DEF 14A of Jasper Therapeutics, Inc., Apr 22, 2024

DEF 14A of Jasper Therapeutics, Inc.

Filed Apr 22, 2024 · FY20230001213900-24-034820

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Ronald A. Martell. Mr. Martell has served as our President, Chief Executive Officer and a member of our Board since March 2022. Mr. Martell has more than 30 years’ experience building and managing unique businesses in the biotech industry. Mr. Martell has served as a Director of MorphImmune, Inc. since April 2021, and served as the Chief Executive Officer and President from April 2021 to March 2022. Prior to joining MorphImmune, Inc., Mr. Martell served as the President and CEO of Nuvelution Pharma, Inc. from November 2019 to March 2021. He was also the Co-Founder and Executive Chairman of Indapta Therapeutics, Inc. from April 2017 to March 2022. Mr. Martell was the Co-Founder and Executive Chairman of Orca Bio from January 2016 to June 2019 and the Co-Founder and CEO of Achieve Life Sciences, Inc. from March 2015 to December 2017, where he led the merger of the company with OncoGenex Pharmaceuticals, Inc. in August 2017. He served on the board of directors of Plus Therapeutics, Inc. (previously Cytori Therapeutics, Inc.) (Nasdaq: PSTV) from December 2016 until December 2019. He served as Chief Executive Officer of Sevion Therapeutics, Inc. from June 2014 to January 2015 and Executive Chairman of KaloBios Pharmaceuticals, Inc. from February 2015 to October 2015. Prior to Sevion, Mr. Martell was President and CEO of NeurogesX, Inc. from January 2012 to July 2013 and sold the company’s assets to Acorda Therapeutics, Inc. Prior to NeurogesX, he was Chief Executive Officer of Poniard Pharmaceuticals, Inc. from February 2010 to March 2013. Before joining Poniard, he served in the capacity of the Office of the CEO and as Senior Vice President of Commercial Operations at ImClone Systems. Mr. Martell built ImClone Systems’ Commercial Operations and field sales force to market and commercialize Erbitux® with partners Bristol-Myers Squibb and Merck KGaA. Prior to joining ImClone Systems, Mr. Martell worked for 10 years at Genentech, Inc. in a variety of positions, the last of which was Group Manager, Oncology Products. At Genentech, he was responsible for the launch of Herceptin® for metastatic HER-2 positive breast cancer and Rituxan® for non-Hodgkin’s lymphoma. Mr. Martell began his career at Roche Pharmaceuticals. We believe that Mr. Martell is qualified to serve as a member of our Board because of his depth of experience in oncology and cell therapy development and commercialization, as well as deep relationships across the industry. Christian W. Nolet. Mr. Nolet has served as a member of our Board since September 2021. Mr. Nolet has more than 43 years of experience in various leadership roles in the audit services profession and in the life sciences industry. Mr. Nolet was an audit partner at Ernst & Young LLP (“EY”), a professional services firm, from November 2001 to June 2019. While at EY, Mr. Nolet led the West EY Life Sciences Industry Group. He served on both the Executive Committee and Finance Committee (Chair) of the California Life Sciences industry association from 2000 through February 2024. Mr. Nolet was also a member of the Finance & Investment Committee and Emerging Companies Section of BIO (the Biotechnology Innovation Organization). Prior to EY, Mr. Nolet was a partner at PricewaterhouseCoopers LLP from 1991 to 2001. Mr. Nolet holds a B.S. in Accounting from San Diego State University and is a retired Certified Public Accountant in California. Mr. Nolet has served on the boards of directors of Revance Therapeutics, Inc. (Nasdaq: RVNC) since July 2019 and ArriVent Biopharma, Inc. (Nasdaq: AVBP) since September 2023 and was previously on the board of directors of PolarityTE, Inc. (Nasdaq: PTE) from April 2020 to January 2023. He previously served on the board of directors of Ambrx Biopharma Inc. (Nasdaq: AMAM) from January 2021 to November 2021. Mr. Nolet also served on the board of directors of Viela Bio, Inc. from August 2019 until it was acquired in March 2021. We believe that Mr. Nolet is qualified to serve as a member of our Board because of his experience with multiple life sciences companies ranging from growing venture-capital backed start-ups to Fortune 100 companies, and his financial expertise as a former audit partner and retired California Certified Public Accountant.

