Pursuant to the Stockholders Agreement, the following directors were elected to serve as
members on our board of directors and, as of the date of this prospectus, continue to serve:
Jean-Pierre
Garnier, Ph.D., Franz Hefti, Ph.D., Dennis Langer, M.D., Scott Minick, David Nikodem, Ph.D. and Martin
Tolar, M.D., Ph.D. Dr. Nikodem was initially selected to serve on our board of directors as the representative of holders of our preferred stock, as designated by ABG. Dr. Tolar was initially selected to serve on our board of directors in
his capacity as our Chief Executive Officer. Drs. Garnier, Hefti and Langer and Mr. Minick were initially selected to serve on our board of directors as independent directors, as designated by the holders of a majority of the then outstanding
shares of common stock.
Employment Agreements
We have entered into employment agreements with our named executive officers. For more information regarding the agreements with our named
executive officers, see Executive and Director CompensationEmployment Agreements.
Consulting Agreement and Promissory Note
On February 2, 2017, we entered into a consulting agreement with Neil Flanzraich, who became the vice chairman of our board of directors
in June 2018. Pursuant to the consulting agreement, Mr. Flanzraich served part-time as our Chief Business Officer and is providing strategic and operational leadership for our business and fundraising activities. The consulting agreement has a
term of four years. Either party may terminate the consulting agreement upon
14-days
written notice to the other party, and we may terminate the consulting agreement immediately if Mr. Flanzraich
refuses or is unable to perform the services under the agreement or is in material breach of the agreement.
As compensation for his
services, we issued and sold 84,871 restricted shares of our common stock to Mr. Flanzraich for an aggregate purchase price of $142,000. As payment for the shares, on February 2, 2017, Mr. Flanzraich issued to us a promissory note.
The promissory note accrued interest at the rate of 2.10% per year, compounded annually. On August 21, 2018, Mr. Flanzraich paid the original principal balance of $142,000 plus all accrued interest through such date, totaling $4,616, in full.
In connection with the issuance of the shares, on February 2, 2017, Mr. Flanzraich also entered into a restricted stock purchase
agreement, which was subsequently amended, pursuant to which we have a repurchase right of any unvested shares upon the termination of Mr. Flanzraichs services. Mr. Flanzraichs shares are subject to time-based vesting over a
period of four years, which commenced on February 2, 2017.
Indemnification Agreements
We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things,
will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys fees, judgments, fines and settlement amounts incurred by the director or
executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the persons services as a director or executive officer. For further information, see Executive and Director
CompensationLimitations of Liability and Indemnification.
Stock Option Grants to Executive Officers and Directors
We have granted stock options to our executive officers and certain of our directors as more fully described in the section entitled
Executive and Director Compensation.
Policies and Procedures for Related Person Transactions
Our board of directors intends to adopt a written related person transaction policy, to be effective upon the closing of this offering, setting
forth the policies and procedures for the review and approval or ratification of
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