(1)
| Consists of (i) 10,280,947 shares of common stock held directly by OrbiMed Private Investments V, LP, (“OPI V”) and (ii) 666,667 shares of common stock issuable upon the exercise of warrants. OrbiMed Capital GP V LLC, or OrbiMed GP V LLC (“OrbiMed GP”), is the sole general partner of OPI V, and OrbiMed Advisors LLC, or OrbiMed Advisors LLC (“OrbiMed Advisors”), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Ph.D., Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI V. David P. Bonita, M.D., a member of OrbiMed Advisors, serves on our board of directors. Each of OrbiMed GP, OrbiMed Advisors, Dr. Gordon, Mr. Borho, Mr. Silverstein, and Dr. Bonita disclaims beneficial ownership of the shares held by OPI V, except to the extent of its or his proportionate pecuniary interest therein, if any. The address of OrbiMed Advisors is 601 Lexington Avenue, 54th floor, New York, New York 10022.(2)
| Consists of (a) 777,411 shares of common stock held by Sibling Capital Fund II-A L.P., or Sibling A, (b) 2,773,350 shares of common stock held by Sibling Capital Fund II-B L.P., or Sibling B, (c) 1,810,195 shares of common stock held by Sibling Capital Fund II-C L.P., or Sibling C, (d) 599,379 shares of common stock held by Sibling Capital Fund II-D L.P., or Sibling D, and (e) 463,158 shares of common stock held by Sibling Insiders Fund II L.P., or Sibling Insiders Fund, and together with Sibling A, Sibling B, Sibling C and Sibling D, the Sibling Funds. Sibling Capital Ventures LLC, or SCV, is the sole general partner of Sibling A. Sibling Capital Ventures II LLC, or SCV II, is the sole general partner of Sibling B. Sibling Capital Ventures III LLC, or SCV III, is the sole general partner of Sibling C. Sibling Capital Ventures IV LLC, or SCV IV, is the sole general partner of Sibling D. Sibling Insiders II LLC, or Sibling Insiders LLC, is the sole general partner of Sibling Insiders Fund. Each of Sandra I. Coufal, M.D. and Brian M. Isern, the brother of Dr. Coufal, is co-manager of SCV, SCV II, SCV III, SCV IV, and Sibling Insiders LLC and, as such, may be deemed to have voting and investment power with respect to the shares held by the Sibling Funds. EachOPI V noted above and as a result may be deemed to beneficially own such securities. OrbiMed Advisors exercises investment and voting power through a management committee comprised of SCV, SCV II, SCV III, SCV IV, Sibling Insiders LLC, Dr. CoufalCarl L. Gordon, Ph.D., Sven H. Borho and Mr. IsernW.Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI V. David P. Bonita, M.D., a member of OrbiMed Advisors, serves on our board of directors. Each of OrbiMed GP, OrbiMed Advisors, Dr. Gordon, Mr. Borho, Mr. Neild, and Dr. Bonita disclaims beneficial ownership of the Sibling Funds,shares held by OPI V, except to the extent of its her or his proportionate pecuniary interest therein, if any. The address of SCV, SCV II, SCV III, SCV IV, Sibling Insiders LLCOPI V, OrbiMed GP and Mr. IsernOrbiMed Advisors is 2033 6th Ave, Suite 330, Seattle, Washington 98121.601 Lexington Avenue, 54th Floor, New York, New York 10022. |
(2)
| Consists of (a) 2,652,693 shares of common stock which Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin reported shared voting power and shared dispositive power over, (b) 2,333,333 shares of common stock issuable upon exercise of pre-funded warrants that are eligible for conversion and (c) 4,666,666 shares of common stock issuable upon exercise of warrants. The business address of Deep Track Capital, LP and Deep Track Biotechnology Master Fund, Ltd. is 200 Greenwich Ave., 3rd Floor, Greenwich, CT 06830. |
(3)
| Based on a Schedule 13D/A filed by the below reporting persons on March 24, 2022 reporting ownership as of March 22, 2022. |
Sibling Capital Ventures LLC (“SCV”) | | | | | | 777,411 | Sibling Capital Ventures II LLC (“SCV II”) | | | | | | 2,773,350 | Sibling Capital Ventures III LLC (“SCV III”) | | | | | | 1,810,195 | Sibling Capital Ventures IV LLC (“SCV IV”) | | | | | | 599,379 | Sibling Capital Fund II-A L.P. (“Sibling A”) | | | 777,411 | | | | Sibling Capital Fund II-B L.P. (“Sibling B”) | | | 2,773,350 | | | | Sibling Capital Fund II-C L.P. (“Sibling C”) | | | 1,810,195 | | | | Sibling Capital Fund II-D L.P. (“Sibling D”) | | | 599,379 | | | | Sibling Insiders II LLC (“Sibling Insiders LLC”) | | | | | | 463,158 | Sibling Insiders Fund II L.P. (“Sibling Insiders Fund”) | | | 463,158 | | | | Brian M. Isern (“Mr. Isern”) | | | | | | 6,423,493 |