  2. Continuing Directors

    Continuing Directors Judith Shizuru, M.D., Ph.D. Dr. Shizuru has served as a member of our Board since September 2021. Dr. Shizuru is our scientific co-founder and served as a member of the board of directors of our company prior to the merger with Amplitude Healthcare Acquisition Corporation (the “Pre-Merger Board”) from March 2018 to September 2021 and as Chair of its Scientific Advisory Board from December 2019 to September 2021. Dr. Shizuru is a Professor of Medicine (Blood and Marrow Transplantation) and Pediatrics (Stem Cell Transplantation) at Stanford. Dr. Shizuru is a member of the Stanford Blood and Marrow Transplantation (BMT) faculty, the Stanford Immunology Program, and the Institute for Stem Cell Biology and Regenerative Medicine. Dr. Shizuru received a Bachelor’s degree from Bennington College and an M.D. and Ph.D. from the Stanford University School of Medicine. She trained as a resident in adult internal medicine at the University of California, San Francisco, and in the sub-specialty of hematology at Stanford. Dr. Shizuru has been attending on the Stanford Blood and Marrow Transplantation clinical service since 1997, and she oversees a research laboratory. Her laboratory is focused on understanding the cellular and molecular basis of resistance to engraftment of transplanted allogeneic hematopoietic cells, and the way in which bone marrow grafts modify immune responses including the induction of immune tolerance. Dr. Shizuru’s laboratory has developed the translational science of anti-CD117 antibodies, and was the first to advance an anti-human CD117 antibody as a transplant conditioning agent from the laboratory to the clinic. Dr. Shizuru has over 140 publications in the fields of immunology and hematopoietic cell transplantation. We believe that Dr. Shizuru is qualified to serve as a member of our Board because of her expertise in immunology and transplant conditioning agents, as well as her knowledge of our technology and product candidates, having co-founded our company in 2018. Anna French, D.Phil. Dr. French has served as a member of our Board since September 2021. Dr. French served on the Pre-Merger Board from November 2019 to September 2021. Dr. French is a Partner at Qiming Venture Partners USA, having joined the firm in July 2017, where she invests in biotech and digital health companies, focusing on advanced therapeutics including cell and gene therapy. Dr. French has served on the boards of directors of Umoja Biopharma, Inc. since August 2020, WindMIL Therapeutics, Inc. since June 2018 and Auron Therapeutics, Inc. since December 2020. Previously, Dr. French was a Management Consultant at the Boston Consulting Group (BCG) from November 2014 to June 2017, where she advised leading biopharma companies on their strategy and operations. Dr. French also led a global industry/academic consortium focused on cell therapy commercialization. Dr. French earned a D.Phil. from the University of Oxford, UK, where her research focused on the hematopoietic differentiation of human induced pluripotent stem cells. Dr. French has over 20 publications in the field of stem cell research. We believe that Dr. French is qualified to serve as a member of our Board because of her stem cell expertise, as well as her experience investing in companies focused on advanced therapeutics. Tom Wiggans. Mr. Wiggans has served as a member of our Board and as its Chairperson since November 2023. He most recently served as the Chief Executive Officer and chair of the board of directors of Pardes Biosciences, Inc. (Nasdaq: PRDS) from March 2022 until its merger with MediPacific, Inc. in August 2023. Mr. Wiggans founded Dermira, Inc. (Nasdaq: DERM) in August 2010, and served as its Chief Executive Officer and a member of its board of directors from August 2010 and as the chairman of its board of directors from April 2014 until Dermira’s acquisition by Eli Lilly and Company in 2020. From October 2007, Mr. Wiggans served as chairman of the board of directors of Peplin and in August 2008, he became its Chief Executive Officer, serving in these positions until Peplin’s acquisition by LEO Pharma Inc. in November 2009. Previously, Mr. Wiggans served as chief executive officer of Connetics USA from 1994, and as chairman of the board of directors of Connetics from January 2006 until December 2006 when Connetics was acquired by Stiefel Laboratories, Inc. From 1992 to 1994, Mr. Wiggans served as President and Chief Operating Officer of CytoTherapeutics Inc., a biotechnology company. From 1980 to 1992, Mr. Wiggans served at Ares-Serono S.A. in various management positions including as President of its U.S. pharmaceutical operations and Managing Director of its U.K. pharmaceutical operations. Mr. Wiggans began his career with Eli Lilly and Company. He currently serves on the board of directors of Annexon, Inc. (Nasdaq: ANNX), a position he has held since February 2017. Mr. Wiggans has previously served on the boards of various industry organizations, educational institutions and private and public companies, including service on the boards of directors of Cymabay Therapeutics Inc. (Nasdaq: CBAY) from April 2021 until its acquisition by Gilead Sciences, Inc. in March 2024, Onyx Pharmaceuticals Inc. from March 2005 until its acquisition by Amgen Inc. in October 2013, Sangamo Biosciences, Inc. from June 2008 until June 2012, Somaxon Pharmaceuticals, Inc. from June 2008 until May 2012, Forma Therapeutics Holdings, Inc. from September 2020 until its acquisition by Novo Nordisk A/S in October 2022, and as chairman of the board of directors of Excaliard Pharmaceuticals, Inc. from October 2010 until its acquisition by Pfizer Inc. in December 2011. Mr. Wiggans was instrumental in the formation of the Biotechnology Industry Organization and served as a member of its board of directors for many years. He is currently a member of the Board of Trustees of the University of Kansas Endowment Association. Mr. Wiggans holds a B.S. in Pharmacy from the University of Kansas and an M.B.A. from Southern Methodist University. We believe that Mr. Wiggans is qualified to serve as a member of our Board because of his leadership and business and product development expertise, as well as his extensive experience in the pharmaceutical and therapeutics industry at both the executive and board level.

