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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM Form 10-K/A
(Amendment No. 1)
(Mark one)
| x | |||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-36020
Onconova Therapeutics,Traws Pharma, Inc.
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)
| Delaware | 22-3627252 | |
(State or incorporation or | (I.R.S. Employer Identification No.) | |
| 18940 | ||
(Address of | (Zip Code) |
Registrant's
(267) 759-3680
(Registrant’s telephone number, including area code:(267) 759-3680code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of | each class | Trading Symbol(s) | Name of | |||
|---|---|---|---|---|---|---|
| Common | TRAW | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o¨Noýx
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o¨Noýx
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesýx No o¨
Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. files). Yesýx No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer,"”, “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company x | |||
| Emerging |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ¨ No x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2Rule12b-2 of the Act). Yes o¨Noýx
As of June 30, 2017,2023, the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant'sregistrant’s voting stock held by non-affiliates was approximately $17.8$24.6 million, based on the last reported sale price of the registrant'sregistrant’s common stock on the Nasdaq Capital Market.
There were 18,946,163 shares of Common Stockcommon stock outstanding as of March 1, 2018.April 15, 2024.
ONCONOVA THERAPEUTICS, INC.
FORM 10-K/A
For Fiscal Year Ended December 31, 2017
2023
TABLE OF CONTENTS
| Page | ||||||
| PART III | |||||||
| Item 10 | Directors, Executive Officers and Corporate Governance | 1 | |||||
Item 11 | Executive Compensation | ||||||
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||||
Item 13 | Certain Relationships and Related Transactions, and Director Independence | ||||||
Item 14 | Principal Accountant Fees and Services | ||||||
| |||||||
Item 15 | Exhibits and Financial Statement Schedules | ||||||
i
i
Onconova
Traws Pharma Therapeutics, Inc., sometimes referred to as "we", "our",“we,” “our,” or the "Company"“Company” is filing this Amendment No. 1 on Form 10-K/A, or this Amendment, to its Annual Report on Form 10-K for the year ended December 31, 2017,2023, originally filed on March 16, 2018,April 1, 2024, or the Original“Original Report,” for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after the our fiscal year-end. We are filing this Amendment to provide information required in Part III of Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K.
In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, Part III, Items 10 through 14 of the Original Report are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Report is hereby amended and restated in its entirety, with the only changes being the additionadditions of the new certifications by our principal executive officer and principal financial officer filed herewith. This Amendment does not amend or otherwise update any other information in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and with our filings with the Securities and Exchange Commission subsequent to the Original Report.
ii
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
All of our directors bring to our boardBoard of directorsDirectors executive leadership experience from their service as executives and/or directors of our Company and/or other entities. The biography of each of the nominees below contains information regarding the person'sperson’s business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes and skills that caused the nominatingNominating and corporate governance committeeCorporate Governance Committee and our boardBoard of directorsDirectors to determine that the person should serve as a director, given our business and structure.
Name | Age | Position(s) with Onconova Therapeutics, Inc. | Served as Director From | ||||||
|---|---|---|---|---|---|---|---|---|---|
Henry S. Bienen, Ph.D. | 78 | Director | 2009 | ||||||
Jerome E. Groopman, M.D. | 66 | Director | 2013 | ||||||
Michael B. Hoffman | 67 | Chairman of the Board of Directors | 2002 | ||||||
Ramesh Kumar, Ph.D. | 62 | Director, President and Chief Executive Officer | 1998 | ||||||
Viren Mehta | 68 | Director | 2004 | ||||||
James J. Marino | 68 | Director | 2015 | ||||||
E. Premkumar Reddy, Ph.D. | 74 | Director | 1999 | ||||||
Jack E. Stover | 65 | Director | 2016 | ||||||
| Name | Age | Position(s) with Traws Pharma, Inc. | Served as Director From | |||||||
| Werner Cautreels, Ph.D. | 71 | Director and Chief Executive Officer | 2024 | |||||||
| Iain Dukes, D. Phil. | 65 | Executive Chairman | 2024 | |||||||
| Nikolay Savchuk, Ph.D. | 55 | Director and Chief Operating Officer | 2024 | |||||||
| Trafford Clarke, Ph.D. | 66 | Director | 2022 | |||||||
| James J. Marino | 74 | Director | 2015 | |||||||
| M. Teresa Shoemaker | 63 | Director | 2020 | |||||||
| Jack E. Stover | 71 | Director | 2016 | |||||||
Henry S. Bienen,Werner Cautreels, Ph.D.Dr. Bienen has served as a member of our board of directors since May 2009. He currently serves as the chairman of Rasmussen College, has served as the president emeritus of Northwestern University since August 2009 and served as the president of Northwestern University from 1995 to 2009. Dr. Bienen was the James S. McDonnell Distinguished University Professor and Dean of the Woodrow Wilson School of Public and International Affairs at Princeton University prior to his appointment at Northwestern. Dr. Bienen began his association with Princeton University in 1966, advancing from assistant professor to professor of politics and international affairs, and was then appointed the William Stewart Tod Professor of Politics and International Affairs in 1981 and the James S. McDonnell Distinguished University Professor in 1985. Dr. BienenCautreels has served as a director and CEO of the Grosvenor Registered Multi Strategy Fund (TI 1), LLC, the Grosvenor Registered Multi Strategy Fund (TI 2), LLC, the Grosvenor Registered Multi Strategy Fund (TE), LLCCompany since April 1, 2024. Dr. Werner Cautreels is a highly accomplished biopharmaceutical executive with a core emphasis in research and development in various therapeutic areas, who brings a deep understanding of clinical and regulatory strategy. During his 40-year plus career, his work has touched on cardiovascular, autoimmune, oncology, rare disease, and vaccines. Dr. Cautreels was President and CEO of Selecta Biosciences from July 2010 until 2018. Prior to Selecta Biosciences, Dr. Cautreels served as Global CEO of Solvay Pharmaceuticals until it was acquired by Abbott Laboratories in 2010. Prior to joining Solvay, he worked at Sanofi, Sterling Winthrop and Nycomed-Amersham in a variety of research and development management positions in Europe and the Grosvenor Registered Multi Strategy Master Fund, LLC sinceUnited States. Dr. Cautreels was also a Director of Innogenetics NV (Gent, Belgium) and of Arqule Inc. (Woburn, Massachusetts). Until April 2011.2019, Dr. BienenCautreels was Director and Chair of the Audit Committee of Galapagos NV (Mechelen, Belgium). Dr. Cautreels currently serves on the board of directors of Ryan Specialty GroupThird Pole Therapeutics, a privately held company developing critical life-sustaining therapies for people living with cardiopulmonary and is also a member of its compensation committeeinfectious diseases, and previously served on the boards of directors of The Bear Stearns Companies Inc., until its purchase by JP Morgan Chase & Co. in 2008, SPSS Inc. from 2007 until 2009, when the company was sold to IBM Corporation, and Gleacher & Company, a publicly held investment banking firm, from May 2010 to April 2013. Dr. Bienen also currently chairs the advisory board of Thuja Capital, an early-stage venture capital firm. Dr. Cautreels also currently serves as CEO of Cristal Therapeutics (Maastricht, The Vistria Group,Netherlands) and Chairman of MRM Health (Gent, Belgium). Dr. Cautreels has a private equity firm, and served on the Chicago Board of Education.
Dr. Bienen received his Bachelor's Degree with honors from Cornell University and both his Master's Degree and Ph.D., in chemistry from the University of Chicago.Antwerp, Belgium, and an Executive M.B.A. from Harvard Business School.
Our Board of Directors believes that Dr. Bienen is currently President ofCautreels’s experience holding senior leadership positions in the Poetry Foundation.
Our board of directors believes Dr. Bienen's perspectivepharmaceutical industry and extensive experiencehis specifically as a director ofprior CEO in the pharmaceutical industry, provide him with the qualifications and skills to serve as a public company and familiarity with public company governance, as well as his educational background,director, provide him with the qualifications and skills to serve as a director.
Jerome E. Groopman, M.D.Iain Dukes, D. Phil. Dr. GroopmanDukes has served as Executive Chairman since April 1, 2024. Dr. Dukes is a memberVenture Partner of our board of directorsOrbiMed, a global investment firm, since July 2013. Dr. Groopman has2016. He previously served as the DinaSenior Vice President and Raphael Recanati ProfessorHead of MedicineBusiness Development and Licensing for Merck Research Laboratories. Prior to joining Merck, Dr. Dukes was Vice President of External Research and Development at Harvard Medical School since January 1992.Amgen. He has also served as Attending Hematologist/OncologistPresident and Chief Executive Officer, as well as a member of the Board of Directors of Essentialis Therapeutics, a clinical stage biotechnology company focused on the development of breakthrough medicines for the treatment of rare metabolic diseases. Previously, Dr. Dukes was Vice President of Scientific and Technology Licensing at Beth Israel Deaconess Medical Center since July 1996.GlaxoSmithKline, and he held various positions at Glaxo Wellcome, including Head of Exploratory Development for Metabolic and Urogenital Diseases and Head of Ion Channel Drug Discovery Group. Dr. Groopman received an M.D. from
TableDukes is currently the chairman of Contents
Columbia University College of Physicians and Surgeons, and a B.A. in Political Philosophy from Columbia College.
Ourthe board of directors of Iovance Biotherapeutics, Inc. (Nasdaq: IOVA) and Executive Chairman of Angiex Inc. and also serves on the board of directors of Ikena Oncology (Nasdaq: IKNA), NeRRe Therapeutics, ENYO Therapeutics, Feldan Therapeutics and Rathlin Therapeutics. Dr. Dukes also co-founded and serves on the board of directors of Kartos Therapeutics, and co-founded Telios Pharma, where he serves as President. He holds an M.A. in Jurisprudence. and D.Phil. from the University of Oxford, an M.Sc. in Cardiovascular Studies from the University of Leeds, and a B.Sc. in Pharmacology from the University of Bath.
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Our Board of Directors believes that Dr. Groopman's perspective andDukes’ experience holding senior leadership positions in the healthcarepharmaceutical industry and his specific skills, developing, financing and managing organizations in the pharmaceutical industry, provide him with the qualifications and skills to serve as well as his educational background,a director, provide him with the qualifications and skills to serve as a director.
Michael B. Hoffman.Nikolay Savchuk, Ph.D. Mr. Hoffman Dr. Savchuck has served as Chairmandirector and COO since April 1, 2024. Dr. Savchuk is the co-founder and Managing Member at Torrey Pines Investment LLC, a life-science investment company, since 2002. Dr. Savchuk is also the Managing General Partner of Teal Ventures, LP, a venture capital firm focused on early-stage investing in health technology, since October 2018. Prior to joining life science investment and research in the United States, Dr. Savchuk held various business and research management positions in the IT industry with companies in Singapore and Russia. Dr. Savchuk is currently the executive chairman of the board of directors since 2006of Viriom Inc., a company dedicated to advancing a pipeline of effective and as a memberaffordable treatments for diseases of our boardglobal interest, and chairman of directors since December 2002. Since 2003, Mr. Hoffman has been a partner of Riverstone Holdings LLC, or Riverstone, where he is principally responsible for investments in power and renewable energy. Before joining Riverstone, Mr. Hoffman was senior managing director and head of the mergers and acquisitions advisory business of The Blackstone Group L.P., or Blackstone, where he also served on the firm's principal group investment committee as well as its executive committee. Prior to joining Blackstone, Mr. Hoffman was managing director and co-head of the mergers and acquisitions department at Smith Barney, Harris Upham & Co. Mr. Hoffman currently serves as a director of Pattern Energy, Inc., Talen Energy Corporation, and the general partner of Enviva Partners. Mr. Hoffman also serves on the board of directors of QR Pharma,ChemDiv Inc., a private specialty pharmaceutical company foundeddedicated to develop novel treatments for Alzheimer's Disease, Parkinson's diseasepartnering in discovery and other neurodegenerative disorders, Curative Biotherapeutics, Inc. and various private companies sponsored by Riverstone. His non-profit board affiliations include Rockefeller University. Mr. Hoffman receiveddevelopment of breakthrough therapies based on its unique chem-bio platforms. Dr. Savchuk obtained his Bachelor's and Master's Degrees from Northwestern UniversityM.S. degree in physics and his M.B.A.Ph.D. in applied mathematics from the Harvard Business School.Moscow Institute of Physics and Technology.
