Disc Medicine, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and our principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. With respect to the year ended December 31, 2021, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2021 to provide reasonable assurance that the information required to be disclosed by us in this Annual Report was (a) reported within the time periods specified by SEC rules and regulations and (b) communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework) (COSO). Based on its assessment, management believes that, as of December 31, 2021, our internal control over financial reporting is effective at the reasonable assurance level. 76 This Annual Report does not include an attestation report of our independent registered public accounting firm as allowed by the SEC's transition period for emerging growth companies. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal year ended December 31, 2021 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Info rmation. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 77 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following sets forth certain information, as of the date of this report, concerning the directors and officers. Name Age Position Georges Gemayel, Ph.D. 61 Interim President and Chief Executive Officer, Executive Chairperson Brian Piekos 47 Chief Financial Officer and Chief Business Officer Samuel Barone, M.D. 48 Chief Medical Officer Carl Gordon, Ph.D., CFA 57 Director David Lubner 57 Director Tuyen Ong, M.D., MRCOphth 47 Director Jason Rhodes 52 Director Jim Tananbaum, M.D. 58 Director Georges Gemayel, Ph.D. Dr. Georges Gemayel has served as our Interim President and Chief Executive Officer since February 2022, Executive Chair of the Board since November 2021 and Chair of the Board since May 2021. Dr. Gemayel has over 30 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the board of directors of Supernus Pharmaceuticals, Inc., and is the chair of the boards of Dynacure, Enterome SA, and Orphazyme A/S. Previously, Dr. Gemayel served as Executive Chair of FoldRx Pharmaceuticals and of Syndexa Pharmaceuticals, as Chair of Oxthera AB, Dimension Therapeutics and Epitherapeutics and as Director of Prosensa, Raptor Pharmaceuticals, NPS Pharma, Momenta Pharmaceuticals and Adolor. From 2008 to 2009, Dr. Gemayel was President and Chief Executive Officer of Altus Pharmaceuticals Inc., a publicly traded pharmaceutical company. From 2003 to 2008, he was Executive Vice President at Genzyme Corporation where he was responsible for the company’s global therapeutics, transplant, renal and biosurgery businesses. From 1998 to 2003, he held progressively senior roles at Hoffmann Ltd. and Roche Labs, most recently as Vice President, National Specialty Care, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel completed his doctorate in pharmacy at St. Joseph University in Beirut, Lebanon, and earned a Ph.D. in pharmacology at University in Paris, France. Our Board has concluded that Dr. Gemayel possesses the expertise and extensive professional experience and knowledge that qualifies him to serve as our Chair of the Board. Brian Piekos has served as our Chief Financial Officer since February 2021 and has held the additional title of Chief Business Officer since October 2021. Mr. Piekos has more than 20 years of experience in industry and finance. Previously, Mr. Piekos was most recently Executive Vice President, Chief Financial Officer and Treasurer of AMAG Pharmaceuticals, Inc., from September 2015 to November 2020. Prior to joining AMAG, he held leadership roles in Corporate Finance, Tax and Treasury at Cubist Pharmaceuticals, Inc. from August 2010 to February 2015. Mr. Piekos began his career as a healthcare investment banker at Needham & Company and Leerink Partners, now SVB Leerink. Mr. Piekos earned his MBA from the Simon Business School at the University of Rochester. He obtained an M.S. in molecular biology from the University of Massachusetts Medical School and a B.A. in biochemistry from Ithaca College. Samuel Barone, M.D. has served as our Chief Medical Officer since April 2021. Dr. Barone has more than 20 years of clinical and development experience. Previously, Dr. Barone was most recently co-Founder, Manager and Chief Medical Officer at Halodine, LLC, a company spun out of Veloce BioPharma. Prior to his role at Halodine, he held the role of Chief Medical Officer of Veloce BioPharma. Dr. Barone worked at Veloce BioPharma and subsequently Halodine from September 2017 to April 2021. Prior to joining Veloce BioPharma, he served as Senior Vice President at Adverum Biotechnologies (formerly Avalanche Biotechnologies) from May 2016 to September 2017. While at Avalanche Biotechnologies, Dr. Barone served as Chief Medical Officer from June 2014 to September 2016. Before joining Avalanche Biotechnologies, Dr. Barone served as a Medical Officer in the Office of Cellular, Tissue and Gene Therapies at the U.S. Food and Drug Administration (FDA) from October 2009 to June 2014. Dr. Barone received his B.S. in biology from Boston College and his M.D. from the Pennsylvania State University College of Medicine. After obtaining his medical degree, Dr. Barone served as a flight surgeon in the United States Air Force serving active duty at Andrews Air Force Base and at bases in Korea, Afghanistan, and Iraq for which he received several military honors. Following his military service, Dr. Barone completed a residency in ophthalmology at the New York Eye and Ear Infirmary, where he served as Chief Resident, as well as a medical and surgical retina fellowship at the University of California, San Diego. 78 Carl L. Gordon, Ph.D., CFA has served as a member of our Board since April 2016. Dr. Gordon is a founding member, Managing Partner, and Co-Head of Global Private Equity at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of Adicet Bio, Inc., Compass Therapeutics Inc., Keros Therapeutics Inc., Kinnate Biopharma, Inc., Terns Pharmaceuticals, Inc., and Thesus Pharmaceuticals, Inc., as well as several private companies. Dr. Gordon previously served on the boards of directors of several biopharmaceutical companies, including Alector Inc., ARMO Biosciences, Inc., Arsanis, Inc. (which merged with X4 Pharmaceuticals, Inc.), Intellia Therapeutics, Inc., ORIC Pharmaceuticals, Inc., Passage Bio Inc., Prevail Therapeutics Inc., Selecta Biosciences, Inc., SpringWorks Therapeutics Inc., and Turning Point Therapeutics, Inc. Dr. Gordon received a B.A. in chemistry from Harvard College, a Ph.D. in molecular biology from the Massachusetts Institute of Technology, and he was a Fellow at The Rockefeller University. Our Board believes that Dr. Gordon is qualified to serve on our Board due to his scientific expertise, extensive business experience, and experience in venture capital and the life science industry. David C. Lubner has been a member of our Board since April 2020. Mr. Lubner is an experienced financial professional with tenure in the biotech and pharmaceutical industry. From January 2016, until its acquisition by UCB S.A. in April 2020, Mr. Lubner served as the Executive Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., a publicly-traded biotechnology company. Before joining Ra Pharmaceuticals, Mr. Lubner served as Senior Vice President and Chief Financial Officer of Tetraphase Pharmaceuticals, Inc. from its inception in 2006 through 2015, as the Chief Financial Officer of PharMetrics Inc., a leading patient-based pharmacy and medical claims data informatics company, from 1999 until it was acquired by IMS Health in 2015 and as Vice President and Chief Financial Officer, from 1996 to 1999, of ProScript, Inc., a biotechnology company, where Velcade ® (bortezomib), a therapy widely used for treatment of the blood cancer, multiple myeloma, was discovered. Mr. Lubner currently serves on the boards of directors of Dyne Therapeutics, Inc., Arcellx, Inc., Vor Biopharma, Inc., and Point Biopharma, Inc. and several other private companies. Mr. Lubner previously served on the board of directors of Nightstar Therapeutics plc, a company focused on the development of one-time retinal gene therapies for patients suffering from rare inherited retinal diseases, acquired by Biogen in June 2019 and Therapeutics Acquisition Corporation (d/b/a as Research Alliance Corp. I.), a blank check company focused on the healthcare industry. Mr. Lubner is a member of the American Institute of CPAs and a Certified Public Accountant in the Commonwealth of Massachusetts. Mr. Lubner received his B.S. in business administration from Northeastern University and M.S. in taxation from Bentley University. Our Board believes that Mr. Lubner is qualified to serve on our Board based on his extensive senior executive experience and his biotechnology company board experience, including serving as chair of the Audit Committee. Tuyen Ong, M.D., MRCOphth ., has served as a member of our Board since August 2020. Dr. Ong is a board- certified ophthalmologist and biotechnology/pharmaceutical industry management executive. He currently serves as Chief Executive Officer of Ring Therapeutics. Prior to joining Ring Therapeutics, Dr. Ong served as Senior Vice President and Head of Biogen Ophthalmology Franchise at Biogen. Dr. Ong served as Chief Development Officer at Nightstar Therapeutics up until its acquisition by Biogen in June 2019, during which time he was involved with the company’s public listing on the Nasdaq, corporate and gene therapy strategy, investor and M&A activities. Dr. Ong brings over 20 years of clinical and drug development experience from both large pharma and biotech, working in the fields of ophthalmology, genetic and rare disease at PTC Therapeutics Inc., Bausch and Lomb Inc. (acquired by Valeant Pharmaceuticals International, Inc.), and Pfizer. Dr. Ong holds an M.D. from the University College London and an M.B.A. from New York University Stern School of Business. He is a member of the Royal College of Ophthalmologists and a Churchill Fellow. Our Board believes that Dr. Ong is qualified to serve on our Board based on his extensive leadership and medical experience. Jason Rhodes has been a member of our Board since April 2016. Since 2014, Mr. Rhodes has been a partner at Atlas Ventures, a venture capital firm where he focuses on creating and building novel therapeutics companies. Mr. Rhodes currently serves as the chairman of the board of directors of Generation Bio Co., the chairman of the board of directors of Dyne Therapeutics, Inc., and Rectify Pharmaceuticals. He is also a member of the boards of directors of Replimune Group, Inc. and several private companies. Previously, Mr. Rhodes served as a director at Bicycle Therapeutics, Inc. from 2016 to 2020.Mr. Rhodes also served as the founding President and Chief Executive Officer of Dyne Therapeutics, Inc. from December 2017 to November 2018. From 2010 to 2014, Mr. Rhodes was at Epizyme, Inc., a biotechnology company, where he most recently served as President and Chief Financial Officer. Prior to that, he led business development at Alnylam Pharmaceuticals, Inc. from 2007 to 2010. Mr. Rhodes earned a B.A. in history from Yale University and an M.B.A. from the Wharton School of the University of Pennsylvania. Our Board believes that Mr. Rhodes is qualified to serve on our Board based on his extensive leadership experience, his biotechnology company board experience and his experience investing in life science companies. Jim Tananbaum, M.D. has been a director since June 2020. Prior to the closing of the merger between FS Development Corp. (“FSDC”) and Gemini Therapeutics Inc., Dr. Tananbaum also served as the President and Chief Executive Officer of FSDC since June 2020. Dr. Tananbaum currently serves as the chief executive officer of Foresite Capital, a U.S.-focused healthcare investment firm, which he founded in 2011. He is also a member of the boards of directors of Quantum-SI, Inc. Pardes 79 Biosciences, Inc., and Kinnate Biopharma Inc. Prior to founding Foresite Capital, Dr. Tananbaum served as Managing Director of Prospect Venture Partners L.P. II and III, healthcare venture partnerships, from 2000 to 2010. Dr. Tananbaum was also a Founder of GelTex, Inc. in 1991, an intestinal medicine pharmaceutical company acquired in 1999. Dr. Tananbaum was also the founding chief executive officer of Theravance, Inc., which has since split into two parts, Theravance Biopharma, Inc., a diversified biopharmaceutical company focused on organ-selective medicines, and Innoviva, Inc., a respiratory-focused healthcare asset management company partnered with Glaxo Group Limited. Dr. Tananbaum received a B.S. and a B.S.E.E. from Yale University in Applied Math and Computer Science, and an M.D. and an M.B.A. from Harvard University. Our Board believes that Dr. Tananbaum is qualified to serve on our Board based on his scientific, financial and strategic business development expertise gained as a physician, founder of two life science companies and venture capital investor focused on life science companies. Number and Terms of Officers and Directors Our Board consists of six members. In accordance with the filed Charter, the Board is divided into three classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. The directors are divided among the three classes as follows: • the Class I director is Dr. Carl Gordon, and his term will expire at the annual meeting of stockholders to be held in 2024; • the Class II directors are David Lubner, Dr. Tuyen Ong, and Jason Rhodes, and their terms will expire at the annual meeting of stockholders to be held in 2022; and • the Class III directors are Dr. Georges Gemayel and Dr. Jim Tananbaum, and their terms will expire at the annual meeting of stockholders to be held in 2023. We expect that 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 directors. The division of the board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Committees of the Board of Directors Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Members will serve on these committees until their resignation or until otherwise determined by our Board. Audit Committee Dr. Carl Gordon, David Lubner and Jason Rhodes serve on our Audit Committee, which is chaired by Mr. Lubner. The Board has determined that each member of the Audit Committee is independent under the listing standards of the Nasdaq Stock Market (“Listing Standards”), and Rule 10A-3(b)(1) of the Exchange Act. The Board has determined that Mr. Lubner is an “audit committee financial expert” within the meaning of SEC regulations. The Board has also determined that each member of the Audit Committee has the requisite financial expertise required under the applicable requirements of the Nasdaq Stock Market. In arriving at this determination, the Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include: • selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; • helping to ensure the independence and performance of the independent registered public accounting firm; • discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; • developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; • reviewing policies on risk assessment and risk management; 80 • reviewing related party transactions; • obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and • approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm. Compensation Committee Dr. Tuyen Ong, Jason Rhodes and Dr. Jim Tananbaum serve on our Compensation Committee, which is chaired by Dr. Ong. The Board has determined each member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has determined that each member of the Compensation Committee, other than Dr. Tananbaum, is independent under the Listing Standards. The Listing Standards provide that, under limited and exceptional circumstances, a director who is not a current officer or employee (or a family member of an officer or employee) of the Company , but who does not otherwise meet the independence criteria, (i) may serve as a member of compensation committee if such membership is in the best interests of the Company and our shareholders and (ii) such member does not serve longer than two years. The Board has elected to rely on this limited exception in appointing Dr. Tananbaum as a member of the Compensation Committee. In making this election, the Board considered Dr. Tananbaum’s extensive experience in the life sciences industry and the marketplace for life science executives. The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include: • reviewing and approving, or recommending that our Board approve, the compensation of our executive officers; • reviewing and recommending to our Board the compensation of our directors; • administering our stock and equity incentive plans; • selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; • reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; • reviewing and establishing general policies relating to compensation and benefits of our employees; and • reviewing our overall compensation philosophy. Nominating and Corporate Governance Committee David Lubner, Jason Rhodes and Dr. Jim Tananbaum serve on our Nominating and Corporate Governance Committee, which is chaired by Mr. Lubner. The Board has determined each member of the Nominating and Corporate Governance Committee, other than Dr. Tananbaum, is independent under the Listing Standards. The Listing Standards provide that, under limited and exceptional circumstances, a director who is not a current officer or employee (or a family member of an officer or employee) of the Company , but who does not otherwise meet the independence criteria, (i) may serve as a member of nominating and corporate governance committee if such membership is in the best interests of the Company and our shareholders and (ii) such member does not serve longer than two years. The Board has elected to rely on this limited exception in appointing Dr. Tananbaum as a member of the Nominating and Corporate Governance Committee. In making this election, the Board considered Dr. Tananbaum’s extensive experience in the life sciences industry and in serving on the board of directors of numerous organizations. Specific responsibilities of our Nominating and Corporate Governance Committee include: • identifying, evaluating and selecting, or recommending that our Board approve, nominees for election to our Board; • evaluating the performance of our Board and of individual directors; • reviewing developments in corporate governance practices; • evaluating the adequacy of our corporate governance practices and reporting; 81 • reviewing management succession plans; and • developing and making recommendations to our Board regarding corporate governance guidelines and matters. Director Nominations Our Board will consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our Board followed the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board will consider educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Compensation Committee Interlocks and Insider Participation During 2021, Dr. Georges Gemayel, Dr. Tuyen Ong, Jason Rhodes and Dr. Jim Tananbaum served on the Compensation Committee. Other than Dr. Gemayel and Dr. Tananbaum, no member of the Compensation Committee has ever been an officer or employee of the Company or had any other relationship requiring disclosure herein. Prior to the closing of the Business Combination, Dr. Tananbaum served as the President and Chief Executive Officer of FSDC from June 2020 until such closing. Dr. Gemayel became an employee of the Company and transitioned to serve as Executive Chair of the Board in November 2021 and resigned from the Compensation Committee upon such transition. None of our current executive officers serves, or has served during the last fiscal year, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. We are not aware of any late or delinquent filings required under Section 16(a) of the Exchange Act in respect of our equity securities other than the following reports filed late due to administrative error, as previously disclosed in our quarterly report on Form 10-Q for the period ended March 31, 2021 and our Proxy Statement dated August 17, 2021 filed with the SEC with respect to our 2021 Annual Meeting of Stockholders : a Form 3 which inadvertently omitted Foresite Capital Fund V, L.P and Foresite Capital Management V LLC as beneficial owners of 3,018,750 shares of Class B Common Stock of FSDC; a Form 3 for James Tananbaum, which inadvertently omitted 3,018,750 shares of Class B Common Stock of FSDC; and a Form 4 of the Sponsor, Foresite Capital Fund V, L.P, Foresite Capital Management V LLC and James Tananbaum which inadvertently omitted 441,500 shares of Class A Common Stock of FSDC. Code of Ethics and Committee Charters We have adopted a Code of Ethics that applies to all of our directors, executive officers and employees that complies with the rules and regulations of the Nasdaq. Copies of our code of ethics and our Board committee charters are available on our website ( https://geminitherapeutics.com ). You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request to us in writing at 297 Boston Post Road #248, Wayland, MA 01778 or by telephone at 617-401-4400. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website, or any of the websites of entities that we are affiliated with, is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Limitations on Liability and Indemnification of Officers and Directors 82 The Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), and the Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our Board. Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of Gemini or any of its subsidiaries or was serving at our request in an official capacity for another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance within 10 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. Item 11. Executive Compe nsation. 2021 Summary Compensation Table Our named executive officers for the year ended December 31, 2021 are: • Jason Meyenburg, our former President and Chief Executive Officer, • Brian Piekos, our Chief Financial Officer and Chief Business Officer, • Samuel Barone, M.D., our Chief Medical Officer, and • Scott Lauder, Ph.D., our former Chief Technology Officer . The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for 2021. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(6) Option Awards ($)(7) Non-Equity Incentive Plan Compensation ($)(8) All Other Compensation ($) Total ($) Jason Meyenburg (1), Former Chief Executive Officer and President 2021 515,000 — — 9,647,917 193,125 7,832(9) 10,363,874 2020 437,800 — — 1,541,002 201,388 49,992(9) 2,230,182 Brian Piekos (2), Chief Financial Officer and Chief Business Officer 2021 367,875 — — 3,621,871 146,910 5,519(10) 4,142,175 Dr. Samuel Barone (3), Chief Medical Officer 2021 305,897 150,000(5) — 2,194,528 172,959 13,441(10) 2,836,825 Dr. Scott Lauder (4), Former Chief Technology Officer 2021 293,872 — — 4,725,438 — 35,909(11) 5,055,219 2020 355,000 — — 136,517 141,645 7,500(10) 640,662 83 (1) Mr. Meyenburg's employment with us terminated on February 28, 2022. (2) Mr. Piekos commenced employment with us on February 4, 2021. His annual base salary for 2021 was $405,000. (3) Dr. Barone commenced employment with us on April 12, 2021. His annual base salary for 2021 was $425,000. (4) Dr. Lauder resigned from the Company on September 17, 2021. His annual base salary for 2021 was $411,650. (5) The a mount reported represents a $100,000 signing bonus paid to Dr. Barone pursuant to the terms of his employment agreement and a $50,000 milestone bonus paid to Dr. Barone pursuant to the terms of his retention agreement. (6) The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock units awarded to Mr. Piekos during 2021 based upon the probable outcome of performance conditions and computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718. The aggregate grant date fair value of such restricted stock unit award was $0 as achievement of the performance criteria was deemed not probable on the grant date. The value of this restricted stock unit award at the grant date assuming maximum achievement of the performance conditions is $322,056. See Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K regarding assumptions underlying the valuation of equity awards. (7) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during 2021 and 2020 computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K regarding assumptions underlying the valuation of equity awards. (8) The 2021 amounts reported represent cash incentive bonuses earned by the named executive officers for performance during the year ended December 31, 2021, which will be paid in March 2022. (9) Consists of payment for a living expense allowance of $4,166 per month to facilitate Mr. Meyenburg’s relocation to Cambridge, Massachusetts pursuant to the terms of his employment agreement with the Company as well as the Company ’s portion of the executive’s health savings account contribution. The lease related to the living expense allowance was terminated in February 2021 and Mr. Meyenburg did not receive living expenses after February 2021. (10) Represents our portion of the executive’s 401(k) plan and health savings account contributions. (11) Represents our portion of Dr. Lauder’s 401(k) plan and health savings account contributions, as well as his vacation accrual payout of $26,409 upon terminating his employment with us on September 17, 2021. Narrative to the Summary Compensation Table Our Board and Compensation Committee review compensation annually for all employees, including our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation for comparable positions in the market, the historical compensation levels of our executive officers, individual performance as compared to our expectations and objectives, internal equity, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to the Company . We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus and long-term incentives. Our Compensation Committee is primarily responsible for determining the compensation for our executive officers. Our Compensation Committee typically reviews and discusses management’s proposed compensation with our Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then sets the compensation for each executive officer other than the Chief Executive Officer and recommends the compensation for the Chief Executive Officer to our Board for approval. Our Board discusses the Compensation Committee’s recommendation and ultimately approves the compensation of our Chief Executive officer without members of management present. Our Compensation Committee has the authority to engage the services of a consulting firm or other outside advisor to assist it in designing our executive compensation programs and in making compensation decisions. During 2021, the Compensation Committee retained the services of Arnosti Consulting, Inc. as its external compensation consultant to advise on executive compensation matters including our overall compensation program design and collection of market data to inform our compensation programs for our executive officers and members of our Board. Arnosti Consulting, Inc. reports directly to our Compensation Committee. Prior to engaging Arnosti Consulting, Inc., our Compensation Committee assessed its independence consistent with Nasdaq listing standards and concluded that the engagement of such consultant did not raise any conflict of interest. Base salaries Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions, and has been established by our Compensation Committee taking into account each individual’s role, responsibilities, skills, and experience. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, 84 performance and experience. For the year ended December 31, 2021, the annual base salary for each of Mr. Meyenburg, Mr. Piekos, Dr. Barone and Dr. Lauder was $515,000, $405,000, $425,000 and $411,650, respectively. Non-equity incentive plan compensation We pay cash bonuses to reward our executives for their performance over the fiscal year, based on goals established by our Board or Compensation Committee. Annual performance bonus awards are determined based on the achievement of certain predetermined annual corporate and individual performance milestones. For the year ended December 31, 2021, the target bonus for Mr. Meyenburg was equal to 50% percent of his base salary (100% based on achievement of annual corporate milestones) and the target bonus for each of Mr. Piekos, Dr. Barone and Dr. Lauder was equal to 40% of the executive officer’s base salary (in each case, 80% based on achievement of annual corporate milestones and 20% based on achievement of individual performance milestones) . For fiscal year 2021, 80% of our corporate milestones related to research and development targets and 20% related to organizational targets. Following review and determination of corporate and individual performance for 2021, the Board determined that Mr. Meyenburg’s annual bonus was earned at 75% of his target bonus, Mr. Piekos’ annual bonus was earned at 100% of his target bonus (pro-rated based on his start date) and Dr. Barone’s annual bonus was earned at 100% of his target bonus (pro-rated based on his start date). Dr. Lauder was not eligible to, and did not, receive an annual bonus for 2021. Equity compensation We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. During the year ended December 31, 2021, we granted options to purchase shares of our Common Stock and restricted stock units to Mr. Meyenburg, Mr. Piekos, Dr. Barone and Dr. Lauder, as described in more detail in the “Outstanding Equity Awards at 2021 Fiscal Year-End” table below. Outstanding Equity Awards at 2021 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2021. Option awards Stock awards Name and Principal Position Vesting commencement date Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) Jason Meyenburg 9/23/2019(3) 329,890 256,582 2.16 11/12/2029 — — 3/11/2020(3) 56,815 73,047 2.53 3/11/2030 — — 10/16/2020(3) 74,904 181,909 7.62 10/16/2030 — — 2/5/2021(3) — 1,124,832 12.66 2/4/2031 — — Brian Piekos 2/4/2021(3) — 43,580 12.66 2/4/2031 — — 1/25/2021(3) — 377,734 12.59 4/11/2031 — — — — — — — 90,720(4) 263,995 Dr. Samuel Barone 4/12/2021(3) — 255,212 12.59 4/11/2031 — — Dr. Scott Lauder(2) — — — — — — — 85 (1) Based on the fair market value of our Common Stock as of December 31, 2021 of $2.91. (2) Dr. Lauder resigned from the Company on September 17, 2021. He had no outstanding equity awards as of December 31, 2021. (3) The shares underlying this stock option vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the executive’s continued service. (4) Represents a restricted stock unit award granted on October 18, 2021. Thirty-three percent (33%) of the restricted stock units shall vest upon the achievement of a clinical milestone, and the remaining sixty-seven percent (67%) of the restricted stock units shall vest on the one (1)-year anniversary of the achievement of this clinical milestone. Employee Benefit Plans 401(k) Plan We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax advantaged basis. Employment Arrangements and Severance Agreements with our Named Executive Officers We have entered into employment agreements with each of our named executive officers, the material terms of which are summarized below. Jason Meyenburg Employment Agreement We entered into an employment agreement with Mr. Meyenburg on January 21, 2021, which became effective as of February 5, 2021 (the “Meyenburg Employment Agreement”) and replaced Mr. Meyenburg’s earlier employment agreement. Pursuant to the Meyenburg Employment Agreement, we employed Mr. Meyenburg as our President and Chief Executive Officer. The Meyenburg Employment Agreement also provided for Mr. Meyenburg to serve as a member of our Board for as long as he was employed as our Chief Executive Officer. The employment of Mr. Meyenburg was “at will” and the Meyenburg Employment Agreement endures until terminated by either party. Pursuant to the Meyenburg Employment Agreement, in the event Mr. Meyenburg’s employment was terminated by us without Cause or he resigned for Good Reason (as each such term is defined in the Meyenburg Employment Agreement), subject to his execution and non-revocation of a separation agreement, including a general release of claims in our favor (and, in our sole discretion, a one-year post-employment noncompetition agreement) (a “Separation Agreement and Release”), Mr. Meyenburg was entitled to the following severance payments and benefits: (a) continuation of his then-current Base Salary (as such term is defined in the Meyenburg Employment Agreement) for 12 months; (b) a pro rata portion of his Target Bonus (as such term is defined in the Meyenburg Employment Agreement); and (c) if Mr. Meyenburg elected to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the 12-month anniversary of the date of termination, (ii) the date Mr. Meyenburg becomes eligible for health insurance through another employer, or (iii) the cessation of Mr. Meyenburg’s continuation rights under COBRA. In lieu of the payments and benefits described above, in the event Mr. Meyenburg’s employment was terminated by us without Cause or he resigned for Good Reason, in either event within the 12-month period immediately following a Change in Control (as such term is defined in the Meyenburg Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Mr. Meyenburg was entitled to (a) a lump sum in cash equal to one and half times the sum of (i) Mr. Meyenburg’s then current Base Salary (or his Base Salary in effect immediately prior to the Change in Control, if higher) plus (ii) Mr. Meyenburg’s Target Bonus for the then-current year; (b) full accelerated vesting of any then-outstanding equity awards as of the later of (i) the date of termination or (ii) the effective date of the Separation Agreement and Release; and (c) if Mr. Meyenburg elected to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the 18-month anniversary of the date of termination, (ii) the date Mr. Meyenburg becomes eligible for health insurance through another employer, or (iii) the cessation of Mr. Meyenburg’s continuation rights under COBRA. In the event that Mr. Meyenburg was entitled to any payments pursuant to his Employee Confidentiality, Assignment and Noncompetition Agreement with us, cash severance amounts payable to him pursuant to the Meyenburg Employment Agreement would have been reduced by the amount that Mr. Meyenburg was paid in the same calendar year pursuant to the Employee Confidentiality, Assignment and Noncompetition Agreement. Severance payments under the Meyenburg Employment Agreement would have ceased in the event that Mr. Meyenburg breached his obligations under the Employee Confidentiality, Assignment and Noncompetition Agreement. 86 Mr. Meyenburg has also agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for 12 months following termination of his employment. Meyenburg Separation Agreement On February 28, 2022, we entered into a separation agreement with Mr. Meyenburg (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Meyenburg is entitled to receive (i) an amount equal to 12 months of his base salary, (ii) a pro rata portion of his Target Bonus (as defined in the Meyenburg Employment Agreement) for 2022, and (iii) monthly COBRA premiums paid by the Company until the earlier of (a) 12 months from his separation date, (b) the date Mr. Meyenburg becomes eligible for health insurance through another employer, or (c) the cessation of Mr. Meyenburg’s continuation coverage rights under COBRA. The Separation Agreement also contains a reaffirmation of Mr. Meyenburg’s confidentiality and restrictive covenant obligations to the Company and a general release of claims by Mr. Meyenburg. Mr. Meyenburg will continue to contribute to the Company in an advisory role for a period of time following his separation date, during which time he will continue to vest in his existing equity awards. In addition, Mr. Meyenburg may exercise his vested stock options until 180 days after the termination of his advisory role, or the original expiration date of such stock options, if earlier. Brian Piekos Employment Agreement We entered into an employment agreement with Mr. Piekos on January 25, 2021, which became effective as of February 4, 2021 (the “Piekos Employment Agreement”). Pursuant to the Piekos Employment Agreement, Mr. Piekos serves as our Chief Financial Officer, principal accounting officer and principal financial officer. Mr. Piekos was also appointed as Chief Business Officer in October 2021. The employment of Mr. Piekos is “at will” and the agreement endures until terminated by either party. Mr. Piekos’s annual base salary for 2021 was $405,000, which is subject to periodic review and adjustment. Pursuant to the Piekos Employment Agreement, Mr. Piekos is eligible to receive an annual bonus targeted at 40% of his annual base salary. The actual amount of the bonus is determined by the Board or the Compensation Committee based on its assessment of the performance of Mr. Piekos and that of the Company against pre-established goals determined by our Board or Compensation Committee. Mr. Piekos is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. In the event Mr. Piekos’s employment is terminated by us without Cause or he resigns for Good Reason (as each such term is defined in the Piekos Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Mr. Piekos is entitled to (a) continuation of his then-current Base Salary (as such term is defined in the Piekos Employment Agreement) for nine months, (b) a pro rata portion of the Target Bonus (as such term is defined in the Piekos Employment Agreement); and (c) if Mr. Piekos elects to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the nine-month anniversary of the date of termination, (ii) the date Mr. Piekos becomes eligible for health insurance through another employer, or (iii) the cessation of Mr. Piekos’s continuation rights under COBRA. Such severance payments shall cease in the event that Mr. Piekos breaches his obligations post-employment obligations to the Company . In lieu of the payments and benefits described above, in the event Mr. Piekos’s employment is terminated by us without Cause or he resigns for Good Reason, in either event within the 12-month period immediately following a Change in Control (as such term is defined in the Piekos Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Mr. Piekos is entitled to (a) a lump sum in cash equal to one times the sum of (i) Mr. Piekos’s then current Base Salary (or his Base Salary in effect immediately prior to the Change in Control, if higher) plus (ii) Mr. Piekos’ Target Bonus for the then-current year; (b) full accelerated vesting of any then-outstanding equity awards as of the later of (i) the date of termination or (ii) the effective date of the Separation Agreement and Release; and (c) if Mr. Piekos elects to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the 12-month anniversary of the date of termination, (ii) the date Mr. Piekos becomes eligible for health insurance through another employer, or (iii) the cessation of Mr. Piekos’s continuation rights under COBRA. In the event that Mr. Piekos is entitled to Garden Leave Pay (as defined in the Piekos Employment Agreement), cash severance amounts payable to him pursuant to the Piekos Employment Agreement will be reduced by any Garden Leave Pay that Mr. Piekos is paid. Mr. Piekos has also agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for one 87 year (or two years if Mr. Piekos breaches his fiduciary duty to us or if he has unlawfully taken, physically or electronically, property belonging to us) following termination of his employment. Samuel Barone, M.D. Employment Agreement We entered into an employment agreement with Dr. Barone on March 24, 2021, which became effective on April 12, 2021 (the “Barone Employment Agreement”). Pursuant to the Barone Employment Agreement, Dr. Barone serves as our Chief Medical Officer. The employment of Dr. Barone is “at will” and the agreement endures until terminated by either party. Dr. Barone’s annual base salary for 2021 was $425,000, which is subject to periodic review and adjustment. Pursuant to the Barone Employment Agreement, Dr. Barone is eligible to receive an annual bonus targeted at 40% of his annual base salary. The actual amount of the bonus is determined by the Board or the Compensation Committee based on its assessment of the performance of Dr. Barone and that of the Company against pre-established goals determined by our Board or Compensation Committee. Dr. Barone is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. Pursuant to the terms of the Barone Employment Agreement, Dr. Barone also received a signing bonus of $100,000 on our first regular payroll date following March 24, 2021. In the event Dr. Barone’s employment is terminated by us without Cause or he resigns for Good Reason (as each such term is defined in the Barone Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Dr. Barone is entitled to (a) continuation of his then-current Base Salary (as such term is defined in the Barone Employment Agreement) for nine months, (b) a pro rata portion of the Target Bonus (as such term is defined in the Barone Employment Agreement); and (c) if Dr. Barone elects to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the nine-month anniversary of the date of termination, (ii) the date Dr. Barone becomes eligible for health insurance through another employer, or (iii) the cessation of Dr. Barone’s continuation rights under COBRA. Such severance payments shall cease in the event that Dr. Barone breaches his obligations post-employment obligations to us. In lieu of the payments and benefits described above, in the event Dr. Barone s employment is terminated by us without Cause or he resigns for Good Reason, in either event within the 12-month period immediately following a Change in Control (as such term is defined in the Barone Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Dr. Barone is entitled to (a) a lump sum in cash equal to one times the sum of (i) Dr. Barone’s then current Base Salary (or his Base Salary in effect immediately prior to the Change in Control, if higher) plus (ii) Dr. Barone’s Target Bonus for the then-current year; (b) full accelerated vesting of any then-outstanding equity awards as of the later of (i) the date of termination or (ii) the effective date of the Separation Agreement and Release; and (c) if Dr. Barone elects to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the 12-month anniversary of the date of termination, (ii) the date Dr. Barone becomes eligible for health insurance through another employer, or (iii) the cessation of Dr. Barone’s continuation rights under COBRA. Dr. Barone has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from soliciting our employees or customers during his employment and for one year (or two years if Dr. Barone breaches his fiduciary duty to the Company or if he has unlawfully taken, physically or electronically, property belonging to the Company ) following termination of his employment. On October 4, 2021, we entered into a retention agreement (the “Barone Retention Agreement”) with Dr. Barone, which terminated the Barone Employment Agreement (except for the surviving provisions as described in the Barone Retention Agreement) and to modify his role and responsibilities. Under the Retention Agreement, Dr. Barone will continue to receive his current salary and benefits and vest in his equity awards, and is also eligible to receive a cash incentive of up to $100,000, in two installments, upon achievement of certain milestones. The Retention Agreement also provides that Dr. Barone is eligible to receive a retention bonus equal to the sum of (i) nine months of his base salary and (ii) a pro rata portion of his target bonus for the calendar year in which the last day of his employment occurs, to be paid in calendar year 2022 on a date determined by the Company. Samuel Barone, M.D. Retention Agreement On October 4, 2021, we entered into an agreement with Dr. Barone (the “Retention Agreement”) to modify his role and responsibilities. Pursuant to the Retention Agreement, Dr. Barone retained his title of Chief Medical Officer, however, he is no longer be primarily responsible for the Company’s regulatory and medical affairs. Under the Retention Agreement, Dr. Barone continues to receive his current salary and benefits and vest in his equity awards, and was also eligible to receive payments in an aggregate amount of up to $100,000, in two installments, upon achievement of certain milestones specified in the Retention 88 Agreement. The Retention Agreement also provides that Dr. Barone is eligible to receive a retention bonus equal to the sum of (i) nine months of his base salary and (ii) a pro rata portion of his target bonus for the calendar year in which the last day of his employment occurs, to be paid in calendar year 2022 on a date determined by the Company. Scott Lauder, Ph.D. Employment Agreement We entered into an employment agreement with Dr. Lauder dated January 22, 2021, which became effective as of February 5, 2021 (the “Lauder Employment Agreement”). Pursuant to the Lauder Employment Agreement, Dr. Lauder served as our Chief Technology Officer. Pursuant to the Lauder Employment Agreement, in the event Dr. Lauder’s employment was terminated without Cause or he resigned for Good Reason (as each such term is defined in Lauder Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Dr. Lauder was entitled to the following: (a) continuation of his then-current Base Salary (as defined in the Lauder Employment Agreement) for nine months, (b) a pro rata portion of his Target Bonus (as such term is defined in the Lauder Employment Agreement); and (c) if Dr. Lauder elected to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earlier of: (i) the 12-month anniversary of the date of termination, (ii) the date Dr. Lauder became eligible for health insurance through another employer, or (iii) the cessation of Dr. Lauder’s continuation rights under COBRA. In lieu of the payments and benefits described above, in the event Dr. Lauder’s employment was terminated without Cause or he resigned for Good Reason, in either event within the 12-month period immediately following a Change in Control (as such term is defined in the Lauder Employment Agreement), subject to his execution and non-revocation of a Separation Agreement and Release, Dr. Lauder was entitled to (a) a lump sum in cash equal to one times the sum of (i) Dr. Lauder’s then-current Base Salary plus (ii) Dr. Lauder’s Target Bonus for the then-current year; (b) full accelerated vesting of any then-outstanding equity awards as of the later of (i) the date of termination or (ii) the effective date of the Separation Agreement and Release; and (c) if Dr. Lauder elected to continue his health benefits through COBRA, monthly COBRA premiums paid by us until the earliest of: (i) the 12-month anniversary of the date of termination, (ii) the date Dr. Lauder became eligible for health insurance through another employer, or (iii) the cessation of Dr. Lauder’s continuation rights under COBRA. In the event that Dr. Lauder was entitled to any payments pursuant to his Employee Confidentiality, Assignment and Noncompetition Agreement with us, cash severance amounts payable to him pursuant to the Lauder Employment Agreement would have been reduced by the amount that Dr. Lauder was paid in the same calendar year pursuant to the Employee Confidentiality, Assignment and Noncompetition Agreement. Severance payments under the Lauder Employment Agreement would have ceased in the event that Dr. Lauder breached his obligations under the Employee Confidentiality, Assignment and Noncompetition Agreement. Dr. Lauder has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for twelve months following termination of his employment. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board during 2021. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards to, or pay any other compensation to any of the non-employee members of our Board. Jason Meyenburg, our former President and Chief Executive Officer, did not receive any compensation for his service as a member of our Board during 2021. Mr. Meyenburg’s compensation for service as an employee for fiscal year 2021 is presented in the “2021 Summary Compensation Table” above. 2021 Director Compensation Table Name Fees earned or paid in cash ($) Option awards ($)(2)(3) All other compensation ($)(4) Total ($) Dr. Georges Gemayel(1) 40,217 460,711 216,508 717,436 Dr. Carl Gordon 34,236 44,318 — 78,554 David Lubner 54,882 695,108 — 749,990 Dr. Tuyen Ong 43,785 706,212 — 749,997 Jason Rhodes 30,354 44,318 — 74,672 Dr. Jim Tananbaum 6,722 44,318 — 51,040 89 (1) In May 2021, Dr. Gemayel was appointed to serve as Chair of the Board. In November 2021, he entered into an employment agreement to serve as Executive Chair of the Board . (2) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K regarding assumptions underlying the valuation of equity awards. For Dr. Gemayel, the amount reported includes $94,921 attributable to a stock option granted to him pursuant to the terms of his employment agreement with us. (3) Non-employee directors who served on the board of directors during 2021 held the following unexercised stock options as of December 31, 2021: Dr. Gemayel – 86,225; Dr. Gordon – 17,245; Mr. Lubner – 126,731; Dr. Ong – 139,730; Mr. Rhodes – 17,245; and Dr. Tananbaum – 17,245. (4) The amount reported for Dr. Gemayel represents (i) base salary paid from November 15, 2021 to December 31, 2021 for his role as Executive Chair ($38,333), (ii) a signing bonus paid to Dr. Gemayel pursuant to the terms of his employment agreement ($63,300), (iii) a cash incentive bonus earned for performance during the year ended December 31, 2021, which was paid in March 2022 ($112,500), and (iv) the Company ’s portion of the executive’s 401(k) plan and health savings account contributions ($2,375). Dr. Gemayel’s annual base salary as Executive Chair is $300,000 (which is inclusive of fees associated with Dr. Gemayel’s services as both a director of the Company and in the capacity of Executive Chair) . Employment Agreement with Georges Gemayel, Ph.D. We entered into an employment agreement with Dr. Gemayel, which became effective as of November 15, 2021 (the “Gemayel Employment Agreement”). Pursuant to the Gemayel Employment Agreement, we employ Dr. Gemayel as our Executive Chair of the Board. Effective as of February 28, 2022, Dr. Gemayel was appointed as Interim President and Chief Executive Officer. The employment of Dr. Gemayel is “at will” and the Gemayel Employment Agreement endures until terminated by either party. Dr. Gemayel’s current annual base salary is $300,000 (which is inclusive of fees associated with Dr. Gemayel’s services as both a director of the Company and in the capacity of Executive Chair), which is subject to periodic review and adjustment. Dr. Gemayel's employment with the Company is part-time. Pursuant to the Gemayel Employment Agreement, Dr. Gemayel also received a signing bonus of $63,300. Further, pursuant to the Gemayel Employment Agreement, Dr. Gemayel is eligible to participate in any annual bonus programs as may be established from time to time by the Board. The actual amount of the bonus is determined by the Board. Dr. Gemayel is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. Pursuant to the Gemayel Employment Agreement, Dr. Gemayel is entitled to stock option grants as follows, in each case subject to approval of the Board, (i) a stock option to purchase 23,514 shares, which will vest in full on August 5, 2022; (ii) a stock option to purchase 17,245 shares, which will vest in full on the earlier of the one-year anniversary of the grant date and the Company’s next annual meeting of stockholders, (iii) on January 3, 2022, a stock option to purchase 793,274 shares, which will vest 50% on August 5, 2022 and the remaining 50% on August 5, 2023, and (iv) an annual equity award of an option to purchase such number of shares equal to 0.16% of the then issued and outstanding shares of the Company, which shall vest on the earlier of the one-year anniversary of the grant date and the Company’s next annual meeting of stockholders, subject in each case to Dr. Gemayel’s continued service relationship with the Company on each such vesting date. Dr. Gemayel has also agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from soliciting our employees or customers during his employment and for 12 months following termination of his employment. Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy, which is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Employee directors do not receive additional compensation for their services as directors. Each director who is not an employee is paid cash compensation as set forth below for serving on the Board, with such compensation paid on a quarterly basis in arrears: 90 Annual Retainer Board of Directors $ 35,000 Board of Directors Chair $ 65,000 Audit Committee Chair $ 15,000 Audit Committee Member $ 7,500 Compensation Committee Chair $ 10,000 Compensation Committee Member $ 5,000 Nominating and Corporate Governance Committee Chair $ 8,000 Nominating and Corporate Governance Committee Member $ 4,000 In addition, each non-employee elected or appointed to the Board following the closing of the Business Combination is granted a stock option award to purchase a number of shares of Common Stock equal to 0.08% of the total shares outstanding on the date of such director’s election or appointment to the Board, which vests in equal monthly installments over three years, subject to continued service through such vesting dates. On the date of each annual meeting of stockholders of the Company, each non-employee director will be granted an annual stock option award to purchase a number of shares of Common Stock equal to 0.04% of the total shares outstanding, which vests in full of the earlier to occur of the first anniversary of the date of grant or the next annual meeting, subject to continued service as a director through such vesting date. Compensation Risk Assessment We believe that although a portion of the compensation provided to our executive officers is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily because its compensation programs are designed to create a greater focus on long-term value creation while balancing the need to meet shorter-term goals. The framework and goals of our annual performance-based incentive plan are consistent for all employees. Further all compensation decisions for our officers are approved by the Compensation Committee, while the Executive Chair and Chief Executive Officer’s compensation requires further approval by the Board. In addition, the Compensation Committee is responsible for reviewing and approving the design, goals and payouts under our annual bonus plan and equity incentive program for our named executive officers. The Compensation Committee directly engages an independent compensation consultant who advises on market competitive and best practices, as well as any potential risks related to its compensation programs. This includes pay mix, compensation vehicles, pay for performance alignment, performance measures and goals, payout maximums, vesting periods and Compensation Committee oversight and independence. Based on all the factors mentioned, we believe our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on us. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2021. All outstanding option awards relate to our Common Stock. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b)(3) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders: 2021 Stock Option and Incentive Plan(1) 4,034,537 $ 12.05 229,804 2021 Employee Stock Purchase Plan(2) — $ — 430,551 2017 Stock Option and Grant Plan 849,946 $ 10.32 — Equity compensation plans not approved by security holders: 2021 Inducement Plan 1,432,758 $ 4.11 766,949 Total 6,317,241 1,427,304 91 (1) The number of shares of common stock reserved for issuance under the 2021 Stock Option and Incentive Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. Subject to this provision, we added 1,728,326 shares to the 2021 Stock Option and Incentive Plan effective January 1, 2022. (2) The number of shares of common stock reserved for issuance under the 2021 Employee Stock Purchase Plan automatically increases on January 1 of each calendar year, starting on January 1, 2023 and continuing through January 1, 2031, in an amount equal to the least of (a) 1% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, (b) 430,551 shares of common stock, or (c) such number of shares determined by the Board. (3) The weighted-average exercise price is calculated based solely on outstanding stock options and does not include outstanding restricted stock units, which do not have an exercise price. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of the Common Stock as of February 28, 2022: • each person, or group of affiliated persons, who is known by us to beneficially own greater than 5% of our outstanding Common Stock; • each of our directors; • each of our named executive officers; • all of our directors and executive officers as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants (as applicable) that are currently exercisable or exercisable within 60 days of February 28, 2022 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person or entity . Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Common Stock beneficially owned by them. Unless otherwise noted, the business address of each of the executive officers and directors of Gemini is 297 Boston Post Road #248, Wayland, MA 01778. The percentage of shares beneficially owned is based on 43,208,159 shares of Common Stock outstanding as of February 28, 2022. Name and Address of Beneficial Owner Number of Shares % Directors and Officers: Georges Gemayel(2) 11,367 * Brian Piekos(1) 138,407 * Samuel Barone(2) 63,803 * Carl Gordon — David Lubner(2) 52,676 * Tuyen Ong(2) 45,981 * Jason Rhodes — Jim Tananbaum(3) 4,870,250 11.3 All Directors and Executive Officers as a group (8 individuals) 5,182,484 12.0 Five Percent Holders: FS Development Holdings, LLC(3) 4,870,250 11.3 Orbimed Private Investments VI, LP(4) 5,826,224 13.5 Entities affiliated with Atlas Ventures(5) 5,254,365 12.2 Entities affiliated with Lightstone Ventures(6) 4,836,106 11.2 Entities affiliated with Fidelity(7) 2,789,500 6.5 Franklin Resources, Inc.(8) 2,512,773 5.8 Suvretta Capital Management, LLC(9) 2,372,267 5.5 * Less than one percent. 92 (1) Represents shares currently held and shares of Common Stock that are currently exercisable or exercisable within 60 days of February 28, 2022. (2) Represents shares of Common Stock that are currently exercisable or exercisable within 60 days of February 28, 2022. (3) FS Development Holdings, LLC is the record holder of 4,870,250 shares reported herein. Foresite Capital Management V, LLC (“FCM V”), is the general partner of Foresite Capital Fund V LP (“FCM V LP”) and Foresite Capital Opportunity Management V, LLC (“FCOM V”) is the general partner of Foresite Capital Opportunity Fund V, L.P. (“FCOM LP”), with FCM LP and FCOM LP being the sole members of FS Development Holdings, LLC. FCM V and FCOM V, as general managers of the sole members, have voting and investment discretion with respect to the common stock held of record by FS Development Holdings, LLC. Dr. Tananbaum, in his capacity as managing member of FCM V and FCOM V, may be deemed to have voting and investment discretion over these shares. Each of FCM V LP, FCOM LP, FCM V, FCOM V and Dr. Tananbaum disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein. (4) Represents 5,189,187 shares held by OrbiMed Private Investments VI, LP. OrbiMed Capital GP VI LLC, or GP VI, is the general partner of OrbiMed Private Investments VI, LP, or OPI VI. OrbiMed Advisors LLC, or OrbiMed Advisors, is the managing member of GP VI. By virtue of such relationships, OrbiMed Advisors and GP VI may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of these shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI. (5) Represents 3,533,927 shares held by Atlas Venture Fund X, L.P. (“Atlas Fund X”), 641,926 shares held by Atlas Venture Opportunity Fund I, L.P. (“Atlas Fund I”), and 510,000 shares held by Atlas Venture Fund XII, L.P. (“Atlas Fund XII”). Atlas Venture Associates X, L.P. is the general partner of Atlas Fund X, and Atlas Venture Associates X, LLC is the general partner of Atlas Venture Associates X, L.P. Each of Atlas Fund X, Atlas Venture Associates X, L.P., and Atlas Venture Associates X, LLC may be deemed to beneficially own the shares held by Atlas Fund X. Each of Atlas Venture Associates X, L.P. and Atlas Venture Associates X, LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund X, except to the extent of its pecuniary interest therein, if any. Atlas Venture Associates Opportunity I, L.P. is the general partner of Atlas Fund I, and Atlas Venture Associates Opportunity I, LLC, or AVAO, LLC, is the general partner of Atlas Venture Associates Opportunity I, L.P. Each of Atlas Fund I, Atlas Venture Associates Opportunity I, L.P. and AVAO, LLC may be deemed to beneficially own the shares held by Atlas Fund I. Each of Atlas Venture Associates Opportunity I, L.P. and AVAO LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund I, except to the extent of its pecuniary interest therein, if any. The general partner of Atlas Fund XII is Atlas Venture Associates XII, L.P. (“AVA XII LP”). Atlas Venture Associates XII, LLC (“AVA XII LLC”) is the general partner of AVA XII LP. Each of Atlas Fund XII, AVA XII LP, and AVA XII LLC may be deemed to beneficially own the shares held by Atlas Fund XII. Each of AVA XII LP and AVA XII LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund XII, except to the extent of its pecuniary interest therein, if any. (6) The shares are owned as follows: (i) 2,422,995 by Lightstone Ventures, L.P. (“LV LP”), (ii) 336,099 by Lightstone Ventures (A), L.P. (“LV(A) LP”), and (iii) 1,501,438 by Lighstone Singapore, L.P. (“LV Singapore”). LSV Associates, LLC (“LSV Associates”) is the General Partner of LV Singapore, LV LP and LV(A) LP. As the individual general partners of LSV Associates, Michael A. Carusi, Jean M. George and Henry A. Plain Jr. share voting and dispositive power with respect to the shares held of record by LV Singapore, LV LP and LV(A) LP. (7) Fidelity Management & Research Company, or Fidelity, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of such shares of common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. (8) Based on the information included in the Schedule 13G filed by Franklin Resources, Inc (“Franklin”) on December 31, 2021, Charles B. Johnson (“Mr. Johnson”), Rupert H. Johnson, Jr. (“Mr. Johnson Jr.”), and Franklin Advisors, Inc. (“Franklin Advisors”). The address of Franklin, Mr. Johnson, Mr. Johnson Jr., and Franklin Advisors is One Franklin Parkway, San Mateo, California 94403. 93 (9) Based on the information included in the Schedule 13G filed by Suvretta Capital Management, LLC (“Suvretta”) on December 31, 2021, Averill Master Fund, Ltd. (“Averill”) and Aaron Cowen. The address of the principal business office of Suvretta and Mr. Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, New York 10022. The address of the principal business office of Averill is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Item 13. Certain Relationships an d Related Transactions, and Director Independence. Policies and Procedures Regarding Related Transactions We have a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. Our policy requires us to avoid, wherever possible, all Related Person Transactions (as defined below) that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the Audit Committee). A “Related Person Transaction” is a transaction, arrangement or relationship in which we or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means: • any person who is, or at any time during the applicable period was, one of our officers or directors; • any person who is known by us to be the beneficial owner of more than five percent (5%) of its voting stock; • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock; and • any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest. The Audit Committee of the Board has the responsibility for reviewing and approving any related person transactions. In reviewing any related person transaction, the Audit Committee will take into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to us than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the related person transaction. We will not enter into any such transaction unless the Audit Committee and a majority of our disinterested “ independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and officers to complete a directors’ and officers’ questionnaire that elicits information about related transactions. These procedures are intended to determine whether any such related transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Certain Related Transactions Below are our related transactions since January 1, 2019, to which we have been a party, other than compensation, termination, change in control and other arrangements, which are described in the sections titled “Executive Officer and Director Compensation.” Registration Rights Agreement We are a party to a Registration Rights Agreement pursuant to which, among other things, certain holders of our capital stock, including certain investors of FSDC (the “FSDC Investors”), certain entities affiliated with Atlas Ventures, entities affiliated with Lightstone Ventures, OrbiMed Private Investments VI, LP, and Wu Capital Investment LLC (collectively, the “Major Gemini Investors” and together with the FSDC Investors, the “Investors”) are granted certain registration rights with respect to Registrable Securities (as defined in the Registration Rights Agreement) held by them, subject to certain conditions and limitations. 94 In particular, the Registration Rights Agreement provides for the following registration rights: • Demand registration rights . At any time after February 5, 2021, and following the expiration of any lock- up to which an Investor may have been subject, we are required, upon the written request of either (i) FSDC Investors holding a majority of the Registrable Securities held by all FSDC Investors or (ii) Major Gemini Investors holding a majority of the Registrable Securities held by all Major Gemini Investors, to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) on Form S- 1 or any similar long-form registration statement or, if then available, on Form S-3, and use reasonable best efforts to effect the registration of all or part of their registrable securities requested to be included in such registration by the Investors. • Shelf registration rights . We were required to file a shelf registration statement pursuant to Rule 415 of Securities Act, which was filed on February 17, 2021 and became effective on April 28, 2021. At any time we have an effective shelf registration statement, if we shall receive a request from Investors holding registrable securities with an estimated market value of at least $5,000,000, to effect an underwritten shelf takedown, we shall use our reasonable best efforts to as expeditiously as possible to effect the underwritten shelf takedown. • Limits on demand registration rights and shelf registration rights. We shall not be obligated to effect: (a) more than one (1) demand registration or underwritten shelf takedown during any six-month period; (b) any demand registration at any time there is an effective resale shelf registration statement on file with the SEC; (c) more than two underwritten demand registrations in respect of all registrable securities held by the FSDC Investors, including those made under a shelf registration statement, or (d) more than two underwritten demand registrations in respect of all registrable securities held by the Major Gemini Investors, including those made under a shelf registration statement. • Piggyback registration rights . At any time after the first anniversary of the Closing Date, if Gemini proposes to file a registration statement to register any of its equity securities under the Securities Act or to conduct a public offering, either for its own account or for the account of any other person, subject to certain exceptions, the Investors are entitled to include their registrable securities in such registration statement, subject to customary cut-back rights. • Expenses and indemnification . All fees, costs and expenses of underwritten registrations will be borne by us and underwriting discounts and selling commissions will be borne by the holders of the shares being registered. The Registration Rights Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and holders of registrable securities are obligated to indemnify us for material misstatements or omissions attributable to them. • Registrable securities . Securities of the Company shall cease to be registrable securities upon the earlier of (i) tenth anniversary of February 5, 2021 and (ii) the date as of which (1) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, or (2) such securities shall have been transferred pursuant to Rule 144 of the Securities Act, or with respect to any Investor, securities of such Investor shall cease to be registrable securities, on the earlier of (x) the date such Investor ceases to hold at least 1% of the registrable securities or (y) if such Investor is an individual and such Investor is a director or an executive officer of the Company or FSDC as of immediately prior to the consummation of the Business Combination, the date when such Investor is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. • Lockup . Under the Registration Rights Agreement, each Investor was required to enter into a customary lockup agreement restricting such investor from transferring any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock for one hundred eighty (180) days following February 5, 2021, which restriction expired August 4, 2021. The foregoing notwithstanding, each of our executive officers and directors was permitted to establish a plan to acquire and sell shares of Common Stock pursuant to Rule 10b5-1 under the Exchange Act; provided, however, no sale of shares under any such plan shall be made prior to the expiration of the one hundred eighty (180) day lock-up period on August 4, 2021. Voting Agreement We are a party to the Voting Agreement, pursuant to which certain of our stockholders agree to vote all voting securities of the Company that it owns from time to time and that it may vote in accordance with the provisions of the Voting Agreement, 95 whether at a regular or special meeting of stockholders. Pursuant to the Voting Agreement, until the earlier of (i) the fifth (5th) anniversary of February 5, 2021 or (ii) the date on which FS owns less than 1,217,563 shares of Common Stock, at each of our annual or special meetings of stockholders, FS shall have the right to designate for election as a member of the Board, and the Board (including any committee thereof) shall nominate (and recommend for election and include such recommendation in a timely manner in any proxy statement or other applicable announcement to its stockholders), one individual to serve as a Class III Director. If FS ceases to be entitled to nominate any directors, then such directors shall be nominated by the Board and approved by the holders of the outstanding shares of Common Stock. All directors elected pursuant to the terms of the Voting Agreement shall be removed from the Board only upon the vote or written consent of the voting party that is entitled to nominate, appoint or elect such director. Upon any decrease in the rights of any such voting party to nominate, appoint or elect any director, the applicable voting party shall promptly cause the removal or resignation of an applicable directors if requested by the Board. Upon any individual elected to serve as a director pursuant to the Voting Agreement ceasing to be a member of the Board, whether by death, resignation or removal or otherwise, only the voting party that was entitled to nominate, appoint or elect such individual shall have the right to fill any resulting vacancy in the Board; provided that such voting party still has the right to nominate, appoint or elect the applicable director. Series B Preferred Stock Financing On September 26, 2019, Merger Sub held the initial closing of its Series B Preferred Stock financing, pursuant to its Series B Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”), at which time Merger Sub issued 9,916,375 shares of its Series B Preferred Stock for a per share price of $1.3513, for aggregate gross proceeds in the amount of $13.4 million. On January 21, 2020, Merger Sub held the second closing of its Series B Preferred Stock financing, pursuant to the Series B Purchase Agreement, at which time we issued 14,874,563 shares of its Series B Preferred Stock for a per share price of $1.3513, for aggregate gross proceeds in the amount of $20.1 million. The following holders of more than 5% of Merger Sub’s capital stock participated in the initial closing and second closing of the Series B Preferred Stock financing. At the closing, the ancillary documents to the Series B Financing were terminated. Name of 5% Gemini Stockholder Number of Series B Preferred Stock Purchased – Initial Closing Aggregate Purchase Price – Initial Closing Number of Series B Preferred Stock Purchased – Second Closing Aggregate Purchase Price – Second Closing Entities affiliated with Lightstone Ventures(1) 1,924,073 $ 2,600,000.00 2,886,109 $ 3,899,999.09 OrbiMed Private Investments VI, LP 2,960,112 $ 3,999,999.35 4,440,168 $ 5,999,999.02 Atlas Venture Fund X, L.P. 2,072,078 $ 2,799,999.00 3,108,118 $ 4,199,999.85 Wu Capital Investment LLC(2) 2,960,112 $ 3,999,999.35 4,440,168 $ 5,999,999.02 (1) Includes Lightstone Ventures, L.P., which purchased 976,931 shares at the initial closing, Lightstone Ventures (A), L.P., which purchased 133,112 shares at the initial closing and Lightstone Singapore L.P., which purchased 814,030 shares at the initial closing and all of the shares at the second closing. (2) Shares initially purchased by Wu Capital LLC and subsequently transferred to Wu Capital Investment LLC. Certain Relationships and Related Transactions – FS Development Corp. On June 30, 2020, FS purchased an aggregate of 2,875,000 shares (the “Founder Shares”) of FSDC’s Class B Common Stock, par value $0.0001 per share (the “Class B Shares”) for a total purchase price of $25,000, or approximately $0.009 per share. In July 2020, FS transferred 30,000 Class B Shares to each of Robert Carey, Dan Dubin and Deepa Pakianathan. On August 11, 2020, FSDC effected a 1:1.05 stock split of FSDC Class B Common Stock, resulting in FS holding 2,928,750 Class B Shares and there being an aggregate of 3,018,750 Class B Shares outstanding. The number of Class B Shares outstanding was determined based on the expectation that the total size of the initial public offering of FSDC would be a maximum of 12,075,000 shares of FSDC’s Class A Common Stock, par value $0.000 per share (the “Class A Shares”), if the underwriters’ over-allotment option would be exercised in full, and therefore that such Class B Shares would represent 20% of the issued and outstanding shares of common stock (excluding the Private Placement Shares (as defined below)) after such offering. FS purchased 441,500 Class A Shares (collectively, the “Private Placement Shares”) at a price of $10.00 per share, or $4,415,000 in the aggregate, in a private placement that closed simultaneously with FSDC’s initial public offering (the “FSDC IPO”). 96 Until the Closing, FSDC utilized office space at 600 Montgomery Street, Suite 4500, San Francisco, California 94111 from FS. Following the closing of the FSDC IPO, FSDC paid FS $10,000 per month for office space, secretarial and administrative services provided to members of its management team pursuant to the terms of an administrative services agreement between FSDC and FS. FS and FSDC’s executive officers and directors were reimbursed for any out-of-pocket expenses incurred in connection with activities on FSDC’s behalf, in connection with the completion of an initial business combination, such as identifying potential target businesses and performing due diligence on suitable business combinations. FSDC’s audit committee reviewed on a quarterly basis all payments that were made to FS, officers, directors or its or their affiliates. FS loaned FSDC $200,000 to be used for a portion of the expenses of the FSDC IPO. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2020 or the closing of the FSDC IPO. These loans were fully repaid by FSDC on August 14, 2020. In connection with the Business Combination, as part of the sale of 9,506,000 newly issued shares of Common Stock, an affiliate of FS had entered into a subscription agreement to purchase 1,500,000 shares of Common Stock at a purchase price of $10 per share in a private placement concurrent with the Business Combination. In connection with the closing of the Business Combination, the affiliate of FS assigned to FS its obligation to purchase its shares under the subscription agreement so that FS purchased such shares. On August 11, 2020, FSDC entered into a registration rights agreement (the “prior registration rights agreement”) with respect to the Founders Shares and Private Placement Shares. The holders of these securities were entitled to make up to three demands, excluding short form demands, that FSDC register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of FSDC’s initial business combination. FSDC bears the expenses incurred in connection with the filing of any such registration statements. As part of the prior registration rights agreement, certain holders of registrable securities agreed to a lock-up period of one year from the closing of the Business Combination. In connection with the closing of the Business Combination, the FSDC Investors and certain other stockholders entered into the Registration Rights Agreement with us that replaced the prior registration rights agreement. In connection with the Merger Agreement related to the Business Combination, the FSDC Investors entered into support agreements with FSDC, Merger Sub and FS. Under such support agreements, each such stockholder agreed to vote, at any meeting of the stockholders of FSDC, and in any action by written consent of the stockholders of FSDC, all of such stockholder’s Class B Common Stock of FSDC (i) in favor of (A) the Merger Agreement, (B) certain proposals requiring approval by our stockholders in connection with Business Combination, and (C) the transactions contemplated by the Merger Agreement and such support agreements, and (ii) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and the approval of such stockholder proposals. In addition, such support agreements prohibit each such stockholder from, among other things, selling, assigning or transferring any Class B Common Stock of FSDC held by such stockholder or taking any action that would prevent or disable such stockholder from performing its obligations under the support agreement. Convertible Note Financing On August 21, 2020, Merger Sub issued convertible promissory notes for aggregate gross proceeds of $14,000,000 (the “Notes”), at a closing held pursuant to a convertible note purchase agreement among Merger Sub and certain investors. The following holders of more than 5% of Merger Sub’s capital stock participated in the note financing. The Notes accrue simple interest at 8% per annum and matured on February 21, 2021. Prior to the closing of the Business Combination with FSDC, all principal and accrued interest under the Notes converted into shares of Merger Sub’s Series B Preferred Stock. Name of 5% Gemini Stockholder Principal Amount of Note Purchased Lightstone Singapore L.P. $ 3,000,000 OrbiMed Private Investments VI, LP $ 4,887,000 Atlas Venture Opportunity Fund I, L.P. $ 4,361,000 Wu Capital Investment LLC $ 1,752,000 Gemini Accounting Services 97 On April 17, 2020, Merger Sub engaged Danforth Advisors, an accounting and finance advisory company managed by Gregg Beloff, our former Interim Chief Financial Officer. For the year ended December 31, 2021, the costs incurred under this arrangement totaled $0.6 million. Director Independence Current Nasdaq listing guidelines require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. The Board has determined that each individual who serves on the Board, other than Dr. Gemayel and Dr. Tananbaum, qualifies as an independent director under the Listing Standards. In making such independence determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining their independence. Item 14. Principal Accounting Fees and Services. Our independent public accounting firm is Ernst & Young LLP, Boston, Massachusetts (PCAOB Auditor ID: 42 ). Withum Smith+Brown, P.C. (“Withum”) served as the independent registered public accounting firm for FSDC with respect to the audit of the 2020 Financial Statements. Withum was informed that it would be replaced by Ernst & Young as the Company’s independent registered public accounting firm following completion of its audit of the Company’s financial statements for the fiscal year ended December 31, 2020 and the consummation of the business combination between Merger Sub and FSDC on February 5, 2021 (the “Business Combination”). The following is a summary and description of fees paid by us to Ernst & Young for the fiscal year ended December 31, 2021 and to Withum for the period from June 25, 2020 (inception) through December 31, 2020. Fee Category 2021 2020 Audit Fees(1) $ 557,425 $ 122,365 Audit-Related Fees(2) — — Tax Fees(3) 16,480 — All Other Fees(4) 3,390 — Total Fees $ 577,295 $ 122,365 (1) Audit Fees include fees for professional services rendered for the audit of year-end financial statements, reviews of quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. (2) Audit-Related Fees include fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. (3) Tax Fees include fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. (4) All Other Fees consist of fees billed for all other services, including annual licensing fees for accounting database subscriptions. 98 PART IV Item 15. Exhibits, Fina ncial Statement Schedules. The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements The following Report and Consolidated Financial Statements of the Company are included in this Annual Report on Form 10-K: • Report of Independent Registered Public Accounting Firm (PCAOB Auditor ID: 42) • Consolidated Balance Sheets • Consolidated Statements of Operations and Comprehensive Loss • Consolidated Statements of Stockholders’ Equity (Deficit) • Consolidated Statements of Cash Flows • Notes to Consolidated Financial Statements (2) Financial Statement Schedule All financial statement schedules are omitted because they are not applicable, not required, or the required information is shown in the financial statements or the notes thereto. (3) Exhibits We hereby file as part of this report the exhibits listed in the attached Exhibit Index. 99 Exhibit Index Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation of Gemini Therapeutics, Inc. (incorporated by reference to Annex B to the Registrant’s Proxy Statement/Prospectus on Form S-4/A (Registration No. 333-249785)) 3.2 Amended and Restated By-laws of Gemini Therapeutics, Inc. (incorporated by reference to Annex C to the Registrant’s Proxy Statement/Prospectus on Form S-4/A (Registration No. 333-249785)) 4.1 Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-4/A (Registration No. 333-249785)) 4.2 Registration Rights Agreement, dated February 5, 2021, by and among Gemini Therapeutics, Inc. and the stockholder parties thereto (incorporated by reference to Exhibit 10.1 on Form 8-A12B/A filed on February 5, 2021) 4.3 Voting Agreement, dated February 5, 2021, by and among Gemini Therapeutics, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 11, 2021) 4.4* Description of Securities. 10.1# Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Annex D to the Registrant’s Proxy Statement/Prospectus on Form S-4/A (Registration No. 333-249785)) 10.2# Forms of Award Agreements under the Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 of Registrant’s Current Report on Form 8-K filed on February 11, 2021) 10.3# Gemini Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Annex 1 to Proxy Statement on Schedule 14A filed on August 17, 2021) 10.4# Form of Indemnification Agreement for Directors of Gemini Therapeutics, Inc. (incorporated by reference to Exhibit 10.6 of Registrant’s Current Report on Form 8-K filed on February 11, 2021) 10.5# Form of Indemnification Agreement for Officers of Gemini Therapeutics, Inc. (incorporated by reference to Exhibit 10.7 of Registrant’s Current Report on Form 8-K filed on February 11, 2021) 10.6# Employment Agreement, dated as of November 15, 2021, by and between Gemini Therapeutics, Inc. and Dr. Georges Gemayel (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.7# Retention Agreement, dated as of October 4, 2021, by and between Gemini Therapeutics, Inc. and Dr. Samuel Barone (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.8# Employment Agreement, dated as of February 4, 2021, by and between Gemini Therapeutics, Inc. and Brian Piekos (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2021) 10.9# Employment Agreement, dated as of April 12, 2021, by and between Gemini Therapeutics, Inc. and Dr. Samuel Barone (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2021) 10.10# Employment Agreement, dated as of February 5, 2021, by and between Gemini Therapeutics, Inc. and Jason Meyenburg (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on February 11, 2021) 10.11# Separation Agreement and Release, dated as of February 28, 2022, by and between Gemini Therapeutics, Inc. and Jason Meyenburg (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022) 100 10.12# Gemini Therapeutics, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 99.3 of Registrant’s Form S-8 filed on April 13, 2021 (Registration No. 333-255194)) 10.13* Second Amendment Agreement, dated March 7, 2022, by and between Sanquin Blood Supply Foundation and Gemini Therapeutics Sub, Inc. 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Current Report on Form 8-K filed on February 11, 2021) 23.1* Consent of Ernst & Young LLP, independent registered public accounting firm 24.1* Power of Attorney (included on signature page of this Annual Report) 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted 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* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed, or submitted electronically, herewith. # Indicates management contract or compensatory plan. 101 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Company Name Date: March 10, 2022 By: /s/ Georges Gemayel Dr. Georges Gemayel Interim President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Georges Gemayel, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Georges Gemayel Interim President and Chief Executive Officer and Executive Chair (Principal Executive Officer) March 10, 2022 Dr. Georges Gemayel /s/ Brian Piekos Chief Financial Officer and Chief Business Officer (Principal Financial Officer and Principal Accounting Officer) March 10, 2022 Brian Piekos /s/ Carl Gordon Director March 10, 2022 Dr. Carl Gordon /s/ David Lubner Director March 10, 2022 David Lubner /s/ Tuyen Ong Director March 10, 2022 Dr. Tuyen Ong /s/ Jason Rhodes Director March 10, 2022 Jason Rhodes /s/ Jim Tananbaum Director March 10, 2022 Dr. Jim Tananbaum 102 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021 and 2020 F- 4 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021 and 2020 F- 5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F- 7 Notes to Consolidated Financial Statements F- 8 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Gemini Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Gemini Therapeutics, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2019. Boston, Massachusetts March 10, 2022 F- 2 Gemini Therapeutics, Inc. Consolidated Balance Sheets (In thousands, except share and per share amounts) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 136,627 $ 4,503 Restricted cash, current 223 — Prepaid expenses and other current assets 3,250 562 Total current assets 140,100 5,065 Property and equipment, net — 294 Restricted cash, non-current 100 323 Deferred offering costs — 2,637 Other assets 237 — Total assets $ 140,437 $ 8,319 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts payable $ 2,950 $ 2,377 Accrued expenses and other current liabilities 6,884 5,810 Term loan, current portion 5,000 5,000 Convertible notes — 11,689 Total current liabilities 14,834 24,876 Warrant liability — 76 Other liabilities 358 277 Term loan, net of current portion and discount 404 4,951 Total liabilities 15,596 30,180 Stockholders' equity (deficit): Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020 — — Common stock, $ 0.0001 par value; 250,000,000 shares authorized; 43,208,159 and 15,565,380 shares issued and outstanding as of December 31, 2021 and 2020, respectively 4 2 Additional paid-in capital 309,527 90,958 Accumulated deficit ( 184,690 ) ( 112,821 ) Total stockholders’ equity (deficit) 124,841 ( 21,861 ) Total liabilities and stockholders’ equity (deficit) $ 140,437 $ 8,319 The accompanying notes are an integral part of the consolidated financial statements. F- 3 Gemini Therapeutics, Inc. Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share amounts) Years Ended December 31, 2021 2020 Operating expenses: Research and development $ 48,717 $ 28,170 General and administrative 20,285 5,870 Total operating expenses 69,002 34,040 Loss from operations ( 69,002 ) ( 34,040 ) Other income (expense): Interest expense ( 2,158 ) ( 6,826 ) Interest income 15 37 Loss on conversion of convertible notes ( 711 ) — Change in fair value of warrant liability — ( 8 ) Other expense ( 13 ) — Net loss and comprehensive loss $ ( 71,869 ) $ ( 40,837 ) Net loss per share, basic and diluted $ ( 1.78 ) $ ( 2.70 ) Weighted average common shares outstanding, basic and diluted 40,362,303 15,115,129 The accompanying notes are an integral part of the consolidated financial statements. F- 4 Gemini Therapeutics, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) (In thousands, except share amounts) Series A Convertible Preferred Stock Series B Convertible Preferred Stock Old Gemini Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at December 31, 2019 (as previously reported) 39,722,088 $ 47,113 9,916,375 $ 13,252 5,313,766 $ 5 — $ - $ 1,182 $ ( 71,984 ) $ ( 70,797 ) Retroactive application of the recapitalization due to the Business Combination (Note 2) ( 39,722,088 ) ( 47,113 ) ( 9,916,375 ) ( 13,252 ) ( 5,313,766 ) ( 5 ) 11,979,586 1 60,369 — 60,365 Balance at December 31, 2019, effect of Business Combination (Note 2) — — — — — — 11,979,586 1 61,551 ( 71,984 ) ( 10,432 ) Issuance of Series B convertible preferred stock, net of issuance costs of $16 — — — — — — 3,242,655 1 20,083 — 20,084 Beneficial conversion feature relating to discount on convertible promissory notes — — — — — — — — 8,177 — 8,177 Issuance of common stock upon exercise of stock options — — — — — — 285,260 — 164 — 164 Vesting of restricted common stock — — — — — — 57,879 — — — — Stock-based compensation expense — — — — — — — — 983 — 983 Net loss — — — — — — — — — ( 40,837 ) ( 40,837 ) Balance at December 31, 2020, effect of Business Combination (Note 2) — $ — — $ — — $ — 15,565,380 $ 2 $ 90,958 $ ( 112,821 ) $ ( 21,861 ) F- 5 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Old Gemini Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2020 (as previously reported) 39,722,088 $ 47,113 24,790,938 $ 33,336 6,900,493 $ 7 — $ - $ 10,504 $ ( 112,821 ) $ ( 102,310 ) Retroactive application of the recapitalization due to the Business Combination (Note 2) ( 39,722,088 ) ( 47,113 ) ( 24,790,938 ) ( 33,336 ) ( 6,900,493 ) ( 7 ) 15,565,380 2 80,454 — 80,449 Balance at December 31, 2020, effect of Business Combination (Note 2) — — — — — — 15,565,380 2 90,958 ( 112,821 ) ( 21,861 ) Issuance of common stock upon Business Combination, net of issuance costs (Note 2) — — — — — — 25,041,150 2 195,880 — 195,882 Conversion of promissory notes (Note 2) 2,341,316 — 14,515 — 14,515 Issuance of common stock upon exercise of warrants (Note 2) — — — — — — 15,257 — 76 — 76 Vesting of restricted common stock — — — — — — 35,561 — — — — Issuance of common stock upon exercise of stock options — — — — — — 209,495 — 311 — 311 Stock-based compensation expense — — — — — — — — 7,787 — 7,787 Net loss — — — — — — — — — ( 71,869 ) ( 71,869 ) Balance at December 31, 2021, effect of Business Combination (Note 2) — $ — — $ — — $ — 43,208,159 $ 4 $ 309,527 $ ( 184,690 ) $ 124,841 The accompanying notes are an integral part of the consolidated financial statements. F- 6 Gemini Therapeutics, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 71,869 ) $ ( 40,837 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 231 322 Gain on the sale of property and equipment ( 303 ) — Stock-based compensation expense 7,787 983 Non-cash interest expense 283 613 Change in fair value of warrant liability — 8 Loss on conversion of convertible notes 711 — Accretion of discount on convertible notes 1,600 5,866 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 2,536 ) 1,677 Deferred offering costs 1,341 ( 1,341 ) Other assets ( 237 ) 2 Accounts payable 1,562 ( 2,408 ) Accrued expenses and other current liabilities 1,730 2,407 Net cash used in operating activities ( 59,700 ) ( 32,708 ) Cash flows from investing activities: Purchase of property and equipment ( 71 ) ( 22 ) Proceeds from the sale of property and equipment 415 — Net cash provided by (used in) investing activities 344 ( 22 ) Cash flows from financing activities: Proceeds from Business Combination, net 195,882 — Proceeds from sale of Series B convertible preferred stock, net — 20,084 Proceeds from convertible notes — 14,000 Proceeds from exercise of stock options 181 163 Principal payments on term loan ( 4,583 ) — Net cash provided by financing activities 191,480 34,247 Increase in cash, cash equivalents and restricted cash 132,124 1,517 Cash, cash equivalents and restricted cash at beginning of year 4,826 3,309 Cash, cash equivalents and restricted cash at end of year $ 136,950 $ 4,826 Supplemental disclosure Cash paid for interest $ 307 $ 345 Noncash investing and financing activities Conversion of convertible notes to Series B preferred stock $ 14,515 $ — Exercise of warrants $ 76 $ — Proceeds from exercise of stock options included in other current assets $ 131 $ — Proceeds from the sale of property and equipment included in other current assets $ 22 $ — Discount on convertible notes $ — $ 8,177 Deferred offering costs included in accounts payable and accrued expenses and other current liabilities $ — $ 1,296 The accompanying notes are an integral part of the consolidated financial statements. F- 7 Gemini Therapeutics, Inc. Notes to Consolidated Financial Statements 1. Nature of the business Gemini Therapeutics Inc. (the “Company” or “Gemini”) is a clinical-stage precision medicine company developing novel therapeutic compounds to treat genetically defined, age-related macular degeneration. The Company was founded on March 3, 2015. Unless the context otherwise requires, references in these notes to “Gemini”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean Gemini Therapeutics, Inc. and its consolidated subsidiary following the Business Combination (as defined below). Since its inception, the Company has devoted substantially all its efforts and financial resources to organizing and staffing the Company, business planning, raising capital, discovering product candidates and securing related intellectual property rights and conducting research and development activities for its product candidates. In January 2022, the Company discontinued both of its Phase 2a clinical trials for GEM103. The Company's other product candidate, GEM307, is in the preclinical stage of development. On February 5, 2021 (the “Closing Date”), FS Development Corporation, a Delaware corporation (“FSDC”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Gemini Therapeutics, Inc., a Delaware corporation (“Old Gemini”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Stockholders’ Representative”), FSDC and FSG Merger Sub Inc., a Delaware corporation (“Merger Sub”). FSDC was incorporated in Delaware on June 25, 2020 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On the day prior to the Closing Date, Old Gemini changed its name to “Gemini Therapeutics Sub, Inc.” Pursuant to the Merger Agreement, on the Closing Date, (i) FSDC changed its name to “Gemini Therapeutics, Inc.” and (ii) Old Gemini merged with and into Merger Sub (the “Merger”), with Old Gemini as the surviving company in the Merger and, after giving effect to such Merger, Old Gemini becoming a wholly-owned subsidiary of Gemini. Upon the closing of the Business Combination, and pursuant to the terms of the Merger Agreement, the existing shareholders of Old Gemini exchanged their interests for shares of common stock of Gemini. In connection with the Business Combination, certain investors purchased an aggregate of $ 95.1 million of the Company’s Common Stock in a private placement of public equity (the “PIPE Financing”). Together with FSDC’s cash resources and funding of the PIPE Financing, the Company received net proceeds of approximately $ 195.9 million. For additional information on the Business Combination, please refer to Note 2, Business Combination , to these consolidated financial statements. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing, compliance with government regulations and the impact of the novel coronavirus disease (“COVID-19”) pandemic. If the Company does not successfully commercialize any of its product candidates, it will be unable to generate recurring product revenue or achieve profitability. The Company’s product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company F- 8 operates in an environment of rapid change in technology and is dependent upon the services of its employees, consultants, third-party contract research organizations and other third-party organizations. Prior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, borrowings under convertible promissory notes and borrowings under loan agreements. The Company believes that its $ 136.6 million of cash and cash equivalents as of December 31, 2021 will enable it to fund its planned operations for at least twelve months from the issuance date of these consolidated financial statements, though the Company may raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. Management’s expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Its operating plan may change as a result of many factors currently unknown to management, and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than anticipated. If adequate funds are not available to the Company on a timely basis, on acceptable terms or at all, management may be required to delay, limit, reduce or terminate certain of its research, product development or future commercialization efforts, obtain funds through arrangements with collaborators on terms unfavorable to the Company, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of its stockholders. Impact of the COVID-19 Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The ongoing COVID-19 pandemic and the increased prevalence of variants of the virus, and government measures taken in response, have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, has spiked, while demand for other goods and services, such as travel, has fallen. The ongoing COVID-19 pandemic and related impacts have resulted in and will likely continue to result in significant disruptions to the global economy and capital markets around the world. The Company cannot predict the future progression or full impact of the outbreak and its effects on the Company’s business and operations. The Company has not incurred impairment losses in the carrying values of its assets as a result of the ongoing COVID-19 pandemic, and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these consolidated financial statements. Although the COVID-19 pandemic did not have a significant impact on the Company’s financial results in 2021, the full extent to which the ongoing COVID-19 pandemic may impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain, and the estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19, including the duration of the pandemic, any potential subsequent waves or strains of COVID-19 infection, the effectiveness, distribution and acceptance of COVID-19 vaccines and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. 2. Business Combination On February 5, 2021, Old Gemini and FSDC completed the Business Combination pursuant to the Merger Agreement with Old Gemini surviving the merger as a wholly owned subsidiary of FSDC. Net proceeds from the Business Combination totaled approximately $ 195.9 million, which included funds held in FSDC’s trust account and the completion of the concurrent PIPE Financing. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i) all shares of Old Gemini’s Series B Preferred Stock (including shares of Series B Preferred Stock issued upon conversion of outstanding convertible promissory notes), Series A Preferred Stock and Common Stock (collectively, “Old Gemini Stock”) issued and outstanding immediately prior to the effective time of the Merger, whether vested or unvested, were converted into the right to receive their pro rata portion of the 17,942,274 shares of FSDC Class A Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”), provided that 2,150,000 shares of Common Stock are held in escrow for a period of 12 months from the Closing Date to satisfy any indemnification obligations of Old Gemini under the Merger Agreement; (ii) each option exercisable for Old Gemini Stock that was outstanding immediately prior to effective time of the Merger was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement, and (iii) 4,264,341 shares of Common Stock were reserved for issuance under the newly adopted 2021 Stock Option and Incentive Plan (the “2021 Plan”). F- 9 The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Old Gemini issuing stock for the net assets of FSDC, accompanied by a recapitalization, with FSDC treated as the acquired company for accounting purposes. The determination of FSDC as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, shareholders of Old Gemini prior to the Business Combination have a majority of the voting power of the combined company, the operations of Old Gemini will comprise all of the ongoing operations of the combined entity, and Old Gemini’s senior management will comprise all of the senior management of the combined company. The net assets of FSDC were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Old Gemini. The shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Old Gemini share for 0.2180 shares of the Company) (the “Conversion Ratio”). In connection with the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction totaling $ 21.0 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the consolidated balance sheet as of December 31, 2021. PIPE Financing Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 9,506,000 shares of Common Stock for an aggregate purchase price of $ 95.1 million. Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination (in thousands): Cash - FSDC Trust Account and cash (net of redemptions) $ 121,782 Cash - PIPE Financing 95,060 Less: Equity issuance costs and other costs paid ( 20,960 ) Net proceeds from the Business Combination $ 195,882 Summary of Shares Issued The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination: FSDC shares outstanding prior to the Business Combination 15,535,150 Shares issued pursuant to the PIPE Financing 9,506,000 Business Combination and PIPE Financing shares 25,041,150 Conversion of Old Gemini Series A preferred stock for common stock 8,657,869 Conversion of Old Gemini Series B preferred stock for common stock 7,744,785 Conversion of Old Gemini common stock for common stock 1,539,603 Issuance of common stock upon exercise of warrants 15,257 Total shares of the Company's common stock outstanding immediately following the Business Combination 42,998,664 3. Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements include those of the Company and its subsidiary, Gemini Therapeutics Sub, Inc., after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). F- 10 As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Conversion Ratio established in the Merger Agreement. For additional information regarding the Business Combination, please refer to Note 2, Business Combination , to these consolidated financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates contained within these financial statements include, but are not limited to, the accruals of research and development expenses, share-based awards utilized for stock-based compensation purposes, and, prior to the Business Combination, the estimated fair value of the Company’s common stock and warrant liability. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ materially from those estimates or assumptions. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. The objectives of the Company’s cash management policy are to safeguard and preserve funds to maintain liquidity sufficient to meet the Company’s cash flow requirements and to attain a market rate of return. The Company’s cash equivalents consist of amounts invested in money market mutual funds as of December 31, 2021 and 2020. Restricted cash Restricted cash amounted to $ 0.3 million as of December 31, 2021 and 2020, which consists of $ 0.1 million to collateralize the Company’s credit cards and $ 0.2 million to collateralize its irrevocable standby letter of credit for its facility lease arrangement. The letter of credit is in the name of the landlord and was required to fulfill lease requirements in the event the Company should default on its lease obligation. The facility lease arrangement was terminated on December 31, 2021. A reconciliation of the cash and cash equivalents and restricted cash as presented in the Company’s consolidated balance sheets to the Company’s consolidated statements of cash flows is as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 136,627 $ 4,503 Restricted cash 323 323 Total cash, cash equivalents and restricted cash $ 136,950 $ 4,826 Concentration of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in accredited financial institutions in amounts that could exceed federally insured limits. Cash equivalents are invested in money market funds. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. F- 11 Property and equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives are as follows: Computer equipment 3 years Furniture and fixtures 5 years Laboratory equipment 3 years Leasehold improvements Shorter of the useful life of the asset or the life of the lease Costs for capital assets not yet placed in service are capitalized and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for normal, recurring or periodic repairs and maintenance activities are charged to expense as incurred. As of December 31, 2021, all fixed assets of the Company have been sold or disposed. Impairment of long-lived assets Long-lived assets, comprised of property and equipment, to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Offering costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. The Company had no deferred offering costs as of December 31, 2021. As of December 31, 2020, the Company recorded deferred offering costs of $ 2.6 million related to the costs incurred in connection with the Business Combination . Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 – Quoted prices in active markets that are identical assets or liabilities. Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. F- 12 The Company’s cash equivalents and preferred stock warrant liability (outstanding as of December 31, 2020) are carried at fair value, determined according to the fair value hierarchy described above (also see Note 4). The carrying values of the Company’s prepaid expenses and other current assets and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. In February 2019, the Company entered into a term loan facility of up to $ 10.0 million (the “Term Loan”) with Silicon Valley Bank (“SVB”). The carrying value of the Company’s Term Loan as of December 31, 2021 and 2020 (see Note 8) approximated fair value based on interest rates currently available to the Company. Debt issuance costs The carrying value of the Company’s Term Loan was recorded net of issuance costs and discount relating to the issuance of warrants. The debt discounts are amortized over the term of the debt using the effective interest method and recognized as interest expense. Warrants In February 2019, concurrent with the Company’s Term Loan agreement (see Note 8), the Company issued warrants to purchase shares of Old Gemini’s Series A preferred stock. The Company accounted for the warrants to purchase Series A preferred stock as a liability as these warrants were freestanding financial instruments that may have required the Company to transfer assets upon exercise. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes Option Pricing Model and adjusted to fair value at the end of each reporting period. Changes in the fair value of the warrants are recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. The estimates in the Black-Scholes Option Pricing Model are based, in part, on subjective assumptions, including, stock price volatility, term of the warrants, risk free interest rate, dividend yield and the fair value of the preferred stock underlying the warrants. Such assumptions could differ materially in the future. At the closing of the Business Combination, the warrants were automatically exercised for 15,257 shares of the Company's common stock. Segment information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s singular focus is the development of novel therapies for genetically defined, age-related macular degeneration. The Company has determined that it operates as a single operating segment and has one reportable segment. The Company’s long-lived assets are located in the United States. Research and development contract costs and accruals Research and development expenses include employee payroll, consulting, contract research and manufacturing, depreciation, rent and other corporate costs attributable to research and development activities and are expensed as incurred. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development expenses in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. F- 13 Patent costs The Company expenses all patent-related costs incurred in connection with filing and prosecuting patent applications. It records such costs within general and administrative expenses in its accompanying consolidated statements of operations and comprehensive loss. Stock-based compensation The Company measures all stock-based awards granted to employees, directors and non-employees based on the fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. The Company grants stock options and restricted stock awards that are subject to either service or performance-based vesting conditions. For awards with service-based vesting conditions, the Company recognizes equity-based compensation expense on a straight-line basis over the vesting period. Compensation expense related to awards to employees and non-employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The Company estimates the probability that certain performance criteria will be met and does not recognize compensation expense until it is probable that the performance-based vesting condition will be achieved. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Determination of Fair Value Subsequent to the closing of the Business Combination, the fair value of each share of common stock underlying stock-based awards is determined based on the closing price of the Company’s common stock as reported by Nasdaq on the date of grant. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the fair value of the Company’s common stock, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock. Prior to the completion of the Business Combination transaction, given that there had been no public market for the Company’s common stock, the estimated fair value of its common stock was determined by the board of directors as of the date of each award grant, with input from management, considering the Company’s most recently available third-party valuations of common stock. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s common stock valuations were prepared using an option pricing method (“OPM”) or a hybrid method, both of which used market approaches to estimate its enterprise value. The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceeded the value of the preferred stock liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger. A discount for lack of marketability of the common stock is then applied to arrive at an indication of value for the common stock. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of the Company’s common stock based upon an analysis of its future values, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each F- 14 class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. There are significant judgments and estimates inherent in the determination of the fair value of the Company’s common stock. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior rights and preferences of securities senior to the common securities at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. To the extent an income tax provision is necessary, the provision for income taxes would include the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Comprehensive loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for each of the periods presented in the accompanying consolidated financial statements. Net loss per share The Company calculates earnings per share in accordance with ASC Topic 260, Earnings per Shar e. The two-class method of computing earnings per share is required for entities that have participating securities. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding options, unvested restricted common stock and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2020. F- 15 Emerging growth company status The Company qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. Recently adopted accounting pronouncements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , (“ASU 2018-18”). The amendments in this update clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. This standard became effective for the Company on January 1, 2021 and did not have a material impact on its consolidated financial statements as the Company had no transactions applicable to this guidance; however, the standard may impact how the Company accounts for certain business transactions in the future. Recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases ( Topic 842 ), Amendments to the FASB Accounting Standards Codification ( “ASU 2016-02”), which replaces the existing guidance for leases. ASU 2016-02 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve-month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and a lease liability will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. The guidance is effective for annual reporting periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022, and early adoption is permitted. The Company currently anticipates applying the modified retrospective approach effective January 1, 2022. The Company currently expects to elect the package of practical expedients which allows entities to not reassess (i) whether an arrangement is or contains a lease, (ii) the classification of its leases, and (iii) the accounting for initial direct costs. Further, the Company currently anticipates electing, by class of underlying asset, the short-term lease exception for leases with terms of twelve months or less. In doing so, the Company will not recognize a lease liability or right-of-use asset on its consolidated balance sheets for such short-term leases. Finally, the Company currently expects to elect, by class of underlying asset, the practical expedient to not separate lease and non-lease components. The Company does not expect that the adoption of ASU 2016-02 will have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments , which has been subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-3 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2016-13 may have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective for annual reporting periods beginning after December 15, 2021. The Company does not expect that the adoption of ASU 2018-18 will have a material impact on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which reduces the number of F- 16 accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. 4. Fair value measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value (in thousands) on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds in cash and cash equivalents $ 135,631 $ — $ — $ 135,631 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Money market funds in cash and cash equivalents $ 4,015 $ — $ — $ 4,015 Liabilities Warrant liability $ — $ — $ 76 $ 76 The values of cash equivalents are classified as Level 1 measurements under the fair value hierarchy as these assets have been valued using quoted market prices in active markets and do not have any restrictions on redemption. As of December 31, 2021 and 2020, cash equivalents were comprised of funds in money market accounts. There were no transfers or reclassifications between Level 1, Level 2 and Level 3 during the year ended December 31, 2021. The value of the warrant liability was classified as a Level 3 measurement under the fair value hierarchy, as this liability was valued based on significant inputs not observable in the market. Warrants to purchase Series A Preferred Stock In February 2019, concurrent with the Company’s Term Loan agreement, the Company issued warrants to purchase 15,257 shares of Old Gemini’s Series A preferred stock. The warrants had an exercise price of $ 5.46 per share and expired in February 2029, representing a contractual term of ten years from issuance. At the closing of the Business Combination, the warrants were automatically exercised for 15,257 shares of the Company’s common stock. The fair value of the warrants was recorded as a liability on the date of issuance and was revalued at the end of each reporting period until being exercised upon the closing of the Business Combination. The following table provides a roll-forward of the activity of the Company’s Series A preferred stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): Balance at December 31, 2019 $ 68 Change in fair value 8 Balance at December 31, 2020 $ 76 Warrant exercise ( 76 ) Balance at December 31, 2021 $ — F- 17 The fair value of the warrants to purchase shares of the Company’s Series A preferred stock at an exercise price of $ 5.46 per share, including subsequent remeasurements, was estimated using the Black-Scholes Option Pricing Model using the following assumptions: Year Ended December 31, 2021 2020 Fair value of the underlying instrument $ — $ 5.87 - $ 6.47 Risk-free interest rate — % 0.57 % - 0.75 % Expected term (in years) — 8.1 - 8.9 Expected volatility — % 73.8 % - 79.2 % Expected dividend yield — % 0.0 % The risk-free interest rate used is the rate for a U.S. Treasury zero coupon issue with a term consistent with the remaining contractual term of the warrant on the date of measurement. The Company has not paid, and does not expect to pay, any cash dividends in the foreseeable future. The Company based the expected term assumption on the actual remaining contractual term of the respective warrants as of the date of measurement. The expected volatility is based on historical volatilities from guideline companies since there is no active market for the Company’s common stock. The fair value on the date of measurement of the Series A preferred stock, the underlying instrument, was estimated by management with the assistance of a third-party valuation specialist. 5. Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ — $ 808 Computer equipment — 29 Furniture and fixtures — 53 Leasehold improvements — 65 Total — 955 Less accumulated depreciation — ( 661 ) Property and equipment, net $ — $ 294 Depreciation expense for the years ended December 31, 2021 and 2020 was approximately $ 0.2 million and $ 0.3 million, respectively. The Company also recorded a gain on sale of property and equipment of $ 0.3 million for the year ended December 31, 2021, of which $ 0.2 million was recorded to research and development expense and $ 0.1 million was recorded to general and administrative expense in the accompanying consolidated statement of operations and comprehensive loss . As of December 31, 2021, all fixed assets of the Company have been sold or disposed. 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued external research and development $ 4,031 $ 3,136 Accrued payroll and benefits 2,603 1,500 Accrued professional fees 233 691 Accrued interest 17 437 Accrued other — 46 $ 6,884 $ 5,810 7. Corporate restructuring F- 18 In October 2021, the Company announced a restructuring plan that resulted in a reduction of the Company’s workforce by 11 positions, or approximately 26 % of the Company’s then workforce. A majority of these employees’ separation from the Company occurred in mid-October 2021, and the remaining affected employees transitioned by the end of 2021. As a result, the Company incurred costs of $ 1.4 million related to severance benefits for the affected employees, including severance payments, limited reimbursement of medical insurance premiums, outplacement services and other restructuring costs and expenses. Each affected employee’s eligibility for the severance benefits was contingent upon such employee’s execution (without revocation, as applicable) of a separation agreement, which includes a general release of claims against the Company. The restructuring plan was completed by the end of 2021. Of the $ 1.4 million in costs recognized related to the restructuring plan, $ 0.9 million and $ 0.5 million have been charged to research and development and general and administrative expenses, respectively, in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. During the year ended December 31, 2021, the Company paid $ 0.5 million in severance benefits to separating employees related to the restructuring plan. At December 31, 2021, unpaid severance costs of $ 0.9 million are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet and are expected to be paid during the first quarter of 2022. 8. Term loan In February 2019, the Company entered into a Term Loan facility of up to $ 10.0 million with SVB. The proceeds were used for general corporate and working capital purposes. Concurrent with the Term Loan, the Company issued SVB warrants to purchase 15,257 shares of the Company’s Series A preferred stock at an exercise price of $ 5.46 (see Note 3). As of December 31, 2021 and 2020, the Company had $ 5.4 million and $ 10.0 million, respectively, in principal outstanding under the Term Loan. The Term Loan is governed by a loan and security agreement, entered into in February 2019 , between the Company and SVB (the “SVB Loan Agreement”). The SVB Loan Agreement provided for two separate tranches under which the Company could borrow. In April 2019, the Company borrowed $ 7.5 million under the first tranche, and in December 2019, the Company borrowed $ 2.5 million under the second tranche. The Term Loan initially matured in July 2022 and accrues interest at a floating rate per annum equal to the greater of 3.75 % or the prime rate minus 1.5 % ( 1.75 % as of December 31, 2021). The Term Loan initially provided for monthly interest-only payments until July 2020. Thereafter, payments are payable in equal monthly installments of principal, plus all accrued and unpaid interest. The Company may prepay the Term Loan in whole upon 5 days’ prior written notice to SVB. Any such prepayment of the Term Loan is subject to a prepayment charge of 0.5 % of the then outstanding principal balance. Amounts outstanding during an event of default are payable upon SVB’s demand and will accrue interest at an additional rate of 5.0 % per annum of the past due amount outstanding. In April 2020, the Company entered into a deferral agreement with SVB to defer scheduled principal repayments on its Term Loan by six months. The deferral agreement was offered to the Company in connection with SVB’s venture debt relief initiative, which was started due to the COVID-19 pandemic. The Company’s first principal payment under its credit facility occurred in February 2021. The required monthly interest-only payment was not impacted by the deferral. The Term Loan’s new maturity date is in January 2023 . After considering the debt guidance in ASC 470, the Company concluded that it did not meet the indicators of a troubled debt restructuring and accounted for the deferral of principal payment as a debt modification. Since there were no fees paid to SVB in connection with the deferral agreement, the Company did not record any adjustments to the Company’s consolidated financial statements related to this deferral. At the end of the loan term (whether at maturity, by prepayment in full or otherwise), the Company is required to pay a final end of term charge to SVB in the amount of 4.0 % of the aggregate original principal amount advanced by SVB. The amount of the end of term charge is being accrued over the loan term as interest expense. As of December 31, 2021 and 2020, the Company had a liability related to the end of term charge of $ 0.4 million and $ 0.2 million, respectively, which has been classified within other long-term liabilities. The SVB Loan Agreement includes a provision under which SVB may accelerate the scheduled maturities of the Term Loan under conditions that are not objectively determinable. The Company evaluated the likelihood of such acceleration and determined that it is not probable and classified the Term Loan on the consolidated balance sheet in accordance with the repayment schedule as of December 31, 2021. F- 19 As of December 31, 2021, scheduled principal payments for the Term Loan are as follows (in thousands): Year Ending December 31, 2022 $ 5,000 2023 417 Total principal 5,417 Unamortized discounts ( 13 ) Carrying amount 5,404 Less current portion ( 5,000 ) Long-term portion $ 404 The Company recognized $ 0.5 million of interest expense related to the Term Loan during each of the years ended December 31, 2021 and 2020. 9. Convertible promissory notes In August 2020, Old Gemini entered into a purchase agreement with various investors to issue $ 14.0 million in convertible promissory notes (the “Notes”). The Notes accrued simple interest at 8 % per annum. The Company determined that a beneficial conversion feature (“BCF”) existed and should be recognized on the issuance date. The Company recorded the Notes at the original issuance price, net of the BCF discount. The BCF discount was accreted to the face value of the Notes over the period from the issuance date until the maturity date, offset against interest expense. The Notes served as a bridge loan prior to the PIPE Financing that was completed in connection with the closing of the Business Combination. The Notes were intended to automatically convert into shares of common stock issued in the PIPE Financing at a per share conversion price equal to the lowest per share price paid for such shares of common stock in the PIPE Financing. The Notes were amended to allow for the principal and interest to convert to shares of Series B preferred stock prior to the closing of the Business Combination. Accordingly, immediately prior to the closing of the Business Combination, the outstanding principal and interest under the Notes converted into 2,341,316 shares of Series B preferred stock at a per share conversion price of $ 6.1986 , and the Notes liability was extinguished. The Company recorded a loss on conversion of convertible notes of $ 0.7 million for the difference between the reacquisition price of the Notes and the net carrying amount of the Notes in the consolidated statements of operations for the year ended December 31, 2021 . As of December 31, 2020, the carrying value of the Notes was as follows (in thousands): Principal amount $ 14,000 Unamortized discount (beneficial conversion feature) ( 2,311 ) Carrying amount 11,689 Less current portion ( 11,689 ) Long-term portion $ — The Company recognized $ 1.7 million and $ 6.3 million of interest expense related to the Notes during the years ended December 31, 2021 and 2020, respectively. 10. Stockholders' equity (deficit) The consolidated statement of stockholders’ equity (deficit) has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as defined in Note 2, Business Combination . Preferred Stock Upon closing of the Business Combination and pursuant to the terms of the Amended and Restated Certificate of Incorporation entered into on February 5, 2021, the Company authorized 10,000,000 shares of preferred stock with a par value $ 0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of December 31, 2021. F- 20 In connection with the closing of the Business Combination, all previously issued and outstanding Series A convertible preferred stock and Series B convertible preferred stock were exchanged for common stock of the Company pursuant to the Conversion Ratio established in the Merger Agreement. All fractional shares were rounded down. Common Stock Pursuant to the term of the Amended and Restated Certificate of Incorporation, the Company authorized 250,000,000 shares of common stock with a par value of $ 0.0001 per share. As discussed in Note 2, Business Combination , the Company has retroactively adjusted the shares issued and outstanding prior to February 5, 2021 to give effect to the Conversion Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Voting Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Dividends Common stockholders are entitled to receive dividends, as may be declared by the board of directors. No dividends have been declared to date. 11. Equity incentive plans 2017 Old Gemini Equity Incentive Plan Old Gemini’s 2017 Stock Option and Grant Plan, as amended (the “2017 Plan”), provided for the Company to grant qualified incentive options, nonqualified options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. The 2017 Plan was administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise price for incentive options was determined at the discretion of the board of directors. All incentive options granted to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 100 % of the fair market value of the common stock on the grant date. All incentive options granted to any person possessing more than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 110 % of the fair market value of the common stock on the grant date. The option term for incentive awards may not be greater than ten years from the date of the grant. Incentive options granted to persons possessing more than 10% of the total combined voting power of all classes of stock may not have an option term of greater than five years from the date of the grant. The vesting period for equity-based awards under the 2017 Plan was determined at the discretion of the board of directors, which was generally four years . For awards granted to employees and non-employees with four-year vesting terms, 25 % of the options vest on the first anniversary of the grant date and the remaining options vest equally each month for three years thereafter. Upon completion of the Business Combination, the Company ceased granting awards under the 2017 Plan. Conversion of Awards Each Old Gemini option from the 2017 Plan and each option from Old Gemini’s 2015 Stock Option and Grant Plan (the “2015 Plan”) that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an "Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Old Gemini common stock subject to such Old Gemini option immediately prior to the Business Combination and (ii) the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Old Gemini option immediately prior to the consummation of the Business Combination, divided by (B) the Conversion Ratio. Each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Old Gemini option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. F- 21 As of the Closing Date, the 10,567,508 options and 163,157 restricted stock units (“RSUs”) outstanding under the 2017 Plan and 2015 Plan were converted into 2,303,309 options and 35,561 RSUs, respectively, upon completion of the Business Combination after the effect of the Conversion Ratio. This effect of the Conversion Ratio has been retroactively adjusted throughout the Company’s consolidated financial statements. 2021 Gemini Equity Incentive Plan In February 2021, FSDC’s stockholders approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”), pursuant to which 4,264,341 shares of common stock were reserved for issuance. The 2021 Plan provides for the Company to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights to employees, officers, directors and consultants of Gemini. Incentive stock options may only be granted to employees. The 2021 Plan is administered by the plan administrator, which is the compensation committee of Gemini’s board of directors, provided therein, which has discretionary authority, subject only to the express provisions of the 2021 Plan, to interpret the 2021 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2021 Plan. As of December 31, 2021, 229,804 shares remained available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Subject to this provision, the Company added 1,728,326 shares available for grant to the 2021 Plan effective January 1, 2022. The exercise price of each stock option granted under the 2021 Plan will be 100 % of the fair market value of the underlying stock subject to the award, determined as of the date of the grant, or such higher amount as the plan administrator may determine in connection with the grant, and the term of stock option may not be greater than ten years. The vesting and other restrictions are determined at the discretion of the plan administrator. 