Prior to March 22, 2022, Mr. Isern and Dr. Coufal served as co-managers and voting members of the following entities: SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC (collectively, the “General Partners”). SCV currently serves as the sole general partner of Sibling A, SCV II currently serves as the sole general partner of Sibling B, SCV III currently serves as the sole general partner of Sibling C, SCV IV currently serves as the sole general partner of Sibling D and Sibling Insiders LLC currently serves as the sole general partner of Sibling Insiders Fund (Sibling A, Sibling B, Sibling C, Sibling D and Sibling Insiders Fund collectively, the “Funds”). On March 22, 2022, the governing documents of the General Partners were amended such that Dr. Coufal has been removed as a co-manager of the General Partners and her equity interests therein have been reclassified as non-voting interests and Mr. Isern was appointed as the sole manager of the General Partners and he holds all of the voting interests therein. As a result, Dr. Coufal no longer beneficially owns any shares directly held by the Funds or the shares deemed to be beneficially owned by the General Partners. The principal business address of each of SCV, SCV II, SCV III, SCV IV, Sibling A, Sibling B, Sibling C, Sibling D, Sibling Insiders LLC, Sibling Insiders Fund and Mr. Isern is 2033 6th Ave, Suite 330, Seattle, WA 98121. (4)
| Based on a Schedule 13G filed on February 12, 2021, for the year ended14, 2022, reporting ownership as of December 31, 2020,2021, by Morgan Stanleythe following reporting persons. |
Venrock Healthcare Capital Partners II, L.P. | | | 3,494,851 | VHCP Co-Investment Holdings II, LLC | | | 3,494,851 | Venrock Healthcare Capital Partners III, L.P. | | | 3,494,851 | VHCP Co-Investment Holdings III, LLC | | | 3,494,851 | Venrock Healthcare Capital Partners EG, L.P. | | | 3,494,851 | VHCP Management II, LLC | | | 3,494,851 | VHCP Management III, LLC | | | 3,494,851 | VHCP Management EG, LLC | | | 3,494,851 | Nimish Shah | | | 3,494,851 | Bong Koh | | | 3,494,851 |
VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC. The New York address of the reporting persons is 7 Bryant Park, 23rd Floor, New York, NY 10018. TABLE OF CONTENTS (5)
| Based on a Schedule 13G/A filed on February 14, 2022, reporting ownership as of December 31, 2021, by Point72 Asset Management, L.P. and affiliated entities, reportingentities. Point72 Asset Management, L.P and Point72 Capital Advisors, Inc. reported shared voting power and shared dispositive power over 4,535,1383,278,236 shares. Morgan Stanley & Co.Cubist Systematic Strategies, LLC reported shared voting power and shared dispositive power over 2,686,0636,667 shares. Morgan Stanley Capital Services LLCSteven A. Cohen reported shared voting power and shared dispositive power over 1,103,0733,284,903 shares. The addressEach reporting person directly owns no shares of Morgan Stanley, Morgan Stanley & Co. LLCcommon stock. Pursuant to an investment management agreement, Point72 Asset Management, L.P. maintains investment and Morgan Stanley Capital Services LLC is 1585 Broadway, New York, New York 10036.voting power with respect to the securities held by certain investment funds it manages. Each reporting person disclaims beneficial ownership of any of these securities. |
(4)(6)
| Consists of 3,019,734 shares of common stock all shares are held directly by Longitude Venture Partners II, L.P. (“LVPII”). Longitude Capital Partners II, LLC (“LCP II”) is the general partner of LVP II and may be deemed to have voting and investment power over the shares of the Company held by LVP II. Patrick G. Enright and Juliet Tammenoms Bakker are managing members of LCP II and may be deemed to share voting and investment power over the shares held by LVP II. David Hirsch, M.D., Ph.D. is a member of LCP II and may be deemed to share voting and investment power over the shares of the Company held by LVP II. EachLCP II and each of these individuals disclaimsdisclaim beneficial ownership of such shares except to the extent of his or hertheir respective pecuniary interest therein. The address of LCPII is 2740 Sand Hill Road, 2nd floor, Menlo Park, California 94025. |
(5)
