Item 10. Directors, Executive Officers and Corporate Governance.
The following table contains
the name and age of our executive officers and directors as of April 28, 2023.
| Name |
|
Age |
|
Position
Held |
| Joshua R. Lamstein |
|
53 |
|
Chairman and Director |
| Robert J. Gibson, CFA |
|
43 |
|
Vice Chairman, Secretary, Treasurer, and Director |
| Ira Scott Greenspan |
|
64 |
|
Senior Advisor, Director and Executive Committee Chairman |
| David A. Buckel, CMA |
|
61 |
|
Director |
| Raphael (“Rafi”) Hofstein, Ph.D. |
|
73 |
|
Director |
| David Weild IV |
|
66 |
|
Director |
Joshua R. Lamstein
has been a Chairman and a director since our inception. Mr. Lamstein became sole Chairman in October 2020. Mr. Lamstein has also been
our Principal Executive Officer since May 2020. Since 2014, Mr. Lamstein has also been Vice Chairman of HCFP and Co-Chairman and Co-Managing
Partner of HCFP/Capital Partners. HCFP/Capital Partners is a co-founder of Scopus. Mr. Lamstein is also a senior officer and/or
director of other portfolio companies of HCFP/Capital Partners. He also serves as a Venture Partner of a seed-stage venture fund with
approximately $100 million of assets under management. Mr. Lamstein has worked in venture capital and private equity for over
20 years, including as a Managing Director of GF Capital Private Equity Fund, a $240 million middle market private equity fund,
and as a Partner of LMS Capital, a FTSE 250 London Stock Exchange-listed investment trust. Mr. Lamstein initiated the trust’s
presence in San Francisco and Silicon Valley. He began his career in private equity at Apollo Advisors, a global alternative investment
manager now known as Apollo Global Management, Inc. Prior thereto he was an investment banker in New York and London at Lehman Brothers.
Mr. Lamstein has been a member of the board of directors of numerous private and public companies. We believe Mr. Lamstein
is well-qualified to be on our Board due to his broad experience in private equity, venture capital, and investing in and managing early-stage
ventures, his widespread relationships in the private equity and venture capital communities and his knowledge of public healthcare.
Mr. Lamstein received his B.A., with honors, from Colgate University and his M.B.A. from the MIT Sloan School of Management.
Robert J. Gibson, CFA has
been Vice Chairman, Secretary and Treasurer and a director since our inception. Mr. Gibson has also been our Principal Accounting Officer
and Principal Financial Officer since May 2020. Since May 2016, Mr. Gibson also has been an Executive Vice President of HCFP
and Co-Chairman of HCFP/Capital Markets LLC, a middle-market investment bank. Until joining HCFP, Mr. Gibson was Senior Vice President — Investment
Banking, specializing in biotechnology, biopharmaceutical and specialty pharmaceutical companies, at CRT Capital Group LLC, a middle
market investment bank. Mr. Gibson rejoined CRT in 2014 after having been previously employed at such firm from 2003 to 2008, most
recently as a Vice President — Investment Banking, specializing in healthcare. Mr. Gibson began his career in
the Healthcare Investment Banking Group at Bear, Stearns & Co. Inc. From 2009 to 2014, Mr. Gibson was Senior Vice President,
overseeing healthcare investments, at Balance Point Capital Partners, L.P., a middle market private equity fund, which, together with
a related fund, then had approximately $150 million of assets under management. We believe Mr. Gibson is well-qualified to
be on our Board due to his extensive experience in both investment banking and private equity, including advising, raising capital, and
investing in biotechnology, biopharmaceutical specialty pharmaceutical and other healthcare companies. Mr. Gibson is a Chartered Financial
Analyst, or CFA. Mr. Gibson received his B.A., magna cum laude, from Amherst College.
Ira Scott
Greenspan has been a Senior Advisor and director since our inception and Executive Committee Chairman since May 2019.
