UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
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 No. 001-33498
BIONOVO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5526892 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5858 Horton Street, Suite 400 Emeryville, California 94608 | (510) 601-2000 | |
(Address of principal executive offices, including zip code) | (Telephone Number) | |
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
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 ¨ No x
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. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). Yes ¨ No ¨
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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the Registrant based upon the last trade price of the common stock reported on The NASDAQ Capital Market on June 30, 2009 was approximately $32.7 million.
As of March 11, 2010, 107,518,690 shares of the registrant’s common stock, par value $0.0001, were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 as filed on March 16, 2010 (the “Original Filing”), is filed in response to comments set forth in a letter dated August 5, 2010 received by the Company from the United States Securities and Exchange Commission (the “SEC”) and a related letter from the SEC dated September 2, 2010, received by the Company. In response to such comments, we have included additional disclosure under Part III, Item 11. Executive Compensation, which disclosure is intended to clarify and supplement the disclosure previously set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2010 (the “2010 Proxy Statement”).
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment amends the Original Filing and contains new certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other amendments have been made to the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained therein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.
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| PART III | ||||
| Item 11. Executive Compensation | 1 | |||
| PART IV | ||||
| Item 15. Exhibits and Financial Statement Schedules | 7 | |||
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PART III
| ITEM 11. | EXECUTIVE COMPENSATION |
Information with respect to executive compensation included in the 2010 Proxy Statement and incorporated by reference into the Original Filing is hereby superseded and replaced by the below information. This information should be read in conjunction with the Original Filing and the 2010 Proxy Statement.
COMPENSATION DISCUSSION AND ANALYSIS
The policies of the Compensation Committee, or the Committee, with respect to the compensation of executive officers, including the Chief Executive Officer, or CEO, are designed to provide compensation sufficient to attract, motivate and retain executives of outstanding ability and potential and to establish an appropriate relationship between executive compensation and the creation of stockholder value. To meet these goals, the Committee recommends executive compensation packages to our Board of Directors that are based on a mix of salary, bonus and equity awards.
Our Compensation Committee operates pursuant to a charter that further outlines the specific authority, duties and responsibilities of our Compensation Committee. The charter is periodically reviewed and revised by our Compensation Committee and our Board of Directors and is available on our website at: http://www.bionovo.com under the heading “Investors – Corporate Governance”; however, information found on our website is not incorporated by reference into this proxy statement.
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
The Compensation Committee’s goals with respect to executive officers are to provide compensation sufficient to attract, motivate and retain executives of outstanding ability, performance and potential, and to establish and maintain an appropriate relationship between executive compensation and the creation of stockholder value. The Compensation Committee believes that the most effective compensation program is one that provides competitive base pay, rewards the achievement of established annual and long-term goals and objectives, and provides an incentive for retention.
Overall, we seek to provide total compensation packages that are competitive in terms of total potential value to our executives, and that are tailored to the unique characteristics of our company in order to create an executive compensation program that will adequately reward our executives for their roles in creating value for our stockholders. We intend to be competitive with other similarly situated companies in our industry.
BENCHMARKING OF CASH AND EQUITY COMPENSATION
The Committee believes it is important when making its compensation-related decisions to be informed as to current practices of similarly situated publicly held companies in the life sciences industry. Although the Committee has not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, our executives’ compensation packages have more recently reflected an increased focus on performance and equity-based compensation, as we believe it is important to maintain a strong link between executive incentives and the creation of stockholder value. We believe that performance and equity-based compensation are the most important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives.
The Committee has also historically taken into account input from other sources, including input from other independent members of the Board of Directors and publicly available data relating to the compensation practices and policies of other companies within and outside of our industry. While benchmarking may not always be appropriate as a stand-alone tool for setting compensation due to the aspects of our business and objectives that may be unique to us, we generally believe that gathering this information is an important part of our compensation-related decision-making process.
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In 2009, the Committee considered the BioWorld 2008 Executive Compensation Report, which provides compensation information for 203 biotechnology companies, in its assessment of comparative market data for executive compensation. The Committee focused its assessment on companies having similar market capitalization to the Company. The Committee considers the base salaries, annual incentive bonuses, equity awards and total compensation awarded to the executives of the group of companies in relation to the Company’s executive compensation. However, the Committee does not base its decisions on targeting compensation levels to specific benchmarks against any group. Instead, the Committee refers to the comparative data as background information regarding competitive pay levels and also considers other factors, such as background, education, and experience as well as Company performance, etc., in making its decisions.
