What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-22 compared with 2020-03-27 · 1116 added, 950 removed, 241 unchanged (90% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are

controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported

within the time periods specified in the Securities and Exchange Commission's rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports

filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal

Disclosure controls and procedures are controls and other procedures

that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods

specified in the Securities and Exchange Commission's rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act

is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate,

to allow timely decisions regarding required disclosure.

Based on an evaluation under the supervision and with the participation

of the Company’s management, the Company’s principal executive officer and principal financial officer, concluded that

the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”) were effective as of December 31, 2020 to provide reasonable assurance

that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded,

processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms

and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal

financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation under the supervision

and with the participation of the Company’s management, the Company’s principal executive officer, who is also the

principal financial officer, concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of December

31, 2018 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits

under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including

its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations Over Internal Controls

5 unchanged sentences

Company’s assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the

Company’s management and directors;

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations

of the Company’s management and directors;

(iii) provide

1 unchanged sentence

assets that could have a material effect on the financial statements.

Management, including the Company’s

principal executive officer, who is also the principal financial officer, does not expect that the Company’s internal controls

will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all

control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future

periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control Over

Financial Reporting

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting

based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on the Company’s assessment, management has concluded that its internal control over financial

reporting was effective as of December 31, 2019 to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements in accordance with U.S.

Management, including the Company’s principal executive officer

and principal financial officer, does not expect that the Company’s internal controls will prevent or detect all errors and

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource

constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all

control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud,

if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that

those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and

maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria

set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Based on the Company’s assessment, management has concluded that its internal control over financial reporting

was effective as of December 31, 2020 to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements in accordance with U.S.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s

internal control over financial reporting during the fourth quarter of 2019, which were identified in connection with management’s

evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

January 1, 2019, we appointed Dr.

Kenneth Carter as our Executive Chairman.

In such role, Dr.

Carter will be our Principal Executive

and Financial Officer.

There were no changes in the Company’s internal control over

financial reporting during the fourth quarter of 2020, which were identified in connection with management’s evaluation required

by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to

materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

On March 26, 2020, Messrs.

Ogilvie and Smith informed the Company that they are resigning effective

immediately from the Company’s Board of Directors.

Both of Messrs.

Ogilvie’s and Smith’s resignation from the

Board did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies

or practices.

On March 26, 2020, the Company and Dr.

Kenneth Carter, our Executive Chairman, entered into an

amendment (the “Amendment”) to Dr.

Carter’s employment agreement with an effective date of April 1, 2020.

material terms of the Amendment that control and supersede the prior employment agreement are described herein.

Carter is to be employed as Chief

Executive Officer and Executive Chairman of the Company and will spend substantially all of his duties, attention, skill, and efforts

working for Seneca Biopharma.

He will not receive any signing / retention bonus.

Carter will be reimbursed up to $5,000 in

legal, accounting and other expenses related to the negotiation and drafting of the amendment.

Pursuant to the terms of the Amendment,

Carter will continue to serve as the Executive Chairman of the Company and will receive an annual base salary of $525,000.

Additionally, on the effective date, Dr.

Carter will receive a conditional option to purchase 471,400 shares of common stock (“Option

Grant”) of the Company, subject to the receipt of shareholder approval as well as the forfeiture of all of his previously

issued vested and unvested grants.

The Option Grant will have a term of ten (10) years from issuance, and an exercise price equal

to the closing trading price of the Company’s common stock on the effective date.

The Option Grant vests (i) one quarter

(1/4) on the effective date and (ii) three quarters (3/4) on a monthly basis over the thirty-six (36) month period following the

effective date, provided Dr.

Carter remains a service provider to the Company over such period.

For a period of nine (9) months

from the effective date (or until the closing of a transaction related to issuing securities that was approved during such nine

(9) month period) (the “Measurement Period”), the Option Grant will be subject to adjustment to maintain the percentage

ownership the Option Grant reflects on the date of grant in the event that (i) the Company issues any common stock (including,

without limitation, by virtue of exercise, conversion or exchange of any common stock equivalents that are issued and outstanding

prior to the end of the Measurement Period) during the Measurement Period, or (ii) there is any exercise, conversion, or exchange

of common stock equivalents that are issued and outstanding prior to the end of the Measurement Period.

Upon termination by reason of death

or disability (as such terms are defined in the Amendment), Dr.

Carter will be entitled to receive any unpaid salary, awarded but

unpaid bonuses, unpaid expenses, unpaid benefits, accrued but unpaid indemnification rights, and accrued but unused vacation (collectively,

the “Accrued Obligations”).

Upon termination by the Company for

“Cause”

Carter without “Good Reason,”

as such terms are described in the Amendment, Dr.

will only be entitled to receive the Accrued Obligations.

Upon termination by the Company without

“Cause”

Carter with “Good Reason,”

Carter will be entitled to (i) the Accrued Obligations,

(ii) the continued payment of his base salary for (a) twelve (12) months if termination occurs after the nine (9) month anniversary

of the effective date or (b) seven (7) months if termination occurs prior to the nine (9) month anniversary of the effective date

(each as applicable, the “Severance Term”) (iii) payment of his bonus pro-rata for the time employed during the year

of termination, (iv) COBRA payments for the applicable Severance Term, and (v) the continued vesting of all outstanding equity

grants for the earlier of (y) the term of the equity awards or (z) the applicable Severance Term.

Carter will be considered

a service provider under the applicable plan in which such grants were issued until the last day of the Severance Term.

Upon a termination by the Company

without “Cause”

Carter with “Good Reason”

three (3) months prior to or twelve (12) months subsequent

to a Change of Control (as such term is defined in the Amendment), Dr.

Carter will be entitled to (i) the Accrued Obligations,

(ii) the continued payment of his base salary for (a) eighteen (18) months if termination occurs after the nine (9) month anniversary

of the effective date, or (b) nine (9) months if termination occurs prior to the nine (9) month anniversary of the effective date

(each as applicable, “Change of Control Severance Term”), (iii) payment of 100% of target cash bonus for year of termination,

(iv) COBRA payments for the applicable Change of Control Severance Term, and (v) the full vesting of all outstanding equity grants

on the date of termination.

