Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our
disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2020. In designing and evaluating our disclosure controls and procedures, our
management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2020, our disclosure controls and procedures were effective to
provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms,
and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
Our management, including our principal executive and principal financial officer, has evaluated any changes in our internal control over
financial reporting that occurred during the three months ended June 30, 2020, and has concluded that there was no change that occurred during the three months ended June 30, 2020 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management, with the participation of our principal executive and principal financial officer, conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that
our internal control over financial reporting was effective as of June 30, 2020.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is
required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
We are an emerging
growth company and a smaller reporting company, and therefore our independent registered public accounting firm has not and is not required to issue issued a report on the effectiveness of internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The
following table sets forth information covering our current directors and executive officers.
Name
Age
Position
Jerel Banks
45
Chief Executive Officer, Director
Megan Boston
48
Executive Director, Director
J. Kevin Buchi(1)(2)(3)
65
Director
Peter Francis(1)(2)(3)
64
Director
Edward Smith (1)(2)(3)
49
Director
(1)
Member of the audit committee.
(2)
Member of the compensation committee.
(3)
Member of the nominating and corporate governance committee.
Dr. Jerel Banks has been a Director since October 2016, Chairman of our Board since October
2017 and Chief Executive Officer since June 2018. Dr. Banks was formerly the Chief Investment Officer of Nant Capital, LLC our deemed affiliate. Prior to joining Nant Capital, LLC, Dr. Banks served as vice president, portfolio manager and
research analyst for the Franklin Biotechnology Discovery Fund at Franklin Templeton Investments from 2012 to 2015. Prior to his tenure at Franklin Templeton Investments, he worked as a biotechnology senior equity research analyst at Sectoral Asset
Management from 2011 to 2012. From 2008 to 2011, Dr. Banks worked as a biotechnology equity research analyst at Apothecary Capital, the healthcare investment management team for the family investment office of the Bass Family of Fort Worth,
Texas. Dr. Banks began his career in investment management as a healthcare equity research associate at Capital Research Company where he was a member of the equity research team from 2006 to 2008. Dr. Banks earned an M.D. from the Brown
University School of Medicine and a Ph.D. in Organic Chemistry from Brown University, and he holds an A.B. in Chemistry from Princeton University.
Dr. Banks experience in the healthcare industry and finance provides valuable experience and guidance to the Board.
Megan Boston has previously been Chief Executive Officer and Managing Director of several companies, including entities listed
on the Australian Stock Exchange. With over 13 years of experience, Ms. Boston has been a director across a range of industries where she chaired company boards as well as board sub-committees
particularly in the area of finance and risk management. Specifically, Ms. Boston has been a Director of Benitec since August 2016 and Executive Director since June 2018. From 2014 until joining Benitec, Ms. Boston was CEO of listed
companies on the Australian Stock Exchange, Omni Market Tide Ltd and Rision Ltd. Previously, Ms. Boston held senior executive roles at various banking institutions in the area of risk and compliance, as well as working for
PricewaterhouseCoopers. Ms. Boston holds a Bachelor of Commerce and is an Australian Chartered Accountant. Ms. Boston has also completed the company directors course diploma administered by the Australian Institute of Company Directors.
We believe Ms. Bostons operational and financial infrastructure experience gives her the necessary skills and qualifications
to serve as a member of the Board.
J. Kevin Buchi has been a Director since April 2013. Mr. Buchi previously served as
Chief Executive Officer of BioSpecifics Technologies Corp. and of TetraLogic Pharmaceuticals Corporation. Mr. Buchi served as Chief Executive Officer of Cephalon, Inc., or Cephalon, from December 2010 through its acquisition by Teva Pharmaceutical
Industries Ltd in October 2011. After the acquisition Mr. Buchi served as Corporate Vice
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President, Global Branded Products of Teva Pharmaceuticals Industries Ltd. Mr. Buchi joined Cephalon in 1991 and held various positions, including Chief Operating Officer, from January 2010 to
December 2010, Chief Financial Officer and Head of Business Development prior to being appointed Chief Executive Officer. Mr. Buchi is also on the board of directors of Amneal Pharmaceuticals, Inc. (NYSE: AMRX) and Dicerna Pharmaceuticals, Inc.
(Nasdaq: DRNA. Mr. Buchi has a B.A. in chemistry from Cornell University and a Masters in Management from Kellogg Graduate School of Management at Northwestern University. He is also a Certified Public Accountant.
Based on his broad executive experience in the biotechnology industry, we believe Mr. Buchi has the appropriate skills and qualifications
to serve on the Board.
Peter Francis has been a director since February 2006 and was previously Chairman of the Board until
October 2017. Since 1993, Mr. Francis has been a partner at Francis Abourizk Lightowlers, a firm of commercial and technology lawyers with offices in Melbourne, Australia. He is a legal specialist in the areas of intellectual property and
licensing and provides legal advice to corporations and research bodies. Mr. Francis completed his studies in law and jurisprudence at Monash University.
Based on his substantive intellectual property background and experience with our company, we believe Mr. Francis has the appropriate
skills and qualifications to serve on the Board.
Edward Smith has been a director since April 2020. Edward brings more
than 20 years of experience in executive finance and operations leadership in the biotechnology industry to our Board. Mr. Smith currently serves as the Chief Financial Officer of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a
clinical-stage pharmaceutical company focused on developing and commercializing innovative therapeutics to treat patients suffering from rare seizure disorders. Prior to the start of his tenure at Marinus Pharmaceuticals in 2013, Mr. Smith
served as the CFO of PolyMedix, Inc., and before his time at PolyMedix, Inc. he served as the executive director of finance at InKine Pharmaceutical Company, Inc.