The Committee intends to retain the services of third-party executive compensation specialists from time to time, as the Committee sees fit, in connection with the establishment of cash and equity compensation and related policies.
EXECUTIVE COMPENSATION COMPONENTS
Base Salary. Base salary is the primary fixed compensation element in the executive pay program. Our Compensation Committee believes that increases to base salary should reflect the job responsibilities, the individual’s performance for the preceding year and his or her pay level relative to similar positions at companies in our peer group as well as internal equity with respect to the rest of the executive team. We believe that maintaining base salary amounts at or near the industry median minimizes competitive disadvantage while avoiding paying amounts in excess of what we believe to be necessary to motivate executives to meet corporate goals. Base salaries are generally reviewed annually, and the Committee and Board will seek to adjust base salary amounts to realign such salaries with median market levels after taking into account individual responsibilities, performance and experience. These guidelines are used throughout our company for employees at all grade levels. Executive officer base salary increases are effective on January 1 of each year, which is the same effective date for the rest of our employees.
For 2009 and for 2010, the Compensation Committee has recommended no increase in base salary.
Annual Incentive Bonus Program. In addition to base salaries, we believe that performance-based cash bonuses play an important role in providing incentives to our executives to achieve defined annual corporate goals. Our annual incentive bonus program is an “at-risk” compensation arrangement designed to reward our executive officers (as well as all our employees) for the achievement of key financial and operational objectives that we believe will provide the foundation for creating longer-term stockholder value. Bonus awards are subject to the achievement of the corporate objectives established by the Board of Directors each year.
At the end of each year, the Board, upon the recommendation of the Committee, determines the bonuses awarded under the program based on the achievement of our corporate objectives for the year, the overall performance of the executive officers as a group, the overall success of our company and the development of our business, and the broad discretion of the Committee and the Board. Actual bonuses, which are expressed as a percentage of base salary, are paid to the executives at the end of each fiscal year, and can range from 0% to 40%. There are no target bonus levels established under the program. Bonus payments under our annual incentive bonus program are contingent on continued employment with the company at the end of the year.
Our corporate goals for 2009 included conducting clinical trials, finalizing regulatory submissions, developing potential new collaboration agreements, progressing with research and preclinical development and securing necessary capital through financings. At the end of the year, the Committee evaluated the performance of the company and of the executive officers in achieving these corporate objectives. In this regard the Committee determined that the corporate objectives were all partially achieved. In making this determination, the Committee considered the progress with respect to clinical trials as evidenced by papers submitted and experiments completed, the level of preparation attained with respect to the regulatory submission process, the state of negotiations with third parties regarding potential new collaboration agreements, and the securing of necessary capital through a financing conducted in 2009. Although the Committee determined that the executive officers had made strides towards achieving our corporate objectives, the Committee recommended a significantly reduced annual incentive bonus payment, due to Company performance and market conditions.
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Equity Compensation. We believe that providing a significant portion of our executives’ total compensation package in stock options and other equity awards aligns the incentives of our executives with the interests of our stockholders and with our long-term success. The Committee and Board develop their equity award determinations based on their judgments as to whether the complete compensation packages provided to our executives, including prior equity awards, are sufficient to retain, motivate and adequately award the executives. This judgment is based in part on information provided by benchmarking studies, including the Radford Survey — Biotechnology Benchmark.
We grant equity awards through our Equity Incentive Plan, which was adopted by our Board and stockholders to permit the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares and other stock-based awards to our officers, directors, scientific advisory board members, employees and consultants. All of our employees, directors, scientific advisory board members and consultants are eligible to participate in the Equity Incentive Plan.
Equity Grant Practices. Equity grants made to our executive officers, including the Chief Executive Officer, are approved by the full Board of Directors upon the recommendation of the Committee. We grant options at exercise prices equal to or above the closing price of our common stock on The NASDAQ Capital Market on the date of grant. In addition, we do not coordinate grants of options so that they are made before an announcement of favorable information, or after an announcement of unfavorable information. We do not reprice options. Likewise, if our stock price declines after the grant date, we do not replace options.