  3. Continuing Directors

    Kurt von Emster. Mr. von Emster has served as a member of our Board since September 2021. Mr. von Emster served on the Pre-Merger Board from November 2019 to September 2021. Mr. von Emster has been a Partner at Abingworth LLP, a venture capital firm, since January 2015 and as Managing Partner since July 2015. Prior to joining Abingworth, Mr. von Emster was a co-founder and Partner of venBio LLC, a venture capital firm, from May 2009 until January 2015. In 2001, Mr. von Emster became a General Partner at MPM Capital, a leading biotechnology private equity firm, and launched the MPM BioEquities Fund, a crossover public and private biotechnology hedge fund. He was the portfolio manager of this fund from inception in 2001 until his departure in 2009. Mr. von Emster’s investment career started in 1989 at Franklin Templeton Investments where he founded and managed several health and biotechnology funds in the 1990s. Mr. von Emster has served on the boards of directors of Tizona Therapeutics, Inc. since November 2020, Orbus Therapeutics, Inc. since July 2020, Launch Therapeutics since August 2021 and SFJ Pharmaceuticals Inc. since April 2020. He previously served as a director of CymaBay Therapeutics, Inc. (Nasdaq: CBAY) from April 2009 until its acquisition by Gilead Sciences, Inc. in March 2024, CRISPR Therapeutics AG from March 2015 to June 2019, Vera Therapeutics, Inc. (Nasdaq: VERA) from November 2020 to May 2022, Vaxacyte, Inc. (Nasdaq: PCVX) from June 2019 to June 2022 and Trishula Therapeutics, Inc. from December 2020 to November 2021. Mr. von Emster holds a B.S. in Business and Economics from the University of California, Santa Barbara and is a Chartered Financial Analyst (CFA). We believe that Mr. von Emster is qualified to serve as a member of our Board because of his extensive financial and investment experience, as well as his experience serving on the board of directors of other therapeutic and pharmaceutical companies. Scott Brun, M.D. Dr. Brun has served as a member of our Board since June 2023. Dr. Brun is currently President at Gold Mast Consulting, LLC, an advisory firm he founded in 2019 to provide technical advice and strategic guidance related to biopharmaceutical research and development, pipeline portfolio management, commercialization of new therapeutics and strategic communications related to R&D activities. Dr. Brun serves as a Venture Partner at Abingworth LLP and a Senior Medical Advisor to Launch Therapeutics. Prior to his current roles, Dr. Brun had two decades of experience in various leadership roles at AbbVie, Inc., including 15 years at the predecessor company, Abbott Laboratories. The majority of his career has been focused on leading teams and clinical development organizations across a broad variety of therapeutic areas including autoimmune, neurologic, and renal among others. He was most recently Corporate Vice President of Scientific Affairs and Head of AbbVie Ventures, a corporate venture fund responsible for investment opportunities within AbbVie’s R&D therapeutic areas as well as technology platforms of interest from March 2016 to March 2019. Previously, Dr. Brun served as Corporate Vice President and Head of Pharmaceutical Development at AbbVie from November 2013 to March 2016. During his tenure at AbbVie, Dr. Brun oversaw