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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On
April 9,2021, Winson Sze Chun Ho resigned from the Company’s Board of Directors (the “Board”) to focus on clinical
and pre-clinical cancer research in academic medicine. Dr Ho’s decision to resign from the Board was not due to any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices. At a Board meeting on April 9, 2021
(the “Board Meeting”), the Board appointed Dr. Stephen Forman, a current independent Board member, to replace Dr. Ho as a
member of the Audit Committee
At
the Board Meeting, the Board appointed Gil N Schwartzberg to fill the vacancy created by Dr. Ho’s resignation. Mr.
Schwartzberg has been a consultant to the Company since its founding. Previously, Mr. Schwartzberg was Chairman of the Board,
President and Chief Executive Officer of the City of Hope National Medical Center, one of the nation’s leading biomedical
research and treatment facilities and a National Cancer Institute (NCI) Comprehensive Cancer Center. Mr. Schwartzberg is the only
person in the hundred-plus-year history of City of Hope to have served as both Chairman of the Board and Chief Executive Officer.
Mr. Schwartzberg is now City of Hope Chairman Emeritus for life.
Prior
to his joining the City of Hope, Mr. Schwartzberg was Vice Chairman of the Board of Directors of Sterling Bank of Los Angeles, of which
he was a founder, and where he served for many years as the Chairman of the Loan Committee until the bank’s sale. Additionally,
Mr. Schwartzberg was a founding shareholder of Skechers USA, Inc. (NYSE: SKX). Mr. Schwartzberg is currently a consultant to Skechers
and both trustee and co-trustee of trusts that hold the controlling interest in Skechers USA, Inc. Mr. Schwartzberg earned a Juris Doctorate
awarded magna cum laude. Mr. Schwartzberg practiced law, specializing in business structure and transactions, and remains a member
in good standing of the California Bar.
At
the Board Meeting, the Board approved the following compensation for the Board’s outside directors (the “Board Package”).
Cash
Compensation (payable quarterly):
Base
director compensation - $20,000 per year
Chairman
of audit committee - additional $10,000 per year
Chairman
of any other committees - additional $5,000 per year
Member
of audit committee - additional $5,000 per year
Member
of any other committees - additional $2,500 per year
Equity Compensation:
Appointment
of new director – options for 250,000 shares of common stock, exercisable at closing market price on date of grant for a period
of five years, vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end
until fully vested.
Annual
grant of stock options to outside directors (commencing during calendar 2021) – options to purchase 100,000 shares of common stock
at the closing market price on the earlier of the date of the annual meeting of shareholders or the last business day of the month ending
June 30, vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested.
Pursuant
to the adoption of the Board Package, Mr. Schwartzberg was granted options exercisable for a period of five years to purchase 250,000
shares of the Company’s common stock at an exercise price of $3.20 per share vesting as set forth above.
At
the Board Meeting, the Board approved an increase in annual compensation to each of Robert Weingarten, the Company’s Chief Financial
Officer, Dr. James Miser, the Company’s Chief Medical Officer, and Eric Forman, the Company’s Chief Administrative Officer,
to $175,000 effective May 1, 2021.