Benefits and Perquisites. Beginning in fiscal year 2005 all executive officers became eligible to receive health care coverage that is generally available to other Bionovo employees. For the fiscal year ended December 31, 2009, we contributed $36,862.
Bionovo maintains a tax-qualified 401(k) Plan, which provides for broad-based employee participation. Under the 401(k) Plan, all Bionovo employees were eligible to contribute up to $15,500 of their compensation in 2009 subject to certain Internal Revenue Service and plan restrictions. Bionovo does not provide defined benefit pension plans or defined contribution retirement plans to its executives or other employees other than the 401(k) Plan.
We offer our Chief Executive Officer, our President and our Chief Financial Officer a life insurance policy of up to $1.0 million paid for by the Company. In addition, our Chief Executive Officer and our President are entitled to a car allowance per the terms of their employment agreements.
We also offer a number of other benefits to the executive officers pursuant to benefit programs that provide for broad-based employee participation. These benefits programs include medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, health and dependent care flexible spending accounts, wellness programs, educational assistance, employee assistance and certain other benefits.
The 401(k) Plan and other generally available benefit programs allow us to remain competitive for employee talent, and we believe that the availability of the benefit programs generally enhances employee productivity and loyalty to Bionovo. The main objectives of Bionovo’s benefits programs are to give our employees access to quality healthcare, financial protection from unforeseen events, assistance in achieving financial retirement goals, enhanced health and productivity and to provide support for global workforce mobility, in full compliance with applicable legal requirements. These generally available benefits typically do not specifically factor into decisions regarding an individual executive’s total compensation or equity award package.
On an annual basis, we benchmark our overall benefits programs against our peers using biotechnology industry data. We also analyze changes to our benefits programs in light of the overall objectives of the program, including the effectiveness of the retention and incentive features of such programs. It is generally our policy not to extend significant perquisites to our executives that are not available to our employees generally. We have no current plans to make changes to levels of benefits and perquisites provided to executives.
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Nonqualified Deferred Compensation. The Company does not have a Deferred Compensation Plan.
Tax Considerations. We believe it is in our best interest, to the extent practical, to have executive officer compensation be fully deductible under Section 162(m). Section 162(m) of the Code generally provides that a publicly-held company may not deduct compensation paid to certain of its top executive officers to the extent that such compensation exceeds $1 million per officer in a calendar year. Compensation that is “performance-based compensation” within the meaning of the Code does not count toward the $1 million deduction limit.
We have taken steps to structure payments to executive officers under the corporate bonus and equity compensation programs to meet the Section 162(m) requirements. Our Compensation Committee nevertheless retains the discretion to provide compensation that potentially may not be fully deductible to reward performance and/or enhance retention.
2009 Executive Compensation Summary
The following table sets forth information regarding compensation earned in 2009, 2008 and 2007 by our Chairman and CEO, our President and Chief Medical Officer, and our Chief Financial Officer (these individuals are collectively referred to as our “named executive officers”):
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Options Awards(1) ($) | Non-Equity Incentive Plan Comp(2) ($) | All Other Compensation ($) | Total ($) | ||||||||
Isaac Cohen(3)(6) | 2009 | 375,000 | — | — | — | 50,000 | 21,190 | 446,190 | ||||||||
Chairman and Chief Executive Officer | 2008 | 373,154 | — | — | — | 22,496 | 395,650 | |||||||||
| 2007 | 295,000 | — | — | 100,000 | 22,536 | 417,536 | ||||||||||
Mary Tagliaferri(4)(7) | 2009 | 375,000 | — | — | — | 40,000 | 21,055 | 436,055 | ||||||||
President and Chief Medical Officer | 2008 | 373,154 | — | — | — | 22,643 | 395,797 | |||||||||
| 2007 | 295,000 | — | — | 100,000 | 22,943 | 417,943 | ||||||||||
Thomas Chesterman(5) | 2009 | 320,250 | — | — | — | — | 20,063 | 340,313 | ||||||||
Senior Vice President and Chief Operating Officer | 2008 | 319,898 | — | — | — | 20,383 | 340,281 | |||||||||
