| Time and Date | | | December 4, 2023 at 9:00 a.m. Eastern Time | |
| Place | | | The special meeting of stockholders (the “Special Meeting”) of Axcella Health Inc. (“Axcella,” the “Company,” “we,” “us” and “our”) will be held in a virtual format only at www.virtualshareholdermeeting.com/AXLA2023SM. | |
| Items of Business | | | • To consider and vote upon a proposal to approve the resolutions attached hereto as Exhibit A, approving and authorizing the board of directors’ (the “Board”) determination to effect the transfer of all or substantially all of Axcella’s assets through an assignment for the benefit of creditors (the “Assignment,” and such proposal, the “Assignment Proposal”). • The approval of the liquidation and dissolution of the Company (the “Dissolution”) and the Plan of Liquidation and Dissolution (the “Plan of Dissolution”), attached hereto as Exhibit B, which, if approved, will authorize the Board to liquidate and dissolve the Company in accordance with the Plan of Dissolution (the “Dissolution Proposal”). • To grant discretionary authority to the Board to adjourn the Special Meeting, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the Assignment Proposal or the Dissolution Proposal (the “Adjournment Proposal”). • To transact such other business as may properly come before the Special Meeting or any adjournments, postponements or continuations thereof. | |
| Board Recommendations | | | After careful consideration of a number of factors, as described in the attached proxy statement, the Board has unanimously determined that the Assignment Proposal, Dissolution Proposal, and Adjournment Proposal are advisable and in the best interests of Axcella and its stockholders. The Board unanimously recommends that you vote “FOR” each of the Assignment Proposal, Dissolution Proposal and the Adjournment Proposal. | |
| Record Date | | | The close of business on November 13, 2023 (the “Record Date”). Only stockholders on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. | |
| Proxy Voting | | | IMPORTANT | |
| | | | Please vote your shares at your earliest convenience. Promptly voting your shares via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card will save the expenses and extra work of additional solicitation. If you wish to vote by mail, an addressed envelope is enclosed, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting, as your proxy is revocable at your option. | |
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Name | | | Positions and Offices Held with Axcella | | | Director Since | | | Age | |
Torben Straight Nissen, Ph.D. | | | Director | | | 2022 | | | 52 | |
Michael Rosenblatt, M.D. | | | Director | | | 2022 | | | 75 | |
William D. “Chip” Baird | | | Director | | | 2018 | | | 51 | |
Name | | | Position and Offices Held with Axcella | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age | |
Gary P. Pisano, Ph.D. | | | Director | | | 2011 | | | Class II – 2024 | | | 61 | |
Cristina M. Rondinone, Ph.D. | | | Director | | | 2018 | | | Class II – 2024 | | | 63 | |
Paul J. Sekhri | | | Director | | | 2020 | | | Class II – 2024 | | | 65 | |
William R. Hinshaw, Jr. | | | President, Chief Executive Officer and Director | | | 2018 | | | Class III – 2025 | | | 54 | |
Martin Hendrix | | | Director | | | 2022 | | | Class III – 2025 | | | 55 | |
Robert Rosiello | | | Director, Chairman | | | 2022 | | | Class III – 2025 | | | 65 | |
Catherine Angell Sohn, Pharm. D. | | | Director | | | 2019 | | | Class III – 2025 | | | 70 | |
Name | | | Position Held with Axcella | | | Officer Since | | | Age | |
Paul Fehlner, J.D., Ph.D. | | | Senior Vice President, Chief Legal Officer and Corporate Secretary | | | 2018 | | | 60 | |
Fee Category | | | Fiscal Year 2022 ($) | | | Fiscal Year 2021 ($) | | ||||||
Audit and audit-related fees(1) | | | | $ | 628,893 | | | | | $ | 588,307 | | |
Tax fees | | | | | — | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 628,893 | | | | | $ | 588,307 | | |
| | | Pre-Reverse Split | | | 1-for-2 | | | 1-for-5 | | | 1-for-10 | | | 1-for-20 | | | 1-for-25 | | ||||||||||||||||||
Authorized | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | |
Issued | | | | | 74,102,008 | | | | | | 37,051,004 | | | | | | 14,820,401 | | | | | | 7,410,200 | | | | | | 3,705,100 | | | | | | 2,964,080 | | |
Outstanding | | | | | 73,683,027 | | | | | | 36,841,513 | | | | | | 14,736,605 | | | | | | 7,368,302 | | | | | | 3,684,151 | | | | | | 2,947,321 | | |
Reserved for future issuance pursuant to equity incentive and employee benefit plans | | | | | 5,700,933 | | | | | | 2,850,466 | | | | | | 1,140,186 | | | | | | 570,093 | | | | | | 285,046 | | | | | | 228,037 | | |
Number of shares issuable upon exercise of outstanding options | | | | | 6,099,724 | | | | | | 3,049,862 | | | | | | 1,219,944 | | | | | | 609,972 | | | | | | 304,986 | | | | | | 243,988 | | |
Number of shares issuable upon release of outstanding restricted stock units | | | | | 47,426 | | | | | | 23,713 | | | | | | 9,485 | | | | | | 4,742 | | | | | | 2,371 | | | | | | 1,897 | | |
Authorized but unissued and unreserved | | | | | 64,468,890 | | | | | | 107,234,445 | | | | | | 132,893,780 | | | | | | 141,446,890 | | | | | | 145,723,446 | | | | | | 146,578,757 | | |
Board Diversity Matrix (As of August 1, 2023) | | ||||||||||||
Total Number of Directors | | | 10 | | |||||||||
| | | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | | | | | |
Directors | | | 2 | | | 7 | | | | | | 1 | |
Part II: Demographic Background | | | | | | | | | | | | | |
African American or Black | | | | | | | | | | | | | |
Alaskan Native or Native American | | | | | | | | | | | | | |
Asian | | | | | | | | | | | | | |
Hispanic or Latinx | | | 1 | | | | | | | | | | |
Native Hawaiian or Pacific Islander | | | | | | | | | | | | | |
White | | | 1 | | | 6 | | | | | | | |
Two or More Races or Ethnicities | | | | | | 1 | | | | | | | |
LGBTQ+ | | | | | | 1 | | | | | | | |
Did Not Disclose Demographic Background | | | | | | | | | | | | 1 | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Martin Hendrix, Ph.D | | | | | 41,236 | | | | | | | | | 52,628 | | | | | | | | | | | | | | | | | | 93,864 | | |
Catherine Angell Sohn, Pharm.D. | | | | | 57,165 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 83,117 | | |
William D. “Chip” Baird | | | | | 67,500 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 93,452 | | |
Gary P. Pisano, Ph.D. | | | | | 47,500 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 73,452 | | |
Cristina M. Rondinone, Ph.D. | | | | | 44,000 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 69,952 | | |
Paul Sekhri | | | | | 33,832 | | | | | | | | | 52,628 | | | | | | | | | | | | | | | | | | 86,460 | | |
Michael Rosenblatt | | | | | 34,725 | | | | | | | | | 52,628 | | | | | | | | | | | | 10,000(2) | | | | | | 97,353 | | |
Robert Rosiello | | | | | 15,750(4) | | | | | | | | | 29,680 | | | | | | | | | | | | | | | | | | 45,430 | | |
Torben Straight Nissen | | | | | 9,000(4) | | | | | | | | | 29,680 | | | | | | | | | | | | | | | | | | 38,680 | | |
| | | Option Awards(1) | | |||||||||
Name | | | Exercisable (#) | | | Unexercisable (#) | | ||||||
Martin Hendrix, Ph.D | | | | | 6,667 | | | | | | 33,333 | | |
Catherine Angell Sohn, Pharm.D. | | | | | 53,000 | | | | | | 20,000 | | |
William D. “Chip” Baird | | | | | 93,031 | | | | | | 20,000 | | |
Gary P. Pisano, Ph.D. | | | | | 42,000 | | | | | | 20,000 | | |
Cristina M. Rondinone, Ph.D. | | | | | 88,144 | | | | | | 20,000 | | |
Paul Sekhri | | | | | 6,667 | | | | | | 33,333 | | |
Michael Rosenblatt | | | | | 19,898 | | | | | | 33,333 | | |
Robert Rosiello | | | | | — | | | | | | 40,000 | | |
Torben Straight Nissen | | | | | — | | | | | | 40,000 | | |
| | | Annual Retainer | | |||
Board of Directors: | | | | | | | |
All non-employee members, except chairman | | | | $ | 40,000 | | |
Audit Committee: | | | | | | | |
Members | | | | $ | 7,500 | | |
Chairman | | | | $ | 15,000 | | |
Compensation Committee: | | | | | | | |
Members | | | | $ | 5,000 | | |
Chairman | | | | $ | 10,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Members | | | | $ | 4,000 | | |
Chairman | | | | $ | 8,000 | | |
| | Equity Compensation Plan Information | | | Equity Compensation Plan Information | | ||||||||||||||||||||||||||||||||
Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plan (excluding securities in first column) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plan (excluding securities in first column) | | ||||||||||||||||||||||||
Equity compensation plans approved by security holders (1) | | | | 6,612,210(2) | | | | $ | 5.05 | | | | | 3,015,476(3)(4) | | | | | | 205,694(2) | | | | $ | 119.55 | | | | | 305,222(3)(4) | | | ||||||
Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Total | | | | 6,612,210 | | | | $ | 5.05 | | | | | 3,015,476 | | | | | | 205,694 | | | | $ | 119.55 | | | | | 305,222 | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
William R. Hinshaw, Jr. President and CEO | | | | | 2022 | | | | | | 571,875 | | | | | | | | | 435,679 | | | | | | 291,741 | | | | | | 8,061(4) | | | | | | 1,307,356 | | |
| | | 2021 | | | | | | 546,250 | | | | | | | | | 1,913,241(3) | | | | | | 275,275 | | | | | | 8,700(4) | | | | | | 2,743,466 | | | ||
Paul Fehlner, J.D., Ph.D Chief Legal Officer | | | | | 2022 | | | | | | 398,491 | | | | | | | | | 86,215 | | | | | | 150,769 | | | | | | 8,700(4) | | | | | | 644,175 | | |
Margaret James Koziel, M.D.(5) Former Senior Vice President and Chief Medical Officer | | | | | 2022 | | | | | | 415,000 | | | | | | | | | 41,133 | | | | | | 157,389 | | | | | | 7,380(4) | | | | | | 620,902 | | |
Robert Crane(6) Former Senior Vice President and Chief Financial Officer | | | | | 2022 | | | | | | 214,103 | | | | | | | | | 401,801 | | | | | | 121,812 | | | | | | 8,202(4) | | | | | | 745,918 | | |
Name of Beneficial Owner | | | Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% or Greater Stockholders: | | | | | | | | | | | | | |
Flagship Pioneering(1) | | | | | 29,251,545 | | | | | | 39.7% | | |
FMR LLC(2) | | | | | 11,033,193 | | | | | | 15.0% | | |
Nestlé S.A.(3) | | | | | 11,105,438 | | | | | | 15.1% | | |
HarbourVest Partners, LLC(4) | | | | | 6,207,929 | | | | | | 8.4% | | |
Directors, Named Executive Officers and Other Executive Officers | | | | | | | | | | | | | |
William R. Hinshaw, Jr.(5) | | | | | 1,595,869 | | | | | | 2.2% | | |
Paul Fehlner, J.D., Ph.D.(6) | | | | | 273,534 | | | | | | * | | |
Margaret James Koziel, M.D.(7) | | | | | 24,283 | | | | | | * | | |
Robert Crane(8) | | | | | 45,364 | | | | | | * | | |
Martin Hendrix, Ph.D.(9) | | | | | 16,667 | | | | | | * | | |
Catherine Angell Sohn, Pharm.D.(10) | | | | | 80,097 | | | | | | * | | |
William D. “Chip” Baird(11) | | | | | 113,031 | | | | | | * | | |
Gary P. Pisano, Ph.D.(12) | | | | | 153,798 | | | | | | * | | |
Cristina M. Rondinone, Ph.D.(13) | | | | | 108,144 | | | | | | * | | |
Paul Sekhri(14) | | | | | 16,667 | | | | | | * | | |
Michael Rosenblatt(15) | | | | | 29,898 | | | | | | * | | |
Robert Rosiello(16) | | | | | 10,000 | | | | | | * | | |
Torben Straight Nissen(17) | | | | | 10,000 | | | | | | * | | |
All executive officers and directors as a group (13 persons) | | | | | 2,477,352 | | | | | | 3.4% | | |
Name of Beneficial Owner | | | Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% or Greater Stockholders: | | | | | | | | | | | | | |
Flagship Pioneering(1) | | | | | 1,170,061 | | | | | | 39.7% | | |
Nestlé S.A.(2) | | | | | 444,217 | | | | | | 15.1% | | |
HarbourVest Partners, LLC(3) | | | | | 248,317 | | | | | | 8.4% | | |
Directors, Named Executive Officers and Other Executive Officers | | | | | | | | | | | | | |
William R. Hinshaw, Jr.(4) | | | | | 66,099 | | | | | | 2.2% | | |
Paul Fehlner, J.D., Ph.D.(5) | | | | | 11,492 | | | | | | * | | |
Martin Hendrix, Ph.D.(6) | | | | | 802 | | | | | | * | | |
Catherine Angell Sohn, Pharm.D.(7) | | | | | 3,203 | | | | | | * | | |
William D. “Chip” Baird(8) | | | | | 4,521 | | | | | | * | | |
Gary P. Pisano, Ph.D.(9) | | | | | 6,151 | | | | | | * | | |
Cristina M. Rondinone, Ph.D.(10) | | | | | 4,325 | | | | | | * | | |
Paul Sekhri(11) | | | | | 802 | | | | | | * | | |
Michael Rosenblatt(12) | | | | | 1,332 | | | | | | * | | |
Robert Rosiello(13) | | | | | 536 | | | | | | * | | |
Torben Straight Nissen(14) | | | | | 536 | | | | | | * | | |
Craig Jalbert | | | | | — | | | | | | * | | |
All executive officers and directors as a group (12 persons) | | | | | 99,799 | | | | | | 2.2% | | |