| Based on a Schedule 13G filed on March 24, 2021, reporting ownership as of March 23, 2021, by Point72 Asset Management, L.P. and affiliated entities. Point72 Asset Management, L.P and Point72 Capital Advisors, Inc. reported shared voting power and shared dispositive power over 2,500,000 shares. Cubist Systematic Strategies, LLC reported shared voting power and shared dispositive power over 23,272 shares. Point72 Hong Kong Limited reported shared voting power and shared dispositive power over 2,266 shares. Steven A. Cohen reported shared voting power and shared dispositive power over 2,525,538 shares. Each reporting person directly owns no shares of common stock. Pursuant to an investment management agreement, Point72 Asset Management, L.P. maintains investment and voting power with respect to the securities held by certain investment funds it manages. Each reporting person disclaims beneficial ownership of any of the securities covered by the Schedule 13G. |
(6)(7)
| Consists of (a) 491,993367,390 shares of common stock held by Gerrit Klaerner, Ph.D., (b) 25,323 shares of common stock held by the spouse of Dr. Klaerner, and (c) 1,524,1071,620,351 shares of common stock issuable upon exercise of stock options held by Dr. Klaerner that are exercisable as of February 19, 2021April 18, 2022 or will become exercisable within 60 days of such date, 1,084,9841,408,226 of which have vested, or will vest, within 60 days of April 14, 2021,18, 2022, the remainder of which are eligible for early exercise as described in footnote (17)(18) below. Excludes shares held by members of Dr. Klaerner’s family who do not live in the same household as Dr. Klaerner. Dr. Klaerner disclaims beneficial ownership of shares held by members of Dr. Klaerner’s family who do not live in the same household as Dr. Klaerner. Excludes 8,000 shares of common stock issuable upon vesting and settlement of restricted stock units held by Dr. Klaerner that do not vest within 60 days of April 14, 2021. |
(7)(8)
| Consists of (a) 143,060159,463 shares of common stock held by Robert J. Alpern, M.D., including 5,67016,403 shares of common stock issuable upon vesting and settlement of restricted stock units that will vest within 60 days of April 14, 2021,18, 2022, and (b) 52,604109,839 shares of common stock issuable upon exercise of stock options held by Dr. Alpern that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 52,604 of which have vested, or will vest, within 60 days of April 14, 2021.date. |
(8)(9)
| Consists of (a) 11,18127,584 shares of common stock held by David P. Bonita, M.D., including 5,67016,403 shares of common stock issuable upon vesting and settlement of restricted stock units that will vest within 60 days of April 14, 2021,18, 2022, (b) 43,182100,417 shares of common stock issuable upon exercise of stock options held by Dr. Bonita that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date 43,182 of which have vested, or will vest, within 60 days of April 14, 2021 and (c) 9,614,28010,947,614 shares beneficially owned by OPI V as set forth in footnote (1). Dr. Bonita disclaims beneficial ownership of the shares listed in footnote (1), except to the extent of his proportionate pecuniary interest therein, if any. The business address for Dr. Bonita is c/o OrbiMed Advisors LLC, 601 Lexington Avenue, 54th floor,Floor, New York, New York 10022. |
(9)(10)
| Consists of (a) 162,36999,012 shares of common stock held by Sandra I. Coufal, M.D., including 5,67016,403 shares of common stock issuable upon vesting and settlement of restricted stock units that will vest within 60 days of April 14, 2021,18, 2022, (b) 4,860 shares held by the Coufal Irrevocable Trust, of which the spouse of Dr. Coufal is the sole trustee, and (c) 43,182100,417 shares of common stock issuable upon exercise of stock options held by Dr. Coufal that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 43,182 of which have vested, or will vest, within 60 days of April 14, 2021 and (d) 6,423,493 shares beneficially owned by entities affiliated with Sibling Capital, as set forth in footnote (2). Dr. Coufal disclaims beneficial ownership of the shares listed in footnote (2), except to the extent of her proportionate pecuniary interest therein, if any.date. Dr. Coufal disclaims beneficial ownership of the shares held by the Coufal Irrevocable Trust, as to which Dr. Coufal does not exercise voting or dispositive power. The business address for Dr. Coufal is 18313 Calle La Serra, Rancho Santa Fe, California 92091-0119. |
