Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) In accordance with
the Merger Agreement, on July 12, 2019, immediately prior to the effective time of the Merger, June S. Almenoff, M.D., Ph.D., Thomas
M. Riedhammer, Ph.D., Dr. Jason S. Slakter, the Hon. Michael Ferguson and Orin Hirschman resigned from the Board and any respective
committee of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating
to the Company’s operations, policies or practices.
Resignation of Dr. Jason Slakter as President
and Chief Executive Officer
On July 12, 2019, in connection
with the Merger, Dr. Jason Slakter resigned from his position with the Company as President and Chief Executive Officer. His resignation
is not due to a dispute or disagreement with the Company.
Pursuant to his retention
bonus agreement, upon the closing the Merger, Dr. Slakter is entitled to receive a retention bonus payment of $75,000 for his continued
service to the Company since January 2, 2019.
The foregoing description
of the terms of Dr. Slakter’s retention bonus agreement does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Retention Bonus Agreement, by and between the Company and Dr. Slakter, dated January 2,
2019, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on January 3, 2019.
Appointment of Officer
(c) On July 12,
2019, effective as of the effective time of the Merger, the Board appointed Dietrich Stephan, Ph.D., as the
Company’s President and Chief Executive Officer, and Sam Backenroth as the Company’s Chief Financial Officer,
Treasurer and Secretary, to serve at the discretion of the Board.
Dietrich
Stephan, Ph.D., age 49, is currently the founder and Chief Executive Officer of Private NeuBase. Before founding Private
NeuBase, Dr. Stephan was founder and Chief Executive Officer of LifeX Holdings, a healthcare startup incubator, and a tenured
full professor of Human Genetics at the University of Pittsburgh. He served as Chair of the Department of Human Genetics at
the University of Pittsburgh from 2013 to 2018, and earlier, as the founding Director of the Neurogenomics Division at the
Translational Genomics Research Institute (TGen) and Deputy Director of Discovery Research at TGen. Dr. Stephan is Chairman
of Peptilogics, a privately held peptide therapeutics company; a director of Sharp Edge Labs, a privately held small-molecule
genetic disease therapeutics company; a director of FarmaceuticalRx, a privately held pharmaceutical company developing
cannabinoid-based therapies; a director of Epistemix, a population-based disease modeling company; and partner in Cyto
Ventures, an early stage investment fund. In the last five years, Dr. Stephan has held director roles at Whole Biome, a
privately held company developing microbiome therapies; CereDx, a privately held home-base stroke detection diagnostics
company; Elastogenesis, a privately held pharmaceutical company developing therapies for dermal extracellular matrix
regeneration; Western Oncolytics, a privately held pharmaceutical company developing oncolytic viruses; iGenomX, a privately
held company developing genome sequencing reagents; Ariel Precision Medicine, a privately held diagnostics company focused on
pancreatic disease; and ParaBase, a privately held company focused on developing neonatal genetic diagnostic tests. Dr.
Stephan received his B.S. in Biology from Carnegie Mellon University and his Ph.D. in Human Genetics from the University of
Pittsburgh. He also completed a fellowship at the National Human Genome Research Institute.
Sam Backenroth, age 35, is currently the Chief Financial Officer
and Vice President of Business Development of Ohr, and has been a Director of DepYmed, a joint venture of Ohr, since 2014. Mr.
Backenroth has previously worked as an investment banker with The Benchmark Company LLC, an investment banking firm specializing
in micro-cap biotech transactions. While at Benchmark, he helped fund numerous small biotech companies raise growth equity capital
through a variety of structures. Mr. Backenroth also acted as an advisor to public and private biotech companies in assisting with
business development activities, joint ventures, licensing, strategic partnerships, and mergers & acquisitions. He graduated
with honors from Touro College with a Bachelor’s degree in finance.
Appointment of Directors
(d) The information set
forth in Item 5.01 of this Current Report on Form 8-K with respect to the appointment of directors to the Board in accordance with
the Merger Agreement is incorporated by reference into this Item 5.02(d).
On July 12, 2019,
Dr. Goldstein, Dr. Prendergast, and Mr. Richman were appointed to the audit committee of the Board. Dr. Goldstein was appointed
as the chairman of the audit committee, and Mr. Richman is an “audit committee financial expert.” On July 12, 2019,
Dr. Goldstein, Dr. Miralles, and Dr. Prendergast were appointed to the compensation committee of the Board, and Dr. Prendergast
was appointed as the chairman of the compensation committee. On July 12, 2019, Mr. Richman was appointed to the nominating and
corporate governance committee of the Board, and Dr. Miralles was appointed as the chairman of the nominating and corporate governance
committee.
Dietrich Stephan, Ph.D.’s
biographical information is disclosed in the section immediately above under the heading “Item 2. Appointment of Officer.”
Dov A. Goldstein,
M.D., age 51, is currently a private investor. Dr. Goldstein previously was the Chief Financial Officer at Schrödinger,
LLC from 2017 to 2018. Dr. Goldstein served as a Managing Partner at Aisling Capital, a private investment firm, from 2014 to
October 2017, Partner from 2008 to 2014 and a principal at Aisling Capital from 2006 to 2008. Dr. Goldstein served as the
Chief Financial Officer of Loxo Oncology, Inc. between July 2014 and January 2015, and was its acting Chief Financial Officer
from January 2015 to May 2015. From 2000 to 2005, Dr. Goldstein served as Chief Financial Officer of Vicuron Pharmaceuticals,
Inc., which was acquired by Pfizer, Inc. in September 2005. Prior to joining Vicuron, Dr. Goldstein was Director of Venture
Analysis at HealthCare Ventures. Dr. Goldstein also completed an internship in the Department of Medicine at
Columbia-Presbyterian Hospital. Dr. Goldstein serves as a director and as a member and Chairman, respectively, of the
boards’ compensation committees of Esperion Therapeutics, Inc. (Nasdaq: ESPR) and ADMA Biologics, Inc. (Nasdaq: ADMA).