a global organization with responsibilities for AbbVie’s entire portfolio of early and late-stage clinical pre-registration pipeline compounds as well as marketed compounds within oncology, neurology, immunology, renal, infectious disease, and women’s and men’s health therapeutic areas. Prior to joining AbbVie, Dr. Brun spent over 15 years at Abbott Laboratories, where he held positions of increasing leadership responsibility in drug development within the R&D organization. Dr. Brun is a member of the boards of directors of Axial Biotherapeutics, Inc. and Trishula Therapeutics, Inc., both private, clinical-stage biopharmaceutical companies, Forte Biosciences, Inc. (Nasdaq: FBRX), a preclinical-stage company focused on autoimmune diseases, and Cabaletta Bio, Inc. (Nasdaq: CABA), a clinical-stage biotechnology company focused on the discovery and development of engineered T cell therapies for autoimmune diseases. Previously, Dr. Brun served as a Senior Advisor to the business development team at Horizon Therapeutics plc (Nasdaq: HZNP) from 2020 to 2023. Dr. Brun received his B.S. in Biochemistry from the University of Illinois at Urbana-Champaign and earned his M.D. from the Johns Hopkins University School of Medicine. He completed his residency in ophthalmology at the Massachusetts Eye and Ear Infirmary, Harvard Medical School. We believe that Dr. Brun is qualified to serve as a member of our Board because of his extensive background in research, development and commercialization of product candidates, as well as his current and prior service with pharmaceutical and biotechnology companies on matters pertaining to strategy and operations. Vishal Kapoor. Mr. Kapoor has served as a member of our Board since February 2023. He been a Partner of Avego Management, LLC, an affiliate of Velan Capital Partners LP, since January 2021, leading their life sciences venture investing strategy. He was previously with Amplitude Healthcare Acquisition Corporation from January 2020 until our merger with it in September 2021. Prior to that, Mr. Kapoor was Chief Business Officer of Iveric bio, Inc. (formerly known as Ophthotech) from April 2015 to December 2019. At Iveric bio, Inc., he was responsible for acquiring an industry-leading portfolio of gene therapy and therapeutic assets in ophthalmology. From October 2014 to April 2015, Mr. Kapoor was Director of Corporate Development at NPS Pharmaceuticals, Inc., which Shire PLC acquired in 2015 for approximately $5.2 billion. From 2005 to 2014, Mr. Kapoor spent nine years at Genentech, Inc. in various positions, including leading strategy for ophthalmology and central nervous system pipeline assets, Lucentis marketing, commercial assessments for business development and medical affairs. In addition, Mr. Kapoor has previously worked at Pfizer Inc. Mr. Kapoor received an MBA in Finance and Management from Columbia Business School in 2004 and a BA in Biology from Columbia University in 1997. We believe that Mr. Kapoor is qualified to serve as a member of our Board in light of his years of experience in the life sciences industry, including with respect to acquisition, strategy, marketing and business development. The table below provides an enhanced disclosure regarding the diversity of our Board members and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