Our boardBoard of directorsDirectors believes Mr. Hoffman's perspectivethat Dr. Savchuk’s experience in biotech investments, drug development and experience as an investor, as well as his educational background,operations provide him with the qualifications and skills to serve as a director.
Ramesh Kumar,Trafford Clarke, Ph.D.Dr. Kumar is one of our co-founders, and is currently our President and Chief Executive Officer, a position he has held since 1998, as wellClarke was appointed to serve as a member of our Board of Directors in December 2022. Dr. Clarke held roles of increasing responsibility in drug development and management at Eli Lilly for 31 years from 1986 until May 2017. Most recently, he served as a Managing Director and UK Research and Development Site Head. While at Eli Lilly, he served as a board member for Eli Lilly and Company Ltd. UK and on the Innovation Board of directors. Prior to our founding,the Association of the British Pharmaceutical Industry. Dr. Kumar heldClarke has a Ph.D. in organic chemistry from Imperial College, London and a Bachelor of Science in organic chemistry from University of Liverpool.
Our Board of Directors believes that Dr. Clarke’s experience holding senior leadership positions in researchthe pharmaceutical industry and development or management at Princeton University, Bristol-Myers Squibb Company, or Bristol-Myers Squibb, DNX Corp. (later Nextran Corp., a subsidiary of Baxter International Inc.)his specific skills, developing and Kimeragen, Inc. (later ValiGen Inc.), a genomics company, where he was President ofmanaging organizations in the Genomics and Transgenics Division. Dr. Kumar received his Ph.D. in Molecular Biology from the University of Illinois, Chicago, and trained at the National Cancer Institute. Additionally, Dr. Kumar received his B.Sc. and M.Sc., both with honors, in Microbiology from Panjab University.
Our board of directors believes Dr. Kumar's perspective and experience as our co-founder, President and Chief Executive Officer, as well as his depth of operating and senior management experience in ourpharmaceutical industry, provide him with the qualifications and skills to serve as a director.
James J. Marino. Mr. Marino has served as a member of our board of directorsDirector since July 2015.2015 and served as Chairman of the Board of Directors since August 2020. Prior to July 2015, Mr. Marino was a Partner at the global law firm of Dechert LLP for 28 years, where he served as Managing Partner of the Princeton Office. Mr. Marino served as the outside counsel for Onconovathe Company from its inception through and including its initial public offering. On March 8, 2017, Mr. Marino was appointed to the boardBoard of directorsDirectors and as chairperson of the compensation committee of Celldex Therapeutics, Inc., a public company which is developing targeted therapeutics to address devastating diseases for which available treatments are inadequate. Previously, he served on the boardBoard of directorsDirectors of Pharmacopeia Drug Discovery, Inc. from 2000 to 2006 and2006. He has worked in advisory capacities and on the boards of multiple non-profit organizations, including Robert Wood Johnson University Hospital.organizations. He was a co-founder of BioNJ, a trade association of biotechnology companies based in New Jersey, and served as its counsel. He is currently serves on the Board of Trusteesa Life Trustee of Wake Forest University and Wake Forest University Baptist Medical Center.University. Mr. Marino received his B.A., J.D. and MBA from Rutgers University.
Our Board of Contents
Our board of directorsDirectors believes that Mr. Marino'sMarino’s perspective and prior experience advising Onconovathe Company and numerous other leading life science companies in connection with financings, acquisitions and strategic alliances, provide him with the qualifications and skills to serve as a director.
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Viren Mehta.M. Teresa Shoemaker. Dr. Mehta Ms. Shoemaker has served as a member of our boardBoard of directorsDirectors since February 2004. Dr. Mehta has been a managingApril 2020. Ms. Shoemaker served as the President and CEO of Medexus Pharmaceuticals, Inc. (“Medexus”) from October 2018 to May 2020. Prior to joining Medexus, she served as President and CEO and board member of Mehta Partners since 1997. Mehta Partners provides strategic advisory servicesMedac Pharma, Inc. from its inception in June 2012 until its acquisition by Medexus in October 2018. Ms. Shoemaker implemented Medac’s commercial strategy in support of a commercial product for the treatment of rheumatoid arthritis. Previously, Ms. Shoemaker served as Principal and Co-Founder of BioPharm Strategic Solutions from 2010 to the biotechnology2012. From October 2009 to July 2010, she served as Vice President of Sales at InterMune, Inc. From 2002 to 2008, Ms. Shoemaker served as National Sales Director and pharmaceutical companies worldwide. Prior to founding Mehta Partners, Dr. Mehta co-founded Mehta and Isaly in 1989, and prior to that was athen Sr. Director US Commercial Operations for Pharmion Corporation (“Pharmion”). In 2008, when Celgene Corporation acquired Pharmion, Ms. Shoemaker remained as Executive Director of Strategic Commercial Operations working as part of the strategic planningexecutive transition team until 2009. Ms. Shoemaker began her career at DuPont Pharmaceuticals, which was acquired by Bristol Myers Squibb in 2000, where she held a number of the International Division at Merck & Co. Dr. Mehta earnedsales and marketing leadership positions. Ms. Shoemaker holds B.S. degrees in Communication Science and Psychology from Missouri State University, and a Doctor of Pharmacy at theM.S. degree in Communication Science and Disorders from University of Southern California, and an M.B.A. from the Anderson SchoolCentral Missouri.
Our Board of Business at the University of California, Los Angeles. His non-profit board affiliations include Project Hope and the Venice Family Clinic.
Our board of directorsDirectors believes Dr. Mehta's perspective andthat Ms. Shoemaker’s experience holding senior leadership positions in the life sciences industry as a biopharma fund manager, fund consultant and a strategic advisor to senior managersher specific skills, developing and managing commercial organizations in the biopharmalife sciences industry, as well as his educational background, provide himher with the qualifications and skills to serve as a director.
Jack E. Premkumar Reddy, Ph.D.Stover. Dr. Reddy is one of our scientific founders and Mr. Stover has served as a member of our boardBoard of directorsDirectors since February 1999.May 2016. Since March 2010, Dr. Reddy2021, Mr. Stover has served as a Professor at Mount Sinai Schoolbeen Chief Executive Officer of Medicine, or Mount SinaiNorthView Acquisition Corp. From June 2022 until November 2022 when he resigned Mr. Stover was director and DirectorChairman of the Experimental Cancer Therapeutics Program at the Tisch Cancer Institute at Mount Sinai.Audit Committee of PharmaCyte Biotech, a Nasdaq company. From 1992 to February 2010, Dr. Reddy served as a Professor and Director of the Fels Institute for Cancer Research of Temple University. He was the founder and co-editor of the international journal of cancer research, Oncogene, published by Nature Publishing Group. Dr. Reddy received his B.Sc., M.Sc. and Ph.D. from Osmania University.
Our board of directors believes Dr. Reddy's perspective and experience as our co-founder, his educational background, as well as his experience in research and product development, provide him with the qualifications and skills to serve as a director.
Jack E. Stover. From May 2012 through May 2013, we engaged Mr. Stover, through JE Stover Consulting, LLC, to assist us in preparing for our initial public offering. Since December 2015 until June 2016, Mr. Stover has served as Interim President and CEO of Interpace Diagnostics Group, Inc., formerly known as "PDI, Inc.", (“Interpace”) and, hassince August 2005, served on their boardthe Board of directors since August 2005. HeDirectors of Interpace and was the chairchairman of PDI'sInterpace’s audit committee from August 2005 until December 2015. Mr. Stover has been Chief Executive Officera member of Zebecthe board of directors of Stero Therapeutics, LLC ("Zebec")Inc. since April 2014. Zebec is the successor to Quadrant Pharmaceuticals LLC, whichFebruary 2024. In June 2016 until December 2020, Mr. Stover co-founded and was President, CEO and Director of from September 2013.Interpace, which in 2019 changed its name to Interpace Biosciences, Inc. From June 2016 to December 2016, Mr. Stover was chairman of the audit committee and a member of the boardBoard of directorsDirectors of Viatar CTC Solutions, Inc. From 2009 to February 2012, Mr. Stover served as the executive chairman of Targeted Nano Therapeutics LLC, a privately held biotechnology company focused on targeted delivery of peptides and proteins. Mr. Stover was also chairman of the audit committee and a member of the board of directors of Arbios Systems Inc. from 2005 to 2008 and a member of the board of directors of Influmedix, Inc. from 2010 to 2011. From 2004 to 2008, he served as chief executive officer, presidentChief Executive Officer, President and directorDirector of Antares Pharma, Inc., a publicly held specialty pharmaceutical company then listed on the American Stock Exchange. PriorExchange and subsequently Nasdaq. In addition to that,other relevant experience, Mr. Stover was executive vice president and chief financial officer of Sicor, Inc., a publicly held company which manufactured and marketed injectable pharmaceutical products, and which was acquired by Teva Pharmaceutical Industries. Prior to that, Mr. Stover was executive vice president and director of a proprietary women's pharmaceutical company, Gynetics,Inc. ("Gynetics"), and before Gynetics, he was senior vice president and director of B. Braun Medical, Inc., a private global medical device and pharmaceutical company. For more than five years prior to that, Mr. Stover wasalso formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience industry division
in New Jersey. Mr. Stover received his B.A. in Accounting from Lehigh University and is a Certified Public Accountant.
Our boardBoard of directorsDirectors believes that Mr. Stover'sStover’s experience holding senior leadership positions in the life sciences industry, his specific experience and skills in the areas of general operations, and financial operations and administration, and his extensive experience in accounting and as an audit committee member and chair of various public companies in the life sciences industry, provide him with the qualifications and skills to serve as a director.
Executive Officers
The following table sets forth certain information regarding our executive officers who are not also directors.
| Name | ||||||
| Age | ||||||
|---|---|---|---|---|---|---|
| ||||||
| Steven M. Fruchtman, M.D. | 72 | President and Chief | ||||
| 55 | |||||
| Chief Financial Officer | |||||
| C. David Pauza, Ph.D. | 70 | Chief Scientific Officer, Virology | ||||
| Robert Redfield, M.D. | 72 | Chief Medical Officer | ||||
| Victor Moyo, M.D. | 56 | Chief Medical Officer, Oncology | ||||
Steven M. Fruchtman, M.D.Dr. Fruchtman haswas appointed President in June 2018 and continues to serve as President and Chief Scientific Officer, Oncology. He served as a member of our Board of Directors and as our Chief Executive Officer from January 2019 to April 2024. Dr. Fruchtman served as our Chief Medical Officer and Senior Vice President, Research and Development sincefrom January 2015.2015 to November 2018. Dr. Fruchtman is a board certified hematologist with extensive industry experience in clinical research for myelodysplastic syndromes, hematologic malignancies and solid tumors.