Carter will be considered a service provider under the applicable plan in which such grants were

issued until the last day of the applicable Change of Control Severance Term.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The names of our directors and executive

officers and their ages, positions, and biographies as of March 15, 2020 are set forth below.

Our executive officers are appointed

by and serve at the discretion of the Board.

The names of our directors and executive officers and their ages,

positions, and biographies as of March 1, 2021 are set forth below.

Our executive officers are appointed by and serve at the discretion

of the Board.

There are no family relationships among any of our directors or executive officers.

3 unchanged sentences

Executive Chairman

Dane Saglio (1) (3)

Chief Financial Officer

Matthew Kalnik, PhD (1)

Chief Operating Officer, President

Independent Directors

Cristina Csimma, PharmD., MHP (2)

Binxian Wei (2)

Director (Series A Preferred)

Mary Ann Gray, PhD (2)

(1) Effective March 26, 2020, Messrs.

Ogilvie and Smith resigned from the Company’s Board of

Kenneth Carter PhD , has

served as our executive chairman since January 2019.

Carter has over 20 years of experience working in positions

of substantial responsibility in the development and operations of early-stage biotechnology companies.

Since 2010 when he co-founded

the company, Dr.

Carter has served as chairman of the board of directors of Noble Life Sciences, a private biotechnology company

From 2011 through 2017, Dr.

Carter served as president and chief executive officer of Neximmune, Inc., a private

biopharmaceutical company in Maryland.

(1) On March 17, 2021, Drs.

Carter and Kalnik and Mr.

Saglio entered into separation agreements where

they were terminated by the Company “without cause”

as defined in their respective employment agreements.

(2) Pursuant to the Company’s anticipated merger transaction with Leading BioSciences, Inc.,

upon the effectiveness of the merger, Drs.

Csimma and Gray, and Mr.

Wei will continue to serve as directors of the combined company.

(3) Pursuant to a consulting agreement entered into between Mr.

Saglio and the Company, Mr.

will act as principal executive and accounting officer until the consummation of the anticipated merger or until such agreement

is terminated.

Kenneth Carter PhD , has served as our executive chairman

since January 2019.

Carter has over 20 years of experience working in positions of substantial responsibility in

the development and operations of early-stage biotechnology companies.

Since 2010 when he co-founded the company, Dr.

served as chairman of the board of directors of Noble Life Sciences, a private biotechnology company in Maryland.

through 2017, Dr.

Carter served as president and chief executive officer of NexImmune, Inc., a private biopharmaceutical company

He continues to serve as senior advisor of NexImmune.

Prior to that, from 1999 through

Carter served as president and chief executive officer of Avalon Pharmaceuticals, Inc.

AVRX) until the company

merged with Clinical Data, Inc.

Carter also currently serves on the following boards of directors (i) since 2016, Antidote

Therapeutics, Inc., a private biopharmaceutical company in Maryland, (ii) since 2011, BetaCat Pharmaceuticals, a private pharmaceutical

company in Texas, and Maryland BioHealth Innovation, a biotechnology intermediary company in Maryland, and (iii) since 2007, Maryland

Health Care Product Development Corporation, a biotechnology investment firm in Maryland.

Carter additionally serves

as a lecturer and Adjunct Faculty member of Johns Hopkins University in Maryland.

Carter holds a BS in Biology and Chemistry

from Abilene Christian University, a Ph.D.

in Human Genetics and Cell Biology from the University of Texas Medical Branch, and

a Postdoctoral degree in Cell and Molecular Biology from University of Massachusetts Medical School.

Prior to that, from 1999 through 2009, Dr.

Carter served

as president and chief executive officer of Avalon Pharmaceuticals, Inc.

AVRX) until the company merged with Clinical

Carter also currently serves on the following boards of directors (i) since 2016, Antidote Therapeutics, Inc., a

private biopharmaceutical company in Maryland, (ii) since 2011, BetaCat Pharmaceuticals, a private pharmaceutical company in Texas,

and Maryland BioHealth Innovation, a biotechnology intermediary company in Maryland, and (iii) since 2007, Maryland Health Care

Product Development Corporation, a biotechnology investment firm in Maryland.

Carter additionally serves as a lecturer

and Adjunct Faculty member of Johns Hopkins University in Maryland.

Carter holds a BS in Biology and Chemistry from Abilene

Christian University, a Ph.D.

in Human Genetics and Cell Biology from the University of Texas Medical Branch, and a Postdoctoral

degree in Cell and Molecular Biology from University of Massachusetts Medical School.

In evaluating Dr.

specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account

his prior work with both public and private organizations, including his experience in building biopharmaceutical organizations,

his strong business development background and his past experience and relationships in the biopharma and biotech fields.

Ogilvie , served as a director on our board from February 2008 until March

26, 2020, the date that he resigned from our board.

Ogilvie is currently the Executive Chairman of Formula Four Beverages,

Inc., a functional beverage company that manufactures and sell OXiGEN water.

Additionally, Mr.

Ogilvie is currently the President

of AFIN International, Inc., an international private equity and strategic advisory firm, which he founded in 2006.

Prior to December

31, 2009, he was CEO of Gulf Enterprises International, Ltd, an investment and strategic advisory company with primary activities

in the Middle East and North Africa.

He held this position since August 2006.

Ogilvie previously served as Chief Operating

Officer of CIC Group, Inc., an investment manager, a position he held from 2001 to 2007.

He began his career as a corporate and

securities lawyer with Hill, Farrer & Burrill, and has extensive public and private corporate management and board experience

in finance, real estate, and life science and technology companies.

During the past 5 years, Mr.

Ogilvie has served on the board

of directors of Inpsyr Therapeutics, Inc.

NSPX) and Oxigenesis, Inc.

and the Advisory Board of Profusa, Inc..

evaluating Mr.

