Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 20, 2019, one of our directors, Frank Kiesner, resigned as a director of the Company. Mr. Kiesner had
served as a member of our Board since May 24, 2017. This resignation is not the result of any disagreement with the Company on
any matter related to the Company’s operations, policies, or practices.
On
June 21, 2019, another of our directors, Edward Borkowski, retired as a director of the Company. Mr. Borkowski had served as a
member of our Board since May 24, 2017. This resignation is not the result of any disagreement with the Company on any matter
related to the Company’s operations, policies, or practices.
On
June 25, 2019, Dr. Eugene Durenard, 53, was appointed as a director of the Company. Dr. Durenard will serve as a member of the
Board’s Compensation and Corporate Governance/Nominating Committee and as chair of the Audit Committee. His election underscores
the Board’s commitment to balance the experience and tenure of our current directors with new directors who bring different
perspectives, and to have the depth of experience necessary to effectively execute our director succession plan. Dr. Durenard
is appointed to serve as a director until his resignation or removal by the Board.
Dr.
Durenard is the Founder and CEO of Hyperbolic Holdings, a Swiss-based holding, management consulting and investment advisory company
specialized in healthcare since February 2018. He is co-Founder and CIO of Healthcare Impact Holdings, an investment fund specialized
in later-stage healthcare private ventures since May 2018. He is co-Founder and Trustee of Healthcare Impact Foundation, a charitable
organization designed to sustainably fund the translation of innovation in life sciences since September 2017. He is co-Founder
of Global Better Health, a platform designed to provide scientifically-based corporate wellness and preventive programs since
December 2018. He is an advisor to and Managing Director of the Stetson Family Office since September 2016. Dr. Durenard brings
a thorough multi-asset class investment and entrepreneurial experience spanning 20 years to the Board of Directors. He received
his Ph.D. in Mathematics at Harvard in 1995 before beginning his career with Salomon Brothers in London.
The
Board has determined that Dr. Durenard is an independent director within the meaning of NASDAQ Rule 5605.
In
connection with Dr. Durenard’s appointment to the Board, he will receive an option to purchase 25,000 shares of the Company’s
common stock (the “Option”) with an exercise price equal to the closing price of the Company’s common stock
on the effective date of Dr. Durenard’s appointment. The Option will be issued pursuant to the Company’s 2015 Equity
Incentive Plan and shall be vested upon appointment.
Dr.
Durenard does not have a family relationship with any of the executive officers, directors of the Company, or any person nominated
or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Dr. Durenard
and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest
requiring disclosure under Item 404(a) of Regulation S-K
On
June 25, 2019, Mr. Edward L. Murphy, 56, was appointed as a director of the Company. Mr. Murphy will serve as the chair of the
Board’s Compensation and Corporate Governance/Nominating Committee and as a member of the Audit Committee. Mr. Murphy is
appointed to serve as a director until his resignation or removal by the Board.
Mr.
Murphy has been senior vice president and a partner of a private investment firm from June 1999 to the present. His duties have
included investment analysis of various types of investment projects in real estate and financial services. Mr. Murphy serves
on the board of directors of three Canadian publicly reporting companies that have interests in various industries.
The
Board has determined that Mr. Murphy is an independent director within the meaning of NASDAQ Rule 5605.
In
connection with Mr. Murphy’s appointment to the Board, he will receive an option to purchase 25,000 shares of the Company’s
common stock (the “Option”) with an exercise price equal to the closing price of the Company’s common stock
on the effective date of Mr. Murphy’s appointment. The Option will be issued pursuant to the Company’s 2015 Equity
Incentive Plan and shall be vested upon appointment.
Mr.
Murphy does not have a family relationship with any of the executive officers, directors of the Company, or any person nominated
or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr. Murphy
and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest
requiring disclosure under Item 404(a) of Regulation S-K.