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From June 2014 to January 2015, Dr. Fruchtman was a hematology oncology drug development consultant. From September 2013 to June 2014, Dr. Fruchtman served as Chief Medical Officer at Syndax Pharmaceuticals, Inc., a biopharmaceutical company. From July 2011 to July 2013, Dr. Fruchtman was the Chief Medical Officer and Senior Vice President of Research and Regulatory Affairs at Spectrum Pharmaceuticals.Pharmaceuticals, a biopharmaceutical company (“Spectrum”). From February 2011 to June 2011, he was Vice President of Research at Spectrum Pharmaceuticals, Inc., a biopharmaceutical company.Spectrum. From February 2009 to January 2011, Dr. Fruchtman was Vice President, Clinical Research at Allos Therpeutics,Therapeutics, Inc., a biopharmaceutical company. Prior to this, Dr. Fruchtman held senior positions at Novartis and Ortho Biotech Products. Dr. Fruchtman was on the faculty of the Mount Sinai School of Medicine and was the Director of the Stem Cell Transplantation and Myeloproliferative Disorder Programs at Mount Sinai Hospital in New York City. Dr. Fruchtman received his medical degree from New York Medical College and his B.A. from Cornell University. He is currently a board member of the Bone Marrow & Cancer Foundation.
Mark P. GuerinGuerin. Mr. Guerin has served as our Chief Operating Officer and Chief Financial Officer since June 10, 2022. From September 1, 2016.2016 to June 10, 2022, he was our Chief Financial Officer. Previously, he served as Vice President—Financial Planning & Accounting, and Chief Accounting Officer since May 2014, and as Vice President—Financial Planning & Accounting from September 2013 to May 2014. He has also served as our principal financial officer since February 12, 2016. Between January 2012 and September 2013, Mr. Guerin was self-employed as a financial and accounting consultant. For more than six years, through December 2011, Mr. Guerin was employed by CardioKine, Inc. and served as Chief Financial Officer from mid-2009 through December 2011. Mr. Guerin received his B.A. in Accounting from DeSales University.
Manoj Maniar,C. David Pauza, Ph.D.Dr. ManiarPauza has served as the Chief Scientific Officer, Virology of the Company since April 1, 2024. From 2021 to 2024, Dr. Pauza served as Chief Science Officer of both Trawsfynydd Therapeutics, Inc. and Viriom, Inc., which held the rights to an influenza therapeutic drug, which was sublicensed to Trawsfynydd Therapeutics, Inc. Dr. Pauza previously served as Chief Science Officer of American Gene Technologies International, Inc. from 2016 to 2021, where he lead development of a cell and gene therapy for HIV disease and developed a robust intellectual property portfolio in cancer and infectious diseases. Before joining the biotechnology industry, Dr. Pauza had a 35 year career in academic research at the University of Maryland, Baltimore. Dr. Pauza obtained his B.A. from San Jose State University, his Ph.D. from University of California, Berkeley and his Post Doctorate from the Medical Research Counsel, United Kingdom.
Robert Redfield, M.D. Dr. Redfield has served as Acting Chief Medical Officer of the Company since April 1, 2024. From 2021 to 2023, Dr. Redfield served as Senior Public Health Advisor to Governor Hogan and the State of Maryland. Dr. Redfield previously served as Director of the Centers for Disease Control and Prevention from 2018 to 2021 and Senior Strategic Advisor at Pasaca Capital Inc. from 2021 to 2022. Currently, Dr. Redfield is the President and Chief Executive Officer or R3 Enterprises and Consulting, the Co-Founder and President of Prevention, Diagnosis, Treatment Inc. (PDTi) and a practicing physician with Greater Baltimore Medical Center (GBMC) Health Partners. Dr. Redfield is also a director and strategic advisor at Viriom, Inc.
Dr. Redfield has been a public health leader actively engaged in clinical research and clinical care of chronic human viral infections and infectious diseases, especially HIV, for more than 30 years. He served as the founding director of the Department of Retroviral Research within the U.S. Military’s HIV Research Program, and retired after 20 years of service in the U.S. Army Medical Corps. Following his military service, he co-founded the University of Maryland’s Institute of Human Virology and served as the Chief of Infectious Diseases and Vice Chair of Medicine at the University of Maryland School of Medicine. Dr. Redfield obtained his B.S. and M.D. from Georgetown University.
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Victor Moyo, M.D. Dr. Moyo has served as our SeniorChief Medical Officer, Oncology since April 12, 2024. Dr. Moyo joined the Company in June 2023 as Consulting Chief Medical Officer and transitioned to Chief Medical Officer in October 2023. Dr. Moyo is a highly experienced physician researcher and drug developer, with approximately 30 years of clinical research experience including 18 years in the pharmaceutical industry. He has held a variety of senior leadership positions with responsibility for a number of clinical development plans, IND filings, NDA filings, post-market development plans, notably including his work on Onivyde® for metastatic pancreatic cancer, epoetin alpha trial in myelodysplastic syndrome. He is also a named inventor on numerous granted patents and patent applications. Most recently Dr. Moyo has been serving as Chief Medical Officer (CMO) of OncoPep, Inc. and Executive Vice-President, CMO and Head of R&D at L.E.A.F. Pharmaceuticals. Prior to that, he held various leadership roles as a Vice President Product Development since August 2005. Prior to joining us,Clinical Investigations or Medical Director at Merrimack Pharmaceuticals and the Centocor Ortho Biotech Services, LLC division of Johnson & Johnson. Dr. Maniar was with SRI International, Inc., a nonprofit research institute, where he served as Senior Director, Formulations and Drug Delivery. Dr. Maniar receivedMoyo earned his B.S. in Pharmacy from Bombay College of Pharmacy and his Ph.D. in PharmaceuticsM.D. from the University of Connecticut.
TableZimbabwe. Following his move to the U.S., he went on to complete his internship and residency in Internal Medicine at the George Washington School of ContentsMedicine and Health Sciences and his fellowship in Hematology and Oncology at the Johns Hopkins University School of Medicine.
Corporate Governance
Board Composition and Independence
Our boardBoard of directorsDirectors currently consists of eightseven members. Our boardBoard of directorsDirectors has undertaken a review of the independence of our directors and has determined that all directors, except Ramesh Kumar, Ph.D.Werner Cautreels, Iain Dukes, and E. Premkumar Reddy, Ph.D.Nikolay Savchuk., are independent within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market listing rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Tenth Amended and Restated Certificate of Incorporation, as amended, provides that our boardBoard of directorsDirectors will consist of not less than three nor more than 11 directors, as such number of directors may from time to time be fixed by our boardBoard of directors.Directors. Each director shall be elected to the boardBoard of Directors to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified.
Board Leadership Structure and Role in Risk Oversight
Our boardBoard of directorsDirectors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the boardBoard of directors'Directors’ oversight responsibilities continue to grow. We believe that, at present, separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing our chairman to lead the boardBoard of directorsDirectors in its fundamental role of providing advice to, and independent oversight of, management. Our boardBoard of directorsDirectors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our boardBoard of directors.Directors.
While our bylaws do not require that our chairman and chief executive officer positions be separate, our boardBoard of directorsDirectors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including but not limited to risks relating to limited cash resources, need to raise additional funds, product candidate development, technological uncertainty, dependence on collaborative partners and other third parties, uncertainty regarding patents and proprietary rights, comprehensive government regulations, having no commercial manufacturing experience, marketing or sales capability or experience and dependence on key personnel. Management is responsible for the day-to-day management of risks we face, while our boardBoard of directors,Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our boardBoard of directorsDirectors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The boardBoard of directorsDirectors periodically consults with management regarding the Company'sCompany’s risks.
Our boardBoard of directorsDirectors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily through the audit committee of our boardBoard of directors,Directors, but the full boardBoard of directorsDirectors has retained responsibility for general oversight of risks.
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Board Committees
Our boardBoard of directorsDirectors has established three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The current members of our audit committee are Henry S. Bienen, Ph.D., James J. Marino, Viren MehtaTrafford Clarke and Jack E. Stover, with Jack E. Stover serving as chairperson. The current members of our compensation committee are Michael B. Hoffman,M. Teresa Shoemaker, James J. Marino and Jack E. Stover with Michael B. HoffmanM. Teresa Shoemaker serving as chairperson. The current members of our nominating and corporate governance committee
are Michael B. Hoffman, Viren MehtaJames J. Marino, M. Teresa Shoemaker and Jerome E. Groopman, M.D.,Trafford Clarke, with Viren MehtaJames J. Marino serving as chairperson.
Our boardBoard of directorsDirectors has determined that Henry S. Bienen, Ph.D., James J. Marino, Viren MehtaTrafford Clarke and Jack E. Stover meet the additional test for independence for audit committee members imposed by Securities and Exchange Commission ("SEC") regulations and Section 5605(c)(2)(A) of the NASDAQ Stock Market listing rules and that Michael B. Hoffman, Henry S. Bienen, Ph.D,M. Teresa Shoemaker, James J. Marino and Jack E. Stover meet the additional test for independence for compensation committee members imposed by Section 5605(d)(2)(A) of the NASDAQ Stock Market listing rules.
Audit Committee
The primary purpose of our audit committee is to assist the boardBoard of directorsDirectors in the oversight of the integrity of our accounting and financial reporting process, the audits of our consolidated financial statements, and our compliance with legal and regulatory requirements. Our audit committee met four times during fiscal 2017.year 2023. The functions of our audit committee include, among other things:
| · | hiring the independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and monitoring its independence and performance; |
| · | reviewing and approving the planned scope of the annual audit and the results of the annual audit; |
| · | pre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm; |
| · | reviewing the significant accounting and reporting principles to understand their impact on our consolidated financial statements; |
| · | reviewing our internal financial, operating and accounting controls with management, our independent registered public accounting firm and our internal audit provider; |
| · | reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements; |
| · | periodically reviewing and discussing with management the effectiveness and adequacy of our system of internal controls; |
| · | in consultation with management and the independent auditors, reviewing the integrity of our financial reporting process and adequacy of disclosure controls; |
| · | periodically reviewing potential conflicts of interest under and violations of our code of conduct and overseeing the administration of the Company’s code of conduct; |
| · | periodically reviewing financial and accounting personnel succession planning within the Company; |
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| · | reviewing on a quarterly basis any legal matters with the Company’s counsel that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies; |
| · | establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters; |
| · | reviewing and approving related-party transactions; |
| · | annually performing a self-assessment of the audit committee’s performance; and |
| · | reviewing and evaluating, at least annually, our audit committee’s charter. |
With respect to reviewing and approving related-party transactions, our audit committee reviews related-party transactions for potential conflicts of interests or other improprieties. Under SEC rules, as a smaller reporting company, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and board
Directors membership. Our audit committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to this committee or the full boardBoard of directorsDirectors any potential conflict of interest, or personal interest in a transaction that our boardBoard of Directors is considering. Our executive officers are required to disclose any related-party transaction to the audit committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself or herself from participation in any related deliberation or decision. Whenever possible, the transaction should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical.
The financial literacy requirements of the SEC require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, at least one member of our audit committee must qualify as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act, and have financial sophistication in accordance with the NASDAQ Stock Market listing rules. Our boardBoard of directorsDirectors has determined that Jack E. Stover qualifies as an audit committee financial expert.
Both our independent registered public accounting firm and management periodically will meet privately with our audit committee.
The boardBoard of directorsDirectors has adopted a charter for the audit committee, which is available in the corporate governance section of our website athttp://www.onconova.com.www.trawspharma.com.