  4. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our Board, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third-party search firms to identify director candidates. Our Nominating and Corporate Governance Committee may conduct interviews, detailed questionnaires and comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, our Nominating and Corporate Governance Committee recommends candidates to our Board for approval as director nominees for election to our Board. In assessing our Board, our Nominating and Corporate Governance Committee will evaluate the overall composition of our Board, our Board’s contribution as a whole and its effectiveness in serving our best interests and the best interests of our stockholders.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation Pursuant to our Non-Employee Director Compensation Policy for the compensation of our non-employee directors, during 2023, each of our non-employee directors received annual retainers, subject to proration, for service on our Board and its committees as follows:

  6. Non-Employee Director Compensation

    | | Chairperson | Each Other Member | | Board of Directors | $70,000 | $40,000 | | Audit Committee | $15,000 | $7,500 | | Compensation Committee | $10,000 | $5,000 | | Nominating and Corporate Governance Committee | $8,000 | $4,000 | | Research and Development Committee | $11,300 | $6,300 |

  7. Non-Employee Director Compensation

    All cash retainers will be earned on a quarterly basis based on a calendar quarter, and, if applicable, will be prorated for the portion of the calendar quarter during which such non-employee director actually serves on our Board or a committee thereof, and will be paid in arrears no later than the 30th day following the end of each calendar quarter. The Non-Employee Director Compensation Policy also provides that we will reimburse reasonable expenses incurred by the non-employee directors in connection with attendance at Board or committee meetings. Prior to March 3, 2023, our Non-Employee Director Compensation Policy provided that any new non-employee elected or appointed to our Board would, upon his or her appointment to our Board, be granted a one-time stock option award to purchase a number of shares of our common stock equal to 0.10% of the total number of shares of our outstanding capital stock on an as-converted to common stock basis on the date of grant, which shall vest in three equal annual installments over three years, subject to the director’s continued service through such vesting dates. Subsequent to March 3, 2023 and until April 19, 2024, our Non-Employee Director Compensation Policy provided that any new non-employee elected or appointed to our Board would, upon his or her appointment to our Board, be granted a one-time stock option award to purchase 9,400 shares of our common stock (subject to adjustment for recapitalizations, stock splits and similar transactions), of which 25% of the total number of shares subject to the option would vest on the one year anniversary of the date of grant and 1/48th of the total number of shares subject to the option would vest monthly thereafter, subject to the director’s continued service through such vesting dates. Also subsequent to March 3, 2023 and until April 19, 2024, our Non-Employee Director Compensation Policy provided that, on the date of each annual meeting of our stockholders, each individual who is a non-employee director immediately prior to such annual meeting and who will continue to serve as a non-employee director immediately following such annual meeting would be granted an annual stock option award to purchase 4,700 shares of our common stock (subject to adjustment for recapitalizations, stock splits and similar transactions), which would vest in full upon the first anniversary of the date of the grant, subject to the director’s continued service through such vesting date. In connection with each director’s appointment to the Board (a) on February 16, 2023, Mr. Kapoor was granted an option to purchase 10,938 shares of our common stock, of which one-third vested on each of February 16, 2024 and one-third shall vest on February 16, 2025 and February 16, 2025, subject to Mr. Kapoor’s continued service through each applicable vesting date, (b) on June 20, 2023, Dr. Brun was granted an option to purchase 9,400 shares of our common stock, of which 25% shall vest on June 20, 2024 and the remaining 75% shall vest on an equal monthly basis over the following 36 months, subject to Dr. Brun’s continued service through each applicable vesting date, and (c) on November 1, 2023, Mr. Wiggans was granted an option to purchase 11,000 shares of our common stock, of which 25% shall vest on November 1, 2024 and the remaining 75% shall vest on an equal monthly basis over the following 36 months, subject to Mr. Wiggans’ continued service through each applicable vesting date. The grant to Mr. Wiggans was greater than the standard grant of 9,400 shares under the Non-Employee Director Compensation Policy as our Compensation Committee determined that a larger grant to Mr. Wiggans was appropriate given that he serves as the Chairperson of the Board. In addition, on June 7, 2023, each then-current non-employee director was granted a stock option award to purchase 4,700 shares of our common stock, which shall vest in full upon the first anniversary of the date of the grant, subject to the director’s continued service through such vesting date. Each of the these grants to our directors were made pursuant to our 2021 Equity Incentive Plan (as may be amended or restated, the “2021 Plan”). In addition, all stock option awards granted pursuant to the Non-Employee Director Compensation Policy will vest in full as of immediately prior to, and contingent upon, the occurrence of a Change in Control (as defined in the 2021 Plan), subject to the director’s continued service through immediately prior to such Change in Control. Employee directors receive no additional compensation for their service as a director.

  8. 2024 Updates to Non-Employee Director Compensation Policy

    2024 Updates to Non-Employee Director Compensation Policy Effective as of April 19, 2024, any new non-employee elected or appointed to our Board will, upon his or her appointment to our Board, be granted a one-time stock option award to purchase 15,000 shares of our common stock, of which 25% of the total number of shares subject to the option shall vest on the one year anniversary of the date of grant and 1/48th of the total number of shares subject to the option shall vest monthly thereafter, subject to the director’s continued service through such vesting dates. Also effective as of April 19, 2024, on the date of each annual meeting of our stockholders, each individual who is a non-employee director immediately prior to such annual meeting and who will continue to serve as a non-employee director immediately following such annual meeting will be granted an annual stock option award to purchase 7,500 shares of our common stock, which shall vest in full upon the first anniversary of the date of the grant, subject to the director’s continued service through such vesting date.

