivered well over 100 keynote lectures on leadership, global health, and public health at numerous venues both domestically and internationally. RADM Giberson has received many awards including the Presidential Unit Citation from President Obama in the Oval Office for leadership during the West African Ebola response. The Military Officers Association of America selected him as on the of the “Top 100 Veterans in the Last 100 Years You Need to Know”. RADM Giberson is a graduate of Temple University and U. of Massachusetts/Amherst, holds a Pharmacy degree and licensure, MPH, and graduate certificate in Health Emergencies in Large Populations from the International Committee of the Red Cross. He has received three honorary Doctoral degrees (one for his pioneering work in interprofessional practice). He is also a Fellow of Wharton Business School (U. of Pennsylvania) Executive Leadership Program. Mr. Giberson is well qualified to serve on our Board because of his extensive experience in the medical industry. Erick Lucera joined the Board in April 2023. Since May 2023, Mr. Lucera has served as Chief Financial Officer of Editas Medicine (NASDAQ: EDIT). From 2020 to February 2023, Mr. Lucera served as Chief Financial Officer of AVEO Oncology, a public biotech company, and subsequent to the close of its acquisition, worked on integration with LG Chem, Ltd. From 2016 to 2020, Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of VALERITAS, a publicly traded commercial-stage medical technology company where he led multiple successful public offerings. From 2017 to the present, Mr. Lucera has served as a member of the Board of Directors and Audit Committee Chairman of Beyond Air, a publicly held commercial-stage medical device and biopharmaceutical company developing a platform of nitric oxide generators and delivery systems. From 2021 to the present, Mr. Lucera has served as a member of the Board of Directors and Audit Committee Chairman of Bone Biologics Corporation, a publicly held company focusing on regenerative medicine therapies to treat bone disorders. From 2015 to 2016, Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of VIVENTIA Bio, acquired by Eleven Biotherapeutics, Inc., now Sesen Bio, a biotechnology company focused on developing targeted protein therapeutics for the treatment of cancer. Early in his career, Mr. Lucera spent more than 15 years covering healthcare and the life sciences in investment management. Given Mr. Lucera’s extensive experience in strategic planning and finance, we believe that Mr. Lucera is well qualified to serve as a member of the Board. Jeffrey G. Spragens has served as a member of our Board since November 2020. From 2005 through 2013, Mr. Spragens was a Co-Founder and the CEO of SafeStitch Medical, Inc., a medical device company that pioneered incisionless surgery techniques that helps to relieve GERD and obesity. In 2013, SafeStitch merged with TransEnterix, Inc. (NYSE: TRXC). In addition, Mr. Spragens was one of the three founding board members of North American Vaccine, which became a publicly traded company in 1990. At North American Vaccine, Mr. Spragens was responsible for securing initial financing and building a commercial manufacturing facility. Mr. Spragens was instrumental in North American Vaccine’s acquisition by Baxter International (NYSE: BAX) in 1999. Mr. Spragens has also been a successful real estate developer and entrepreneur. Mr. Spragens was President of FCH services from 1973 until 1986. FCH developed and managed units of coop and condo housing financed with HUD financing with offices in several major cities. In 1986, Mr. Spragens converted to condo ownership 1,000 apartment units in San Mateo, California, resulting in one of the largest residential projects in California at that time. Mr. Spragens was Managing Partner of Gateway Associates, Inc. from 1990 to 2000. In addition, Mr. Spragens is President and 50% owner of Mint Management Company, a residential property management company he co-founded in 1987, which develops, owns and operates apartment units in New Jersey, Michigan and Kansas. Mr. Spragens developed and continues to own and operate Inman Grove Shopping Center in Edison, New Jersey. Mr. Spragens is also a well-known and respected philanthropist. Mr. Spragens is a Founding Board Member and Treasurer of Foundation for Peace. Foundation for Peace provides healthcare, education, and clean water to those in need in Dominican Republic and Haiti. He is also a member of the Board of Directors and Finance Committee of Hernia Help, which provides free hernia surgery to underserved children and adults in developing countries. Mr. Spragens has a BA from the University of Cincinnati, a Law Degree from George Washington University, and an MA from American University. Mr. Spragens is well qualified to serve on our Board because of his extensive public company management and multi-sector investment experience, and his public company board experience.