Based on his extensive finance and operations background in the biotechnology industry, we believe Mr. Smith has the appropriate skill
and qualifications to serve on the Board.
There are no family relationships among any of our directors or executive officers and no
arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management was selected as such, except Dr. Banks was appointed by Nant Capital as a Director in
October 2016 following the acquisition by Nant Capital, LLC of 19.9% of Benitecs then-outstanding ordinary shares.
The business
addresses for each of our directors and executive officers is 3940 Trust Way, Hayward, California 9454.
Classified Board of Directors
The Companys business and affairs are managed under the direction of the Board. The Board currently consists of five directors,
comprising the Companys Chief Executive Officer, Executive Director and three outside directors. The Board has determined that five directors, three of whom are independent, is the appropriate size for the Company. The number of directors is
fixed from time to time by resolution of the Board pursuant to the Companys amended and restated certificate of incorporation (the Certificate).
Each of the Companys current directors will continue to serve as a director until the election and qualification of his or her
successor, or until his or her earlier death, resignation, or removal.
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The Companys Certificate provides that the Board is divided into three classes with
staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms. The Board is designated as follows:
Mr. Smith is a Class I director, and his initial term will expire at the annual meeting of stockholders
to be held in 2020;
Messrs. Buchi and Francis are Class II directors, and their initial terms will expire at the annual meeting
of stockholders to be held in 2021; and
Mr. Banks and Ms. Boston are Class III directors, and their terms will expire at the annual
meeting of stockholders to be held in 2022.
Any additional directorships resulting from an increase in the number of
directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Companys directors.
Board Committees
The Board currently
has, and appoints the members of, a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of those committees has a written charter approved by the Board. The current charter for each standing
Board committee is posted under Governance in the Investor Relations section of the Companys website, www.benitec.com.
The Board determined that each of Messrs. Buchi, Francis and Smith is independent under the Nasdaq listing standards, and Rule 10A-3 under the Exchange Act. Pursuant to Rule 10A-3(b)(1)(iv)(A)(2) under the Exchange Act, the Companys audit committee consists entirely of independent directors.
Audit Committee : Messrs. Buchi (Chairman), Francis and Smith. The purpose of the Audit Committee is to assist the board in
fulfilling its oversight responsibilities with respect to (i) the integrity of the Companys financial statements, (ii) the Companys compliance with legal and regulatory requirements, and (iii) the independent
auditors qualifications, independence and performance. The Audit Committee is also responsible for preparing a report to be included in the Companys annual proxy statement, advising and consulting the management and the Board regarding
the Companys financial affairs, and appointing, overseeing and approving compensation for the work of the Companys independent auditors.
Our Board has determined that Messrs. Buchi, Francis and Smith each meet the independence requirements of Rule
10A-3 under the Exchange Act and the applicable Nasdaq rules. Our Board has determined that Mr. Smith is an audit committee financial expert as defined by applicable SEC rules and has the
requisite financial sophistication as defined under the applicable Nasdaq rules.
Compensation Committee : Messrs. Francis
(Chairman), Buchi and Smith. The Compensation Committee establishes and administers the Companys policies, programs and procedures for compensating and providing benefits to its executives and Board. The Committees responsibilities
specifically include reviewing and approving the goals and objectives relevant to the chief executive officers and other executive officers compensation, evaluating the performance of the chief executive officer and other executive
officers in light of those goals and objectives, and making recommendations to the Board with respect to non-employee director compensation. The Committee is also responsible for making recommendations to the
Board with respect to incentive-compensation plans and equity-based plans.
Nominating and Corporate Governance Committee :
Messrs. Francis (Chairman), Buchi and Smith. The Nominating and Corporate Governance Committee manages all aspects of the governance of the Companys Board. The Committees responsibilities include identifying individuals qualified to
become members of the Board, recommending candidates to fill Board vacancies and newly created director positions, recommending
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whether incumbent directors should be nominated for re-election upon the expiration of their terms, recommending corporate governance guidelines applicable
to the Board and to the Companys employees, overseeing the evaluation of the Board and its committees, and assessing and recommending Board members to the Board for committee membership.
Compensation Committee Interlocks and Insider Participation
No member of our compensation committee is or has been our current or former officer or employee. None of our executive officers served as a
director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended
June 30, 2020.
Code of Ethics and Business Conduct
We have established a Code of Ethics and Business Conduct as of April 14, 2020, which sets out the standards of behavior that apply to
every aspect of our dealings and relationships, both within and outside the company. The following standards of behavior apply to all directors, executive officers and employees of the company:
comply with all laws that govern us and our operations;
act honestly and with integrity and fairness in all dealings with others and each other;
avoid or manage conflicts of interest;
use our assets responsibly and in the best interests of the company; and
be responsible and accountable for our actions.
The Code of Ethics and Business Conduct is available on our website at www.benitec.com. Any amendments made to the Code of Ethics and Business
Conduct will also be available on our website, within four business days of any such amendment.
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Item 11. Executive Compensation.
EXECUTIVE COMPENSATION
As an emerging growth company and a smaller reporting company we have opted to comply with the scaled executive
compensation disclosure rules applicable to smaller reporting companies.
Our named executive officers, or our
NEOs, for the fiscal year ended June 30, 2020 were Dr. Jerel A. Banks, our Executive Chairman and Chief Executive Officer, and Megan Boston, our Executive Director.
The discussion of our compensation program prior to the completion of the Re-domiciliation reflects
the compensation program of Benitec Limited, and of the Company for periods following the completion of the Re-domiciliation. This discussion may contain forward-looking statements that are based on our
current plans, considerations, expectations and determinations regarding future compensation programs.