Ogilvie’s specific experience, qualifications, attributes and skills in connection with his appointment to

our board, we took into account his prior work in both public and private organizations regarding corporate finance, securities

and compliance and international business development.

Smith , served on our board of directors from March 2014 until March

26, 2020, the date that he resigned from our board.

Since December 2011, Mr.

Smith has served as Founder and Chairman of Global

Biolink Partners.

From 1996 until 2011, Mr.

Smith served in various senior and executive management positions at Genzyme Corporation

(Formerly NASDAQ:

GENZ), including Executive Vice President and President, International Group with responsibility for the commercial

activities for Genzyme’s products outside of the U.S.

Prior to joining Genzyme, Mr.

Smith served from 1986 to 1996 as

President and Chief Executive Officer and a Director of Repligen Corporation, a formerly publicly traded biotechnology company.

Smith previously held a number of positions with Bristol-Myers Squibb Company (NYSE:

BMY) from 1977 to 1986, including

Vice President of Business Development and Strategic Planning for the Pharmaceutical Group.

Smith currently serves as

a director of Cytokynetics, Inc.

CYTK), Apricus Biosciences, Inc.

APRI) and as chairman of Aegerion Pharmaceuticals,

Smith serves as a member of the President’s Advisory Board of Brigham and Women’s Hospital

in Boston, member of the Advisory Board of Tullis Health Investors in Greenwich, and an advisor to BioNEST Partners in New York

Smith also is the founder of Smith Scholars, a medical residency program for physicians from resource-poor nations.

In selecting Mr.

Smith as a board member, the board took into account his history of marketing and developing of therapies targeted

at rare disease or those with orphan designations as well as his general experience in the biotech industry.

Cristina Csimma PharmD, MHP, ,

has served on our board of directors since September 2017.

Carter’s specific

experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his prior

work with both public and private organizations, including his experience in building biopharmaceutical organizations, his strong

business development background and his past experience and relationships in the biopharma and biotech fields.

Matthew Kalnik, PhD , has served as our President

and Chief Operating Officer in April 2020.

Kalnik has over 25 years of experience in senior R&D and business development

roles leading multi-disciplinary teams in drug discovery and drug development.

From 2013 through present, Dr.

Kalnik has served

as the Chairman and Chief Executive Officer of Antidote Therapeutics, a private biotechnology company.

From 1997 through present,

Kalnik has consulted for biotechnology / pharmaceutical companies related to portfolio analysis, licensing and M&A transactions.

Prior to that, from 2009 through 2012, Dr.

Kalnik served as Senior Vice President and Officer, Strategic Planning & Business

Operations of Nabi Biopharmaceuticals, Inc.

BOTA) a publicly traded biopharmaceutical company.

Kalnik has also held

leadership roles at Daiichi Medical Research (now Daiichi-Sankyo)c, Genaissance Pharmaceuticals, Inc.

(now Allergan), Pfizer, Inc.and

Biosym Technologies, Inc.

(now Dassault Systèmes).

He holds a Ph.D.

in Biochemistry & Molecular Biophysics from Columbia

University and conducted his post-doctoral fellowship at the Department of Molecular Biology at The Scripps Research Institute,

La Jolla, CA.

Dane Saglio , has served as our Chief Financial Officer

since April 2020.

From July 2017 through July 2019, Mr.

Saglio served as Executive Vice President and CFO of Celios Corporation,

a private company focused on research, development, and commercialization of advanced air technologies.

Prior to that, from November

2014 through June 2017, Mr.

Saglio served as the CFO for Helomics Corporation (acquired in 2019 by Precision Therapeutics).

Saglio has over 20 years of experience in financial positions with pharmaceutical and biotechnology companies.

Saglio earned

his BS in business administration from the University of Maryland and is a licensed CPA (inactive).

Cristina Csimma PharmD, MHP , has served on our board

of directors since September 2017.

She also serves on the Board of Directors of Idera Pharmaceuticals (NASDAQ:

IDRA), a clinical stage biopharmaceutical company, Caraway Therapeutics, a preclinical stage biopharmaceutical company, and T1D

Exchange, a nonprofit research organization for type 1 diabetes.

IDRA), a clinical

stage biopharmaceutical company, Caraway Therapeutics, a preclinical stage biopharmaceutical company, and T1D Exchange, a nonprofit

research organization for type 1 diabetes.

She also serves on various advisory boards, including:

Dystrophy Association Venture Philanthropy Scientific Advisory Committee;

the Executive Oversight Board to the National Institutes

of Health (NIH) NeuroNext Network;

the Harvard and Brigham and Women’s Hospital MRCT Center External Advisory Board, and

the TREAT-NMD Advisory Committee for Therapeutics (TACT) She was previously the Executive Chair of the Board of Directors of Exonics

Therapeutics, a Director of Juniper Pharmaceuticals (acquired in August 2018 by Catalent), Vtesse (acquired in March 2017 by Sucampo

Pharmaceuticals) and Cydan, where she was also President and founding CEO, the Vice President of Drug Development at Virdante Pharmaceuticals

Inc (acquired by Momenta), Principal at Clarus Ventures LLC, and held roles in Clinical Development and Translational Research

at Wyeth (now Pfizer), Genetics Institute and Dana Farber Cancer Institute.

Csimma holds both a Doctor of Pharmacy and a Bachelor

of Science in Pharmacy from the Massachusetts College of Pharmacy and Allied Health Sciences, as well as a Master of Health Professions

from Northeastern University.

the Muscular Dystrophy Association

Venture Philanthropy Scientific Advisory Committee;

the Executive Oversight Board to the National Institutes of Health (NIH) NeuroNext

the Harvard and Brigham and Women’s Hospital MRCT Center External Advisory Board, and the TREAT-NMD Advisory Committee

for Therapeutics (TACT) She was previously the Executive Chair of the Board of Directors of Exonics Therapeutics, a Director of

Juniper Pharmaceuticals (acquired in August 2018 by Catalent), Vtesse (acquired in March 2017 by Sucampo Pharmaceuticals) and Cydan,

where she was also President and founding CEO, the Vice President of Drug Development at Virdante Pharmaceuticals Inc (acquired

by Momenta), Principal at Clarus Ventures LLC, and held roles in Clinical Development and Translational Research at Wyeth (now

Pfizer), Genetics Institute and Dana Farber Cancer Institute.