Mr. Greenspan is Chairman and Chief Executive Officer of HCFP and Co-Chairman and Co-Managing Partner of HCFP/Capital Partners,
and certain other affiliates of HCFP. Each of HCFP and Mr. Greenspan is a co-founder of Scopus. For more than 25 years,
Mr. Greenspan has been a senior executive, partner and/or director of HCFP and its predecessors and related entities, including
having served as Chairman and Co-Managing Partner of HCFP/Brenner Equity Partners, the indirect majority shareholder of HCFP/Brenner
Securities LLC, a middle market investment bank originally founded by former senior executives and directors of leading Wall Street
firms. For more than five years prior to entering the financial services industry, Mr. Greenspan was a corporate and
securities lawyer at leading New York law firms, including as a Partner of the New York predecessor of Blank Rome. He began his law
career at the New York predecessor of Sidley Austin. Mr. Greenspan has been chairman and/or a member of the boards of directors
of numerous public and private companies, most recently including: PAVmed Inc., a publicly-traded multi-product medical device
company (Nasdaq: “PAVM”), of which he was a co-founder and Senior Advisor and/or director from inception in 2014 until
October 2018. Mr. Greenspan worked in the Branch of Small Issues of the Division of Corporation Finance in the New York
Regional Office of the Securities and Exchange Commission during law school and advised family offices on the then increasing
internationalization of securities markets and the evolving extraterritorial scope of the U.S. securities laws, resulting from both
regulatory and judicial action. We believe Mr. Greenspan is well-qualified to be on our Board due to his significant experience
advising entrepreneurial growth companies as both a financial services executive and corporate and securities lawyer, his pioneering
role in numerous innovative corporate finance products and strategies, his role as a founder or founding advisor of numerous private
and public companies, including biopharmaceutical, biotechnology and other medical technology companies, his investment experience
with early-stage companies, his experience as a director of numerous private and publicly-traded companies, and his extensive
relationships in the financial community. Mr. Greenspan received his B.A., with high distinction, from Harpur
College/Binghamton University, where he was elected to Phi Beta Kappa and Pi Sigma Alpha and was the recipient of the University
Foundation Award recognizing him as one of the top ranking students in his graduating class. Mr. Greenspan received his J.D.
from New York University School of Law, where he was on the Editorial Board of the Annual Survey of American Law, an
honorary law journal.
David A. Buckel, CMA joined
us as a director in December 2020 in connection with our IPO. He was a Senior Advisor to us from November 2019 until his appointment
as a director. Since 2007, Mr. Buckel has served as President and Managing Director of BVI Venture Services, an outsourced provider
of financial, accounting, management, and other professional services to private and small public companies. From 2003 to 2007, Mr. Buckel served as Chief
Financial Officer of Internap Network Services Corporation (Nasdaq: “INAP”), a publicly-traded IT infrastructure services
company. Mr. Buckel previously served as an officer, Chief Financial Officer and/or director of numerous additional private and
Nasdaq-listed public companies, including serving as a director, head of the audit committee, and
member of the nominating and corporate governance committees of SharpSpring, Inc., a then publicly-traded cloud-based marketing technology
company, which was acquired by Constant Contact in 2021. We believe Mr. Buckel is well-qualified to serve on our Board due to his broad experience as a board
member and Chief Financial Officer of numerous private and publicly-traded emerging growth companies, his deep knowledge of public accounting
and corporate governance, and his expertise in serving on board committees, especially as a member and/or head of public company audit
committees. Mr. Buckel received his B.S. in Accounting from Canisius College and his M.B.A. from the Syracuse University Martin