Summary Compensation Table
The following table sets forth information regarding compensation earned by our NEOs during the fiscal year ended June 30, 2020 and the
fiscal year ended June 30, 2019:
Named Executive Officer and
Principal Position
Fiscal
Year
Salary
($) (1)
Bonus
($) (2)
Option
Awards
($)
All Other
Compensation
($)
Total
($) (7)
Dr. Jerel A. Banks, M.D. Ph.D.
2020
400,000
(2)
31,704
(5)
431,704
Executive Chairman and Chief Executive
Officer
2019
400,000
200,000
15,296
(5)
615,296
Megan Boston
2020
221,430
(2)
16,775
(6)
238,205
Executive Director
2019
185,543
117,975
(4)
74,737
(3)
16,463
(6)
394,718
(1)
Ms. Bostons salary was paid in Australian dollars and has been converted to U.S. dollars using a
conversion rate of A$1.00 to $0.671, and A$1.00 to $0.715, for the fiscal years ended June 30, 2020 and June 30, 2019, respectively.
(2)
Amounts reflect cash bonuses awarded to the NEOs after review by the Remuneration Committee of the board of
directors of Benitec Limited (the Remuneration Committee), and individual performance for the prior fiscal year. The amount of cash bonuses earned in respect of the fiscal year ended June 30, 2020 is not calculable through the
latest practicable date. The Compensation Committee expects to determine such bonuses in November 2020, and the amounts of these bonuses will be disclosed in a filing by the Company in a Current Report on Form
8-K under Item 5.02(f) once the amounts are determined.
(3)
Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the
fiscal year ended June 30, 2020, computed in accordance with FASB ASC Topic 718. For further information on how we account for stock-based compensation, see Note 11 to the Companys consolidated financial statements for the year ended
June 30, 2020 included in this Annual Report. These amounts reflect the Companys accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the NEOs.
(4)
Ms. Bostons performance-based cash bonus was paid in Australian dollars and has been converted to
U.S. dollars using a conversion rate of A$1.00 to $0.715.
(5)
Amounts reflect company-paid health and life insurance premiums.
(6)
Amounts reflect the Companys compulsory contributions to Ms. Bostons superannuation account.
The superannuation contributions were paid in Australian dollars and were converted to U.S. dollars using a conversion rate of A$1.00 to $0.671, and A$1.00 to $0.715, for the fiscal years ended June 30, 2020 and June 30, 2019,
respectively.
(7)
The amounts reported in this table include compensation paid by Benitec Limited prior to the completion of the Re-domiciliation.
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Narrative Disclosure to Summary Compensation Table
Annual Base Salary
We use base
salaries to recognize the experience, skills, and responsibilities required of all of our employees, including our NEOs. Base salaries are reviewed annually by our Board. For the year ended June 30, 2020, the annual base salaries for each of
Dr. Banks and Ms. Boston were $400,000 and A$330,000 ($221,430) (Ms. Bostons salary has been converted using a conversion rate of A$1.00 to $0.671), respectively.
Bonus Compensation
We have
awarded our NEOs annual discretionary bonuses. Prior to the completion of the Re-domiciliation, the Remuneration Committee determined the amount of any annual discretionary bonus payment following the
completion of the applicable fiscal year, based on Benitec Limiteds overall performance and the achievement of key strategic objectives. For fiscal year 2019, performance bonuses were based on achieving certain clinical, development and
operational milestones. The actual annual cash bonuses awarded to our NEOs for fiscal year 2019 performance are set forth above in the Summary Compensation Table in the column titled Bonus. For the fiscal year ended
June 30, 2020, the annual discretionary bonuses are not calculable through the latest practicable date. The Compensation Committee expects to determine such bonuses in November 2020, and the amounts of these bonuses will be disclosed in a
filing by the Company in a Current Report on Form 8-K under Item 5.02(f) once the amounts are determined.
Equity or Equity-Linked Incentive Awards
Although we do not have a formal policy with respect to the grant of equity incentive awards to our NEOs, we believe that equity grants provide
our NEOs with a strong link to our long-term performance, create an ownership culture and help to align the interests of our NEOs and our shareholders. In addition, we believe that equity grants with a time-based vesting feature promote executive
retention because this feature incentivizes our NEOs to remain in our employment during the vesting period. The equity awards held by our NEOs are described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.
Employment Agreements with our NEOs.
We are a party to employment agreements with each of our NEOs. These employment agreements provide for at will employment and may
be terminated at any time.
Employment Agreement with Dr. Jerel A. Banks, M.D. Ph.D.
In September 2018, Tacere Therapeutics, Inc., a subsidiary of the Company, entered into an employment agreement with Dr. Banks setting
forth the terms of his employment as Executive Chairman and Chief Executive Officer of Benitec Limited. In connection with the Re-domiciliation, Dr. Banks was appointed Executive Chairman and Chief
Executive Officer of the Company. The agreement provides for Dr. Banks employment and sets forth his (i) annual base salary, (ii) discretionary annual bonus, (iii) eligibility to participate in employee benefit plans,
(iv) eligibility for accrued paid vacation, (v) expense reimbursements in accordance with Company policy, (vi) eligibility to participate in the Companys Share Option Plan (as defined below), (vii) post-employment obligations to
refrain from soliciting our employees for one year following the end of employment, and (viii) certain non-disparagement obligations. Dr. Banks employment agreement also provides for
confidentiality of information and ownership of proprietary property restrictions.
Pursuant to the employment agreement,
Dr. Banks employment is at will and can be terminated at any time. However, the Company must provide Dr. Banks with at least six months prior notice (or pay in lieu of notice) prior to any termination.