Csimma holds both a Doctor of Pharmacy and a Bachelor of Science

in Pharmacy from the Massachusetts College of Pharmacy and Allied Health Sciences, as well as a Master of Health Professions from

Northeastern University.

In selecting Dr.

1 unchanged sentence

including her successes in developing drugs for various diseases throughout her career.

Binxian Wei , has served on

our board of directors since February 2019.

Binxian Wei , has served on our board of directors

since February 2019.

He has been the V.P.

1 unchanged sentence

Development Co, Ltd.

(a subsidiary

to Tianjin Tiayo Pharmaceutical Co., Ltd.) since 2015.

He is responsible for API and finished dosage marketing for Chinese pharmaceutical

From 2008 through 2010, he worked as a business development manager for Sakai Trading.

He holds a Master’s

degree in Mathematical & Computer Sciences from Colorado School of Mines, a Master’s Degree and Bachelor’s Degree

in Chemical Engineering from Tianjin University in China.

Bin-Xian Wei was appointed as the director representative of the Series

A 4.5% Convertible Preferred Stock by Tianjin Pharmaceuticals Group International Holdings Co., LTD, the sole holder of the outstanding

Series A 4.5% Convertible Preferred Stock.

Mazzo , PhD , has

served on our board of directors since June 2019.

Mazzo brings over 35 years of experience in the pharmaceutical

Mazzo currently serves as President and Chief Executive Officer and a Director of Caladrius Biosciences

CLBS), a late-stage therapeutics development biopharmaceutical company developing autologous cell therapies for

select cardiovascular and autoimmune diseases.

Mazzo also serves on the Board of Directors of EyePoint

Pharmaceuticals (formerly known as pSivida Corp) (NASDAQ:

EYPT), a biopharmaceutical company with a focus on products for the

diseases of the eye.

(a subsidiary to Tianjin Tiayo Pharmaceutical

Co., Ltd.) since 2015.

He is responsible for API and finished dosage marketing for Chinese pharmaceutical companies.

through 2010, he worked as a business development manager for Sakai Trading.

He holds a Master’s Degree in Mathematical

& Computer Sciences from Colorado School of Mines, a Master’s Degree and Bachelor’s Degree in Chemical Engineering

from Tianjin University in China.

Bin-Xian Wei was appointed as the director representative of the Series A 4.5% Convertible Preferred

Stock by Tianjin Pharmaceuticals Group International Holdings Co., LTD, the sole holder of the outstanding Series A 4.5% Convertible

Preferred Stock.

Mazzo , PhD , has served on our

board of directors since June 2019.

Mazzo brings over 35 years of experience in the pharmaceutical industry.

Mazzo currently

serves as President and Chief Executive Officer and a Director of Caladrius Biosciences (NASDAQ:

CLBS), a late-stage therapeutics

development biopharmaceutical company developing autologous cell therapies for select cardiovascular and autoimmune diseases.

Mazzo also serves as the chairman of the Board of Directors of Visioneering Technology, Inc.

VTI), a medical device company

with a focus on products for treating and preventing the progression pediatric myopia and presbyopia.

Previously, Dr.

Mazzo served from August 2008 to October 2014 as Chief Executive Officer and as a

member of the Board of Directors of Regado Biosciences, Inc., (NASDAQ:

RGDO) a pharmaceutical company focused on the

development of novel antithrombotic drug systems for acute and sub-acute cardiovascular indications.

leading Regado, from March 2007 to April 2008, Dr.

Mazzo was President, Chief Executive Officer and a Director of Æterna

Zentaris, Inc., (NASDAQ:

from August 2008 to October 2014 as Chief Executive Officer and as a member of the Board of Directors of Regado Biosciences, Inc.,

RGDO) a pharmaceutical company focused on the development of novel antithrombotic drug systems for acute and sub-acute

cardiovascular indications.

Prior to his leading Regado, from March 2007 to April 2008, Dr.

Mazzo was President, Chief Executive

Officer and a Director of Æterna Zentaris, Inc., (NASDAQ:

AEZS), an international biopharmaceutical company.

From 2003 until 2007, Dr.

Mazzo served as

President, Chief Executive Officer and a director of Chugai Pharma USA, LLC, a biopharmaceutical company which was the U.S.

From 2003 until

Mazzo served as President, Chief Executive Officer and a director of Chugai Pharma USA, LLC, a biopharmaceutical company

which was the U.S.

subsidiary of Chugai Pharmaceutical Co., Ltd.

of Japan and a member of the Roche Group (Switzerland).

Prior to joining

to joining Chugai, Dr.

Mazzo held executive positions at several large international pharmaceutical companies, including:

Schering-Plough Corporation, a publicly held pharmaceutical company that was subsequently acquired by Merck & Co.,

where he was also a Director of the Essex Chimie European subsidiary;

Hoechst Marion Roussel, Inc., the US subsidiary of

Hoechst AG, which was subsequently acquired by Sanofi, a multinational pharmaceuticals company;

and Rhone-Poulenc Rorer,

Inc., a subsidiary of Rhone-Poulenc SA, a French pharmaceuticals company, which was subsequently acquired by Hoechst AG.

From October 2005 through January 2015, he also served on the board of directors of Avanir Pharmaceuticals, a

biopharmaceutical company which was sold to Otsuka Holdings in 2015.

Schering-Plough

Corporation, a publicly held pharmaceutical company that was subsequently acquired by Merck & Co., Inc.

where he was also a

Director of the Essex Chimie European subsidiary;

Hoechst Marion Roussel, Inc., the US subsidiary of Hoechst AG, which was subsequently

acquired by Sanofi, a multinational pharmaceuticals company;

and Rhone-Poulenc Rorer, Inc., a subsidiary of Rhone-Poulenc SA, a

French pharmaceuticals company, which was subsequently acquired by Hoechst AG.