  9. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2023. Mr. Lis served as our non-employee Chairperson of our Board during 2023 through October 31, 2023 and resigned by our Board effective December 14, 2023. Mr. Wiggans became our non-employee Chairperson of the Board commencing on November 1, 2023 concurrent with his appointment to our Board. Dr. Klein resigned from our Board on June 20, 2023. Mr. Kapoor was appointed to our Board on February 16, 2023 and Dr. Brun was appointed to our Board on June 20, 2023.

  10. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Option Awards(1)(2) | Other Compensation | Total | | Judith Shizuru, M.D., Ph.D. | $46,300 | $61,410 | $250,000(3) | $357,710 | | Anna French, D.Phil. | $62,800 | $61,410 | — | $124,210 | | Kurt von Emster | $66,800 | $61,410 | — | $128,210 | | Christian Nolet | $65,000 | $61,410 | — | $126,410 | | Lawrence Klein, Ph.D. | $26,131 | $61,410 | — | $87,541 | | Vishal Kapoor | $40,986 | $225,485 | — | $266,471 | | Scott Brun, M.D. | $29,851 | $106,718 | — | $136,569 | | William Lis | $150,538 | $61,410 | — | $211,948 | | Tom Wiggans | $11,667 | $64,801 | — | $76,468 |

  11. Non-Employee Director Compensation Table

    ____________ (1) Amounts reported represent the aggregate grant date fair value of the stock options granted to the non-employee director under the 2021 Plan, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director, which will depend on factors including the continued service of the non-employee director and the future value of our stock. (2) The table below shows the aggregate number of option awards (vested and unvested) held by each of our non-employee directors as of December 31, 2023:

  12. Non-Employee Director Compensation Table

    | Name | Number of Shares Underlying Outstanding Options as of December 31, 2023 | | Judith Shizuru, M.D., Ph.D. | 27,120 | | Anna French, D.Phil. | 12,504 | | Kurt von Emster | 12,504 | | Christian Nolet | 12,504 | | Scott Brun, M.D. | 9,400 | | Tom Wiggans | 11,000 | | Vishal Kapoor | 15,638 |

  13. Non-Employee Director Compensation Table

    (3) Consists of fees earned by Dr. Shizuru for non-employee consulting services provided to us. See “Certain Relationships and Related Party Transactions — Dr. Shizuru Consulting Agreement” for additional information.

  14. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board is currently composed of eight members. In accordance with our Certificate of Incorporation, our Board is divided into three staggered classes of directors. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in the control of our Company.

  15. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all compensation granted or paid following the effective date of the 2024 Plan to any individual for service as a non-employee director with respect to any fiscal year, including awards granted under the 2024 Plan (valued based on the grant date fair value for financial reporting purposes) and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, except such amount will increase to $1,500,000 for the year in which a non-employee director is first appointed or elected to our Board.

  16. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses We pay cash bonuses to reward our executives for their performance over the fiscal year, based on an analysis by our Board or our Compensation Committee of our company performance and each executives’ performance during the year. During 2023, Mr. Martell’s annual bonus target was equal to 50% of his annual base salary, Mr. Mahal’s annual bonus target was equal to 45% of his annual base salary, Mr. Cross’ annual bonus target was equal to 45% of his annual base salary and Dr. Tucker’s annual bonus target was equal to 45% of his annual base salary. In the first quarter of 2023, our Board adopted corporate performance goals for the 2023 bonus program for our employees based on milestones that primarily included: (1) briquilimab clinical goals, including Chronic Spontaneous Urticaria, LR-MDS primary therapeutics and SCID transplant, (2) chemistry, manufacturing and controls (CMC) goals, (3) research and translational goals and (4) corporate goals, including finance, business development and human resources. Our Compensation Committee determined that the total attainment rate for 2023 was 90%. For 2023, Mr. Martell received a $312,917 bonus, Mr. Mahal received a $187,024 bonus, Mr. Cross received a $51,552 bonus and Dr. Tucker received a $110,371 bonus. The bonus amounts for Mr. Martell, Mr. Mahal, Mr. Cross and Dr. Tucker were determined based on the base salary earned by each executive officer for the calendar year multiplied by their bonus target percentage and the 90% achievement level. For each of Mr. Cross and Dr. Tucker, the amount was also pro-rated from his date of hire.