Compensation Committee
The primary purpose of our compensation committee is to assist our boardBoard of directorsDirectors in exercising its responsibilities relating to compensation of our executive officers and employees and to administer our equity compensation and other benefit plans. In carrying out these responsibilities, this committee reviews all components of executive officer and employee compensation for consistency with its compensation philosophy, as in effect from time to time. Our compensation committee met fiveseven times during fiscal 2017.2023. The functions of our compensation committee include, among other things:
| · | designing and implementing competitive compensation, retention and severance policies to attract and retain key personnel; |
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| · | reviewing and formulating policy and determining the compensation of our Chief Executive Officer, our other executive officers and employees; |
| · | annually reviewing the compensation ranges and payout levels for employees below the executive officer level with the principal executive officer and any other officer or member of management, as appropriate; |
| · | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |
| · | reviewing and evaluating our compensation risk policies and procedures; |
| · | reviewing and discussing the “Compensation Discussion and Analysis” required to be included in the Company’s Annual Report on Form 10-K; |
| · | administering our equity incentive plans and granting equity awards to our employees, consultants and directors under these plans; |
| · | administering our performance bonus plans and granting bonus opportunities to our employees, consultants and non-employee directors under these plans; |
| · | if required from time to time, preparing the analysis or reports on executive officer compensation required to be included in our annual proxy statement; |
| · | engaging compensation consultants or other advisors it deems appropriate to assist with its duties and evaluating whether any consultants retained have any conflicts of interest; and |
| · | reviewing and evaluating, at least annually, our compensation committee’s charter. |
The Board of our Chief Executive Officer, our other executive officers and employees;
The board of directorsDirectors has adopted a charter for the compensation committee, which is available in the corporate governance section of our website athttp://www.onconova.com.www.trawspharma.com.
The compensation committee has utilized Radford ("Radford"), an Aon Hewitt company, as its executive compensation consultant. Radford reports directly to the compensation committee. The compensation committee may replace Radford or hire additional consultants at any time. Upon request by the compensation committee or its chair, a representative of Radford attends meetings of the compensation committee and is available to discuss compensation issues in between meetings.
In connection with its work for the compensation committee, Radford provided various executive compensation services to the compensation committee pursuant to a written consulting agreement. Generally, these services included advising the compensation committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to performance.
The compensation committee retains sole authority to hire any compensation consultant, approve such consultant'sconsultant’s compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. We assessed the independence of Radford pursuant to SEC rules and determined that no known conflict of interest existed that would prevent Radford from serving as an independent consultant to the compensation committee.
The compensation committee has reviewed our compensation policies and practices for all employees, including our named executive officers, as they relate to risk management practices and risk-taking incentives, and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on us.
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Nominating and Corporate Governance Committee
The primary purpose of our nominating and corporate governance committee is to assist our boardBoard of directorsDirectors in promoting the best interest of our company and our stockholders through the implementation of sound corporate governance principles and practices. Our nominating and corporate governance committee met one time during fiscal 2017.2023. The functions of our nominating and corporate governance committee include, among other things:
| · | identifying, reviewing and evaluating candidates to serve on our Board of Directors; |
| · | determining the minimum qualifications for service on our Board of Directors; |
| · | developing and recommending to our Board of Directors an annual self-evaluation process for our Board of Directors and overseeing the annual self-evaluation process; |
| · | developing and reviewing a management succession plan and related procedures for the Board of Directors; |
| · | developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our Board of Directors any changes to such principles; and |
| · | periodically reviewing and evaluating our nominating and corporate governance committee’s charter. |
The Board of directors;
The board of directorsDirectors has adopted a charter for the nominating and corporate governance committee, which is available in the corporate governance section of our website athttp://www.onconova.com.www.trawspharma.com.
Code of Conduct for Employees, Executive Officers and Directors
We have adopted a code of conduct applicable to all of our employees, executive officers and directors. The code of conduct is available in the corporate governance section of our website athttp://www.onconova.com.www.trawspharma.com.
The audit committee of our boardBoard of directorsDirectors is responsible for overseeing the code of conduct and must approve any waivers of the code of conduct for employees, executive officers or directors.
Meetings of the Board of Directors
The boardBoard of directorsDirectors held six meetings during fiscal 2017.2023. During fiscal 2017,2023, each director attended at least 75 percent of the aggregate of the total number of meetings of the boardBoard of directorsDirectors and the committees on which such director served.
Directors are encouraged, but not required, to attend the annual meeting of stockholders. All seven of our directors attended the 20172023 Annual Meeting of Stockholders.Stockholders.
Director Nomination Process
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members of our Board of Directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee and the boardBoard of directors.Directors.
In determining whether to recommend any particular candidate for inclusion in the boardBoard of director'sDirectors’ slate of recommended director nominees, our nominating and corporate governance committee considers the composition of the boardBoard of directorsDirectors with respect to depth of experience, balance of professional interests, required expertise and other factors. The nominating and corporate governance committee considers the value of diversity when recommending candidates. The committee views diversity broadly to include diversity of experience, skills and viewpoint. The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our boardBoard of directorsDirectors believe that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities.
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Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates. The nominating and corporate governance committee will evaluate stockholder-recommended candidates by following the same process and applying the same criteria as it follows for candidates submitted by others.
Stockholders may directly nominate a person for election to our boardBoard of directorsDirectors by complying with the procedures set forth in Section 2.2(A) of our bylaws, and with the rules and regulations of the SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate a candidate for service as a director, you must be a stockholder at the time you give the boardBoard of directorsDirectors notice of your nomination, and you must be entitled to vote for the election of directors at the meeting at which your nominee will be considered. In addition, the stockholder must have given timely notice in writing to our Secretary. To be timely, a stockholder'sstockholder’s notice must be delivered to the Secretary at our principal executive offices not later than the 90th day, nor earlier than the 120th day, prior to the first anniversary of the prior year'syear’s annual meeting of stockholders (provided, however, that in the event that the date of the annual meeting is more than 30 days before or 60 days after such anniversary date, notice by the stockholder must be delivered no earlier than the 120th day prior to the annual meeting and no later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made by us). Your notice must set forth (i) the name, age, business address and, if known, residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of stock of the Company directly or indirectly, owned beneficially or of record by the nominee, (iv) a description of all arrangements or understandings between you and the nominee and any other person or persons
(naming (naming such person or persons) pursuant to which the nomination is to be made by you, and (v) all other information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case, pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Nominations for director must be accompanied by the nominee'snominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
Stockholder Communications with the Board of Directors
You can contact our boardBoard of directorsDirectors to provide comments, to report concerns, or to ask a question, at the following address.
PresidentOnconova Therapeutics,
Chief Executive Officer
Traws Pharma, Inc.375 Pheasant Run
12 Penns Trail
Newtown, PA 18940
United States
You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.
Communications are distributed to our boardBoard of directors,Directors, or to any individual directors, as appropriate, depending on the facts and circumstances outlined in the communication.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our executive officers, directors and beneficial owners of more than ten percent of our common stock are required to file with the SEC reports of holdings of and transactions in our securities. Copies of such reports are required to be furnished to us. Based solely on a review of the copies of such reports furnished to us, or written representations that no other reports were required, we believe that all required reports were filed in fiscal 2017 in a timely manner.
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ITEM 11. EXECUTIVE COMPENSATION.
Overview of Executive Compensation
The compensation committee of our boardBoard of directorsDirectors is responsible for overseeing the compensation of all of our executive officers. In this capacity, our compensation committee annually reviews and approves the compensation of our chief executive officer and other executive officers, including such goals and objectives relevant to the executive officers'officers’ compensation that the committee, in its discretion, determines are appropriate, evaluates their performance in light of those goals and objectives, and sets their compensation based on this evaluation.
20172023 Summary Compensation Table
The following table sets forth information for the fiscal years ended December 31, 20172023 and 20162022 concerning compensation of our principal executive officer and the two most highly compensated executive officers during 2017.2023. We refer to these three executive officers as our "named executive officers."
| Stock | Option | All Other | ||||||||||||||||||||||||||
| Salary | Bonus | Awards | Awards | Compensation | Total | |||||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | |||||||||||||||||||||
| Steven M. Fruchtman, M.D. | 2023 | 660,288 | 232,502 | 50,613 | 131,662 | 26,339 | 1,101,404 | |||||||||||||||||||||
| President and Chief Executive Officer | 2022 | 630,000 | 251,769 | 116,407 | 302,516 | 26,090 | 1,326,782 | |||||||||||||||||||||
| Mark P. Guerin | 2023 | 500,120 | 143,853 | 18,980 | 50,247 | 32,318 | 745,518 | |||||||||||||||||||||
| Chief Operating Officer and Chief Financial Officer | 2022 | 452,000 | 144,383 | 59,619 | 155,813 | 32,884 | 844,699 | |||||||||||||||||||||
| Victor Moyo, M.D. | 2023 | 103,846 | 117,135 | 0 | 78,616 | 105,657 | 405,254 | |||||||||||||||||||||
| Chief Medical Officer | ||||||||||||||||||||||||||||
| (1) | Represents discretionary annual bonus amounts earned in the year reported herein. |
| (2) | The amounts shown for 2023 represent the aggregate grant date fair value related to the grant of restricted stock units (“RSUs”) to our named executive officers in fiscal 2023. The amounts shown for 2022 represent the aggregate grant date fair value related to the grant of performance stock units (“PSUs”) and RSUs to our named executive officers in fiscal 2022. Aggregate grant date fair value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of PSUs is presented in Note 10 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. See the “Outstanding Equity Awards at 2023 Fiscal Year-End” table below for additional details regarding the RSUs that were granted to our named executive officers in fiscal 2023. |
| (3) | The amounts shown for 2023 represent the aggregate grant date fair value related to the grant of non-qualified stock options to our named executive officers in fiscal 2023. The amounts shown for 2022 represent the aggregate grant date fair value related to the grant of stock appreciation rights and non-qualified stock options to our named executive officers in fiscal 2022. Aggregate grant date fair value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of stock appreciation rights and stock options is presented in Note 10 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. See the “Outstanding Equity Awards at 2023 Fiscal Year-End” table below for additional details regarding the non-qualified stock options that were granted to our named executive officers in fiscal 2023. |
| (4) | Includes amounts paid for insurance premiums on behalf of the named executive officer and matching funds paid pursuant to our 401(k) Plan. For Victor Moyo, also includes $103,950 of consulting payments prior to his employment. |
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Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ramesh Kumar, Ph.D. | 2017 | 538,150 | — | 81,890 | 23,581 | 643,621 | |||||||||||||
| President and Chief Executive Officer | 2016 | (4) | 413,172 | 254,028 | 177,729 | 19,707 | 864,636 | ||||||||||||
Steven M. Fruchtman, M.D. | 2017 | 436,154 | — | 49,105 | 19,315 | 504,574 | |||||||||||||
| Chief Medical Officer and Senior Vice President, Research and Development | 2016 | 421,784 | 142,800 | 119,283 | 7,179 | 691,046 | |||||||||||||
Manoj Maniar, Ph.D. | 2017 | 388,977 | — | 36,108 | 14,410 | 439,495 | |||||||||||||
| Senior Vice President, Product Development | 2016 | 371,453 | 126,186 | 89,703 | 11,930 | 599,272 | |||||||||||||
Upon completion of the financing in February 2018, we paid each of our named executive officers a portion of his bonus for services rendered in 2017. Each total bonus amount was approved by the board of directors. A portion of Dr. Kumar's bonus was paid in options to purchase common stock, with the remainder paid in cash. Dr. Fruchtman's and Dr. Maniar's bonuses were paid in cash.
Employment Agreements
We have entered into employment agreements with each of our named executive officers, and the compensation of our named executive officers is determined, in large part, by the terms of those employment agreements. Following are descriptions of the material terms of each named executive officer'sofficer’s employment agreement.