From October 2005 through January 2015, he also

served on the board of directors of Avanir Pharmaceuticals, a biopharmaceutical company which was sold to Otsuka Holdings in 2015.

From August 2005 to June 2005, he served as a Director of EyePoint Pharmaceuticals (formerly known as pSivida, Inc.

Mazzo earned a B.A.

in the Honors Program

(Interdisciplinary Humanities) and a B.S.

in the Honors Program (Interdisciplinary Humanities) and a B.S.

in Chemistry from Villanova University.

In addition, Dr.

Mazzo received his

Mazzo received his M.S.

in chemistry and his Ph.D.

degree in analytical chemistry from the University of Massachusetts, Amherst.

also a research fellow at the Ecole Polytechnique Federale de Lausanne, Switzerland.

degree in analytical chemistry from the University of Massachusetts,

He was also a research fellow at the Ecole Polytechnique Federale de Lausanne, Switzerland.

In selecting Dr.

Mazzo, the board

took into account his vast experience in the pharmaceutical industry, as well as his service on other boards of directors in

the biopharmaceutical industry.

Mary Ann Gray, Ph.D.

served on our board of directors since July 2019.

board took into account his vast experience in the pharmaceutical industry, as well as his service on other boards of directors

in the biopharmaceutical industry.

Mary Ann Gray, PhD, has served on our board of directors

since July 2019.

From 2018 to current, Dr.

Gray has served on the board of directors of Sarepta

Therapeutics, Inc.

From 2010 to 2018, Dr.

Gray served as a member of the Board of Senomyx Inc., a biotechnology company working

toward developing additives to amplify certain flavors and smells in foods.

She served as a member of the compensation committee

of Senomyx from May 2011 to November 2018, as the Chair of the Board and a member of the audit committee from May 2016 to November

2018, and as Lead Director from May 2017 to November 2018.

Gray also served as a member of the Board and audit committee Chair

of Juniper Pharmaceuticals, a women’s health company, from April 2016 to August 2018.

From November 2014 to December 2016,

she served as a Board member of TetraLogic, a publicly-held clinical-stage biopharmaceutical company focused on oncology and infectious

She served as the Chair of the audit committee of Tetralogic from March 2015 to December 2016.

Gray also served as

a Board member of Acadia Pharmaceuticals, focused on commercialization of CNS therapies, from 2005 to 2016, and served as a member

of the audit committee from 2005 to 2016 and as a member of the compensation committee from 2010 to 2016.

She served as a Board

member of Dyax Corp., a rare disease company acquired by Shire in 2016, from 2001 to 2016, serving as a Lead Director from 2008

to 2016, a member of the audit committee from 2004 to 2012, a member of the nominating and corporate governance committee from

2001 to 2016, and Chair of the compensation committee from 2012 to 2016.

Gray is the President of Gray Strategic Advisors,

LLC, a biotechnology strategic planning and advisory firm.

Gray has a distinguished scientific background, completing pharmacology

research in tumor biology, including the impact of therapeutics on cardiac membranes and beginning her career in biotechnology

as a scientist focused on new drug development.

She subsequently worked in equities research before becoming a senior analyst and

portfolio manager.

Gray has served on the board of directors of Sarepta Therapeutics, Inc.

Gray served as a member of the Board of Senomyx Inc., a biotechnology company working toward developing additives to

amplify certain flavors and smells in foods.

She served as a member of the compensation committee of Senomyx from May 2011 to November

2018, as the Chair of the Board and a member of the audit committee from May 2016 to November 2018, and as Lead Director from May

2017 to November 2018.

Gray also served as a member of the Board and audit committee Chair of Juniper Pharmaceuticals, a women’s

health company, from April 2016 to August 2018.

From November 2014 to December 2016, she served as a Board member of TetraLogic,

a publicly-held clinical-stage biopharmaceutical company focused on oncology and infectious diseases.

She served as the Chair of

the audit committee of Tetralogic from March 2015 to December 2016.

Gray also served as a Board member of Acadia Pharmaceuticals,

focused on commercialization of CNS therapies, from 2005 to 2016, and served as a member of the audit committee from 2005 to 2016

and as a member of the compensation committee from 2010 to 2016.

She served as a Board member of Dyax Corp., a rare disease company

acquired by Shire in 2016, from 2001 to 2016, serving as a Lead Director from 2008 to 2016, a member of the audit committee from

2004 to 2012, a member of the nominating and corporate governance committee from 2001 to 2016, and Chair of the compensation committee

from 2012 to 2016.

Gray is the President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm.

Gray has a distinguished scientific background, completing pharmacology research in tumor biology, including the impact of

therapeutics on cardiac membranes and beginning her career in biotechnology as a scientist focused on new drug development.

subsequently worked in equities research before becoming a senior analyst and portfolio manager.

Gray earned a B.S.

from University of South Carolina, a Ph.D.

in pharmacology from the University of Vermont,

and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine.

nominating and corporate governance committee believes that Dr.

Gray’s extensive experience in the biotechnology and biopharmaceutical

industry qualifies her for service as a member of our Board.

SECTION 16(A) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires

our officers, directors, and stockholders owning more than ten percent of our common stock, to file reports of ownership and changes

in ownership with the SEC and to furnish us with copies of such reports.

Based solely on our review of Form 3, 4 and 5’s,

the following table provides information regarding any of the reports which were filed late during the fiscal year ended December

from University

of South Carolina, a Ph.D.

in pharmacology from the University of Vermont, and completed her post-doctoral work at Northwestern

University Medical School and at the Yale University School of Medicine.

Our nominating and corporate governance committee believes

Gray’s extensive experience in the biotechnology and biopharmaceutical industry qualifies her for service as a member

of our Board.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors,

and stockholders owning more than ten percent of our common stock, to file reports of ownership and changes in ownership with the

SEC and to furnish us with copies of such reports.