J. Whitman School of Management. Mr. Buckel is a Certified Management Accountant.
Raphael (“Rafi”)
Hofstein, Ph.D. joined us as a director in December 2020 in connection with our initial public offering (“IPO”)
and served as a director until January 2022. Dr. Hofstein rejoined us as a director in April 2022. From 2009 to March 2020, Dr. Hofstein
was President and Chief Executive Officer of Toronto Innovation Acceleration Partners, or TIAP. TIAP, formerly named MaRS Innovation,
is a consortium of leading universities, teaching hospitals and other institutions and research institutes with the mandate of identifying
life sciences and other technology research from within the consortium and investing in newly-created or other early-stage ventures organized
to advance and commercialize scientific breakthroughs. Industry partners of TIAP include Amgen, Baxter, GlaxoSmithKlein, Johnson &
Johnson, Merck, Pfizer, and Takeda. Over 50 new life sciences and other healthcare-related companies were launched and/or financed during
Dr. Hofstein’s tenure with TIAP. Dr. Hofstein has been a founder, executive and/or director, including serving as chairman,
with a number of TIAP biopharmaceutical, biotechnology and other healthcare-related portfolio companies, including: Fibrocor Therapeutics,
Inc., a private biotechnology company targeting fibrotic diseases; Encycle Therapeutics Inc., a private biotechnology company which was
acquired for consideration of up to approximately $80 million in 2019 by Zealand Pharma A/S (Nasdaq: “ZEAL”), a publicly-traded
biotechnology company; Notch Therapeutics Inc., a private biotechnology company focused on gene-edited T cell therapies, which has a
strategic partnership with Allogene Therapeutics, Inc. (Nasdaq: “ALLO”), a publicly-traded biotechnology company; and Triphase
Accelerator, a private Toronto-based drug development company which entered into a strategic partnership with Celgene relating to early-stage
oncology assets. From 1990 to 2009, Dr. Hofstein was President and Chief Executive Officer of Hadasit Ltd., the technology transfer
company of Hadassah University Hospital, the teaching hospital of Hebrew University. Dr. Hofstein also founded and, from 2006 to
2011, was Chairman of Hadasit Bio-Holdings Ltd., a then publicly-traded holding company for biopharmaceutical and biotechnology companies
(TASE: “HDST”). Dr. Hofstein has been a founder, executive and/or director, including serving as chairman, of subsidiaries
and affiliates of Hadasit, including: BioLineRx Ltd. (Nasdaq: “BLRX”); Exalenz Bioscience Ltd., a TASE-listed company which
was acquired by Meridian Bioscience, Inc. (Nasdaq: “VIVO”); and KAHR Medical Ltd., a private biotechnology company developing
immune-oncology therapies. During this period, Dr. Hofstein was also a Venture Partner at Medica Venture Partners, a leading medical
technology venture capital firm in Israel, and a director of Evogene Ltd., a publicly-traded company on Nasdaq (Nasdaq: “EVGN”),
and LifeBond Limited Ltd., which was acquired by C.R. Bard. Previously, Dr. Hofstein was Vice President — Business
Development for Ecogen Inc., a publicly-traded agricultural biotechnology company on Nasdaq until its acquisition by Monsanto, prior
to which he was a Scientific Director for Ecogen in Israel. Dr. Hofstein has also been an officer, director and/or advisor of numerous
not-for-profit life sciences-related entities, including: Centre for Commercialization of Regenerative Medicine, or CCRM, a public/private
consortium supporting the development of gene and cell therapies and regenerative medicine; Life Sciences Ontario, an organization seeking
to advance the life sciences sector in Ontario; and Clinical Trials Ontario, an independent organization established to advance patient
care. Previously, Dr. Hofstein was Scientific Director of Biotechnological Applications Ltd. and Manager of Research and Development
and Chief of Immunochemistry at the International Genetic Scientific Partnership, both pivotal organizations in the development of Israel’s
biotechnology industry. Dr. Hofstein co-founded the Israel Life Science Industry Organization, or ILSI, and the Israel Tech Transfer
Network, or ITTN, both private organizations seeking to advance the life sciences sector in Israel. We believe Dr. Hofstein is well-qualified
to be on our board of directors due to his broad experience across multiple scientific and medical sectors for numerous public and private
biopharmaceutical, biotechnology and pharmaceutical companies; his role as a founder or member of the founding team for many private
and public biopharmaceutical, biotechnology and other medical technology companies, including in his capacities as Chairman and/or President
and Chief Executive Officer of TIAP and Hadasit; his corporate governance experience gained by serving as a member of numerous board
of directors, including as chairman, and various board committees and his widespread relationships throughout the biotechnology ecosystem,
including entrepreneurs, managers and private equity and venture capital investors on a global basis. Dr. Hofstein received
his B.Sc. in Chemistry and Physics from Hebrew University and his M.Sc. and Ph.D. in Life Sciences and Chemistry from the Weizmann Institute
of Science. Dr. Hofstein was awarded the Chaim Weizmann Post-Doctoral Fellowship and the Hereditary Disease Foundation Fellowship
while completing his post-doctoral training and research in the Department of Neurobiology at Harvard Medical School.
David Weild
IV joined us as a director in December 2020 in connection with our IPO. He was a Senior Advisor to us from
November 2019 until his appointment as a director. For more than 15 years, Mr. Weild has been Chairman and Chief
Executive Officer of Weild & Co. (including its predecessors), a boutique investment bank focused on emerging growth companies.