Ramesh Kumar, Ph.D.Steven M. Fruchtman, M.D.
We entered into an employment agreement with Dr. KumarFruchtman on July 1, 2015,June 19, 2018, which supersedes any prior employment agreements.was amended effective March 18, 2021 (the “Fruchtman Employment Agreement”). The employment agreementFruchtman Employment Agreement continues indefinitely, unless terminated in accordance with the terms of the agreement.
Table of Contentsset forth therein.
The employment agreement providedFruchtman Employment Agreement provides for an initial base salary of $543,375,$510,000, subject to adjustment upon annual review by our board of directors, andreview. Subject to the compensation committee’s sole discretion, Dr. Fruchtman is eligible for an annual bonus, of up to 55%50% of such base salary payable upon our achievement of revenue or profit objectives, specific business plan goals or other performance milestones mutually agreed to by Dr. Kumar(i.e., target bonus) and our board of directors, provided that Dr. Kumar remain employed by us throughoutan annual option grant, in each case, based on the performance year.of Dr. Fruchtman and the Company. The annual bonus may be paid in the form of cash, stock options, shares of Common Stock,our common stock, or a combination thereof, at our compensation committee's discretion. Dr. Kumar may also be entitled to additional compensation in recognition of extraordinary contributions, at the sole discretion of our compensation committee. On February 12, 2016, we entered into a letter agreement with Dr. Kumar pursuant to which Dr. Kumar agreed to a voluntary reduction in his base salary from $543,375 to $407,531, effective as of January 1, 2016. For purposes of severance and other benefits calculated based upon base salary, however, Dr. Kumar's base salary was deemed to remain at $543,375. On December 9, 2016, our board of directors approved the termination of the voluntary salary reduction effective January 1, 2017. Pursuant to this approval, on March 27, 2017, we entered into a letter agreement with Dr. Kumar under which the voluntary salary reduction was terminated effective January 1, 2017.
Dr. Kumar is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is entitled to vacation benefits. Pursuant to his employment agreement, Dr. Kumar is entitled to term life insurance coverage in a face amount that is not less than his base salary, a reasonable transportation allowance if we relocate our research facility more than 40 miles from its present location, and up to $10,000 annually for educational programs related to the performance of his duties. If Dr. Kumar dies during his employment, we will be entitled to a $1 million death benefit under a "key man" life insurance policy. Dr. Kumar's employment agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for a specified time thereafter.
If Dr. Kumar's employment is terminated due to his death, disability, by us for "cause" or by Dr. Kumar without "good reason" during the term of his employment agreement, we will pay to Dr. Kumar or his spouse or estate the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.
If Dr. Kumar's employment is terminated by us without "cause" or by Dr. Kumar for "good reason," other than during a change in control protection period, Dr. Kumar will be entitled to receive severance equal to his current base salary and target bonus for the fiscal year during which his employment ceases. If the termination is during a change in control protection period, Dr. Kumar will be entitled to receive severance equal to two times the sum of his current base salary and target bonus for the fiscal year during which his employment ceases, less any severance previously paid. A change in control protection period commences three months prior to and ends twelve months following a change in control. The Company will also reimburse Dr. Kumar for a portion of his medical insurance costs and all of Dr. Kumar's incentive stock options that are unvested as of the date of such termination would fully vest as of the date of termination.
Steven Fruchtman, M.D.
We entered into an employment agreement with Dr. Fruchtman on July 1, 2015, which supersedes any prior employment agreements. The employment agreement continues indefinitely, unless terminated in accordance with the terms of the agreement.
The employment agreement provides for an initial base salary of $420,000, subject to adjustment upon annual review, and subject to the compensation committee's sole discretion, an annual bonus, based on the performance of Dr. Fruchtman and the Company, of up to 40% of such base salary. The
bonus may be paid in the form of cash, stock options, shares of Common Stock, or a combination thereof, at our compensation committee'scommittee’s discretion.
Dr. Fruchtman is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is entitled to up to four weeks of vacation benefits. Dr. Fruchtman's employment agreementeach year. The Fruchtman Employment Agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for a specified time thereafter. The Company will reimburse Dr. Fruchtman for reasonable business expenses, including certain commuting costs to the Company's offices.travel and cell phone expenses.
If Dr. Fruchtman'sFruchtman’s employment is terminated due to his death, disability, by us for "cause" or by Dr. Fruchtman without "good reason" during the term of his employment agreement,any reason , we will pay to Dr. Fruchtman or his spouse or estate, as applicable, the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.
If Dr. Fruchtman'sFruchtman’s employment is terminated by us without "cause"“cause” or by Dr. Fruchtman for "good“good reason,"” other than during the 12-month period following a change in control protection period,of the Company, Dr. Fruchtman will be entitled to receive severance equal to the sum of (x) his current base salary and (ii) target bonus, for the fiscal year during which his employment ceases.payable in installments over 12 months. If the termination is during the 12-month period following a change in control protection period,of the Company, Dr. Fruchtman will be entitled to receive severance equal toone and one-half times the sum of (i) his current base salary and (ii) target bonus, for the fiscal year during which his employment ceases. A changepayable in control protection period is the twelve months following a change in control.lump sum. The Company will also reimburse Dr. Fruchtman for athe employer’s portion of his medical insurance costs andunder COBRA for 12 months if Dr. Fruchtman’s termination occurs other than during the 12-month period following a change in control of the Company or for 18 months if Dr. Fruchtman’s termination occurs during the 12 month-period following a change in control of the Company. In addition, all of Dr. Fruchtman's incentiveFruchtman’s stock options that are unvested as of the date of such termination wouldwill fully vest as of the date of termination.
Manoj Maniar, Ph.D.termination and any accrued, approved and unpaid annual bonus for the year prior to the termination date will be paid. As a condition to receive the forgoing severance benefits, Dr. Fruchtman must deliver to the Company an effective release and waiver of claims and continue to comply with the non-solicitation, non-competition, confidentiality and inventions assignment covenants set forth in the Fruchtman Employment Agreement.
Mark P. Guerin
We entered into an employment agreement with Dr. ManiarMr. Guerin on July 1, 2015, which supersedes any prior employment agreements.was amended on June 10, 2022 (the “Guerin Employment Agreement”). The employment agreementGuerin Employment Agreement continues indefinitely, unless terminated in accordance with the terms of the agreement.set forth therein.
The employment agreementGuerin Employment Agreement provides for an initial base salary of $371,135, subject to adjustment upon annual review by our board of directors, and subject$475,000. Subject to the compensation committee'scommittee’s sole discretion, Mr. Guerin is eligible for an annual bonus, of up to 25% of such base salary (i.e., target bonus), based on the performance of Dr. ManiarMr. Guerin and the Company, of up to 40% of such base salary.Company. The annual bonus may be paid in the form of cash, stock options, shares of Common Stock,our common stock, or a combination thereof, at our compensation committee'scommittee’s discretion.
| 12 |
Mr. Guerin is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is entitled to up to four weeks of vacation each year. The Guerin Employment Agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for a specified time thereafter. The Company will also reimburse Mr. Guerin for reasonable business expenses.
If Mr. Guerin’s employment is terminated for any reason, we will pay to Mr. Guerin or his spouse or estate, as applicable, the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.
If Mr. Guerin’s employment is terminated by us without “cause” or by Mr. Guerin for “good reason,” other than during the 12-month period following a change in control of the Company, Mr. Guerin will be entitled to receive nine-twelfths of the sum of (x) his current base salary and (y) target bonus, payable in installments over nine months. If the termination is during the 12-month period following a change in control of the Company, Mr. Guerin will be entitled to receive the sum of (i) his current base salary and (ii) target bonus, payable in a lump sum. The Company will also reimburse Mr. Guerin for the employer’s portion of his medical insurance costs under COBRA for nine months if Mr. Guerin’s termination occurs other than during the 12-month period following a change in control of the Company or for 12 months if Mr. Guerin’s termination occurs during the 12-month-period following a change in control of the Company. In addition, all of Mr. Guerin’s stock options that are unvested as of the date of such termination will fully vest as of the date of termination and any accrued, approved and unpaid annual bonus for the year prior to the termination date will be paid. As a condition to receive the forgoing severance benefits, Mr. Guerin must deliver to the Company an effective release and waiver of claims and continue to comply with the non-solicitation, non-competition, confidentiality and inventions assignment covenants set forth in the Guerin Employment Agreement.
Victor Moyo, M.D.
We entered into an employment agreement with Dr. ManiarMoyo on October 2, 2023 (the “Moyo Employment Agreement”). The Moyo Employment Agreement continues indefinitely, unless terminated in accordance with the terms of the Moyo Employment Agreement.
The Moyo Employment Agreement provides for an initial base salary of $450,000. Subject to the compensation committee’s sole discretion, Dr. Moyo is eligible for an annual bonus, of up to 40% of such base salary (i.e., target bonus). The annual bonus may be paid in the form of cash, stock options, shares of our common stock, or a combination thereof, at our compensation committee’s discretion. Additionally, Dr. Moyo received a sign-on bonus of $75,000 to be paid as a forgivable loan and treated as compensation on the date of payment. The sign-on bonus must be repaid if Dr. Moyo voluntarily resigns or is terminated for cause from his position as Chief Medical Officer before October 2, 2024. The Moyo Employment Agreement also provides for a nonqualified stock option to purchase 125,000 shares, which will vest over four years from the grant date.
Dr. Moyo is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is entitled to vacation benefits. Dr. Maniar'sMoyo’s employment agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things, preventprevented him from competing with us during the term of his employment and for a specified time thereafter.
If
| 13 |
The Moyo Employment Agreement provides that if Dr. Maniar'sMoyo’s employment is terminated due to his death, disability, by us for "cause" or by Dr. Maniar without "good reason" during the term of his employment agreement,any reason, we willshall pay to Dr. ManiarMoyo or his spouse or estate, as applicable, the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.
If, following October 2, 2024, Dr. Maniar'sMoyo’s employment is terminated by us without "cause"“cause” or by Dr. ManiarMoyo for "good“good reason,"” other than during the 12-month period following a change in control protection period,of the Company, Dr. ManiarMoyo will be entitled to receive severance equal to nine-twelfths of the sum of (x) his current base salary and (y) target bonus, for the fiscal year during which his employment ceases.payable in installments over nine months. If the termination is during the 12-month period following a change in control protection period,of the Company, Dr. ManiarMoyo will be entitled to receive severance equal to the sum of (i) his current base salary and (ii) target bonus, for the fiscal year during which his employment ceases. A changepayable in control protection
period is the twelve months following a change in control.lump sum. The Company will also reimburse Dr. ManiarMoyo for athe employer’s portion of his medical insurance costs andunder COBRA for nine months if Dr. Moyo’s termination occurs other than during the 12-month period following a change in control of the Company or for 12 months if Dr. Moyo’s termination occurs during the 12-month-period following a change in control of the Company. In addition, all of Dr. Maniar's incentiveMoyo’s stock options that are unvested as of the date of such termination wouldwill fully vest as of the date of termination.
Stock Optiontermination and Other Compensation Plans
We maintain our 2013 Equity Compensation Planany accrued, approved and unpaid annual bonus for the purposeyear prior to the termination date will be paid. As a condition to receive the forgoing severance benefits, Dr. Moyo must deliver to the Company an effective release and waiver of attracting key employees, directorsclaims and consultants, inducing themcontinue to remaincomply with usthe non-solicitation, non-competition, confidentiality and encouraging them to increase their efforts to make our business more successful. The plan provides for awards of stock options, stock appreciation rights, restricted stock, restricted stock Units, deferred shares and other equity-based awards.