TABLE OF CONTENTS
(10)(11)
| Consists of (a) 42,76059,163 shares of common stock held by Kathryn Falberg, including 5,67016,403 shares of common stock issuable upon vesting and settlement of restricted stock units that will vest within 60 days of April 14, 2021,18, 2022, and (b) 95,945153,180 shares of common stock issuable upon exercise of stock options held by Ms. Falberg that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 95,945 of which have vested, or will vest, within 60 days of April 14, 2021.date. |
(11)(12)
| Consists of 3,147,735 shares of common stock, including (a) 11,181 shares of common stock held by David Hirsch, M.D., Ph.D., including 5,670 and 16,403 shares of common stock issuable upon vesting and settlement of restricted stock units held by David Hirsch, M.D., Ph.D. that will vest within 60 days of April 14, 2021,18, 2022, (b) 43,182100,417 shares of common stock issuable upon exercise of stock options held by David Hirsch, M.D., Ph.D. that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 43,182 of which have vested, or will vest, within 60 days of April 14, 2021 and (c) 3,019,734 shares of common stock beneficially owned by LVPLongitude Venture Partners II, L.P. (“LVPII”), as set forth in footnote (4)(6). Dr. Hirsch disclaims beneficial ownership of the shares listed in footnote (4)(6), except to the extent of his pecuniary interest therein, if any. The business address for Dr. Hirsch is 2740 Sand Hill Road, 2nd floor, Menlo Park, California 94025. |
(12)(13)
| Consists of (a) 10,9337,713 shares of common stock held by Robert McKague, (b) 10,000 shares of common stock held by the Robert McKague Living Trust dated July 31, 2019, of which Mr. McKague is the sole trustee, and (b) 210,000(c) 297,031 shares of common stock issuable upon exercise of stock options held by Mr. McKague that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 65,625205,156 of which have vested, or will vest, within 60 days of April 14, 2021,18, 2022, the remainder of which are eligible for early exercise as described in footnote (17)(18) below. Excludes 4,000 shares of common stock issuable upon vesting and settlement of restricted stock units held by Mr. McKague that do not vest within 60 days of April 14, 2021. |
(13)(14)
| Consists of (a) 246,83763,617 shares of common stock held by Geoffrey M. Parker, (b) 40,000 shares of common stock held by Equity Trust Company, Trustee of the Geoffrey M. Parker Roth IRA, (c) 55,000 shares of common stock held by Equity Trust Company, Trustee of the Geoffrey M. Parker Rollover IRA, (d) 261,667 shares of common stock held by the Geoffrey M. Parker and (b) 522,234Jill Gofen Parker Rev. Trust dated 1/27/00, (e) 166,667 shares of common stock issuable upon exercise of warrants and (f) 598,734 shares of common stock issuable upon exercise of stock options held by Mr. Parker that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 379,892523,109 of which have vested, or will vest, within 60 days of April 14, 2021,18, 2022, the remainder of which are eligible for early exercise as described in footnote (17)(18) below. Excludes 4,000 shares of common stock issuable upon vesting and settlement of restricted stock units held by Mr. Parker that do not vest within 60 days of April 14, 2021. |
(14)(15)
| Consists of (a) 1,0393,465 shares of common stock held by Dawn Parsell, Ph.D. and (b) 438,029535,154 shares of common stock issuable upon exercise of stock options held by Dr. Parsell that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 261,633454,320 of which have vested, or will vest, within 60 days of April 14, 2021,18, 2022, the remainder of which are eligible for early exercise as described in footnote (17)(18) below. Excludes 4,000 shares of common stock issuable upon vesting and settlement of restricted stock units held by Dr. Parsell that do not vest within 60 days of April 14, 2021. |
(15)(16)
| Consists of (a) 15,47821,682 shares of common stock held by Wilhelm Stahl, Ph.D. and (b) 387,730415,355 shares of common stock issuable upon exercise of stock options held by Dr. Stahl that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 326,333386,605 of which have vested, or will vest, within 60 days of February 19, 2021,April 18, 2022, the remainder of which are eligible for early exercise as described in footnote (17)(18) below. Excludes 4,000 shares of common stock issuable upon vesting and settlement of restricted stock units held by Dr. Stahl that do not vest within 60 days of April 14, 2021. |