From 2008 to 2013, Mr. Weild also served concurrently as Senior Advisor — Capital Markets for Grant Thornton,
a global public accounting firm. From 2000 to 2003, Mr. Weild was Vice Chairman of Nasdaq and served as a member of
Nasdaq’s Executive Committee. For more than 13 years prior to joining Nasdaq, Mr. Weild was an executive of
Prudential Securities Inc., including Head of Corporate Finance, Head of the Global Equities Transaction Group and President of
Prudentialsecurities.com. Mr. Weild is chairman of INX LTD and a director of BioSig Technologies Inc. (Nasdaq:
“BSGM”) and formerly a director of PAVmed Inc. (Nasdaq: “PAVM”), both BioSig and PAVmed being medical
technology companies. Mr. Weild is a recognized expert on capital formation and capital markets structure and co-authored a
number of definitive white papers that were key catalysts for new legislation and regulatory reforms, including the JOBS Act. We
believe Mr. Weild is well-qualified to serve on our board our directors due to his experience serving on the boards of
directors of multiple medical technology companies, including his service on audit committees, extensive expertise in corporate
finance, his deep knowledge and recognized leadership in capital formation and capital markets structure and his widespread
relationships in the financial community. Mr. Weild received his B.A. from Wesleyan University and M.B.A. from New York
University Stern School of Business. Mr. Weild also studied at the Sorbonne, Ecoles des Hautes Etudes Commerciales (HEC Paris)
and the Stockholm School of Economics.
Set forth below is summary
biographical information on certain of our key employees, officers and senior advisors.
Alan Horsager,
Ph.D. is our President – Immuno-Oncology and President and Chief Executive Officer of Duet BioTherapeutics Inc.
(“Duet”), our majority-owned subsidiary. Prior to joining the company, Dr. Horsager was Director of LA BioSpace, a life
science incubator focused on developing and supporting early-stage biotech companies spinning out from regional research centers
such as Caltech, City of Hope, and USC. During this time, Dr. Horsager also served as Interim CEO and Director of Duet (formerly
Olimmune), which was acquired by Scopus in June 2021. Prior to this, Dr. Horsager was Founder, President, & CEO of
Episona, a company that developed an epigenetic-based diagnostic test for infertility, which was sold into fertility clinics and
direct-to-consumer, internationally. Prior to Episona, Dr. Horsager was the Co-founder & Chief Science Officer of Eos
Neuroscience. Eos developed an optogenetic-based gene therapy for the treatment of retinitis pigmentosa (“RP”) through a
collaborative effort between USC, MIT, and the University of Florida. Dr. Horsager’s doctoral thesis was focused on developing
computational methods to improve vision in RP patients implanted with electrical retinal prostheses. This research was in
collaboration with Second Sight Medical Products (Nasdaq: “EYES”). Dr. Horsager also worked as a Consultant at L.E.K.
Consulting and has numerous scientific publications and patents. Dr. Horsager holds a bachelor’s degree in Psychology from the
University of Washington and a doctorate in Neuroscience from the University of Southern California. He has received many awards for
his academic work, including a Burroughs Wellcome Fund CASI award.
Aharon Schwartz, Ph.D.
is a Senior Scientific Advisor to us and Executive Chairman of Scopus BioPharma Israel Ltd, or Scopus Israel. Since 2004, Dr. Schwartz
has been the Chairman of the Board of BioLineRx Ltd. (Nasdaq: “BLRX”), and a director of Foamix Pharmaceuticals Ltd. (Nasdaq:
“FOMX”) and Protalix BioTherapeutics, Inc. (NYSE American: “PLX”), all publicly-traded biopharmaceutical/specialty
pharmaceutical companies. From 1975 to 2011, Dr. Schwartz served in various management positions at Teva Pharmaceutical Industries Limited
(NYSE: “TEVA”), most recently as Vice President — Head of Teva Innovative Ventures. Dr. Schwartz’s
prior positions at Teva included Vice President — Strategic Business Planning and New Ventures; Vice President — Global
Products Division; Vice President — Copaxone Division; Vice President — Business Development;
and Head of the Pharmaceuticals Division. Dr. Schwartz received his B.Sc. in Chemistry and Physics from Hebrew University, his M.Sc.
in Organic Chemistry from the Technion and his Ph.D. from the Weizmann Institute of Science. Dr. Schwartz also holds an additional
Ph.D. in history and philosophy of science from Hebrew University.