Dr. Banks may terminate his employment on no fewer than six months prior written notice to the Company.
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Notwithstanding any provisions in the employment agreement, the Company may terminate
Dr. Banks employment immediately without prior notice to Dr. Banks if he (a) commits any serious or persistent breach of any of the provisions of the employment agreement, (b) commits any act of willful or serious
misconduct or negligence in the discharge of his duties, (c) becomes of unsound mind or under the control of any committee or officer under any law relating to mental health, (d) is convicted of a felony, which in our reasonable opinion
affects Dr. Banks position, or (e) becomes permanently incapacitated by accident or illness from performing duties under the employment agreement for a period aggregating more than three months in any
six-month period, or for any period beyond three consecutive months.
Employment Agreement with Megan Boston
In July 2018, Benitec Limited entered into an employment agreement with Megan Boston for the position of Executive Director. In
connection with entering into the employment agreement, Ms. Boston ceased serving as a non-executive director of the Company. Ms. Boston remains on the Board as an executive director. The employment
agreement provides for Ms. Bostons employment and sets forth her (i) annual base salary, (ii) discretionary annual bonus, (iii) superannuation contribution, (iv) eligibility for accrued paid vacation, (v) expense
reimbursements in accordance with Company policy, and (vi) post-employment obligations to refrain from soliciting our employees for one year following the end of employment. Ms. Bostons employment agreement also provides for
confidentiality of information and ownership of proprietary property restrictions.
Pursuant to the employment agreement,
Ms. Bostons employment is at will and can be terminated at any time However, the Company must provide Ms. Boston with at least six months prior notice (or pay in lieu of notice) prior to any termination.
Ms. Boston may terminate her employment on no fewer than six months prior written notice.
Notwithstanding any provisions in
the employment agreement, the Company may terminate Ms. Bostons employment immediately without prior notice to Ms. Boston if she (a) commits any serious or persistent breach of any of the provisions of the employment agreement,
(b) commits any act of willful or serious misconduct or negligence in the discharge of her duties, (c) becomes bankrupt or makes any arrangement or composition with her creditors, (d) becomes of unsound mind or under the control of
any committee or officer under any law relating to mental health, (e) is convicted of any criminal offense other than an offense which in our reasonable opinion does not affect Ms. Bostons position, or (f) becomes permanently
incapacitated by accident or illness from performing her duties under the employment agreement for a period aggregating more than three months in any six-month period, or any period beyond three consecutive
months.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding outstanding equity or equity-linked awards for each of our NEOs as of June 30, 2020.
Option Awards (1)
Named Executive Officer
Grant Date
Number of
Securities
Underlying
Unexercised
Options
(#)Exercisable
Number of Securities
Underlying
Unexercised
Options
(#)Unexercisable
Option Exercise
Price
($)
Option
Expiration
Date
Dr. Jerel A. Banks, M.D. Ph.D.
6/26/2018
(2)
22,222
11,111
50.73
6/26/2023
Executive Chairman and Chief Executive Office r
Megan Boston
3/12/2019
(2)
5,555
11,111
42.33
3/12/2024
Executive Director
(1)
All of the awards in this table were granted under the Share Option Plan, the terms of which are described
below under Equity Incentive Compensation PlansShare Option Plan. The share amounts and
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exercise prices of the awards shown in this table have been adjusted to reflect the terms of the Re-domiciliation.
(2)
The shares subject to each of the option awards vest in substantially equal installments on each of the first,
second and third anniversaries of the grant date, generally subject to continued employment through the applicable vesting date.
Other Elements of Compensation
Other Benefits and
Perquisites
We offer participation in broad-based retirement, health and welfare plans to all of our colleagues, including our
NEOs.
We maintain a tax-qualified defined contribution retirement plan that provides eligible
U.S. employees (including Dr. Banks) with an opportunity to save for retirement on a tax-advantaged basis. Plan participants are eligible to defer eligible compensation subject to applicable annual
Internal Revenue Code limits. The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code with the 401(k) plans related trust intended to be tax exempt under Section 501(a) of the Internal Revenue
Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.
We contribute to the Australian superannuation scheme that provides eligible Australian employees (including Ms. Boston) with an
opportunity to save for retirement on a tax-advantaged basis. We pay superannuation in accordance with legislative requirements and our minimum contribution is set by legislation. We offer flexibility for
salary sacrifice to be added to the superannuation scheme and any actual increase in our contribution to the superannuation scheme is subject to legislative rules at the time.
Termination or Change in Control Benefits
The employment agreements with our NEOs provide for specified notice periods (or pay in lieu of notice) if the Company terminates the
employment of our NEOs under certain circumstances, as described above in the Employment Agreements with our NEOs section. Our NEOs are not eligible to receive any additional payments or benefits in connection with their termination of
employment or in connection with the Companys change in control.
Equity Incentive Compensation Plan
Benitec Officers and Employees Share Option Plan (Share Option Plan)
On the Implementation Date, the Re-domiciliation of Benitec Limited was completed, resulting
in the Company becoming the ultimate parent company of the Benitec group of companies (the Scheme). Pursuant to the Scheme, the Company assumed Benitec Limiteds obligations with respect to the settlement of options (the
Options) that were issued by Benitec Limited prior to the Implementation Date pursuant to the Share Option Plan. This includes the Companys assumption of the Share Option Plan and all award agreements pursuant to which each of
the Options were granted. Accordingly, any exercise of the Options (subject to vesting conditions being met) entitles the holder to one share of the Companys Common Stock for every 300 ordinary shares of Benitec Limited the holder of the
Option would have been entitled to receive upon exercise of such Option. The exercise price of the Options was also adjusted in connection with the Scheme. Other than as described above, the terms of the Share Option Plan and the Options
remained unchanged following the Implementation Date.