  17. Sign-on Bonuses

    Sign-on Bonuses Dr. Tucker received a one-time payment sign-on bonus of $50,000 in connection with the commencement of his employment with us. If Dr. Tucker resigns from us without Good Reason (as defined in the Severance Plan) or no reason or Dr. Tucker is terminated by us for Cause (as defined in the Severance Plan) on or prior to June 12, 2024, Dr. Tucker will be required to repay us 100% of the sign-on bonus within 30 days of the date Dr. Tucker ceases to be an employee. In addition, Mr. Cross received a one-time payment sign-on bonus of $100,000 in connection with the commencement of his employment with us. If Mr. Cross resigns from us without Good Reason (as defined in the Severance Plan) or no reason or Mr. Cross is terminated by us for Cause (as defined in the Severance Plan) on or prior to September 22, 2024, Mr. Cross will be required to repay us 100% of the sign-on bonus within 30 days of the date Mr. Cross ceases to be an employee.

  18. Long-Term Equity Incentives

    Long-Term Equity Incentives We believe equity awards are a critical element of our executive compensation programs as they provide an incentive for our executives to focus on driving growth in our stock price and long-term stockholder value creation and help us to attract and retain key talent in a competitive market. Specifically, the granting of stock options helps ensure that the interests of our executive officers are aligned with those of our stockholders as the options only have value if the value of our stock increases after the date the option is granted. Martell February 2023 True-Up Option Award Pursuant to our employment agreement with Mr. Martell, our Chief Executive Officer, in the event we closed an equity financing of at least $50 million after the date of commencement of Mr. Martell’s employment with us, then, promptly following the closing of such financing, and subject to approval by the Board or our Compensation Committee, Mr. Martell would be granted an additional option to purchase 1.0% of the outstanding shares of our common stock (the “True-Up Option”), measured as of the date of grant. On February 2, 2023, Mr. Martell was granted an option to purchase 109,383 shares of our common stock in satisfaction of our obligation to issue the True-Up Option to Mr. Martell. The True-Up Option vests over four years, whereby 25% of the total number of shares subject to the True-Up Option vested on February 2, 2024 and 1/48th of the total number of shares subject to the True-Up Option will vest monthly thereafter, subject in each case to Mr. Martell’s continued service to us on each vesting date. March 2023 Option Awards On March 17, 2023, Mr. Martell was granted an option to purchase 49,999 shares of our common stock, of which 25% of the total number of shares subject to the option vested on March 3, 2024 and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject in each case to Mr. Martell’s continued service to us on each vesting date. On March 17, 2023, Mr. Mahal was granted an option to purchase 34,999 shares of our common stock, of which 25% of the total number of shares subject to the option vested on March 3, 2024 and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject in each case to Mr. Mahal’s continued service to us on each vesting date. Tucker Initial Option Award In connection with his appointment as our Chief Medical Officer, on June 12, 2023, Dr. Tucker was granted an option to purchase 40,000 shares of our common stock, of which 25% of the total number of shares subject to the option will vest on June 12, 2024 and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject in each case to Dr. Tucker’s continued service to us on each vesting date. Cross Initial Option Award In connection with his appointment as our Chief Financial Officer, on September 22, 2023, Mr. Cross was granted an option to purchase 55,000 shares of our common stock, of which 25% of the total number of shares subject to the option will vest on September 22, 2024 and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject in each case to Mr. Cross’ continued service to us on each vesting date.

  19. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2023.

  20. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2023. Our Board may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  21. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2023 and 2022, respectively:

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Ronald Martell | 2023 | 695,255 | 312,917 | — | 2,361,818 | — | — | 3,369,990 | | President and Chief Executive Officer | 2022 | 509,666 | 226,801 | — | 4,478,785 | 399,938 | 25,000(3) | 5,640,190 | | Herb Cross(4) | 2023 | 125,615 | 51,552 | 100,000(5) | 361,955 | — | 4,000(6) | 643,122 | | Chief Financial Officer and Corporate Secretary | | | | | | | | | | Jeet Mahal(7) | 2023 | 461,693 | 187,024 | — | 535,990 | — | — | 1,184,707 | | Chief Operating Officer | 2022 | 418,265 | 161,192 | — | 358,433 | 169,630 | — | 1,107,520 | | Edwin Tucker(8) | 2023 | 272,955 | 110,371 | 50,000(9) | 544,400 | — | — | 977,726 | | Chief Medical Officer | | | | | | | | |