David Silberg has
been a Senior Advisor to us and Scopus Israel since October 2018. Since 2000, Mr. Silberg has served as Managing Director of
Mercator Research Ltd., a business, financial and strategic advisory firm. Until 2009, Mercator Research served as the representative
in Israel for Mercator Capital, a cross-border private equity and investment banking firm. Mr. Silberg was responsible for developing
Mercator’s principal and investment banking activities in Israel, including business development with Israel’s leading technology
companies and venture capital firms. For more than 25 years prior to founding Mercator, Mr. Silberg held various positions
in the Office of the Prime Minister of Israel, reaching the rank of Head of Directorate, a position equivalent to Brigadier General.
While in the Prime Minister’s Office, Mr. Silberg was responsible for, among other things, high level legal, diplomatic, financial
and defense assignments and played an active role in the peace negotiations between various Israeli Prime Ministers and the Heads of
State of certain Arab countries, culminating in the 1994 Middle East peace agreements. In connection with these breakthrough achievements,
Mr. Silberg was awarded a Distinction of Honor from the Israeli Prime Minister’s Office. Mr. Silberg received an LL.B.
degree from Tel-Aviv University Law School and an M.A., with honors, from the Haifa University. Mr. Silberg is also
a graduate of the IDF National Defense College and of the Advanced Management Program of the INSEAD Business School in Fontainebleau,
France.
Composition of our Board of Directors
Effective as of April
28, 2023, our Board is comprised of six members. In accordance with our certificate of incorporation, our Board is divided into
three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms
then expire will be elected to serve until the annual meeting that is three years following the election. The terms of the Class A,
Class B and Class C directors expire at the 2024, 2022 and 2023 annual meetings of stockholders, respectively. Our directors are
divided among the three classes as follows:
Class A: Raphael Hofstein, Ph.D.
Class B: Joshua R. Lamstein and David A. Buckel
Class C: Ira Scott Greenspan,
Robert J. Gibson, and David Weild IV
Our certificate of incorporation
provides that the authorized number of directors comprising our Board shall be fixed by a majority of the total number of directors.
Any additional directorships resulting from an increase in the number of directors will be distributed among the classes as nearly equally
as possible. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation
or removal. There are no family relationships among any of our directors or executive officers.
Director Independence
and Board Committees
Our Board is comprised of three independent directors as such term
is defined or generally understood, including a person other
than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of
the company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities
of a director. Our Board maintains audit, compensation and nominating committees, all of which are comprised solely
of independent directors. Our Board also maintains an executive committee.
Audit Committee
Our Audit Committee is currently
comprised of Messrs. Buckel and Weild and Dr. Hofstein, each of whom is an independent director. Mr. Buckel is the Chair of the Audit
Committee. The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
• reviewing and discussing with
management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial
statements should be included in our Form 10-K;
• discussing with management and
the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial
statements;
• discussing with management major
risk assessment and risk management policies;
• monitoring the independence
of the independent auditor;
• verifying the rotation of the
lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the
audit as required by law;
• inquiring and discussing with
management our compliance with applicable laws and regulations;
• pre-approving all audit services
and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
• appointing or replacing the
independent auditor;
• determining the compensation
and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
• establishing procedures for
the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which
raise material issues regarding our financial statements or accounting policies;
• monitoring compliance with the
company's Code of Business Conduct and Ethics (the “Code”), to investigate any alleged breach or violation of the Code, and
to enforce the provisions of the Code; and
• reviewing, approving and overseeing any transaction between
the company and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations
on an ongoing basis, in accordance with company policies and procedures, and developing policies and procedures for the Audit Committee's
approval of related party transactions.
Financial Experts on Audit Committee
The Audit Committee will at
all times be composed exclusively of directors who are “financially literate” as such term is defined or generally understood,
including being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement
and cash flow statement. All of the members of the Audit Committee have employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.
Each of Messrs. Buckel and Weild and Dr. Hofstein qualifies as an “audit committee financial expert,” as defined under rules
and regulations of the SEC.
Compensation Committee
Our Compensation Committee
is currently comprised of Dr. Hofstein and Mr. Buckel, each of whom is an independent director.