| 2007 | 140,769 | — | 1,727,186 | 75,000 | 2,116 | 1,945,071 |
| (1) | The value of option awards disclosed is based on the aggregate grant date fair value of the awards on date of grant. The method of and assumptions used to calculate the value of the options granted to our named executive officers is discussed under Note 6 of the Notes to the Financial Statements included in Bionovo’s Annual Report on Form 10-K for fiscal 2009 filed with the SEC on March 16, 2010. |
| (2) | Please see Compensation Discussion and Analysis above for a description of our Annual Incentive Bonus Program for our executive officers |
| (3) | Salary was increased to $375,000 effective January 1, 2008. |
| (4) | Salary was increased to $375,000 effective January 1, 2008. |
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| (5) | Thomas Chesterman commenced his employment with us on July 11, 2007. Salary was increased to $320,000 effective January 1, 2008. |
| (6) | Isaac Cohen, our Chairman and Chief Executive Officer, was granted 49,180 options on January 12, 2010. The aggregate grant date fair value was $21,673. |
| (7) | Mary Tagliaferri, our President and Chief Medical Officer, was granted 32,787 options on January 12, 2010. The aggregate grant date fair value was $14,449. |
All Other Compensation in the summary compensation table above includes the following components:
Name | Year | Car Allowance ($) | Health Care Contributions ($) | Life Insurance Premiums ($) | Total ($) | |||||
Isaac Cohen | 2009 | 9,388 | 10,538 | 1,264 | 21,190 | |||||
| 2008 | 11,950 | 9,282 | 1,264 | 22,496 | ||||||
| 2007 | 15,440 | 6,798 | 298 | 22,536 | ||||||
Mary Tagliaferri | 2009 | 9,388 | 10,538 | 1,129 | 21,055 | |||||
| 2008 | 11,950 | 9,282 | 1,411 | 22,643 | ||||||
| 2007 | 15,937 | 6,798 | 208 | 22,943 | ||||||
Thomas Chesterman | 2009 | — | 15,786 | 4,277 | 20,063 | |||||
| 2008 | — | 10,850 | 9,533 | 20,383 | ||||||
| 2007 | — | — | 2,116 | 2,116 |
Potential Payments Upon Termination or Change in Control
The following table and summary set forth potential payments payable to our current executive officers upon termination of employment or a change in control. The Board may in its discretion revise, amend or add to the benefits if it deems advisable, subject to limitations in the executive officer employment agreement (if applicable). The table below reflects amounts payable to our executive officers assuming their employment was terminated on December 31, 2009:
Name | Benefit | Termination Without Cause Prior to a Change in Control ($) | Termination Without Cause or Constructive Termination Following a Change in Control ($) | |||
Isaac Cohen | Salary | 375,000 | 375,000 | |||
| Bonus | 150,000 | 150,000 | ||||
| Benefits continuation | — | 12,000 | ||||
| Total value: | 525,000 | 537,000 | ||||
Mary Tagliaferri | Salary | 375,000 | 375,000 | |||
| Bonus | 150,000 | 150,000 | ||||
| Benefits continuation | — | 12,000 | ||||
| Total value: | 525,000 | 537,000 | ||||
Thomas Chesterman | Salary | 320,000 | 160,000 | |||
| Bonus | ||||||
| Benefits continuation | — | — | ||||
| Total value: | 320,000 | 160,000 |
Employment and Separation Agreements
Isaac Cohen, the Company’s Chief Executive Officer, has an employment agreement with Bionovo that provides for an annual salary of $375,000, subject to annual review and potential increase by the Board of Directors. Mr. Cohen is eligible to receive annual bonuses in cash or stock options as awarded by the Board of Directors in its discretion. Mr. Cohen also is entitled to an automobile allowance of up to $750 per month plus certain related expenses and we have agreed to indemnify him in his capacity as an officer or director. Mr. Cohen will receive a severance payment equal to his target bonus for the year, prorated for the number of months during the calendar year that he was employed. The agreement is effective as of January 1, 2008 and will terminate no later than July 1, 2010.
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Mary Tagliaferri, the Company’s President, has an employment agreement with Bionovo that provides for an annual salary of $375,000, subject to annual review and potential increase by the Board of Directors. Dr. Tagliaferri is eligible to receive annual bonuses in cash or stock options as awarded by the Board of Directors in its discretion. Dr. Tagliaferri also is entitled to an automobile allowance of up to $750 per month plus certain related expenses and we have agreed to indemnify her in her capacity as an officer or director. Dr. Tagliaferri will receive a severance payment equal her target bonus for the year, prorated for the number of months during the calendar year that she was employed. The agreement is effective as of January 1, 2008 and will terminate no later than July 1, 2010.