  10. Continuing Directors

    David Link, MBA, has served as a member of our Board since 2018 and is currently Vice-Chairman. Mr. Link is the former executive vice president and chief strategy office at Sanford Health with more than three decades of experience in strategy, planning and financial operations. During his tenure, Mr. Link contributed significantly to growing the organization from a regional health system into one of the nation’s largest non-profit, integrated health care delivery systems. He was also charged with overseeing Sanford Health Plan, Sanford Foundation and research and development, including Sanford Research. Under his leadership, the initial Sanford Clinic was created as well as the development of Sanford World Clinics, an initiative designed to provide communities around the world with permanent, sustainable health care infrastructure. Currently, Dave serves as an appointed program director in the President’s Office at Dakota State University, one of the nation’s leading programs in cyber security. Dave holds board or committee positions with Enterprise 605, the South Dakota REACH Committee, South Dakota Research and Commercialization Council and Sanford Research. In 2019, he was honored for his exemplary leadership and support of the state’s bioscience industry with the LIVE Award at the South Dakota Biotech. Dave holds a bachelor’s degree in data processing and computer science, an MBA from the University of South Dakota and a master’s in healthcare administration from the University of Minnesota. Mr. Link is well qualified to serve on our Board because of his extensive experience in the biotechnology industry and his extensive public company board experience. Katie Ellias joined the Board in November 2023. Ms. Ellias serves as a Managing Director at the JDRF T1D Fund LLC, a venture philanthropy fund with approximately $200 million in assets (the “T1D Fund”), including an investment in the Company. Ms. Ellias joined the T1D Fund in 2018 where she has led a number of investments in companies developing T1D-oriented therapies, and served as a director on the board of several including, DiogenX, Veralox Therapeutics, i2O Therapeutics, and Capillary Biomedical. Ms. Ellias joined the T1D Fund from Endeavour Vision, a Geneva-based growth stage venture fund. She was previously Principal at Sofinnova Partners, Paris, a leading early-stage life sciences fund. Ms. Ellias has also held roles in business development with Medtronic and started her career at McKinsey & Company. She holds an M.B.A. in Healthcare Management from the Wharton School at the University of Pennsylvania and a B.A. in International Relations and Political Science from Yale University. We believe Ms. Ellias is well qualified to serve on our Board due to her extensive T1D and emerging companies experience. Andrew Moin joined the Board in October 2023. Mr. Moin is a Partner and Analyst at Sessa Capital, a New York based investment advisor registered with the SEC. Mr. Moin has been with Sessa since 2012, where he works on idea generation, research, and investment implementation. Prior to Sessa, from 2008-2012, Mr. Moin was in the Tax Group at Sullivan & Cromwell LLP, where he advised corporate and other clients on a variety of transactions. In the non-profit realm, Andrew has served on the Young Leadership Committee of the New York City Chapter of the JDRF and was Chair of the Board of Trustees at the Great Neck Community School. Andrew received a B.A. in Economics, with distinction, from Amherst College and a J D., magna cum laude, from Harvard Law School. We believe Mr. Moin is well qualified to serve on our Board due to his extensive investment experience. Dr. Jay S. Skyler, M.D., MACP, FRCP joined the Board in May 2024. He is a Professor of Medicine, Pediatrics and Psychology and Deputy Director of the Diabetes Research Institute at the University of Miami in Florida, where he has been employed since 1976. Dr. Skyler has also served as Study Chairman for the National Institute of Diabetes & Digestive & Kidney Diseases Type 1 Diabetes clinical trials network. He was previously the President of the American Diabetes Association and Vice-President of the International Diabetes Federation. Dr. Skyler served as a director of Amylin Pharmaceuticals, Inc., a pharmaceutical company, until its acquisition by Bristol-Myers Squibb Company in August 2012, and served as a director of MiniMed, Inc., a medical device company, until its acquisition by Medtronic plc. in 2001. From 2002 to 2023, Dr. Skyler served on the board of directors of DexCom, Inc. (NASDAQ: DXCM), a publicly traded medical device company. Dr. Skyler has served on the board of directors of Applied Therapeutics, Inc. (NASDAQ: APLT), a publicly-traded clinical-stage biopharmaceutical company, since April 2019. Dr. Skyler received his B.S. from The Pennsylvania State University, and his M.D. from Jefferson Medical College. We believe that Dr. Skyler’s extensive expertise in the life sciences industry and his experience serving on the board of directors of other public companies qualifies him to serve on our Board.