Dr. Hofstein is the Chair of the Compensation Committee. The Compensation Committee’s duties, which are specified in our Compensation
Committee Charter, include, but are not limited to:
• reviewing and approving on an
annual basis the corporate goals and objectives relevant to our executive officers and evaluating our executive officers’ performance
in light of such goals and objectives;
• reviewing and approving the
compensation of all of our executive officers (including through our management services agreements described below);
• reviewing our executive compensation
policies and plans;
• implementing and administering
our incentive compensation equity-based remuneration plans;
• assisting management in complying
with our proxy statement and annual report disclosure requirements;
• approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
• if required, producing a report
on executive compensation to be included in our annual proxy statement; and
• reviewing, evaluating, and recommending
changes, if appropriate, to the remuneration for directors.
Nominating Committee
Our Nominating Committee is
comprised of Mr. Weild and Dr. Hofstein, each of whom is an independent director. Mr. Weild is the Chair of the Nominating Committee.
The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. The Nominating
Committee considers persons identified by its members, management, stockholders, investment bankers and others.
The guidelines for selecting
nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
• should have demonstrated notable
or significant achievements in business, education, or public service;
• should possess the requisite
intelligence, education, and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives,
and backgrounds to its deliberations; and
• should have the highest ethical
standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
The Nominating Committee will consider a number
of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s
candidacy for membership on the Board. The Nominating Committee may require certain skills or attributes, such as financial or accounting
experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its
members to obtain a broad and diverse mix of board members. The Nominating Committee does not distinguish among nominees recommended
by stockholders and other persons.
Executive Committee
We maintain an Executive
Committee of the Board, which consists of Messrs. Greenspan, Lamstein and Gibson. Mr. Greenspan is the Chair of the Executive Committee.
The role of the executive committee includes, but is not limited to, implementing the Board’s fiduciary, strategic, and other plans,
policies, and decisions consistent with the company’s vision, mission, and guiding principles. The Executive Committee assists
the company in decision making between meetings of the Board or in circumstances where the full Board may not be immediately available,
and any such decisions will be reviewed at the next regularly scheduled or special board meeting, as the case may be. The Executive Committee
can act on behalf of the entire Board, except with respect to any matters that (1) are expressly delegated to other committees of the
Board, (2) are under active review by the Board or another committee of the Board, unless the Board specifically authorizes such action,
or (3) under General Corporation Law of the State of Delaware, the company’s certificate of incorporation or amended and restated
by-laws (“By-laws”), cannot be delegated by the Board to a committee of the Board.
Code of Business Conduct and Ethics
We have adopted a code of
business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial
reporting. Our Code is available on our website www.scopusbiopharma.com. We expect that any amendments
to the Code, or any waivers of its requirements, will be disclosed on our website.
Deliquent Section 16(a)
Reports
Section 16(a) of the
Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity
securities to file various reports with the SEC concerning their holdings of, and transactions in, securities we issued. Each such
person is required to provide us with copies of the reports filed. Based on a review of the copies of such forms furnished to us and
other information, we believe that our current officers and directors, including affiliates, (none of which is an owner of 10% of any class of our registered securities)
reported transactions in such securities on a timely basis, other than relating to warrant exchanges previously disclosed and reflected
in Item 12 hereof.
Item 11. Executive Compensation.
Summary Compensation Table
The following table sets
forth the compensation paid or accrued during the fiscal years ended December 31, 2022 and 2021, respectively, to our named
executive officers.
| Name and Principal Position |
|
Year |
|
|
Salary |
|
|
Bonus |
|
|
Awards |
|
|
All Other
Compensation(1) |
|
|
Total |
|
| Joshua R. Lamstein |
|
|
2022 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
231,080 |
|
|
$ |
231,080 |
|
| Chairman (Principal Executive Officer) |
|
|
2021 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
213,060 |
|
|
$ |
213,060 |
|
| Robert J. Gibson |
|
|
2021 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
| Vice Chairman (Principal Financial and Accounting Officer) |
|
|
2020 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
| Ashish P. Sanghrajka |
|
|
2022 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
| Former President(2) |
|
|
2021 |
|
|
$ |
182,308 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
182,308 |
|
| Ira Scott Greenspan |
|
|
2022 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
| Executive Committee Chairman |
|
|
2021 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
| (1) |
For additional information relating to compensation matters, see “Narrative
to Summary Compensation Table,” below. |
| (2) |
Mr. Sanghrajka was terminated in July 2021. |
Narrative to Summary Compensation Table
Employment Agreements, Arrangements or Plans
For 2021 and 2022, the services
of Joshua R. Lamstein, Robert J. Gibson and Ira Scott Greenspan, our Chairman, Vice Chairman and Executive Committee Chairman, respectively,
were provided pursuant to a management services agreement (“MSA”) with HCFP/Portfolio Services LLC (“Portfolio Services
MSA”). Under the Portfolio Services MSA, we pay a monthly management services fee for executive management, financial and accounting
management, general advisory and administrative and other services. We paid or accrued management services fees under the Portfolio Services
MSA in the amounts of $600,000 in each of 2021 and 2022.