Following the Implementation Date, no new options or other equity awards will be
issued under the Share Option Plan. The Company intends to present a new equity incentive plan for approval by the Companys stockholders at the Companys next annual meeting of stockholders.
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The following summarizes the material terms of the Share Option Plan.
Administration . Our Board, or duly authorized persons, administers the Share Option Plan. Under the Share Option Plan, the Board has
power to determine appropriate procedures for administration consistent with the Share Option Plan.
Eligibility . The Share Option
Plan provides for an employee (including any director, a part-time employee or consultant) of the Company and its subsidiaries to be deemed an eligible employee by the Board (Eligible Employee).
Application for Options . The Board may from time to time, in its absolute discretion, issue written invitations to Eligible Employees
to apply for up to a specified number of Options. The invitation will include: (i) the method of calculation of the exercise price, (ii) the period or periods during which all or any of the Options may be exercised, (iii) the number
of shares over which the Option may be granted, (iv) the dates and times when the Options expire, (v) any Exercise Conditions (as defined in the Share Option Plan) that apply to the Options, and (vi) the date and time by which the
application for Options must be received by the Company. Upon receipt of the invitation the Eligible Employee must send the person identified by the Company to receive the application, the Eligible Employees completed application. The
application must be received from the Eligible Employee within a specified period listed in the invitation. The Eligible Employee may apply for the number of Options specified in the invitation or part thereof (but the application must be made in
multiples of 1,000 Options).
Authorized Shares . The maximum number of shares that may be issued pursuant to awards under Share
Option Plan, subject to certain adjustments is 5% of the current number the Companys ordinary shares.
Grant . Once the
Company has received and accepted the Eligible Employees application for Options, the Company may: (i) grant the Options to the Eligible Employee or (ii) procure the grant of the Options by a third party. The grant will be based on
the terms set out in the Share Option Plan and upon such additional terms and conditions as the Board determines. Options will have a maximum exercise period of seven years. Notwithstanding the above, following the Implementation Date, no new
options or other equity awards will be issued under the Share Option Plan.
Transferability . The invitation to receive Options is
not transferable and an Eligible Employee may only apply for the Options on his or her behalf and not on behalf of another person or entity unless that other person or entity is controlled by or otherwise associated with the Eligible Employee,
agrees to be bound by the Share Option Plan and the terms of issue of the Options as if it were an Eligible Employee, and is approved by the Board. The Option may be transferred or encumbered: (i) by force of law upon death to the
Participants legal personal representative, (ii) upon bankruptcy to the Participants trustee in bankruptcy, or (iii) with the prior written approval of the Board.
Termination of Employment . If a Participant (as defined in the Share Option Plan), who was an employee of the Company or one of its
subsidiaries, dies prior to exercising the Option or the Participant terminates employment by reason of Retirement (as defined in the Share Option Plan), the Board may exercise discretion to allow the Options to be exercised by the Participant for a
period of up to six months following the Participants termination due to death or retirement, even if certain Exercise Conditions had not been met. If a Participant, who was an employee of the Company or one of its subsidiaries, terminates
employment for any other reason, the Board may exercise discretion to allow the Options to be exercised by the Participant for a period of up to three months following the Participants termination of employment, even if certain Exercise
Conditions had not been met. If a Participant, who was an employee of the Company or one of its subsidiaries, dies prior to exercising the Option, the Participant terminates employment by reason of Retirement or terminates employment for any other
reason, and the Exercise Conditions have been met, the Participant may exercise the Options for a period up to 12 months following termination, with such period to be determined by the Board.
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Notwithstanding any of the foregoing, if, in the opinion of the Board, a Participant acts
fraudulently or dishonestly or is in breach of his or her obligations to the Company or any of its subsidiaries, then the Board of Directors may deem any unexercised Options held by the Participant to have lapsed.
Transactions . If a Takeover Bid (as defined in the Share Option Plan) is made or a Change in Control (as defined in the Share Option
Plan) occurs, the Board may (unless, in the opinion of the Board, an intention to make an equivalent offer to the Participants to acquire all or substantial portion of their Options is given) give written notice to each Participant of the Takeover
Bid or Change in Control. If a Takeover Bid is made or a Change in Control occurs after the Exercise Condition has been met, but before an Option has been exercised, the Option will be exercisable for a period of 30 days from the date of the notice.
If a Takeover Bid is made or a Change in Control occurs before an Exercise Condition has been met, the Board may determine that all or part of those Options will be exercisable for a period of 30 days from the date of the notice. The Board may also
exercise its discretion to permit the exercise of the Options upon certain other corporate transactions, including but not limited to the voluntary winding up of the Company, where an order is made for the compulsory winding up of the Company. If an
Acquiring Company (as defined in the Share Option Plan) obtains control of the Company as a result of a Takeover Bid, a Change in Control or a proposed scheme or arrangement between the Company and its shareholders, and both the Company and the
Acquiring Company agree, a Participant may upon the exercise of the Participants Options, the Participant may elect to acquire shares in the Acquiring Company or its parent, on substantially the same terms and subject to substantially the same
conditions as the Participant may exercise Options to acquire shares, but with appropriate adjustments to the number and kind of shares subject to the Options, as well as to the exercise price.
If the Company issues shares pro rata to the Companys shareholders by way of bonus issue, Participants will be entitled to exercise
Participants Options, to receive in addition to the shares in respect of which the Options are exercised and without the payment of any further consideration, an allotment of as many additional shares as would have been issues to a shareholder
who, on the date for determining entitlements under the bonus issue, held shares equal in number to the shares in respect of which the Options are exercised.