Table of Contentsinventions assignment covenants set forth in the Moyo Employment Agreement.
On April 12, 2024, Dr. Moyo entered into a new employment agreement in connection with his new title of Chief Medical Officer- Oncology, which included substantially similar terms to the Moyo Employment Agreement, except that the Dr. Moyo is immediately eligible for the severance benefits specified under the Moyo Employment Agreement, regardless of when Dr. Moyo’s employment is terminated by us without “cause” or by Dr. Moyo for “good reason,” and he is not required to repay the sign-on bonus in the event of a termination of employment by the Company for “cause” or by Dr. Moyo without “good reason” prior to October 2, 2024.
| 14 |
The following table contains certain information regarding equity awards held by the named executive officers as of December 31, 2017:2023:
Outstanding Equity Awards at 20172023 Fiscal Year-End
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||
| Equity Incentive | Equity Incentive | ||||||||||||||||||||||||||||||
| Plan Awards: | Plan Awards: | ||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Market Value | Number of | Market or Payout | ||||||||||||||||||||||||||
| Securities | Securities | Shares or | of Shares or | Unearned | Value of | ||||||||||||||||||||||||||
| Underlying | Underlying | Units of | Units of | Shares, | Unearned Shares, | ||||||||||||||||||||||||||
| Unexercised | Unexercised | Option | Stock That | Stock That | Units or Other | Units or Other | |||||||||||||||||||||||||
| Options | Options | Exercise | Option | Have Not | Have Not | Rights That | Rights That Have | ||||||||||||||||||||||||
| Exercisable | Unexercisable | Price | Expiration | Vested | Vested | Have Not Vested | Not Vested | ||||||||||||||||||||||||
| Name | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||
| Fruchtman | 53 | — | 9,832.50 | 1/12/2025 | |||||||||||||||||||||||||||
| 15 | — | 5,580.00 | 4/20/2025 | ||||||||||||||||||||||||||||
| 17 | — | 3,330.00 | 9/25/2025 | ||||||||||||||||||||||||||||
| 13 | — | 1,462.50 | 1/26/2026 | ||||||||||||||||||||||||||||
| 41 | — | 1,462.50 | 1/26/2026 | ||||||||||||||||||||||||||||
| 111 | — | 729.00 | 9/1/2026 | ||||||||||||||||||||||||||||
| 33 | — | 596.25 | 12/15/2026 | ||||||||||||||||||||||||||||
| 117 | — | 607.50 | 1/17/2027 | ||||||||||||||||||||||||||||
| 193 | — | 337.50 | 1/3/2028 | ||||||||||||||||||||||||||||
| 1,777 | — | 103.50 | 7/26/2028 | ||||||||||||||||||||||||||||
| 13,333 | — | 4.65 | 12/20/2029 | ||||||||||||||||||||||||||||
| 84,920 | (2) | — | 7/9/2030 | ||||||||||||||||||||||||||||
| 44,242 | (2) | 2,824 | 2/17/2031 | ||||||||||||||||||||||||||||
| 87,888 | (1) | 25,112 | 5.19 | 8/2/2031 | |||||||||||||||||||||||||||
| 117,260 | (1) | 76,620 | 1.82 | 2/7/2032 | |||||||||||||||||||||||||||
| — | (1) | 207,000 | 0.73 | 3/13/2033 | 12,567 | (3) | 9,370 | ||||||||||||||||||||||||
| 42,640 | (3) | 31,792 | |||||||||||||||||||||||||||||
| 69,333 | (3) | 51,695 | 47,065 | (4 | ) | 35,299 | |||||||||||||||||||||||||
| Guerin | 5 | — | 14,750.00 | 3/31/2024 | |||||||||||||||||||||||||||
| 5 | — | 14,750.00 | 3/31/2024 | ||||||||||||||||||||||||||||
| 11 | — | 8,955.00 | 12/18/2024 | ||||||||||||||||||||||||||||
| 6 | — | 5,220.00 | 4/16/2025 | ||||||||||||||||||||||||||||
| 7 | — | 3,330.00 | 9/25/2025 | ||||||||||||||||||||||||||||
| 5 | — | 1,462.50 | 1/26/2026 | ||||||||||||||||||||||||||||
| 15 | — | 1,462.50 | 1/26/2026 | ||||||||||||||||||||||||||||
| 44 | — | 729.00 | 9/1/2026 | ||||||||||||||||||||||||||||
| 22 | — | 729.00 | 9/1/2026 | ||||||||||||||||||||||||||||
| 24 | — | 596.25 | 12/15/2026 | ||||||||||||||||||||||||||||
| 86 | — | 607.50 | 1/17/2027 | ||||||||||||||||||||||||||||
| 137 | — | 337.50 | 1/3/2028 | ||||||||||||||||||||||||||||
| 1,710 | — | 103.50 | 7/26/2028 | ||||||||||||||||||||||||||||
| 4,333 | — | 4.65 | 12/20/2029 | ||||||||||||||||||||||||||||
| 36,200 | (2) | — | 7/9/2030 | ||||||||||||||||||||||||||||
| 12,268 | (2) | 7,798 | 2/17/2031 | ||||||||||||||||||||||||||||
| 33,246 | (1) | 9,504 | 5.19 | 8/2/2031 | |||||||||||||||||||||||||||
| 37,950 | (1) | 24,150 | 1.82 | 2/7/2032 | |||||||||||||||||||||||||||
| 25,122 | (1) | 25, 128 | 1.33 | 6/10/2032 | |||||||||||||||||||||||||||
| — | (1) | 79,000 | 0.73 | 3/13/2033 | |||||||||||||||||||||||||||
| 4,750 | (3) | 3,542 | |||||||||||||||||||||||||||||
| 13,800 | (3) | 10,289 | |||||||||||||||||||||||||||||
| 11,000 | (3) | 8,201 | |||||||||||||||||||||||||||||
| 26,000 | (3) | 19,385 | |||||||||||||||||||||||||||||
| 20,065(4) | 15,049 | ||||||||||||||||||||||||||||||
| Moyo | — | 125,000 | 0.71 | 10/2/2033 | |||||||||||||||||||||||||||
| (1) | Shares vest over three years, one-third on the first anniversary of the date of grant and thereafter in 24 equal monthly installments over the following two years. |
| 15 |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ramesh Kumar | 9,376 | — | 57.60 | 3/16/2020 | |||||||||
| 5,251 | — | 61.30 | 12/9/2020 | ||||||||||
| 1,033 | — | 61.30 | 12/4/2021 | ||||||||||
| 18,754 | — | 132.80 | 12/18/2022 | ||||||||||
| 10,500 | — | 150.00 | 7/25/2023 | ||||||||||
| 13,500 | (1) | — | 134.80 | 12/20/2023 | |||||||||
| 13,125 | (1) | 4,375 | 39.80 | 12/17/2024 | |||||||||
| 5,833 | (1) | 2,917 | 23.20 | 4/15/2025 | |||||||||
| 4,921 | (1) | 3,829 | 14.80 | 9/24/2025 | |||||||||
| 14,644 | — | 6.50 | 1/25/2026 | ||||||||||
| 18,333 | (2) | 25,667 | 3.24 | 9/1/2026 | |||||||||
| 4,224 | (2) | 8,449 | 2.65 | 12/15/2026 | |||||||||
| 13,452 | (2) | 30,575 | 2.70 | 1/17/2027 | |||||||||
Steven Fruchtman | 8,750 | (1) | 3,250 | 43.70 | 1/11/2025 | ||||||||
| 2,333 | (1) | 1,167 | 24.80 | 4/19/2025 | |||||||||
| 2,250 | (1) | 1,750 | 14.80 | 9/24/2025 | |||||||||
| 12,410 | — | 6.50 | 1/25/2026 | ||||||||||
| 10,416 | (2) | 14,584 | 3.24 | 9/1/2026 | |||||||||
| 2,533 | (2) | 5,066 | 2.65 | 12/15/2026 | |||||||||
| 8,066 | (2) | 18,335 | 2.70 | 1/17/2027 | |||||||||
Manoj Maniar | 5,625 | — | 57.60 | 3/16/2020 | |||||||||
| 2,625 | — | 61.30 | 12/9/2020 | ||||||||||
| 378 | — | 61.30 | 12/4/2021 | ||||||||||
| 3,000 | — | 132.80 | 12/18/2022 | ||||||||||
| 500 | — | 150.00 | 7/25/2023 | ||||||||||
| 4,000 | (1) | — | 134.80 | 12/20/2023 | |||||||||
| 4,500 | (1) | 1,500 | 39.80 | 12/17/2024 | |||||||||
| 2,666 | (1) | 1,334 | 23.20 | 4/15/2025 | |||||||||
| 2,250 | (1) | 1,750 | 14.80 | 9/24/2025 | |||||||||
| 10,340 | — | 6.50 | 1/25/2026 | ||||||||||
| 7,083 | (2) | 9,917 | 3.24 | 9/1/2026 | |||||||||
| 1,862 | (2) | 3,725 | 2.65 | 12/15/2026 | |||||||||
| 5,931 | (2) | 13,482 | 2.70 | 1/17/2027 | |||||||||
| (2) | These are cash-settled stock appreciation rights that vest over three years, one-third on the first anniversary of the date of grant and thereafter in 24 equal monthly installments over the following two years. |
| (3) | These are RSUs that vest over three years from the date of grant: 33% on the first anniversary; 33% on the second anniversary; and 34% on the third anniversary. |
| (4) | These are PSUs that will be earned and vested upon the Company’s attainment of certain performance goals, subject to the executive’s continued employment with the Company through each vesting date, as follows: (i) 20% of PSUs will vest upon the attainment of a new clinical program for the Company for an in-licensed compound, (ii) 20% of PSUs will vest upon obtaining the recommended phase 2 dose for a Company compound, (iii) 20% of PSUs will vest upon the first patient being enrolled in the ON 123300 (narazaciclib) expansion cohort, (iv) 20% of PSUs will vest upon the first patient enrolled in a registrational study and (v) 20% of the PSUs will vest upon attainment of registrational study topline data. The (“Expiration Date”): for the goals under (i), (ii) and (iii), December 31, 2022, for the goal under (iv), December 31, 2025, and for the goal under (v), June 30, 2028. In the event a performance goal is achieved prior to February 17, 2022, the vesting date for the portion of the PSUs that will vest based on the achievement of the applicable performance goal would be February 17, 2022. The PSUs will be settled in cash and are in all cases subject to the terms and conditions of the Company form of Performance Stock Unit Award Agreement. Pursuant to the terms of the PSU awards, the maximum cash amount payable to each officer with respect to each vested PSU subject to the officer’s PSU award cannot exceed maximum price per share of $38.10, subject to adjustment in accordance with the terms of the Performance Stock Unit Award Agreement. If a performance goal is not achieved on or before its corresponding Expiration Date, then all of the PSUs subject to such performance goal will be automatically forfeited as of such date. None of the goals under (i), (ii) and (iii) were attained as of December 31, 2022. The goals under (iv) and (v) have not been attained as of December 31, 2023. |
| (5) | Shares vest over four years, 25% on the first anniversary of the date of grant and thereafter in 36 equal monthly installments over the following three years. |
Potential Payments Upon Termination of Employment or Change in Control
As discussed under the caption "—Employment Agreements" above, we have agreements with our named executive officers pursuant to which they will receive severance payments upon certain termination events. The information below describes certain compensation that would be available under our existing plans and arrangements if (i) the named executive officer was terminated as of December 31, 20172023 or (ii) if a Change in Control, as defined herein,in the applicable employment agreement or plan, occurred on December 31, 20172023 and the named executive officer'sofficer’s employment had been subsequently terminated on the same date.