Ashish P. Sanghrajka was
compensated pursuant to an amended and restated employment agreement. Pursuant to such agreement, Mr. Sanghrajka received the
compensation as set forth in the table above until termination of his employment in July 2021. The amended agreement maintains in effect the confidentiality and restrictive covenants set forth in the
initial employment agreement.
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2022, there were no outstanding
equity awards to any executive officer.
Director Compensation
Each of our independent directors
receives annual director fees of $40,000. Audit Committee, Compensation Committee and Nominating Committee members each receive an additional
annual fee of $5,000. The chair of each of the Audit, Compensation and Nominating Committee receives an additional annual fee of $5,000.
We also reimburse directors for costs incurred in attending board and committee meetings. The table below summarizes compensation paid
and/or accrued for service as a director for the year ended December 31, 2022.
| Name |
|
Director
Fees |
|
|
Stock
Awards |
|
|
Option
Awards |
|
|
All Other
Compensation |
|
|
Total |
|
| David A. Buckel |
|
$ |
55,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
55,000 |
|
| Raphael Hofstein, Ph.D. |
|
$ |
41,333 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
41,333 |
|
| David Weild IV |
|
$ |
55,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
55,000 |
|
2018 Equity Incentive Plan
On September 24, 2018,
our Board and stockholders adopted our 2018 Equity Incentive Plan, or the stock plan. The stock plan is designed to enable us to
offer our employees, officers, directors, and consultants whose past, present and/or potential contributions to us have been, are or
will be important to our success, an opportunity to acquire a proprietary interest in us. The various types of incentive awards that
may be provided under the stock plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting
regulations and the size and diversity of our business. The stock plan, as amended, authorizes the issuance of 2,400,000 shares of
common stock in accordance with the stock plan’s terms. As of April 28, 2023, 600,000 shares of common stock are reserved for
outstanding options under the stock plan. As a result of an insufficient number of authorized shares, no shares of common stock are
currently reserved relating to the additional 1,800,000 shares authorized under the stock plan. Such shares were required to enable
the company to effect certain financing transactions. Until any increase in the number of authorized shares of common stock is
approved by the company’s stockholders, we will be constrained in our ability to issue shares of our common stock,
including relating to the stock plan.
Subject to the foregoing,
under the stock plan our officers, directors, employees, and consultants, as well as those of our subsidiaries, are eligible to be granted
awards under the stock plan. An incentive stock option may be granted under the stock plan only to a person who, at the time of the grant,
is an employee of ours or our subsidiaries. All awards are subject to approval by the Board.
Administration
The stock plan is administered
by our Board. Subject to the provisions of the stock plan, the Board determines, among other things, the persons to whom from time to
time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any
restrictions or limitations on the awards, and any vesting, exchange, deferral, surrender, cancellation, acceleration, termination, exercise
or forfeiture provisions related to the awards.
Stock Subject to the Plan
Shares of stock subject to
other awards that are forfeited or terminated will be available for future award grants under the stock plan. Shares of common stock
that are surrendered by a holder or withheld by the company as full or partial payment in connection with any award under the stock plan,
as well as any shares of common stock surrendered by a holder or withheld by the company or one of its subsidiaries to satisfy the tax
withholding obligations related to any award under the stock plan, shall not be available for subsequent awards under the stock plan.
Under the stock plan, on
a change in the number of shares of common stock as a result of a dividend on shares of common stock payable in shares of common stock,
common stock forward split or reverse split or other extraordinary or unusual event that results in a change in the shares of common
stock as a whole, the terms of the outstanding award will be proportionately adjusted.
Eligibility
Awards may be granted under
the stock plan to employees, officers, directors, and consultants who are deemed to have rendered, or to be able to render, significant
services to us and who are deemed to have contributed, or to have the potential to contribute, to our success.