Tom Chesterman, the Company’s Chief Financial Officer, may be entitled to certain severance benefits pursuant to the Company’s Involuntary Termination Policy. Mr. Chesterman will receive a severance payment equal to his annual base salary for the year.
Grants of Plan-Based Awards
The following table shows all plan-based awards granted to the Named Executive Officers during the fiscal years ended December 31, 2009. The option awards and unvested portion of the stock awards identified in the table below are also reported in the Outstanding Equity Awards Table at December 31, 2009 below.
Name | Grant Date | Approval Date | Payments Under Non- Equity incentive Plan Awards(1) ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (2) (#) | Exercise or Base Price of Option Awards(3) (S/Sh) | ||||||
Isaac Cohen | N/A | N/A | 50,000 | — | — | — | ||||||
Mary Tagliaferri | N/A | N/A | 40,000 | — | — | — | ||||||
Thomas Chesterman | 7/11/2007 | 7/11/2007 | — | — | 800,000 | 2.98 | ||||||
| 11/01/2007 | 11/01/2007 | — | — | 200,000 | 2.34 |
| (1) | This column represents the total payout under the incentive bonus for the year ended December 31, 2009 paid by the company on January 13, 2010 to Isaac Cohen and Mary Tagliaferri. |
| (2) | This column shows the number of shares based on the option grant on July 11, 2007 and November 1, 2007, respectively, to the Named Executive Officer which vests ratably over a four year period with one-fourth vesting on the anniversary of the hire date through July 2012. |
| (3) | This column shows the exercise price for the stock options granted to the Named Executive Officers, which was the closing price of Bionovo stock on the date the Compensation and Nominations Committee approved and granted such options. |
Outstanding Equity Awards
The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2009. The following awards identified in the table below are also reported in the Grants of Plan-Based Awards Table on the previous page:
Name | Number of Securities Underlying Unexercised Options(1) | Option Exercise Price ($) | Option Expiration Date | |||||
| (#) Exercisable | (#) Unexercisable | |||||||
Isaac Cohen(2) | — | — | — | — | ||||
Mary Tagliaferri(3) | — | — | — | — | ||||
Thomas Chesterman | 400,000 | 400,000 | 2.98 | 7/11/2017 | ||||
| 100,000 | 100,000 | 2.34 | 11/01/2012 | |||||
| (1) | Options granted upon hire vest ratably over a four year period with 1/4 vesting on the anniversary of the hire date. |
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| (2) | Isaac Cohen, our Chairman and Chief Executive Officer, was granted 49,180 options on January 12, 2010. The aggregate grant date fair value was $21,673. |
| (3) | Mary Tagliaferri, our President and Chief Medical Officer, was granted 32,787 options on January 12, 2010. The aggregate grant date fair value was $14,449. |
Options Exercised
There were no options exercised by the Named Executive Officers during the fiscal year ended December 31, 2009.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2009. No equity compensation plans that were in effect as of December 31, 2009 were adopted without the approval of our security holders.
Plan Category | Common Stock to be Issued Upon Exercise of Outstanding Options, and Rights (a) (1) | Weighted-Average Exercise Price of Outstanding Options, and Rights (b) | Common Stock Available for Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column(a)) (c) | ||||
Equity compensation plans approved by security holders | 5,109,588 | $ | 1.67 | 3,990,534 | |||
Equity compensation plans not approved by security holders | — | — | — | ||||
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES |
(a) The following documents are included as part of this Annual Report on Form 10-K.
(3) Exhibits.
INDEX OF EXHIBITS
Exhibit No. | Description | |
| 31.1* | Certification of Principal Executive Officer | |
| 31.2* | Certification of Principal Financing Officer | |
| 32.1* | Certification of the Chief Executive Officer and the Chief Financial Officer | |
| * | Filed herewith. |
(b) Index to exhibits
See exhibits listed under Item 15(a) (3).
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SIGNATURES
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, hereto duly authorized on the 29th day of September 2010.
| BIONOVO, INC. |
/S/ THOMAS C. CHESTERMAN |
| Thomas C. Chesterman |
| Sr. VP and Chief Financial Officer |
