Other Information.
−Removed: On August 11, 2022, we entered into the Sale Agreement with the Agent, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $200 million in “at the market”
−Removed: offerings through the Agent.
−Removed: Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent.
−Removed: The Agent will receive a commission from us of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sale Agreement.
−Removed: We are not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sale Agreement.
−Removed: No assurance can be given that we will sell any shares of common stock under the Sale Agreement, or, if we do, as to the price or amount of shares of common stock that we sell or the dates when such sales will take place.
−Removed: In the Sale Agreement, we agreed to indemnify the Agent against certain liabilities, including under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, or to contribute to payments that the Agent may be required to make because of such liabilities.
−Removed: We and the Agent may each terminate the Sale Agreement at any time upon specified prior written notice.
−Removed: The foregoing description of the Sale Agreement is not complete and is qualified in its entirety by reference to the Sale Agreement, a copy of which was filed as Exhibit 1.2 to our Registration Statement on Form S-3 (File No.
−Removed: 333-266802), which was filed with the SEC on August 11, 2022.
+Added: Effective as of May 15, 2023, David Chacko, M.D., currently the Company’s Chief Financial Officer has been promoted to the dual position of Chief Financial Officer and Chief Business Officer of the Company.
+Added: Effective as of May 15, 2023, Nicholas (Nik) Chetwyn, Ph.D., has been promoted to the position of Chief Operating Officer of the Company.
+Added: Chetwyn, age 53, joined the Company in March 2021 as Senior Vice President of Operations.
+Added: Chetwyn brings over 25 years of experience in drug development in the pharmaceutical industry.
+Added: Prior to joining the Company, since October 2018, Dr.
+Added: Chetwyn has been the co-founder and president of MindScienceConnection, Inc., a strategy and leadership development company that focused on partnering with biopharmaceutical companies to navigate the unique challenges of building and maintaining thriving research cultures while developing the scientific leaders and executives of the future.
+Added: Prior to MindScienceConnection, from June 2006 to October 2018, Dr.
+Added: Chetwyn was an executive at Genentech, Inc.
+Added: in Small Molecule Drug Discovery where he helped build the small molecule drug development organization, helped drive the significant expansion of technical and drug manufacturing capabilities, served on multiple governance committees, was a technical development team leader for a small molecule inhibitor of AKT, and represented Genentech on the board of directors for the Allotrope Foundation.
+Added: While at Genentech, Nik supported new drug application (NDA) filings for ERIVEDGE and COTELLIC.
+Added: Prior to Genentech, from February 2002 to April 2006, Dr.
+Added: Chetwyn was an Associate Director at Pfizer Inc.
+Added: (Global R&D) (NYSE:
+Added: PFE) and also served as a pharmaceutical sciences team leader (PSTL) for a small molecule oncology project.
+Added: Prior to Pfizer, Dr.
+Added: Chetwyn held roles of increasing responsibility at GSK plc (formerly known as GlaxoSmithKline plc) where he was involved in the development of multiple small-molecule oncology candidates, new technology development and supplemental new drug application (sNDA) filings for WELLBUTRIN.
+Added: Chetwyn earned a M.S.
+Added: in pharmaceutical chemistry from the University of Kansas and a B.Sc.
+Added: in chemical and pharmaceutical sciences from the University of Sunderland.
Exhibit Description
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: Portions of this exhibit have been omitted for confidentiality purposes.
* This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Pursuant to the requirements 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.
−Removed: November 9, 2022
/s/ Jonathan E.
1 unchanged sentence
(Principal Executive Officer)
−Removed: November 9, 2022
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.