He also previously served as a director of Loxo Oncology, Inc. (Nasdaq: LOXO) and Cempra, Inc. (which was acquired by Melinta
Therapeutics, Inc.) within the past five years. Dr. Goldstein received a B.S. from Stanford University, an M.B.A. from
Columbia Business School and an M.D. from Yale School of Medicine.
Diego Miralles, M.D.,
age 56, is currently the Chief Executive Officer of Vividion Therapeutics, Inc., a biotechnology company with a platform to
discover and develop small molecule therapeutics, and has served in that role since August 2017. Prior to briefly serving as
President of Adaptive Therapeutics, Inc. during 2016 and 2017, Dr. Miralles had an extensive career at Johnson & Johnson,
culminating in his position as the Global Head of Innovation, and was involved in the development and approval of
PREZISTA® and INTELENCE®. He was the head of the Janssen Research and Early Development unit in La Jolla, CA. While
at Johnson & Johnson, he founded and launched the JLABS incubator in 2012 for start-up life science entrepreneurs, and
was instrumental in developing and launching Johnson & Johnson’s Innovation center model in 2013. He was a member
of the management committee at Janssen, one of the largest pharmaceutical companies in the world. He was also a member of the
management board of Tibotec BVBA, a leading virology company and a Johnson & Johnson company. Prior to Johnson &
Johnson, Dr. Miralles held R&D positions at Trimeris, Inc. and Triangle Pharmaceuticals, Inc., and he was an Assistant
Professor at Duke University Medical Center, where he was a bench scientist and an Infectious Disease physician, with a focus
on HIV. Dr. Miralles is currently an Adjunct Professor in the Department of Pharmacology at the University of California San
Diego. He received his M.D. degree from the Universidad de Buenos Aires, Argentina, completed his internal medicine residency
at the Mayo Clinic and was a fellow in Infectious Diseases at Cornell University-New York Hospital.
Franklyn G.
Prendergast, M.D., Ph.D., age 74, retired from the Mayo Clinic in 2014 and is currently the Emeritus Edmond and Marion
Guggenheim Professor of Biochemistry and Molecular Biology and Emeritus Professor of Molecular Pharmacology and Experimental
Therapeutics at Mayo Medical School. At the Mayo Clinic, he served in several capacities, most significantly, as the Director
for Research 1989 – 1992, inclusive, Member of the Mayo Clinic Board of Governors and Executive Committee 1991 –
2007, and Member of the Mayo Clinic Board of Trustees from 1991-2009, inclusive. From 1994 to 2006, he served as a director
of Mayo Clinic Cancer Center. He also previously held several other teaching positions at the Mayo Medical School from 1975
through 2014. Dr. Prendergast has served for the National Institute of Health on numerous study section review groups; as a
charter member of the Board of Advisors for the Division of Research Grants, now the Center for Scientific Review; the
National Advisory General Medical Sciences Council; and the Board of Scientific Advisors of the National Cancer Institute. He
held a Presidential Commission for service on the National Cancer Advisory Board. Dr. Prendergast also has served in numerous
other advisory roles for the National Institute of Health and the National Research Council of the National Academy of
Sciences. He is a member of the board of directors of Cancer Genetics, Inc. (Nasdaq: CGIX) and a member of the board’s
audit, compensation and nominating committees. He is also a member of the board of directors of Medibio Limited (ASX:MEB)
(OTCQB:MDBIF) and the Infectious Disease Research Institute (IDRI), and he previously served on the board of directors of Eli
Lilly & Co. from 1995 to 2017 and was a member of the board’s science and technology committee and public policy
and compliance committee. Dr. Prendergast obtained his medical degree with honors from the University of West Indies
and attended Oxford University as a Rhodes Scholar, earning an M.A. degree in physiology. He obtained his Ph.D. in
Biochemistry at the University of Minnesota.
Eric I. Richman, age
58, is currently the interim Chief Executive Officer of LabConnect, Inc., a provider of global central laboratory services, a
position he has held since November 2018. Mr. Richman was previously a Venture Partner at Brace Pharma Capital, a life
science venture capital firm, from January 2016 to September 2018 and is involved with several private and public
biotechnology companies. He also served as Chief Executive Officer of Tyrogenex Inc., a biopharmaceutical company, from 2016
to 2018. Mr. Richman served as the President and Chief Executive Officer of PharmAthene, Inc. (“PharmAthene”),
subsequently acquired by Altimmune, Inc., between October 2010 and March 2015. He also served on PharmAthene’s board of
directors, when the company was listed on the NYSE, from 2010 to 2017. Prior to joining PharmAthene, Mr. Richman held various
commercial and strategic positions of increasing responsibility over a 12-year period at MedImmune, Inc. from its inception
and was Director, International Commercialization at that company. Mr. Richman served as a director of Lev Pharmaceuticals,
Inc. (acquired by Viropharma) and as Chairman of its Commercialization Committee and served as a director of American Bank
Incorporated (acquired by Congressional Bancshares). Mr. Richman currently serves as a director of Adma Biologics, Inc.
(Nasdaq: ADMA) (as well as a member of such board’s audit, compensation and governance and nominating committees),
Variant Pharmaceuticals, Inc., NovelStem International Corp. (OTCMKTS: NSTM) and LabConnect, Inc. where he serves as the
Chairman of the Board. Mr. Richman received a B.S. in Biomedical Science from the Sophie Davis School of Biomedical Education
(CUNY Medical School) and a M.B.A. from the American Graduate School of International Management.
There are no family relationships among any of the Company’s directors
and executive officers.