Types of Awards
Options. The stock
plan provides both for “incentive” stock options as defined in Section 422 of the Internal Revenue Code (the “Code”)
and for options not qualifying as incentive options, both of which may be granted with any other stock based award under the stock plan.
The board determines the exercise price per share of common stock purchasable under an incentive or non-qualified stock option, which
may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of common stock.
However, the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined voting power
of all classes of stock may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all
shares of common stock with respect to which incentive stock options are exercisable by a participant for the first time during any calendar
year, measured at the date of the grant, may not exceed $100,000 or such other amount as may be subsequently specified under the Code
or the regulations thereunder. An incentive stock option may only be granted within a ten-year period commencing on September 24, 2018
and may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option
granted to a person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all
classes of our stock. Subject to any limitations or conditions the board may impose, stock options may be exercised, in whole or in part,
at any time during the term of the stock option by giving written notice of exercise to us specifying the number of shares of common
stock to be purchased. The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the
agreement, in our securities or in combination of the two.
Generally, stock options
granted under the stock plan may not be transferred other than by will or by the laws of descent and distribution and all stock options
are exercisable during the holder’s lifetime, or in the event of legal incapacity or incompetency, the holder’s guardian,
or legal representative. If the holder is an employee, no stock options granted under the stock plan may be exercised by the holder unless
he or she is employed by us or a subsidiary of ours at the time of the exercise and has been so employed continuously from the time the
stock options were granted. However, in the event the holder’s employment is terminated due to disability, the holder may still
exercise his or her vested stock options for a period of 12 months or such other greater or lesser period as the board may determine,
from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter. Similarly,
should a holder die while employed by us or a subsidiary of ours, his or her legal representative or legatee under his or her will may
exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or her death, or such other
greater or lesser period as the board may determine or until the expiration of the stated term of the stock option, whichever period
is shorter. If the holder’s employment is terminated due to normal retirement, the holder may still exercise his or her vested
stock options for a period of 12 months from the date of termination or until the expiration of the stated term of the stock option,
whichever period is shorter. If the holder’s employment is terminated for any reason other than death, disability or normal retirement,
the stock option will automatically terminate, except that if the holder’s employment is terminated without cause, then the portion
of any stock option that is vested on the date of termination may be exercised for the lesser of three months after termination
of employment, or such other greater or lesser period as the board may determine but not beyond the balance of the stock option’s
term.
Stock Appreciation Rights.
Under the stock plan, stock appreciation rights may be granted to participants who have been, or are being, granted stock options
under the stock plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price
in cash or without regard to the grant of options. A stock appreciation right entitles the holder to receive an amount equal tote excess
of the fair market value of a share of common stock over the grant price of the award which cannot be less than the fair market value
of a share at the time of grant.
Restricted Stock.
Under the stock plan, shares of restricted stock may be awarded either alone or in addition to other awards granted under the stock plan.
The board determines the persons to whom grants of restricted stock are made, the number of shares to be awarded, the price if any to
be paid for the restricted stock by the person receiving the stock from us, the time, or times within which awards of restricted stock
may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted
stock awards.
Restricted stock awarded
under the stock plan may not be sold, exchanged, assigned, transferred, pledged, encumbered, or otherwise disposed of, other than to
us, during the applicable restriction period. In order to enforce these restrictions, the stock plan provides that all shares of restricted
stock awarded to the holder remain in our physical custody until the restrictions have terminated and all vesting requirements with respect
to the restricted stock have been fulfilled. Except for the foregoing restrictions, the holder will, even during the restriction period,
have all of the rights of a stockholder, including the right to receive and retain all regular cash dividends and other cash equivalent
distributions as we may designate, pay, or distribute on the restricted stock and the right to vote the shares.
Other Stock-Based Awards.
Under the stock plan, other stock-based awards may be granted, subject to limitations under applicable law, that are denominated
or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent
with the purposes of the stock plan. These other stock-based awards may be in the form of deferred stock awards and stock issued in lieu
of bonuses. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria.
These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the stock plan.
Other Limitations.
The board may not modify or amend any outstanding option or stock appreciation right to reduce the exercise price of such option or stock
appreciation right, as applicable, below the exercise price as of the date of grant of such option or stock appreciation right.