Based solely on our review of Form 3, 4 and 5’s, the following table provides

information regarding any of the reports which were filed late during the fiscal year ended December 31, 2020:

Name of Reporting Person

1 unchanged sentence

Reported Late

Kenneth Carter

Mary Ann Gray

Corporate Governance Guidelines and

Code of Ethics

We have adopted Corporate Governance Guidelines

that are intended to ensure that our Board has the necessary authority and practices in place to review and evaluate our business

operations and to make decisions that are independent of management.

The Corporate Governance Guidelines are intended to align

the interests of directors and management with those of our shareholders and establish practices for the Board with regard to its

oversight of the Company.

Under our guidelines, the Board conducts a self-evaluation to assess adherence to the Corporate Governance

Guidelines and identify opportunities to improve Board performance.

Matthew Kalnik

(1) Transaction not reported as of the date hereof

Corporate Governance Guidelines and Code of Ethics

We have adopted Corporate Governance Guidelines that are intended

to ensure that our Board has the necessary authority and practices in place to review and evaluate our business operations and

to make decisions that are independent of management.

The Corporate Governance Guidelines are intended to align the interests of

directors and management with those of our shareholders and establish practices for the Board with regard to its oversight of the

Under our guidelines, the Board conducts a self-evaluation to assess adherence to the Corporate Governance Guidelines

and identify opportunities to improve Board performance.

A copy of our codes can be viewed on our website at www.senecabio.com

under “Governance Documents” in the “Corporate Governance” section under the “Investors” tab.

In addition to our Corporate Governance

Guidelines, we have adopted several guidelines intended to promote the honest and ethical conduct of our officers, directors, employees

and consultants.

They include, our "Code of Ethics” that applies to our officer, directors and employees and our “Finance

Code of Professional Conduct” that applies to our principal executive officer, principal financial officer, principal accounting

officer or controller, or persons performing similar functions, and any persons who participate in our financial reporting process.

A copy of our codes can be viewed on our website at www.senecabio.com under “Governance Documents” in the “Corporate

Governance” section under the “Investors” tab.

The codes incorporate our guidelines designed

to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations.

The codes also

incorporate our expectations of our officers, directors and employees that enable us to provide accurate and timely disclosure

in our filings with the SEC and other public communications.

In addition, the codes incorporate guidelines pertaining to topics

such as complying with applicable laws, rules, and regulations;

In addition to our Corporate Governance Guidelines, we have adopted

several guidelines intended to promote the honest and ethical conduct of our officers, directors, employees and consultants.

include, our "Code of Ethics” that applies to our officer, directors and employees and our “Finance Code of Professional

Conduct” that applies to our principal executive officer, principal financial officer, principal accounting officer or controller,

or persons performing similar functions, and any persons who participate in our financial reporting process.

A copy of our codes

can be viewed on our website at www.senecabio.com under “Governance Documents” in the “Corporate Governance”

section under the “Investors” tab.

The codes incorporate our guidelines designed to deter wrongdoing

and to promote honest and ethical conduct and compliance with applicable laws and regulations.

The codes also incorporate our expectations

of our officers, directors and employees that enable us to provide accurate and timely disclosure in our filings with the SEC and

other public communications.

In addition, the codes incorporate guidelines pertaining to topics such as complying with applicable

laws, rules, and regulations;

reporting violations;

and maintaining accountability for adherence

to the codes.

We intend to disclose future amendments

to certain provisions of our codes, or waivers of such provisions on our web site within four business days following the date

of such amendment or waiver.

and maintaining accountability for adherence to the codes.

We intend to disclose future amendments to certain provisions of

our codes, or waivers of such provisions on our web site within four business days following the date of such amendment or waiver.

Board of Directors

Our Board consists of seven (7) members.

Our business, property and affairs are managed under the direction of the Board.

Members of the Board are kept informed of our

business through discussions with the Executive Chairman and other members of management, by reviewing materials provided to them

and by participating in meetings of the Board and its committees.

Our Board is responsible for establishing

broad corporate policies and for overseeing our overall management.

In addition to considering various matters which require its

approval, the Board provides advice and counsel to, and ultimately monitors the performance of, our senior management.

Our Board consists of five (5) members.

Our business, property and

affairs are managed under the direction of the Board.

Members of the Board are kept informed of our business through discussions

with the Executive Chairman and other members of management, by reviewing materials provided to them and by participating in meetings

of the Board and its committees.

Our Board is responsible for establishing broad corporate policies

and for overseeing our overall management.

In addition to considering various matters which require its approval, the Board provides

advice and counsel to, and ultimately monitors the performance of, our senior management.

Classification of Board

Pursuant to our bylaws, we have a classified

Board which is divided into three classes with staggered three-year terms.

Only one class may be elected each year, while the directors

in the other classes continue to hold office for the remainder of their three-year terms.

The Board may, on its own, determine

the size of the exact number of directors on the Board and may fill vacancies on the Board.

Notwithstanding, the holder of our

Series A 4.5% Convertible Preferred Stock has the right to appoint one board member.

Binxian Wei has been appointed and currently

serves as such director since February 5, 2019.

The procedure for electing and removing directors on a classified board of directors

generally makes it more difficult for stockholders to change management control by replacing a majority of the board at any one

time, and the classified board structure may discourage a third party tender offer or other attempt to gain control of the Company

and may maintain the incumbency of directors.

In addition, under our bylaws, directors may only be removed from office by a vote

of the majority of the shares then outstanding and eligible to vote.

Pursuant to our bylaws, we have a classified Board which is divided

into three classes with staggered three-year terms.

Only one class may be elected each year, while the directors in the other classes

continue to hold office for the remainder of their three-year terms.

The Board may, on its own, determine the size of the exact

number of directors on the Board and may fill vacancies on the Board.

Notwithstanding, the holder of our Series A 4.5% Convertible

Preferred Stock has the right to appoint one board member.

Binxian Wei has been appointed and currently serves as such director

since February 5, 2019.