  11. Director Compensation

    Director Compensation

  12. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our directors for the fiscal year ended December 31, 2023.

  13. Director Compensation Table

    | | Fees Earned or Paid in Cash | Option Awards (1) | Stock Awards (2) | Total | | Name | ($) | ($) | ($) | ($) | | Samuel J. Reich | — | 202,598 | — | 202,598 | | Christine Hamilton, MBA | 25,000 | — | — | 25,000 | | Eddie J. Sullivan, PhD | — | 202,598 | — | 202,598 | | Jeffrey G. Spragens | 25,000 | — | — | 25,000 | | David Link, MBA | 25,000 | — | — | 25,000 | | Katie Ellias (3) | — | — | — | — | | William Polvino, MD | 25,000 | — | — | 25,000 | | Scott Giberson | 25,000 | — | — | 25,000 | | Erick Lucera | 18,750 | 8,178 | — | 26,928 | | Andrew Moin (3) | — | — | — | — | | Jay S. Skyler, M.D., MACP, FRCP (4) | — | — | — | — |

  14. Director Compensation Table

    Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements for the year ended December 31, 2023 set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. Represents the aggregate grant date fair value of restricted stock units granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Restricted stock units are valued at market price of the Company’s common stock at the closing price at the date of grant. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. (3) Each of Ms. Ellias and Mr. Moin have waived their receipt of Board compensation at this time. (4) Dr. Skyler was appointed to the Board in May 2024. As such, he received no compensation during the fiscal year ended December 31, 2023.

  15. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Our director compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Prior to May 2024, our director compensation policy consisted of an annual $25,000 retainer payable to non-employee directors for service on the Board and the committees of the Board.

  16. 2024 Director Compensation Policy

    2024 Director Compensation Policy In May 2024, upon the recommendation of each of the compensation committee and nominating and corporate governance committee, the Board adopted a new director compensation policy. The director compensation policy now provides: • upon appointment to the Board, each non-employee director will receive a one-time grant of 35,000 options (pro rata beginning on June 1st) to purchase shares of common stock, to vest over three years; • each non-employee director will receive an annual grant of 20,000 options to purchase shares of common stock, to vest over two years; • the annual retainer payable to non-employee directors for service on the Board is $30,000; • the chairs of the audit committee, compensation committee, and nominating and corporate governance committee will receive, on an annual basis, an additional $8,000, $7,000, and $6,000, respectively; and • the non-chair members of the audit committee, compensation committee, and nominating and corporate governance committee will receive, on an annual basis, an additional $6,000, $5,000, and $4,000, respectively.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2023 and 2022.

  18. Summary Compensation Table

    | | | Salary | Option Awards (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Samuel J. Reich (3) | 2023 | 350,000 | 202,598 | — | — | 13,200 | 565,798 | | Chairman of the Board of Directors and Chief Executive Officer | 2022 | 350,000 | 304,600 | — | 14,000 | 12,200 | 680,800 | | Eddie J. Sullivan, PhD. (4) | 2023 | 377,200 | 202,598 | — | — | 25,359 | 605,157 | | President | 2022 | 377,200 | 44,725 | — | 42,435 | 10,982 | 475,342 | | Alexandra Kropotova, MD (5) | 2023 | 525,000 | — | 147,125 | 236,250 | 13,200 | 921,575 | | EVP, Chief Medical Officer | 2022 | 282,692 | 10,344 | 567,000 | — | 2,423 | 862,459 | | Michael G. King, Jr. (6) | 2023 | 60,577 | 661,411 | — | — | — | 721,988 | | EVP, Chief Financial Officer | 2022 | — | — | — | — | — | — | | Christoph Bausch, PhD (7) | 2023 | 325,000 | 106,123 | — | 105,000 | 13,200 | 549,323 | | EVP, Chief Operating Officer | 2022 | 308,855 | 184,551 | — | 50,445 | 12,200 | 556,051 |