In the event of certain other transactions, including if shares are offered pro rata for subscription by the Companys shareholders or
upon the reorganization of the Company, the number of Options to which each Participant is entitled to or the exercise price of the Options or both as appropriate will be adjusted.
Plan Amendment. Our Board may amend the Share Option Plan at any time. However, no amendment to the Share Option Plan or the Options
may be made which reduces the rights of Participants in respect of Options granted to them prior to the date of the amendment, other than in certain limited situations.
III-10
Table of Contents
DIRECTOR COMPENSATION
The following table shows the total compensation paid to the Companys directors for the year ended June 30, 2020.
Name
Fees Earned
or Paid in
Cash
($) (2)
All Other
Compensation
($) (3)
Total
($)
J. Kevin Buchi
51,432
51,432
Peter Francis
46,970
4,462
51,432
Edward F. Smith (4)
10,417
10,417
(1)
For information regarding the compensation of Dr. Banks and Ms. Boston, see Summary
Compensation Table.
(2)
Fees paid to Mr. Buchi and Francis were paid in Australian dollars and has been converted to U.S. dollars
using a conversion rate of A$1.00 to $0.671 for the fiscal year ended June 30, 2020.
(3)
Amounts reflect the Companys compulsory contributions to Mr. Franciss superannuation account.
The superannuation contribution was paid in Australian dollars and has been converted to U.S. dollars using a conversion rate of A$1.00 to $0.671 for the fiscal year ended June 30, 2020.
(4)
Mr. Smith was appointed to the Board on April 14, 2020. Amounts reflect the total fees paid to
Mr. Smith for his service in fiscal year 2020.
For each director, the aggregate number of option awards
outstanding at fiscal year-end for the year ended June 30, 2020 is set forth below:
Name
Option Awards
(#)
J. Kevin Buchi
2,800
Peter Francis
4,667
Narrative Disclosure to Director Compensation Table
Each of our non-employee directors is paid an annual fee in respect of their service on the Board.
Mr. Buchis annual fee is $51,432. Mr. Francis is paid a base fee of $46,970. In addition, the Company makes a superannuation contribution on Mr. Francis behalf in the amount of $4,462. Fees paid to Mr. Buchi and
Francis were paid in Australian dollars and have been converted to U.S. dollars using a conversion rate of A$1.00 to $0.671. In accordance with Mr. Smiths Director Appointment Letter, he will be entitled to earn an annual fee of $50,000
in respect of his service on the Board. Upon their appointment as executive officers and employees, Dr. Banks and Ms. Boston no longer receive annual fees with respect to their service on the Board.
III-11
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Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial ownership of the Companys common stock as of
September 15, 2020 by (i) each person or group of persons known by us to beneficially own more than five percent of our common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our
directors and executive officers as a group.
The following table gives effect to the shares of common stock issuable within 60 days of
September 15, 2020 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date. Beneficial ownership is determined in accordance with Rule 13d-3
promulgated under Section 13 of the Securities Exchange Act and includes voting and investment power with respect to shares. Percentage of beneficial ownership is based on 1,108,374 shares of common stock outstanding at the close of business on
September 15, 2020. Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our common stock that he, she or it beneficially owns.
Unless otherwise indicated below, the address for each beneficial owner listed is c/o 3940 Trust Way, Hayward, California 94545.
Name of Beneficial Owner
Number of
Shares
Beneficially
Owned
Percentage of Shares
Beneficially Owned
5% or Greater Stockholders:
Nant Capital, LLC (1)
293,058
26.4%
Directors and Named Executive Officers:
Jerel A. Banks (2)
22,222
2.0%
Megan Boston (3)
5,888
*
J. Kevin Buchi (4)
7,627
*
Peter Francis (5)
9,704
*
Edward Smith
*
All Executive Officers and Directors As a Group (5 persons) (6)
45,441
4.1%
*
Represents beneficial ownership of less than one percent of the Companys outstanding common stock.
(1)
Based on the information included in the Form 3 filed by Nant Capital, LLC on April 27, 2020. Represents
195,372 shares held directly by Nant Capital, LLC and 97,686 shares of common stock held by Merrill Lynch (Australia) Nominees Pty Limited for the account of Nant Capital, LLC. The address of the principal business office of Nant Capital, LLC is
9922 Jefferson Blvd, Culver City, CA, 90232.
(2)
Represents stock options to acquire 22,222 that have vested or will vest within 60 days of September 15, 2020.
(3)
Includes 333 shares held by Boston Super Invest Pty A/C Boston Family Super that Megan Boston has sole voting
power over and stock options to acquire 5,555 shares of common stock that have vested or will vest within 60 days of September 15, 2020.
(4)
Includes 4,827 shares of common stock and stock options to acquire 2,800 shares of common stock that have
vested or will vest within 60 days of September 15, 2020.
(5)
Includes 4,738 shares of common stock held by the Francis Family Superannuation Fund, 300 shares held directly
by Mr. Francis, and stock options to acquire 4,666 shares of common stock that have vested or will vest within 60 days of September 15, 2020.
(6)
Includes 10,198 shares of common stock and stock options to acquire 35,243 shares of common stock that have
vested or will vest within 60 days of September 15, 2020.