(16)(17)
| Consists of (a) 11,18127,584 shares of common stock held by Klaus Veitinger, M.D., Ph.D., M.B.A., including 5,67016,403 shares of common stock issuable upon vesting and settlement of restricted stock units that will vest within 60 days of April 14, 2021,18, 2022, (b) 141,170198,405 shares of common stock issuable upon exercise of stock options held by Dr. Veitinger that are exercisable as of April 14, 2021 or will become exercisable within 60 days of such date, 135,300 of which have vested, or will vest, within 60 days of April 14, 2021, the remainder of which are eligible for early exercise as described in footnote (17) below, (c) 51,444 shares of common stock held by the Sigrun R. Veitinger 2016 Irrevocable Trust, or the SRV Trust, for which a third-party serves as trustee, and (d) 51,444 shares of common stock held by Klaus R. Veitinger 2016 Children’s Trust, or the KRV Children’s Trust, for which a third-party serves as trustee. Dr. Veitinger disclaims beneficial ownership of the shares held by the SRV Trust and the KRV Children’s Trust, except to the extent of his proportionate pecuniary interest therein, if any. |
TABLE OF CONTENTS of common stock issuable upon exercise of stock options held by Dr. Veitinger that are exercisable as of April 18, 2022 or will become exercisable within 60 days of such date, the remainder of which are eligible for early exercise as described in footnote (18) below, (c) 51,444 shares of common stock held by the Sigrun R. Veitinger 2016 Irrevocable Trust, or the SRV Trust, for which a third-party serves as trustee, and (d) 51,444 shares of common stock held by Klaus R. Veitinger 2016 Children’s Trust, or the KRV Children’s Trust, for which a third-party serves as trustee. Dr. Veitinger disclaims beneficial ownership of the shares held by the SRV Trust and the KRV Children’s Trust, except to the extent of his proportionate pecuniary interest therein, if any. (17)(18)
| Consists of (a) all shares of common stock held by our directors and executive officers and (b) all shares of common stock issuable upon exercise of stock options held by our directors and five current executive officers that are exercisable as of April 14, 202118, 2022 or will become exercisable within 60 days of such date, 2,531,8623,740,091 of which have vested, or will vest, within 60 days of April 14, 2021,18, 2022, the remainder of which are unvested but may be exercised prior to vesting subject to a repurchase arrangement with us, as described further below. Twenty five percent (25%) of the shares issuable upon exercise of options granted to our executive officers vest on the first anniversary of the applicable vesting commencement date and in subsequent 1/48th increments each subsequent month thereafter, subject to continuous service as of each vesting date. One hundred percent (100%) of the shares issuable upon exercise of options and RSUs granted to our non-employee directors vest on earlier of the (i) one year anniversary of the grant date or (ii) the Company’s next regularly scheduled annual meeting of stockholders that occurs following the grant date, with the exception of certain awards previously granted to Dr. Veitinger that vest in accordance with the vesting schedule noted above for executive officers. Our directors and executive officers may elect to early exercise certain options at any time prior to vesting, provided that the shares issued upon exercise of the unvested options will be shares of restricted stock subject to our right to repurchase the shares, should the applicable director or executive officer cease to serve as a director or employee of us prior to the full vesting of such shares of restricted stock. In addition, vesting of an executive officer’s then outstanding and unvested option will accelerate upon termination of service in connection with a change in control, as provided in our executive severance benefit plan. |
TABLE OF CONTENTS
Equity Compensation Plan InformationThe following table summarizes the number of outstanding options and restricted stock units granted to our employees, consultants, and directors, as well as the number of shares of common stock remaining available for future issuance, under our equity compensation plans as of December 31, 2020.