  19. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our consolidated financial statements for the year ended December 31, 2023 set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. (2) Represents the aggregate grant date fair value of restricted stock units granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Restricted stock units are valued at market price of the Company’s common stock at the closing price at the date of grant. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. (3) We granted Mr. Reich a stock option to purchase up to 7,000 shares of our common stock at an exercise price of $1.78 per share, the closing price of our common stock on March 16, 2022. The shares subject to this stock option award vested 100% of the shares on the one-year anniversary of the grant date and We granted Mr. Reich a stock option to purchase up to 525,000 shares of our common stock at an exercise price of $0.71 per share, the closing price of our common stock on September 13, 2022. The shares subject to this stock option will vest as to 25% of the shares one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. We granted Mr. Reich a stock option to purchase up to 525,000 shares of our common stock at an exercise price of $0.54 per share, the closing price of our common stock on March 14, 2023. The shares subject to this stock option will vest as to 25% of the shares one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. “All Other Compensation” includes only employer matching contributions under our 401(k) plan. We granted Dr. Sullivan a stock option to purchase up to 21,218 shares of our common stock at an exercise price of $1.78 per share, the closing price of our common stock on March 16, 2022. The shares subject to this stock option award vested 100% on the one-year anniversary of the grant date. We granted Dr. Sullivan a stock option to purchase up to 35,000 shares of our common stock at an exercise price of $0.71 per share, the closing price of our common stock on September 13, 2022. The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. We granted Dr. Sullivan a stock option to purchase up to 525,000 shares of common stock at an exercise price of $0.54 per share, the closing price of our common stock on March 14, 2023. The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. “All Other Compensation” includes (a) $13,173 representing payment for a lease to occupy an apartment in Sioux Falls, South Dakota, and (b) $12,187 representing employer matching contributions under our 401(k) plan. On June 6, 2022 we granted Alexandra Kropotova 300,000 restricted shares of our common stock (“RSUs”). The shares subject to this stock award will vest as to 25% of the RSU’s on the one-year anniversary of the grant date, and the remainder of the RSU’s vest in 36 equal monthly installments thereafter. On March 14, 2023 we granted Dr. Kropotova 275,000 (27,500 shares following the Reverse Stock Split) restricted shares of our common stock (“RSUs”). The shares subject to this stock award will vest as to 25% of the RSU’s on the one-year anniversary of the grant date, and the remainder of the RSU’s vest 36 equal monthly installments thereafter. “All Other Compensation” includes only employer matching contributions under our 401(k) plan. (6) We granted Mr. King a stock option to purchase up to 850,000 shares of our common stock at an exercise price of $0.798 per share, the closing price of our common stock on October 19, 2023. The award was contingent upon the Mr. King’s commencement of service as Chief Financial Officer of the Registrant, which occurred on October 30, 2023. The shares subject to this stock option vest 25% one the one-year anniversary of Mr. King’s commencement of service as Chief Financial Officer , and vest as to the remainder of the shares in 36 equal monthly installments thereafter. On May 26, 2024, Mr. King notified the Company that he would be resigning from his position, effective June 4, 2024, to pursue another opportunity. Mark Conley, the Company’s Vice President of Finance, will become Interim Chief Financial Officer at such time. (7) We granted Dr. Bausch a stock option to purchase up to 24,972 shares of our common stock at an exercise price of $1.78 per share, the closing price of our common stock on March 16, 2022. The shares subject to this stock option award vested 100% on the one-year anniversary of the grant date. We granted Dr. Bausch a stock option to purchase up to 274,875 shares of our common stock at an exercise price of $0.71 per share, the closing price of our common stock on September 13, 2022. The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. We granted Dr. Bausch a stock option to purchase up to 275,000 shares of common stock at an exercise price of $0.54 per share, the closing price of our common stock on March 14, 2023. The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. “All Other Compensation” includes only employer matching contributions under our 401(k) plan.