III-12
Table of Contents
Equity Compensation Plan Information
The following table provides information regarding the number of securities to be issued under our equity plans, the weighted-average exercise
price of options issued under our equity plans and the number of securities remaining available for future issuance under our equity plans, in each case as of June 30, 2020:
Plan category
Number of
securities to be
issued upon
exercise
of outstanding
options,
warrants
and rights
Weighted-
average
exercise price of
outstanding
options,
warrants and
rights
($)
Number of securities
remaining available
for future issuance
under equity
compensation plans
Equity compensation plans approved by security holders
70,161
$
60.42
Equity compensation plans not approved by security holders
Total
70,161
$
60.42
III-13
Table of Contents
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The following includes a summary of transactions since July 1, 2017 to which we have been a party in which the amount involved exceeded or
will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under Executive and Director Compensation. We also describe below certain other
transactions with our directors, executive officers and stockholders.
Nant Capital, LLC
In October 2016, Benitec Limited entered into a strategic relationship with Nant Capital. As part of that
strategic relationship, Benitec Limited initially issued Nant Capital ordinary shares which became an aggregate of 195,372 shares of common stock following the Re-domiciliation for a combined total
consideration of $6.1 million. Jerel Banks, our Chairman and Chief Executive Officer, was initially appointed to the board of directors of Benitec Limited by Nant Capital. In connection with his separation from Nant Capital, Nant Capital agreed
to pay Dr. Banks an annual separation payment (starting with calendar year 2018), in cash not later than March 15th of each year, equal to a fixed percentage of the amount by which the net increase in the fair market value of the 293,058 shares
of Company common stock that Nant Capital owns (the Nant Shares) exceeds a 10% hurdle with respect to each calendar year. Dr. Banks does not own (beneficially or of record) any of the Nant Shares, nor does he have any right to vote,
sell or dispose of the Nant Shares (or cause them to be voted, sold or disposed of), but for purposes of calculating his separation payment he can require Nant Capital to treat some or all of them as having effectively been sold prior to the end of
a calendar year performance period. Dr. Banks has no obligation or responsibility to manage the Nant Shares. The arrangement is in effect and Dr. Banks has not accrued any payments thereunder. The Company is not a party to this
arrangement.
In December 2016, Benitec Limited entered into an exclusive sublicense agreement with NantWorks, LLC, an
affiliate of Nant Capital, pursuant to which we obtained a sublicense to intellectual property relating to our product candidates for the treatment of HNSCC, including BB-401. We terminated the exclusive
sublicense agreement for convenience, with the termination effective as of June 2020, because the BB-401 program has been terminated. Prior to termination of the agreement, we were required to make periodic
payments to NantWorks, LLC for so long as the agreement remained in effect, as well as contingent milestone and royalty payments in connection with the development and sale of the licensed technology. In fiscal year 2017, we made license payments to
NantWorks, LLC of $30,000, and reimbursed patent expense of $35,014. In fiscal year 2018, we paid (i) $4,125, as reimbursement in patent application extension, (ii) $30,000 in annual maintenance fee and (iii) $30,000 in annual maintenance fee.
In January 2017, Benitec Limited entered into a research collaboration agreement with Nant Capital pursuant to
which we agreed to advance the clinical development of BB-401, a recombinant DNA construct that produces an antisense RNA with specificity against EGFR for the treatment of HNSCC. The research collaboration
agreement with Nant Capital allocates the $4.1 million received from Nant Capital in the March 2017 private placement first to the development of BB-401 and BB-501.
Nant Capital will have a controlling vote on the joint steering committee that directs and oversees such development of BB-401 and BB-501 until those funds have been
expended. The BB-401 and BB-501 programs have been terminated and, as a result, this collaboration is no longer active.
In December 2018, the Company accrued a milestone payment of $300,000 (AUD 425,411). It was later determined that
the milestone was no longer required to be paid and therefore the accrual was reversed in December 2019. Further, the Company accrued a License fee payable in December 2018 of $40,000 (AUD 56,721) which was reversed in January 2019, when the Company
received the invoice from NantWorks LLC.
III-14
Table of Contents
Other Related Parties
Legal services at normal commercial rates totaling A$726, or $509, for fiscal 2019, A$8,212, or $6,079, for
fiscal 2018 and A$191,050, or $146,841 for fiscal 2017 were provided by Francis Abourizk Lightowlers, a law firm in which Mr. Peter Francis is a partner and has a beneficial interest.
Annabel West, the wife of Greg West, our former Chief Executive Officer, was employed by us as a part-time
clerical and administrative assistant. Annabel West was paid wages of A$42,278, or $31,298, and A$36,248, or $27,860, respectively, for fiscal 2018 and fiscal 2017.
Review and approval of related party transactions
Our related parties include our directors, director nominees, executive officers, holders of more than five percent of the outstanding shares
of our common stock and the foregoing persons immediate family members. We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have a direct or indirect
material interest. As required under SEC rules, transactions that are determined to be directly or indirectly material to a related party are disclosed in the appropriate SEC filing. In addition, the Audit Committee reviews and approves any related
party transaction that is required to be disclosed. Set forth below is information concerning transactions with our related parties that is required to be disclosed under SEC rules.
Indemnification and Severance agreements
We have entered into indemnification agreements with our directors and executive officers which require us to indemnify such individuals to the
fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnities may be recovered under certain circumstances under
various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of
losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such director and officer indemnities have not had a material negative effect on our business, financial condition or results of operations.
We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment
of specific compensation benefits to such executives upon the termination of their employment with us.
III-15
Table of Contents
Item 14.
Principal Accountant Fees and Services.
The following table sets forth the aggregate fees billed to the Company for services during the fiscal years ended June 30, 2020 and 2019
by our independent registered public accounting firm, Squar Milner LLP (Squar Milner):
Fee Category
2020
2019
Audit Fees (1)
$
183,600
$
Audit Related Fees (2)
$
16,200
$
Tax Fees (3)
$
7,000
$
Total
$
206,800
$
(1)
Audit Fees consist of fees billed for professional services rendered for the audit of the Companys
consolidated annual financial statements included in the Companys Annual Report on Form 10-K and review of the interim consolidated financial statements included in the Companys Quarterly Reports
on Form 10-Q, and services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements.