Acceleration of Equity Awards in connection with a Change in Control
Pursuant to the terms of each named executive officer'sofficer’s option agreements reflecting options granted under the 2018 Omnibus Incentive Compensation Plan, as previously amended (the “2018 Plan”), applicable award agreements reflecting options and RSUs granted under the Onconova Therapeutics, Inc. 2021 Incentive Compensation Plan (the “Onconova 2021 Plan”) and the applicable award agreement reflecting cash-settled stock appreciation rights and cash-settled PSUs, in the event of a "Change in Control" that occurs during any time prior to suchin which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and the awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the named executive officer's Termination of Serviceofficer’s employment or service is terminated without "Cause" or the named executive officer terminates his employment for "Good Reason" (as such terms are defined in our 2013 Equity Compensation Plan)the applicable award agreement), all such awards shall fully vest and, if applicable, become exercisable, upon termination of employment or service. In the event that the surviving corporation (or a parent or subsidiary of the surviving corporation) does not assume or replace the awards with us,grants that have comparable terms, and named executive officer is employed by, or providing services to, the Company and its subsidiaries on the date of the Change in Control, all stock optionsawards granted pursuant to such option agreementaward agreements shall fully vest.vest and, if applicable, become exercisable.
| 16 |
Termination Other than for Cause, Death or Disability; Resignation for Good Reason
The paymentsoutstanding options, RSUs and benefits to which eachstock appreciation rights held by our named executive officer would be entitledofficers will vest and, if applicable, become exercisable in the event that the named executive officer'sofficer’s employment or service is terminated for any reason other than for cause, death,without "Cause" or disability, or if the named executive officer resignsterminates his employment for good reason, whether or not following a "change"Good Reason" (as such terms are defined in control" is described above.the applicable award agreement).
Director Compensation
The following table summarizes compensation paid to our non-employee directors in fiscal 2017.2023.
| Fees Earned or | Stock Option | All Other | ||||||||||||||
| Name | Paid in Cash ($) | Awards ($) (1) (2) | Compensation ($) | Total ($) | ||||||||||||
| Peter Atadja, Ph.D. (3) | 52,000 | 59,220 | — | 63,602 | ||||||||||||
| Trafford Clarke, Ph.D. | 45,000 | 59,220 | — | 63,310 | ||||||||||||
| Jerome E. Groopman, M.D. (3) | 44,000 | 59,220 | — | 116,009 | ||||||||||||
| James J. Marino | 82,500 | 59,220 | — | 154,509 | ||||||||||||
| Viren Mehta, Pharm.D. (3) | 51,500 | 59,220 | — | 131,176 | ||||||||||||
| M. Teresa Shoemaker | 59,000 | 59,220 | — | 131,009 | ||||||||||||
| Jack E. Stover | 67,500 | 59,220 | — | 139,509 | ||||||||||||
| (1) | The amounts shown represent the aggregate grant date fair value related to the grant of 66,468 non-qualified stock options to each of our non-employee directors as of August 10, 2023, calculated in accordance with FASB ASC Topic 718. These stock options vest on the first anniversary of the grant and expire ten years after the grant date and are subject to the director’s continued service. Additional information concerning our financial reporting of stock appreciation rights is presented in Note 10 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. |
| (2) | As of December 31, 2023, the aggregate number of outstanding stock option awards held by each non-employee director was: Dr Atadja —166,468; Dr. Clarke—166,468; Dr. Groopman—146,730; Mr. Marino—146,735; Dr. Mehta—146,730; Ms. Shoemaker—145,936; and Mr. Stover—146,730. As of December 31, 2023, the aggregate number of stock appreciation rights held by each non-employee director was: Dr. Groopman—8,333; Mr. Marino—8,333; Dr. Mehta—8,333; Ms. Shoemaker—8,333; and Mr. Stover—8,333. |
| (3) | Resigned on April 1, 2024 in connection with the acquisition of Trawsfynydd Therapeutics, Inc. (“Trawsfynydd”). |
| 17 |
Name | Fees Earned or Paid in Cash ($) | Stock Option Awards ($)(1)(3) | All Other Compensation ($) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Henry S. Bienen, Ph.D. | 41,000 | 1,912 | — | 42,912 | |||||||||
Jerome E. Groopman, M.D. | 33,000 | 1,912 | — | 34,912 | |||||||||
Michael B. Hoffman | 68,000 | 2,549 | — | 70,549 | |||||||||
James J. Marino | 41,000 | 1,912 | — | 42,912 | |||||||||
Viren Mehta | 45,000 | 1,912 | — | 46,912 | |||||||||
E. Premkumar Reddy, Ph.D. | 30,000 | 1,912 | 132,000 | (2) | 163,912 | ||||||||
Jack E. Stover | 56,000 | 1,912 | — | 57,912 | |||||||||
In June 2013, our boardBoard of directorsDirectors approved a non-employee director compensation policy, which became effective for all non-employee directors in July 2013. In December 2016,June 2018, the boardBoard of directorsDirectors revised the policy to change the retainer amounts and the number of options board members of our Board of Directors would receive.receive, based on a benchmarking study comparing our director compensation to a group of comparable peer companies. In accordance with this policy, each non-employee director receives an annual base retainer of $30,000.$40,000. In addition, our non-employee directors receive the following cash compensation for board services, as applicable:
| · | the chairman of our Board of Directors receives an additional annual retainer of $30,000; |
| · | each member of our audit, compensation and nominating and corporate governance committees receives an additional retainer of $7,500, $5,000 and $4,000, respectively; and |
| · | each chairperson of our audit, compensation and nominating and corporate governance committees receives an additional annual retainer of $15,000, $10,000 and $8,000, respectively, in addition to the retainer received for service as a member of such committee. |
All amounts are paid in quarterly installments.
In addition, newly appointed non-employee directors receive a one-time initial award of options to purchase 2,000 shares of our common stock, which vests annually over a three-year period subject to the director's continued service on the board of directors. Thereafter, each non-employee director receives an annual award of options to purchase 1,500 shares of our common stock, which vests monthly over a twelve-month period subject to the director's continued service on the board of directors. The chairman of our board of directors additionally receives an annual award of options to purchase 500 shares of our common stock, which vests monthly over a twelve-month period subject to the director's continued service on the board of directors.
All of our directors arewere eligible to receive additional discretionary awards under our 2013 Equity Compensationthe Onconova 2021 Plan, provided that non-employee directors may not receive incentive stock options.subject to the annual limit set forth in the Onconova 2021 Plan.
We reimburse each non-employee director for out-of-pocket expenses incurred in connection with attending our boardBoard of directorsDirectors and committee meetings. Compensation for our directors, including cash and equity compensation, is determined, and remains subject to adjustment, by our boardBoard of directors.Directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
The following table summarizes the total number of outstanding optionsawards and shares available for other future issuances of options under all of our equity compensation plans as of December 31, 2017.2023. All of the outstanding awards listed below were granted under our 2013 Equity Compensation Plan. See "Stock OptionPlan, 2018 Plan, the Onconova 2021 Plan and Other Compensation Plans—2013 Equity Compensation Plan" above for a summary of the 2013 Equity Compensation2021 Plan.
Plan Category | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Shares Remaining Available for Future Issuance Under the Equity Compensation Plan (Excluding Shares in First Column) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by stockholders | 894,996 | $ | 40.41 | 57,632 | ||||||
Equity compensation plans not approved by stockholders | — | — | — | |||||||
In accordance with the terms of the 2013 Equity Compensation Plan, on January 1, 2018, the maximum aggregate number of shares of Common Stock that may be issued under the plan was automatically increased by 200,000 shares, such that immediately after such increase the number of shares remaining available for future issuance under the plan was 257,632.
| Number of Shares | |||||||||
| Number of Shares to | Remaining Available | ||||||||
| be Issued Upon | Weighted-Average | for Future Issuance | |||||||
| Exercise of | Exercise Price of | Under the Equity | |||||||
| Outstanding | Outstanding | Compensation Plan | |||||||
| Options, | Options, | (Excluding Shares in | |||||||
| Plan Category | Warrants and Rights | Warrants and Rights | First Column) | ||||||
| Equity compensation plans approved by stockholders | 2,311,011 | $ | 3.04 | 942,848 | |||||
| Equity compensation plans not approved by stockholders | — | — | — | ||||||
The following table sets forth certain information regarding the beneficial ownership of Common Stockcommon stock as of March 31, 2018April 15, 2024 by (a) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock,our common stock, (b) each of our named executive officers identified under the heading, “2023 Summary Compensation Table”, (c) each of our directors, and (d) all of our executive officers and directors as a group.
The percentage of Common Stockcommon stock outstanding is based on 19,426,16325,301,009 shares of Common Stockcommon stock outstanding on March 31, 2018.April 15, 2024. For purposes of the table below, and in accordance with the rules of the SEC, we deem shares of Common Stockcommon stock subject to warrants and options that are currently exercisable or exercisable within sixty days of March 31, 2018April 15, 2024 to be outstanding and to be beneficially owned by the person holding the warrants and options for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The Series C Preferred Stock is non-voting and non-convertible until stockholder approval is obtained. Due to these conversion limitations on the Series C Preferred Stock, shares of underlying Common Stock have been excluded from beneficial ownership set forth below. Except as otherwise noted, each of the persons or entities in this table has sole voting and investing power with respect to all of the shares of Common Stockcommon stock beneficially owned by him, her or it, subject to community property laws, where applicable. Except as otherwise noted below, the street address of each beneficial owner is c/o Onconova Therapeutics,Traws Pharma, Inc., 375 Pheasant Run,12 Penns Trail, Newtown, PA 18940.