  23. Summary Compensation Table

    ____________ (1) Amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officers during 2023 and 2022 under the 2021 Plan or the Inducement Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024. This amount does not reflect the actual economic value that may be realized by the named executive officer, which will depend on factors including the continued service of the executive and the future value of our stock. (2) Amounts reported represent the aggregate grant date fair value of the restricted stock unit awards granted to the named executive officers during 2023 under the 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024. This amount does not reflect the actual economic value that may be realized by the named executive officer, which will depend on factors including the continued service of the executive and the future value of our stock. (3) Represents consulting fees paid to Mr. Martell for consulting services prior to his appointment as our President and Chief Executive Officer effective March 15, 2022. (4) Mr. Cross was appointed as our Chief Financial Officer effective September 22, 2023. (5) Represents a cash sign-on bonus in connection with the commencement of Mr. Cross’ employment with us. If Mr. Cross resigns from us without Good Reason (as defined in the Severance Plan) or no reason or Mr. Cross is terminated by us for Cause (as defined in the Severance Plan) on or prior to September 22, 2024, Mr. Cross will be required to repay us 100% of the sign-on bonus within 30 days of the date Mr. Cross ceases to be an employee. (6) Represents consulting fees paid to Mr. Cross for consulting services prior to his appointment as our Chief Financial Officer and Corporate Secretary effective September 22, 2023. (7) Mr. Mahal transitioned to our Chief Operating Officer on September 22, 2023. Prior to such time, he served as our Chief Operating and Financial Officer and Corporate Secretary. (8) Dr. Tucker was appointed as our Chief Medical Officer as of June 12, 2023. (9) Represents a cash sign-on bonus in connection with the commencement of Mr. Dr. Tucker’s employment with us. If Dr. Tucker resigns from us without Good Reason (as defined in the Severance Plan) or no reason or Dr. Tucker is terminated by us for Cause (as defined in the Severance Plan) on or prior to June 12, 2024, Dr. Tucker will be required to repay us 100% of the sign-on bonus within 30 days of the date Dr. Tucker ceases to be an employee.

  24. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2023.

  25. Outstanding Equity Awards as of December 31, 2023

    | | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | | Ronald Martell | 3/21/2022 | 3/15/2022 | 74,564 | 95,868 | $35.40 | 3/21/2032 | | | 2/2/2023 | 2/2/2023 | — | 109,383 | $17.80 | 2/2/2033 | | | 3/17/2023 | 3/3/2023 | — | 49,999 | $18.70 | 3/17/2033 | | Jeet Mahal | 6/1/2020 | 12/12/2019 | 17,372 | — | $7.10 | 6/1/2030 | | | 3/21/2022 | 12/7/2021 | 375 | 375 | $35.40 | 3/21/2032 | | | 3/21/2022 | 3/21/2022 | 3,817 | 4,909 | $35.40 | 3/21/2032 | | | 4/7/2022 | 3/21/2022 | 2,119 | 2,724 | $31.20 | 4/7/2032 | | | 3/17/2023 | 3/3/2023 | — | 34,999 | $18.70 | 3/17/2033 | | Herb Cross | 9/22/2023 | 9/22/2023 | — | 55,000 | $7.80 | 9/22/2033 | | Edwin Tucker, M.D. | 6/12/2023 | 6/12/2023 | — | 40,000 | $16.20 | 6/12/2033 |

  26. Outstanding Equity Awards as of December 31, 2023

    (1) Unless otherwise indicated, the shares underlying the stock options that are not fully vested are scheduled to vest over a four-year period, with 1/4th vesting on the first anniversary of the vesting commencement date and 1/48th vesting on a monthly basis thereafter through the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued service with us. (2) The unvested shares underlying the awards held by Mr. Martell are subject to accelerated vesting as described in “— Employment and Other Arrangements with Named Executive Officers — Employment Agreement with Ronald Martell”. The unvested shares underlying the awards held by Mr. Mahal, Mr. Cross and Dr. Tucker are subject to accelerated vesting as described in “— Employment and Other Arrangements with Named Executive Officers — Employee Severance Plan”.

  27. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Certificate of Incorporation contains provisions that limit the liability of our current and former directors and officers for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors or officers, except liability for: • any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • as a director, unlawful payments of dividends or unlawful stock repurchases or redemptions; • as an officer, derivative claims brought on behalf of the corporation by a stockholder; or • any transaction from which the director or officer derived an improper personal benefit. Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. Our Certificate of Incorporation authorizes us to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law. Our Bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our Bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have also entered, and expect to continue to enter, into agreements to indemnify our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in connection with any action, proceeding or investigation. We believe that our Certificate of Incorporation, Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.