(2)
Audit-Related Fees consist of fees billed for assurance and related services rendered that are reasonably
related to the performance of the audit or review of the Companys consolidated financial statements and are not reported under Audit Fees.
(3)
Tax Fees were billed for professional services including assistance with tax compliance and the preparation of
tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions.
Pre-Approval Policies
The Audit Committee, or a designated member thereof, pre-approves 100% of all audit, audit-related, tax
and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.
III-16
Table of Contents
PART IV
Item 15.
Exhibits and Financial Statement Schedules.
Financial Statements
Reference is made to
the Index to the Consolidated Financial Statements included in Item 8 of this report.
Financial Statement Schedules
Required information is included in the notes to the consolidated financial statements.
Exhibit Index
Exhibit
Number
Exhibit
2.1
Amended and Restated Scheme Implementation Agreement (incorporated by reference to Exhibit 99.4 of the Current Report on Form 6-K of Benitec Biopharma Limited (File No. 001-37518) furnished on March 18, 2020)
3.1
Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc. (incorporated by reference to Exhibit 3.1 to the Registrants
Form 8-K filed on April 15, 2020)
3.2
Amended and Restated Bylaws of Benitec Biopharma Inc. (incorporated by reference to Exhibit 3.2 to the Registrants Form 8-K filed on April 15, 2020)
4.1
Form of common stock certificate of Benitec Biopharma Inc. (incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on April 15, 2020)
4.2
Form of Purchase Warrant (incorporated by reference to Exhibit 99.4 of the Current Report on Form
6-K of Benitec Biopharma Limited (File No. 001-37518) furnished on September 30, 2019)
4.3*
Description of Registrants Securities
10.1
Share Subscription Agreement, dated October
24, 2016, between Nant Capital, LLC and Benitec Biopharma Limited (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-3 of Benitec Biopharma Limited (File No. 333-218400) filed with the SEC on June 1, 2017)
10.2
Commercial Lease Agreement between Hayward Point Eden I Limited Partnership and Benitec Biopharma Limited (incorporated by reference to Exhibit
10.5 to the Registration Statement on Form F-1 of Benitec Biopharma Limited (File No. 333-205135) filed with the SEC on June 22, 2015)
10.3
Employment agreement between Megan Boston and Benitec Biopharma Limited dated July
11, 2018 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of Benitec Biopharma Inc. (File No.
333-39267) filed with the SEC on August 14, 2020)
10.4
Employment agreement between Dr. Jerel A. Banks and Tacere Therapeutics, Inc. dated September
11, 2018 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of Benitec Biopharma Inc. (File No.
333-39267) filed with the SEC on August 14, 2020)
10.5
Research Collaboration Agreement, dated January
27, 2017, between Benitec Biopharma Limited and Nant Capital, LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-3 filed with the SEC on June 1, 2017)
10.6
Form of Securities Purchase Agreement, dated September
30, 2019, between Benitec Biopharma Limited and the Purchasers (incorporated by reference to Exhibit 99.2 to Form 6-K of Benitec Biopharma Limited (File No.
001-37518) filed with the SEC on September 30, 2019)
10.7
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K
filed on April 15, 2020)
IV-1
Table of Contents
Exhibit
Number
Exhibit
10.8
Benitec Officers and Employees Share Option Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form
S-8 of Benitec Biopharma Limited (File No. 333-209398) filed on February 3, 2016))
10.9
Form of Option Award Agreement under the Benitec Officers and Employees Share Option Plan (incorporated by reference to Exhibit 10.9
to the Registration Statement on Form S-1 of Benitec Biopharma Inc. (File No. 333-39267) filed with the SEC on August 14, 2020)
21.1*
List of significant subsidiaries
31.1*
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Instance Document**
101.SCH
XBRL Taxonomy Extension Schema Document**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB
XBRL Taxonomy Extension Label Linkbase Document**
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document**
Indicates a management contract or compensatory plan.
*
Filed or furnished herewith
**
Attached as Exhibit 101 to this Annual Report on Form 10-K are the
following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2020 and 2019; (ii) Consolidated Statements of Operations and Comprehensive Loss for the Years Ended
June 30, 2020 and 2019; (iii) Consolidated Statements of Stockholders Equity for the Years Ended June 30, 2020 and 2019; (iv) Consolidated Statements of Cash Flows for the Years Ended June 30, 2020 and 2019; and
(vi) Notes to the Consolidated Financial Statements.
IV-2
Table of Contents
Financial Statements and Schedules of Subsidiaries and Affiliates
None.
Item 16.
Form 10-K Summary.
Not applicable.
IV-3
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized, in the city of Hayward, State of California, on the 23rd day of September 2020.
BENITEC BIOPHARMA INC.
By:
/s/ Dr. Jerel Banks
Dr. Jerel Banks
Chief Executive Officer
POWER OF ATTORNEY
BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Dr. Jerel Banks and Megan Boston his true and
lawful attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any
and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Dr. Jerel Banks
Dr. Jerel Banks
Chief Executive Officer, Director
(principal executive officer)
September 23, 2020
/s/ Megan Boston
Megan Boston
Executive Director, Director
(principal accounting and financial officer)
September 23, 2020
/s/ J. Kevin Buchi
J. Kevin Buchi
Director
September 23, 2020
/s/ Peter Francis
Peter Francis
Director
September 23, 2020
/s/ Edward Smith
Edward Smith
Director
September 23, 2020
IV-4
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.