The procedure for electing and removing directors on a classified board of directors generally makes it

more difficult for stockholders to change management control by replacing a majority of the board at any one time, and the classified

board structure may discourage a third party tender offer or other attempt to gain control of the Company and may maintain the

incumbency of directors.

In addition, under our bylaws, directors may only be removed from office by a vote of the majority of

the shares then outstanding and eligible to vote.

Independent Directors

Our common stock is listed on the NASDAQ

Capital Market.

As such, we are subject to the NASDAQ Stock Market LLC (“NASDAQ”) director independence standards.

In accordance with these standards, in determining independence the Board affirmatively determines whether a director has a "material

relationship" with Seneca Biopharma that would compromise his or her independence from management or would cause him or her

to fail to meet the NASDAQ’s specific independence criteria.

When assessing the "materiality" of a director's relationship

with Seneca Biopharma the Board considers all relevant facts and circumstances, not merely from the director's standpoint, but

from that of the persons or organizations with which the director has an affiliation, and, where applicable, the frequency and

regularity of the services, and whether the services are being carried out at arm's length in the ordinary course of business.

Material relationships can include commercial, consulting, charitable, familial and other relationships.

A relationship is not

material if, in the Board's judgment, it is not inconsistent with the NASDAQ’S director independence standards and it does

not compromise a director's independence from management.

Applying the NASDAQ’s standards, the Board has determined that Mr.

Mazzo, Gray, and Csimma are each “independent” as that term is defined by the NASDAQ’s standards.

Our common stock is listed on the Nasdaq Capital Market.

we are subject to the NASDAQ Stock Market LLC (“NASDAQ”) director independence standards.

In accordance with these

standards, in determining independence the Board affirmatively determines whether a director has a "material relationship"

with Seneca Biopharma that would compromise his or her independence from management or would cause him or her to fail to meet the

NASDAQ’s specific independence criteria.

When assessing the "materiality" of a director's relationship with Seneca

Biopharma the Board considers all relevant facts and circumstances, not merely from the director's standpoint, but from that of

the persons or organizations with which the director has an affiliation, and, where applicable, the frequency and regularity of

the services, and whether the services are being carried out at arm's length in the ordinary course of business.

Material relationships

can include commercial, consulting, charitable, familial and other relationships.

A relationship is not material if, in the Board's

judgment, it is not inconsistent with the NASDAQ’S director independence standards and it does not compromise a director's

independence from management.

Applying the NASDAQ’s standards, the Board has determined

Mazzo, Gray, and Csimma are each “independent” as that term is defined by the NASDAQ’s

Communications with Directors

We have adopted a formal process for shareholder

communications with our independent directors.

The policy, is available on our website, www.senecabio.com in the “Governance

Documents” section in the “Corporate Governance” section under the “Investors” tab.

is named “Board Contact.” Individuals wanting to communicate with our directors are invited to communicate with the

non-management members of the Board by sending correspondence to the non-management members of the Board of Directors, c/o Corporate

Secretary, Seneca Biopharma, Inc., 20271 Goldenrod Lane, Suite 2024, Germantown, MD 20876.

The Corporate Secretary will review all

such correspondence and forward to the non-management members of the Board a summary of all such correspondence received during

the prior month and copies of all such correspondence that deals with the functions of the Board or committees thereof or that

otherwise is determined to require attention of the non-management directors.

Non-management directors may at any time review the

log of all correspondence received by us that are addressed to the non-management members of the Board and request copies of any

such correspondence.

Concerns relating to accounting, internal controls or auditing matters will immediately be brought to the

attention of the Chairman of the Audit Committee.

We have adopted a formal process for shareholder communications

with our independent directors.

The policy, is available on our website, www.senecabio.com in the “Governance Documents”

section in the “Corporate Governance” section under the “Investors” tab.

The Document is named “Board

Contact.” Individuals wanting to communicate with our directors are invited to communicate with the non-management members

of the Board by sending correspondence to the non-management members of the Board of Directors, c/o Corporate Secretary, Seneca

Biopharma, Inc., 20271 Goldenrod Lane, Suite 2024, Germantown, MD 20876.

The Corporate Secretary will review all such correspondence and

forward to the non-management members of the Board a summary of all such correspondence received during the prior month and copies

of all such correspondence that deals with the functions of the Board or committees thereof or that otherwise is determined to

require attention of the non-management directors.

Non-management directors may at any time review the log of all correspondence

received by us that are addressed to the non-management members of the Board and request copies of any such correspondence.

relating to accounting, internal controls or auditing matters will immediately be brought to the attention of the Chairman of the

Audit Committee.

Stock Ownership Guidelines

On November 10, 2016, we adopted stock

ownership guidelines for our Chief Executive Officer, Chief Scientific Officer and named executive officers.

Under the guidelines,

our CEO and CSO are expected to own shares of our common stock that have a value equal to 2x their respective annual salaries.

All other named executive officers or Section 16 filing employees are expected to own shares of our common stock that have a value

equal to 1x their respective annual salaries.

Shares may be owned directly by the individual or owned jointly with or separately

by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children.

Share ownership requirements must be met within five years after first becoming subject to the guidelines.

We have established three (3) corporate

governance committees comprised of the:

On November 10, 2016, we adopted stock ownership guidelines for

our Chief Executive Officer, Chief Scientific Officer and named executive officers.

Under the guidelines, our CEO and CSO are expected

to own shares of our common stock that have a value equal to 2x their respective annual salaries.

All other named executive officers

or Section 16 filing employees are expected to own shares of our common stock that have a value equal to 1x their respective annual

Shares may be owned directly by the individual or owned jointly with or separately by the individual’s spouse,

or held in trust for the benefit of the individual, the individual’s spouse or children.

Share ownership requirements must

be met within five years after first becoming subject to the guidelines.

We have established three (3) corporate governance committees comprised

(i) Audit Committee;

1 unchanged sentence

and (iii) Governance and Nominating Committee.

The committee membership and the function of each of the committees are described below.

Each committee is governed by written

committee charters.

