Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 8, 2022, the Majority Stockholder (as defined in Item 5.07 below) of
the Company delivered to the Company a stockholder action by written consent
removing Kellie Newton, Craig Fabel, and Kristen High from the Company's board
of directors ("Board"), without cause, effective immediately, and elected Gary
A. Shangold as a member of the Board, effective immediately. Dr. Shangold will
join Thomas E. Vickers and Kuno van der Post, each an incumbent director, in
comprising the Board. Mr. Vickers is Chairman of the Board and Interim Chief
Executive Officer of the Company, and Dr. van der Post is an independent
director on the Board.
Dr. Shangold, age 69, has been the Chief Medical Officer of Enteris BioPharma, a
subsidiary of SWK Holdings, since January 2020. He is the Founder and Chief
Executive Officer of InteguRx Therapeutics LLC, a startup developing transdermal
products, since May 2011, and the President and Managing Member of Convivotech
LLC, a life sciences consultancy, since December 2005. Previously, from January
2008 to December 2010, Dr Shangold was the Chief Medical Officer and Executive
Vice President, Research & Development at Xanodyne Pharmaceuticals Inc, a
venture-backed pharma company. From December 2002 to December 2005, Dr Shangold
was President, Chief Executive Officer, and a Director of NovaDel Pharma, a
publicly-traded specialty pharma company. Earlier, he held several senior roles
in Clinical Research and Regulatory Affairs over more than 10 years at Johnson &
Johnson Pharmaceutical R&D, and prior to that he was Medical Director for
Ob/Gyn/Infertility at Serono Laboratories US. In his pharma career, Dr. Shangold
has had key roles in the development and/or approval of 10 products. Before
entering the pharmaceutical industry, Dr. Shangold began his career in academia,
on the Faculty of The University of Chicago Pritzker School of Medicine, and
later at Massachusetts General Hospital/Harvard School of Medicine.
Since 2019, Dr. Shangold has been a Trustee of the Somerset Health Care
Foundation, the fund-raising arm of RW Johnson - Somerset Hospital, part of the
RWJ-Barnabas network in NJ. Dr. Shangold served on the Board of Directors of
OmniComm Systems Inc. from July 2014 until September 2019 when the company was
acquired by Anju Software Inc., and on the Board of Directors of Pepgen Inc, a
venture-backed biotech company, from December 2004 through June 2009. He has
been President of the American Academy of Pharmaceutical Physicians (2005), and
Chair of the Association of Clinical Research Professionals (2013), a
14,000-member nonprofit dedicated to excellence and professionalism in clinical
research globally. Dr. Shangold received his MD degree from Columbia University
in June 1977 and his Bachelor of Arts degree from the University of Pennsylvania
in May 1973. Dr. Shangold performed his residency in Obstetrics & Gynecology at
the University of Miami/Jackson Memorial Hospital from June 1977 to June 1981
and his fellowship in Reproductive Endocrinology in the Department of Obstetrics
& Gynecology at the University of Southern California/Los Angeles County Medical
Center from July 1981 to June 1983. Dr. Shangold holds Board Certifications in
Obstetrics & Gynecology and in Reproductive Endocrinology, and is the author of
numerous clinical and basic science publications
Dr. Shangold will be appointed to the Audit Committee and the Nominating and
Corporate Governance Committee.
The Board has determined that Dr. Shangold is "independent" within the meaning
of the applicable rules and regulations of the Securities and Exchange
Commission ("SEC") and the listing standards of the Nasdaq Stock Market. Under
the terms of the Company's 2017 Equity Incentive Plan, effective on December 8,
2022, Dr. Shangold will receive an annual grant of stock options with a term of
ten years to purchase 100,000 shares of common stock of the Company ("Common
Stock"), at a per share exercise price equal to the closing price of the Common
Stock on the grant date, with 25% of the options vesting every 90 days following
the grant date subject to his continuous service on the Board.
There are no family relationships between Dr. Shangold and any director or
executive officer of the Company nor are there any transactions between Dr.
Shangold or any member of his immediate family and the Company that would be
reportable as a related party transaction under the rules of the SEC. Further,
there is no arrangement or understanding between Dr. Shangold and any other
persons or entities pursuant to which Dr. Shangold was elected as a director of
the Company.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 8, 2022, the record date, the stockholder holding a majority of the
voting securities of the Company (the "Majority Stockholder"), took action by
written consent ("Written Consent") in accordance with Article 1, Sections 7 of
the Company's by-laws and Sections 78.320 of the Nevada Revised Statutes. As of
such date, the Majority Stockholder held approximately 4,248,401, or
approximately 10.2% of the Company's issued and outstanding common stock
("Common Stock"), 3,635,000 shares, or approximately 90.1% of the Company's
issued and outstanding Series A Convertible Preferred Stock (the "Series A
Preferred Stock"), and 1,000,000 shares, or 100% of the Company's issued and
outstanding Series B Convertible Preferred Stock (the "Series B Preferred
Stock"). The foregoing described shares of Common Stock, Series A Preferred
Stock and Series B Preferred Stock held by the Majority Stockholder represented
88% of the votes entitled to be cast on the matters voted upon.
Pursuant to the Written Consent, the Majority Stockholder removed Kellie Newton,
Craig Fabel, and Kristen High from the Board and elected Dr. Shangold as a
member of the Board.
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