  20. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below reflects, as applicable, amounts payable to our current named executive officers in connection with a termination by the Company without cause, by the executive for good reason, or upon non-renewal by the Company in the event of a change in control. For purposes of our agreements with our named executive officers, “cause” means, in the judgement of the Company: (i) executive engages in any act or omission which is in bad faith and to the detriment of the Company; (ii) executive willfully and materially violates any of the Company’s then-current policies and procedures; (iii) executive’s willful failure to perform his or her duties under the employment agreement; (iv) executive exhibits unfitness for service, dishonesty, habitual neglect, persistent and serious deficiencies in performance, or incompetence; (v) executive is convicted of, or there is an entry of guilty (or a nolo contender) plea by executive to, a crime (other than a minor traffic violation); (vi) executive materially breaches provision of the agreement related to nondisclosure, assignment of inventions and/or non-solicitation; or (vii) executive refuses or fails to act on any reasonable or lawful directive or order from the Board or executive's supervisor. A summary of the potential payments that each of our current named executive officers would have received upon the occurrence of these events, assuming that each triggering event occurred on December 31, 2023, is set forth below.

  21. Potential Payments upon Termination or Change in Control

    | | Salary | Equity | Perquisites / Benefits | Other | Total | | Name and Principal Position | ($) | ($) | ($) | ($) | ($) | | Samuel J. Reich | 350,000 | — | — | — | 350,000 | | Chairman of the Board of Directors and Chief Executive Officer | | | | | | | Eddie J. Sullivan, PhD. | 377,200 | — | — | — | 377,200 | | President | | | | | | | Alexandra Kropotova, MD | 525,000 | — | — | — | 525,000 | | EVP, Chief Medical Officer | | | | | | | Michael G. King, Jr.* | 450,000 | — | — | — | 450,000 | | EVP, Chief Financial Officer | | | | | | | Christoph Bausch, PhD | 325,000 | — | — | — | 325,000 | | EVP, Chief Operating Officer | | | | | |

  22. Potential Payments upon Termination or Change in Control

    * On May 26, 2024, Mr. King notified the Company that he would be resigning from his position, effective June 4, 2024, to pursue another opportunity. Mark Conley, the Company’s Vice President of Finance, will become Interim Chief Financial Officer at such time.

  23. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  24. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) Exercisable | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Samuel J. Reich | 25,277 | 9,723(1) | 111.70 | 11/16/2031 | — | — | | | 700 | — | 17.80 | 3/15/2032 | — | — | | | 16,406 | 36,094(2) | 7.11 | 9/12/2032 | — | — | | | — | 52,500(3) | 5.35 | 3/13/2033 | — | — | | Eddie J. Sullivan, PhD. | 13,958 | — | 5.40 | 8/4/2024 | — | — | | | 32,570 | — | 5.40 | 12/11/2024 | — | — | | | 2,326 | — | 26.90 | 4/26/2030 | — | — | | | 2,121 | — | 17.80 | 3/15/2032 | — | — | | | 1,093 | 2,407(4) | 7.11 | 9/12/2032 | — | — | | | — | 52,500(5) | 5.35 | 3/13/2033 | — | — | | Alexandra Kropotova, MD | 573 | 1,259(6) | 7.11 | 9/12/2032 | — | — | | | — | — | — | — | 18,750(7) | 128,906 | | | — | — | — | — | 27,500(7) | 189,063 | | Michael G. King, Jr. | — | 85,000(8) | 7.98 | 11/1/2033 | — | — | | Christoph Bausch, PhD | 10,468 | — | 10.70 | 3/12/2027 | — | — | | | 8,142 | — | 10.70 | 3/12/2027 | — | — | | | 6,979 | — | 10.70 | 3/12/2028 | — | — | | | 1,163 | — | 26.90 | 4/26/2030 | — | — | | | 2,497 | — | 17.80 | 3/15/2032 | — | — | | | 8,589 | 18,898(9) | 7.11 | 9/12/2032 | — | — | | | — | 27,500(10) | 5.35 | 3/13/2033 | — | — |

  25. Outstanding Equity Awards at Fiscal Year-End Table

    (1) The shares subject to this stock option award will vest as to 33% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 24 equal monthly installments thereafter. (2) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (3) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (4) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (5) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (6) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (7) Shares subject to these stock awards vest as to 25% of the RSU’s on the one-year anniversary of the grant date, and the remainder of the RSU’s in 36 equal monthly installments thereafter. (8) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of Mr. King’s commencement of service as Chief Financial Officer of the Registrant, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. On May 26, 2024, Mr. King notified the Company that he would be resigning from his position, effective June 4, 2024, to pursue another opportunity. Mark Conley, the Company’s Vice President of Finance, will become Interim Chief Financial Officer at such time. (9) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.