Equity compensation plans approved by security holders | | | 8,120,435(1) | | | $19.25(2) | | | 4,053,582(3) | Equity compensation plans not approved by security holders | | | — | | | — | | | 5,000,000(4) | Total | | | 8,120,435 | | | $19.25 | | | 9,053,582 |
(1)
| Includes 90,020 restricted stock units that were outstanding on December 31, 2020 under the Company’s 2018 Equity Incentive Plan. Restricted stock unit awards may be settled only for shares of common stock on a one-for-one basis. |
(2)
| Only option awards were used in computing the weighted-average exercise price. |
(3)
| This amount represents shares of common stock available for issuance under the Company’s 2018 Equity Incentive Plan. Awards available for grant under the Company’s 2018 Equity Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, performance awards, and any combination of the foregoing awards. This number also includes 1,605,123 shares available under our Employee Stock Purchase Plan (“ESPP”). The ESPP provides the opportunity for eligible coworkers to acquire shares of our common stock at a discount. The number of shares of our common stock reserved for issuance under our 2018 Equity Incentive Plan will automatically increase on the first day of each fiscal year by the lesser of 4% of the number of shares of common stock outstanding on the first day of such fiscal year, 3,200,000 shares of our common stock or such lesser amount as is determined by our board of directors. The number of shares of our common stock reserved for issuance under our ESPP will automatically increase on the first day of each fiscal year by the lesser of 1% of the number of shares of common stock outstanding on the first day of such fiscal year, 800,000 shares of our common stock or such lesser amount as is determined by our board of directors. |
(4)
| Represents shares of stock authorized for future issuance under the 2020 Inducement Plan. |
TABLE OF CONTENTS Stockholder Proposals and Nominations Pursuant to Rule 14a-8 under the Exchange Act, in order to be included in our proxy statement and form of proxy for the 20222023 annual meeting of stockholders, stockholder proposals must be received at our principal executive offices, c/o Corporate Secretary, Tricida, Inc., 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080, no later than December 28, 2021,27, 2022, and must comply with additional requirements established by the SEC. Pursuant to our amended and restated bylaws, a stockholder proposal of business submitted outside of the process established in Rule 14a-8 and nominations of directors must be received no earlier than February 10, 202215, 2023 and not later than March 12, 202217, 2023 and must otherwise comply with the requirements set forth in our amended and restated bylaws. In addition to satisfying the requirements of our amended and restated bylaws, to comply with the universal proxy rules once effective, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 16, 2023. We know of no other matters that will be presented for consideration at the annual meeting. If any other matters properly come before the annual meeting upon which a vote properly may be taken, shares represented by all proxies received by us on the proxy card will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders. | | | BY ORDER OF THE BOARD OF DIRECTORS | | | | | | | | | | | | | | | | Klaus Veitinger, M.D., Ph.D., M.B.A. | | | | Chairman of the Board | Date: April 25, 2022 | | | |
Date: April 23, 2021
|