2021 Inducement Plan In February 2021, the Company’s board of directors approved the 2021 Inducement Plan. The 2021 Inducement Plan is a non-stockholder approved stock plan under which the Company grants equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. The Company intends that the 2021 Inducement Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. The 2021 Inducement Plan is administered by the board of directors or the compensation committee of the board, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. Awards granted under the 2021 Inducement Plan expire no later than ten years from the date of grant. As of December 31, 2021, 766,949 shares were available for issuance under the 2021 Inducement Plan. 2021 Employee Stock Purchase Plan In July 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The first offering period under the 2021 ESPP began on December 1, 2021. The Company has not yet issued any shares under the 2021 ESPP. The Company recorded $16 thousand of stock-based compensation expense related to the 2021 ESPP during the year ended December 31, 2021. As of December 31, 2021, 430,551 shares remained available for future issuance under the 2021 ESPP. The number of shares of common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, starting on January 1, 2023 and continuing through January 1, 2031, in an amount equal to the least of (a) 1 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, (b) 430,551 shares of common stock, or (c) such number of shares determined by the Company’s board of directors. F- 22 Option valuation The assumptions that the Company used to determine the fair value of the stock options granted to employees and non-employees was as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 0.6 % - 1.4 % 0.4 % - 0.7 % Expected term 5.3 - 6.1 years 5.5 - 6.1 years Expected volatility 79 % 79 % Expected dividend yield — % — % Options Through December 31, 2021, all options granted by the Company are for the purchase of shares of common stock. The following table summarizes option activity since December 31, 2020: Number of stock options Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value (in years) (in thousands) Outstanding at December 31, 2020 2,316,899 $ 4.00 Granted 5,057,146 $ 11.99 Exercised ( 208,890 ) $ 1.48 Forfeited and expired ( 2,095,996 ) $ 10.20 Outstanding at December 31, 2021 5,069,159 $ 9.52 8.9 $ 734 Options vested and expected to vest at December 31, 2021 5,069,159 $ 9.52 8.9 $ 734 Options vested and exercisable at December 31, 2021 750,918 $ 3.88 7.7 $ 468 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $ 0.9 million and $ 1.9 million, respectively. The weighted average grant date fair value per share of options granted during the years ended December 31, 2021 and 2020 was $ 8.13 and $ 4.40 , respectively. The total fair value of options vested during the years ended December 31, 2021 and 2020 was $ 1.7 million and $ 0.6 million, respectively. Restricted stock units Under terms of the restricted stock units agreements covering the common stock, shares of common stock related to restricted stock units are subject to time-based and performance-based vesting. The restricted stock units will immediately be forfeited to the Company if the relationship between the recipient and the Company ceases. F- 23 The following table summarizes the Company’s restricted stock activity since December 31, 2020: Number of shares Weighted average grant date fair value Unvested at December 31, 2020 35,568 $ 1.00 Granted 1,333,762 $ 3.56 Forfeited ( 85,680 ) $ 3.55 Vested ( 35,568 ) $ 1.00 Unvested at December 31, 2021 1,248,082 $ 3.56 The aggregate fair value of restricted stock units that vested during the years ended December 31, 2021 and 2020 was $ 31 thousand and $ 0.4 million, respectively. The Company recorded stock-based compensation expense for restricted stock of $ 38 thousand and $ 30 thousand during the years ended December 31, 2021 and 2020, respectively. Stock-based compensation expense The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2021 2020 Research and development $ 2,575 $ 306 General and administrative 5,212 677 Total stock-based compensation expense $ 7,787 $ 983 As of December 31, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $ 24.7 million, which is expected to be recognized over a weighted average period of 3.0 years. 12. Income taxes For the years ended December 31, 2021 and 2020, the Company recorded no income tax benefit for the net operating losses incurred in each year, due to the uncertainty of realizing a benefit from those items and recorded a full valuation allowance on its net deferred tax assets. A reconciliation of income taxes computed using the statutory federal tax rate to the Company’s effective income tax rate as of December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local taxes, net of federal benefit 4.8 % 5.4 % Research and development credits 2.9 % 3.0 % Other 0.3 % 0.3 % Change in valuation allowance ( 29.0 )% ( 29.7 )% Effective income tax rate 0.0 % 0.0 % F- 24 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 43,542 $ 27,469 Research and development credits 5,938 3,866 Other temporary differences 2,772 681 Gross deferred tax assets 52,252 32,016 Deferred tax liabilities: Depreciation — — Stock-based compensation — — Debt discount — ( 609 ) Gross deferred tax liabilities — ( 609 ) Net deferred tax assets 52,252 31,407 Valuation allowance ( 52,252 ) ( 31,407 ) Net deferred tax assets $ — $ — In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Management believes that it is more likely than not that the Company’s net deferred income tax assets will not be realized. As such, there is a full valuation allowance against the net deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $ 20.8 million during the year ended December 31, 2021 and $ 9.9 million during the year ended December 31, 2020 primarily as a result of net operating losses generated during the periods. The Company reevaluates the positive and negative evidence at each reporting period. As of December 31, 2021, the Company had federal net operating loss carryforwards of $ 7.6 million that are subject to expire at various dates through 2037 , and net operating loss carryforwards of $ 156.5 million, which have no expiration date, can be carried forward indefinitely, and are limited to a deduction to 80 % of annual taxable income. The Company has state tax net operating loss carryforwards of $ 143.1 million, which may be available to offset future income tax liabilities and expire at various dates through 2041 and net operating loss carryforwards of $ 1.0 million, which have no expiration date, can be carried forward indefinitely. The Company also has federal and state research and development tax credit carryforwards of $ 5.0 million and $ 1.2 million, respectively, which expire at various dates through 2041 . Net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 % as defined under Sections 382 and 383 in the Internal Revenue Code of 1986, as amended (the “Code”), which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating loss and tax credit carryforwards. A study of research and development credit carryforwards, once undertaken by the Company, may result in an adjustment to its research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or consolidated statement of operations and comprehensive loss if an adjustment is required. The Company has not recorded any liabilities for unrecognized tax benefits as of December 31, 2021 and 2020. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. F- 25 The Company is subject to U.S. federal income tax and Massachusetts state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for the tax years since 2018; currently, no federal or state income tax returns are under examination by the respective taxing authorities. However, the federal and state tax returns are subject to tax examination from the year of formation to the present. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. In March 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed by the U.S. Congress and signed into law by the President of the United States. The CARES Act, among other things, includes certain provisions for individuals and corporations; however, these benefits do not impact the company’s income tax provision. 13. Net loss per share As a result of the Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to February 5, 2021 to give effect to the Conversion Ratio. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Net loss attributable to common stockholders $ ( 71,869 ) $ ( 40,837 ) Weighted average common shares outstanding, basic and diluted 40,362,303 15,115,129 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.78 ) $ ( 2.70 ) The Company’s unvested restricted common shares have been excluded from the computation of basic net loss per share attributable to common stockholders. The Company’s potentially dilutive securities, which include unvested restricted stock, common stock options outstanding and warrants to purchase shares of Series A preferred stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2021 2020 Unvested restricted stock 1,248,082 35,568 Common stock options outstanding 5,069,159 2,316,899 Warrants to purchase shares of Series A preferred stock (as converted to common stock) — 15,257 6,317,241 2,367,724 14. Commitments and contingencies Commitments The Company’s long-term contractual obligations include commitments entered into in the normal course of business. The Company’s most significant contracts relate to agreements with clinical research organizations (“CROs”) for clinical trials and preclinical studies and clinical manufacturing organizations (“CMOs”), which the Company enters into in the normal course of business. The contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option. The Company also has commitments related to debt obligations, license agreements and other purchase obligations. F- 26 Lease agreements The Company terminated its lease agreement on December 31, 2021 for its office and laboratory space. The lease required the Company to provide a security deposit in the amount of $ 0.2 million. The Company provided the landlord an irrevocable standby letter of credit in the name of the landlord for its security deposit and collateralized that letter of credit through its bank, which was included on the consolidated balance sheets as restricted cash as of December 31, 2021 and 2020. The Company was also required to pay certain operating costs. Rent expense for each of the years ended December 31, 2021 and 2020 was $ 1.0 million. License agreements In April 2017, the Company entered into a Research Collaboration and License Agreement with Sanquin Blood Supply Foundation (“Sanquin”) (the “2017 License Agreement”) to develop antibodies that bind and enhance the activity of CFH. As consideration for the license, the Company paid a one-time, non-refundable upfront payment of $ 0.1 million. The 2017 License Agreement includes additional consideration upon the achievement of certain development and commercial milestones (i.e., once net sales targets exceed certain thresholds) totaling up to an aggregate amount of $ 29.0 million. Finally, the Company is required to make royalty payments of between 1.25 % and 2.50 % of net product sales if commercialization is achieved. On March 7, 2022, the Company entered into an amendment to the 2017 License Agreement (the “2022 Amendment”) to clarify that certain patent rights directed to CFH potentiating antibodies are jointly owned by the Company and Sanquin. Under the 2022 Amendment, Sanquin granted the Company an exclusive (even as to Sanquin) royalty-bearing license, with the right to sublicense through multiple tiers, to the portion of these patent rights owned by Sanquin. The consolidated financial statements as of December 31, 2021 and 2020 do not include liabilities with respect to this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable. In June 2018, the Company entered into a Cell Line License Agreement with Life Technologies Corporation (the “2018 License Agreement”) to obtain non-exclusive use of 293 H cells in support of GEM-103 manufacturing activities. As consideration for the license, the Company paid a one-time, non-refundable, non-creditable initial license fee of $ 0.1 million. In addition, an annual non-refundable, non-creditable development fee of $ 0.1 million is due on each anniversary date. The 2018 License Agreement includes additional consideration of $ 0.3 million contingent upon future commercialization of each licensed product. The consolidated financial statements as of December 31, 2021 and 2020 do not include a liability with respect to the additional consideration under this agreement as the Company has not yet generated revenue. In March 2019, the Company entered into a second Cell Line License Agreement with Life Technologies Corporation (the “2019 License Agreement”) to obtain non-exclusive use of a CTS Viral Production cell line for producing genetically engineered adeno-associated virus particles to be used in human therapeutics. In October 2021, the Company terminated the 2019 License Agreement. As consideration for the license, the Company paid a one-time, non-refundable, non-creditable initial license fee of $ 0.1 million. In addition, an annual non-refundable, non-creditable development fee of $ 0.1 million is due on each anniversary date, beginning on the second anniversary date. The 2019 License Agreement included additional consideration of $ 0.4 million contingent upon future commercialization of each licensed product. The consolidated financial statements as of December 31, 2021 and 2020 do not include a liability with respect to the additional consideration under this agreement as the Company has not yet generated revenue. In October 2018, the Company entered into a Master License Agreement with Avitide, Inc. (the “2018 Master License Agreement”) to license, on an exclusive basis, certain of Avitide’s affinity chromatography resins comprised of proprietary ligands for affinity purification of biopharmaceuticals. As consideration for the license, the Company paid an upfront license fee of $ 0.2 million. In addition, an annual license fee of $ 0.1 million is due on each anniversary date. The 2018 Master License Agreement includes additional consideration upon the achievement of certain development, commercial and sales milestones totaling up to $ 0.7 million, $ 2.2 million and $ 7.0 million, respectively. Finally, the Company is required to make royalty payments of 1.25 % of net product sales if commercialization is achieved. The consolidated financial statements as of December 31, 2021 and 2020 do not include liabilities with respect to additional consideration under this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable. In June 2019, the Company entered into a GPEx-Derived Cell Line Sale Agreement with Catalent Pharma Solutions, LLC (the “2019 Sale Agreement”) to purchase all right, title and interest in and to the GPEx Cell Line. As consideration for the GPEx Cell Line, the Company is required to make one-time milestone payments totaling up to $ 1.3 million in aggregate, as well as a contingent annual fee upon commercialization ( 1 % of net sales, or $ 0.1 million, whichever is greater) and other fees after certain milestones are reached. Certain milestone payments may be waived if Catalent manufactures > 50 % of the total product required for the relevant clinical trial. The consolidated financial statements as of December 31, 2021 and 2020 do not include F- 27 liabilities with respect to this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable. Contingencies Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2021 and 2020. Legal proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. As of December 31, 2021 and 2020, the Company was not a party to any material legal matters or claims. 15. Benefit plans The Company established a defined contribution savings plan under Section 401(k) of the Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Prior to 2019, matching contributions to the plan were made at the discretion of the Company’s management. Beginning in 2019, the Company provides matching contributions equal to fifty percent ( 50 %) up to six percent ( 6 %) of each participant’s salary. Employees are immediately and fully vested in the Company’s contribution. During the years ended December 31, 2021 and 2020, the Company contributed $ 0.2 million and $ 0.1 million to the plan, respectively. 16. Related party transactions The Company engaged a firm managed by an executive of the Company for professional services related to accounting, finance and other administrative functions. For the year ended December 31, 2021, the costs incurred under this arrangement totaled $ 0.6 million, of which $ 0.1 million was recorded in stockholders’ equity (deficit) as a reduction to additional paid-in capital as a result of the Business Combination and $ 0.5 million was recorded as general and administrative expense in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the costs incurred under this arrangement totaled $ 0.7 million, of which $ 0.7 million was capitalized as deferred offering costs associated with the business combination with FSDC and $ 44 thousand was recorded as general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, amounts owed under this arrangement totaled $ 0 and $ 0.3 million, respectively, and is included in accounts payable in the accompanying consolidated balance sheet. The executive of the Company associated with this firm resigned from the Company in February 2021. 17. Subsequent events The Company has evaluated subsequent events through the date of this Annual Report on Form 10-K to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no events or transactions have occurred that require disclosure in the accompanying consolidated financial statements, except as follows: On February 28, 2022, the Company announced a restructuring plan to reduce the Company's operations to preserve financial resources, resulting in a reduction of the Company’s workforce by up to 24 positions, or approximately 80 %, by the end of the second quarter of 2022. As a result, the Company estimates that in total it will incur costs within the range of $ 1.6 million to $ 1.9 million, which are expected to consist of severance benefits for the affected employees, limited reimbursement of medical insurance premiums, outplacement services and other restructuring costs and expenses. Each affected employee’s eligibility F- 28 for the severance benefits is contingent upon such employee’s execution (without revocation, as applicable) of a separation agreement, which includes a general release of claims against the Company. The restructuring plan is expected to be completed by the end of the second quarter of 2022. Additionally, the Company has initiated a process to evaluate strategic alternatives in order to maximize shareholder value. There can be no assurance that this strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. Furthermore, effective as of February 28, 2022, Georges Gemayel, Ph.D., the Company's current Executive Chair, was appointed as interim President and Chief Executive Officer to succeed Jason Meyenburg, who has transitioned from his roles as President, CEO and Director and will continue to serve as an advisor to the Company. Dr. Gemayel will continue to serve as the Chair of the Board. F- 29