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| Number of Shares | Percentage of Shares | ||||
| Name and Address of Beneficial Owner | Beneficially Owned | Beneficially Owned | |||
| 5% or greater stockholders: | |||||
| Viriom, Inc. (1) | 1,645,100 | 6.5% | % | ||
| Directors, Director Nominees and Named Executive Officers: | % | ||||
| Werner Cautreels, Ph.D. (2) | 200,000 | * | |||
| Iain Dukes, D. Phil. (3) | 134,237 | * | |||
| Trafford Clarke, Ph.D. (4) | 33,333 | * | |||
| James J. Marino (5) | 111,601 | * | |||
| Nikolay Savchuk, Ph.D. (6) | 134,237 | * | |||
| Jack E. Stover (7) | 80,472 | * | |||
| M. Teresa Shoemaker (8) | 82,851 | * | |||
| Steven M. Fruchtman, M.D. (9) | 552,149 | 2.0 | |||
| Mark P. Guerin (10) | 243,290 | 1.0 | |||
| Victor Moyo, M.D. (11) | — | * | |||
| All current executive officers, directors and director nominees as a group (12 persons) | 1,737,170 | 6.5 | % |
| * | Represents a beneficial ownership of less than one percent of our outstanding common stock. |
| (1) | Based on our records and on a Schedule 13D filed by Viriom, Inc. (“Viriom”) on April 8, 2024 with the SEC. Represents shares of common stock also held by Nikolay Savchuk and Iain Dukes, which may be deemed to be indirectly beneficially owned by Viriom. Dr. Savchuk and Dr. Dukes have shared voting and dispositive power over 1,645,100 shares of common stock. Dr. Savchuk has investment control of and is a director of Viriom, and indirectly holds a majority of shares of its common stock through AAAn LLC, a limited liability company of which Dr. Savchuk is the managing member. Dr. Dukes is the Chief Executive Officer of Viriom. The address of Viriom is 12730 High Bluff Drive, Suite 100, San Diego, CA 92130. |
| (2) | Includes 200,000 RSUs. |
| (3) | Includes 67,550 RSUs Does not include 1,645,100 shares of common stock owned by Viriom. As explained above, also does not include 1,946,223 shares of common stock issuable upon conversion of Series C Preferred Stock and 48,011,114 shares of shares of common stock issuable to Viriom upon conversion of Series C Preferred Stock. |
| (4) | Includes 33,333 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of the record date. |
| (5) | Includes 90,267 shares of common stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of the record date. |
| (6) | Includes 67,550 RSUs. Does not include 885,532 shares of common stock owned by TPAV, LLC or 1,645,100 shares of common stock owned by Viriom. As explained above, also does not include 1,946,223 shares of common stock issuable upon conversion of Series C Preferred Stock, 25,843,663 shares of shares of common stock issuable to TPAV, LLC upon conversion of Series C Preferred Stock and 48,011,114 shares of shares of common stock issuable to Viriom upon conversion of Series C Preferred Stock. |
| (7) | Includes 80,262 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of the record date. |
| (8) | Includes 79,468 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of the record date. |
| (9) | Includes 80,109 RSUs and 367,248 shares of common stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of the record date. |
| (10) | Includes 39,984 RSUs and 167,330 shares of common stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of the record date. |
| (11) | Dr. Moyo’s employment as our Chief Medical Officer, Oncology commenced April 12, 2024. |
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
|---|---|---|---|---|---|---|---|
5% or greater stockholders: | |||||||
The Michael and Jane Hoffman 2013 | 1,377,306 | 7.3 | % | ||||
Descendants Trust(1) | |||||||
Michael B. Hoffman(2) | 1,407,252 | 7.4 | % | ||||
(Includes The Michael and Jane | |||||||
Tyndall Capital Partners, L.P.(3) | 1.387.646 | 12.4 | % | ||||
405 Park Avenue, Suite 1104 | |||||||
683 Capital Partners, LP, 683 Capital Management, LLC, | 2,664,934 | 14.4 | % | ||||
3 Columbus Circle, Suite 2205 | |||||||
Sabby Healthcare Master Fund, Ltd., | 561,163 | 5.21 | % | ||||
Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Hal Mintz(15) | |||||||
Sabby Healthcare Master Fund, Ltd. | |||||||
c/o Ogier Fiduciary Services (Cayman) Limited | |||||||
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Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
|---|---|---|---|---|---|---|---|
Sabby Volatility Warrant Master Fund, Ltd. | |||||||
c/o Ogier Fiduciary Services (Cayman) Limited | |||||||
Sabby Management, LLC | |||||||
10 Mountainview Road, Suite 205 | |||||||
Hal Mintz | |||||||
c/o Sabby Management, LLC | |||||||
Armistice Capital, LLC, Armistice Capital Master Fund Ltd., and | 1,607,500 | 9.0 | % | ||||
Armistice Capital, LLC | |||||||
Armistice Capital Master Fund Ltd. | |||||||
c/o dms Corporate Services Ltd. | |||||||
Steven Boyd | |||||||
c/o Armistice Capital, LLC | |||||||
Other Directors, Director Nominees and Named Executive Officers: | |||||||
Henry S. Bienen, Ph.D.(5) | 27,313 | * | |||||
Jerome E. Groopman, M.D.(6) | 10,860 | * | |||||
Ramesh Kumar, Ph.D.(7) | 292,209 | 1.6 | % | ||||
Manoj Maniar, Ph.D.(8) | 58,820 | * | |||||
James J. Marino(9) | 158,844 | * | |||||
Steven M. Fruchtman, M.D.(10) | 69,500 | * | |||||
Viren Mehta(11) | 19,752 | * | |||||
E. Premkumar Reddy, Ph.D.(4) | 492,707 | 2.6 | % | ||||
Jack E. Stover(12) | 3,060 | * | |||||
All current executive officers, directors and director nominees as a group (11 persons)(13) | 2,586,633 | 13.3 | % | ||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Review and Approval of Related Person Transactions
The audit committee of our boardBoard of directorsDirectors is charged with the responsibility of reviewing and approving all related person transactions (as defined in SEC regulations), and periodically reassessing any related person transaction that we enter to ensure continued appropriateness. This responsibility is set forth in our audit committee charter. A related party transaction will only be approved if the audit committee determines that the transaction is in the best interests of the Company. If a director is involved in the transaction, he or she will recuse himself or herself from all decisions regarding the transaction.
Table of ContentsThere were no related person transactions (as defined in SEC regulations) during 2023.
The
After our acquisition of Trawsfynydd on April 1, 2024, the Company has the following related party transactions all of which have been approved by the Board and the audit committee as deemed necessary:
Trawsfynydd entered into that certain Master Research and Development Agreement with Viriom, dated January 5, 2022, pursuant to which Viriom provides service related to the research and development in the area of virology. Trawsfynydd also entered into that certain License Agreement with Viriom, dated January 20, 2023, pursuant to which Trawsfynydd licensed certain intellectual property from Viriom. Dr. Dukes and Dr. Savchuk are stockholders of Viriom and members of its board of directors. Dr. Savchuk has investment control of Viriom and indirectly holds a majority of its shares of common stock through AAAn LLC, a limited liability company of which Dr. Savchuk is the managing member. Dr. Dukes is the Chief Executive Officer of Viriom. Additionally, Dr. Pauza is the Chief Science Officer of Viriom and Dr. Redfield is a descriptionstrategic advisor and member of transactions during fiscal 2017,its board of directors.
Trawsfynydd entered into that certain Master Research And Development Agreement with ChemDiv, Inc. (“ChemDiv”), dated September 23, 2022, pursuant to which we have beenChemDiv provides services related to preclinical drug discovery to Trawsfynydd. Dr. Savchuk is a party, in which the amount involved in the transaction exceeds the lesserstockholder of $120,000 or 1% of total assets,ChemDiv and in which any of our current directors, executive officers or to our knowledge, beneficial owners of more than 5% of our capital stock or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than the employment relationships with our executive officers and the related compensation solely resulting from those employment relationships.
On May 3, 2010, as subsequently amended, we entered into a research agreement with the Mount Sinai School of Medicine ("Mount Sinai"), with which E. Premkumar Reddy, Ph.D., a member of ourits board of directors and the beneficial owner of more than 5% of our capital stock, is associated. The research is undertaken by Mount Sinai on our behalf. Mount Sinai, in connection with us, will prepare applications for patents generated from the research. Results from all projects will belong exclusively to Mount Sinai, but we will have an exclusive option to license any inventions. The initial term of the research agreement was one year with options to extend by mutual agreement. The term of the agreement has been extended through July 4, 2018. Payments to Mount Sinai for the year ended December 31, 2017 were $351,000.directors.
We
Trawsfynydd also entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”) with OrbiMed Private Investments VIII, LP, of which Dr. Dukes is a consulting agreement with E. Premkumar Reddy, Ph.D., a memberVenture Partner and is an affiliate of our boardOrbiMed Advisors, and TPAV, LLC, which is managed by Dr. Savchuk and is an affiliate of directors and the beneficial owner of more than 5% of our capital stock, effective as of January 1, 2012 for consulting services rendered in addition to his membership on our board of directors. The consulting agreement provided for a term of one year, unless renewed by mutual agreement of the parties. The current term has been extended through December 31, 2018, unless sooner terminated in accordance with the terms of the agreement. The board member provides consulting servicesTorrey Pines. Pursuant to the Securities Purchase Agreement, the Company on the terms set forth in the agreement. Paymentsagreed to this board memberissue and sell an aggregate of (i) 496,935 shares of Common Stock and (ii) 1,578.2120 shares of Series C Preferred Stock for the year ended December 31, 2017 were $132,000.an aggregate purchase price of approximately $14 million.
See "Item“Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition"Composition” above for a discussion regarding the independence of the members of our boardBoard of directors.Directors.
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ITEM 14. Principal Accountant Fees and Services.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Fees of Independent Registered Public Accounting Firm
The following table summarizes the fees of Ernst & Young LLP (Philadelphia, PA, PCAOB ID: 42), our independent registered public accounting firm, billed to us for each of the last two fiscal years.
| Fee Category | Fiscal 2023 | Fiscal 2022 | ||||||
| Audit Fees(1) | $ | 326,000 | $ | 272,500 | ||||
| Audit-Related Fees(2) | — | — | ||||||
| Tax Fees(3) | — | — | ||||||
| Total Fees | $ | 326,000 | $ | 272,500 | ||||
Fee Category | Fiscal 20167 | Fiscal 2016 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 270,000 | $ | 277,000 | |||
Audit-Related Fees(2) | 213,000 | 148,000 | |||||
Tax Fees(3) | — | 42,000 | |||||
Total Fees | $ | 483,000 | $ | 467,000 | |||
| | | | | | | | |
| (1) | Audit fees consist of fees for the audits of fiscal 2023 and 2022 and quarterly reviews of our consolidated financial statements and other professional services provided in connection with statutory and regulatory filings or engagements. |
| (2) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our consolidated financial statements and which are not reported under "Audit Fees." |
| (3) | Tax fees for fiscal 2023 and fiscal 2022 include fees for tax advice, tax return preparation assistance and review. |
Pre-Approval Policies and Procedures
Our audit committee'scommittee’s policy is that all audit services and all non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by the audit committee. The audit committee'scommittee’s approval procedures include the review and approval of engagement letters from our independent registered public accounting firm that document the fees for all audit services and non-audit services, primarily tax advice and tax return preparation and review.
All audit services and all non-audit services in fiscal 20172023 were pre-approved by our audit committee. Our audit committee has determined that the provision of theErnst & Young LLP did not provide any non-audit services for which these fees were rendered is compatible with maintaining the independent auditor's independence.in fiscal 2023.
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ITEM 15. Exhibits and Financial Statement Schedules.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Financial Statements
Included in Part II, Item 8 of the Original Report.
Exhibits
See Exhibit Index.
Table of ContentsEXHIBITS INDEX
23 |
24 |
| 25 |
26 |
| Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of | |||
| 97# | Compensation Recoupment Policy of Onconova Therapeutics, Inc., dated as of December 1, 2023. | ||
| 101.INS | XBRL Instance – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.DEF | XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||
| + | Indicates management contract or compensatory plan. |
| * | Confidential treatment has been requested with respect to |
| ** | Portions of the exhibit have been omitted. |
| # | Previously filed. |
| ## | Previously furnished. |
| 27 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 29, 2024
| Traws Pharma, Inc. | |||||
| By: | /s/ WERNER CAUTREELS, PH.D. | ||||
Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature | ||||
|---|---|---|---|---|
| Title | Date | |||
| /s/ WERNER CAUTREELS, PH.D. | Director | April | ||
Werner Cautreels, Ph.D. | (Principal Executive Officer) | |||
| /s/ MARK P. GUERIN | Chief Financial Officer (Principal Financial | April | ||
/s/ | Chairman, Director | April | ||
Iain Dukes, D. Phil. | ||||
| /s/ TRAFFORD CLARKE, PH.D. | Director | April 29, 2024 | ||
| Trafford Clarke, Ph.D. | ||||
| /s/ JAMES J. MARINO | Director | April 29, 2024 | ||
| James J. Marino | ||||
/s/ | Director | April | ||
Nikolay Savchuk, Ph.D. | ||||
| /s/ MARY TERESA SHOEMAKER | Director | April 29, 2024 | ||
| Mary Teresa Shoemaker | ||||
| /s/ JACK E. STOVER | Director | April 29, 2024 | ||
| Jack E. Stover |