We periodically review such charters and may amend or update the process and procedures contained therein.

In the event of such amendment or update, we will promptly post our revised charter on our website.

In addition to our established

committee, we may from time to time establish special committees as the Board deems necessary.

A copy of each respective committee’s

charter can be viewed on our website at www.senecabio.com under “Corporate Governance” under the “Investors”

The table below identifies the Board’s

standing committees and committee membership as of March 15, 2020:

The committee membership

and the function of each of the committees are described below.

Each committee is governed by written committee charters.

We periodically

review such charters and may amend or update the process and procedures contained therein.

In the event of such amendment or update,

we will promptly post our revised charter on our website.

In addition to our established committee, we may from time to time establish

special committees as the Board deems necessary.

A copy of each respective committee’s charter can be viewed on our website

at www.senecabio.com under “Corporate Governance” under the “Investors” tab.

The table below identifies the Board’s standing committees

and committee membership as of February 28, 2021:

Audit Committee

Governance and Nominating Committee

Scott Ogilvie (1)

Cristina Csimma, PharmD, MHP

Mary Ann Gray, PhD

(1) Effective March 26, 2020, Messrs.

Ogilvie and Smith resigned as members of our Board of Directors

and from all committees.

Each member of the Audit Committee, the

Compensation Committee and the Governing and Nominating Committee is considered independent under Nasdaq listing criteria.

Each member of the Audit Committee, the Compensation Committee and

the Governing and Nominating Committee is considered independent under Nasdaq listing criteria.

Audit Committee

We have a designated audit committee in

accordance with section 3(a)(58)(A) of the Exchange Act.

Subsequent to the resignation of Messrs.

Ogilvie and Smith, our only

current member of the Audit Committee is Dr.

The Board anticipates appointing new members to the Audit Committee to fill

the vacancies created by the resignations of Messrs.

Ogilvie and Smith.

The main function of our Audit Committee is to oversee

our accounting and financial reporting processes.

The Audit Committee assists the Board in fulfilling its oversight and monitoring

responsibility of reviewing the financial information provided to shareholders and others, appoints Seneca Biopharma’s independent

registered public accounting firm, reviews the services performed by the independent registered public accounting firm and Seneca

Biopharma’s finance department, evaluates Seneca Biopharma’s accounting policies and the system of internal controls

established by management and the Board, reviews significant financial transactions, and oversees enterprise risk management.

We have a designated audit committee in accordance with section

3(a)(58)(A) of the Exchange Act.

Currently, we have three members of the Audit Committee, Drs.

Gray, Csimma, and Mazzo.

function of our Audit Committee is to oversee our accounting and financial reporting processes.

The Audit Committee assists the

Board in fulfilling its oversight and monitoring responsibility of reviewing the financial information provided to shareholders

and others, appoints Seneca Biopharma’s independent registered public accounting firm, reviews the services performed by

the independent registered public accounting firm and Seneca Biopharma’s finance department, evaluates Seneca Biopharma’s

accounting policies and the system of internal controls established by management and the Board, reviews significant financial

transactions, and oversees enterprise risk management.

The Board has determined that Dr.

is an “audit committee financial expert” within the meaning of SEC rules.

An audit committee financial expert is a

person who can demonstrate the following attributes:

(1) an understanding of generally accepted accounting principles and financial

(2) the ability to assess the general application of such principles in connection with the accounting for estimates,

accruals and reserves;

(3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth

and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably

be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged

in such activities;

Gray is an “audit committee

financial expert” within the meaning of SEC rules.

An audit committee financial expert is a person who can demonstrate the

following attributes:

(1) an understanding of generally accepted accounting principles and financial statements;

(2) the ability

to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of

accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised

by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;

(4) an understanding of internal controls and procedures for financial reporting;

and (5) an understanding

of audit committee functions.

and (5) an understanding of audit committee functions.

Governance and Nominating Committee

Our Governance and Nominating Committee’s

purpose is to assist our board of directors in identifying individuals qualified to become members of our board of directors consistent

with criteria set by our board of directors, to oversee the evaluation of the board of directors and management, and to develop

and update our corporate governance principles.

Subsequent to the resignation of Mr.

Ogilvie, Drs.

Csimma and Mazzo are the members

of the Governance and Nominating Committee.

The Board anticipates appointing a new member to the Governance and Nominating Committee

to fill the vacancy created by Mr.

The Governance and Nominating Committee

evaluates candidates for the Board.

Candidates may come to the attention of the Governance and Nominating Committee through current

Board members, professional search firms, stockholders or other persons.

The Governance and Nominating Committee will consider

nominees recommended by our stockholders.

Our Governance and Nominating Committee’s purpose is to assist

our board of directors in identifying individuals qualified to become members of our Board consistent with criteria set by our

Board, to oversee the evaluation of the board of directors and management, and to develop and update our corporate governance principles.

Csimma and Gray are the members of the Governance and Nominating Committee.

The Governance and Nominating Committee evaluates candidates for

Candidates may come to the attention of the Governance and Nominating Committee through current Board members, professional

search firms, stockholders or other persons.

The Governance and Nominating Committee will consider nominees recommended by our

stockholders.

Compensation Committee

2 unchanged sentences

plans, and reviews the Board’s compensation.

Subsequent to the resignation of Mr.

Mazzo and Csimma are members

of the Compensation Committee.

The Board anticipates appointing a new member to the Compensation Committee to fill the vacancy

created by the resignation of Mr.

Mazzo and Csimma are members of the Compensation Committee.

Leadership Structure

The Board does not have a policy regarding

the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests

of the Company to make that determination based on the position and direction of the Company and the membership of the Board.

present, the positions of Chairman and Chief Executive Officer are held by the same individual.

Based on our Executive Chairman’s

knowledge of the Company, its business and its industry, the Board believes this structure is currently in the best interest of

the Company and its shareholders.

The Board does not have a policy regarding the separation of the

roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to

make that determination based on the position and direction of the Company and the membership of the Board.

At present, the positions

of Chairman and Chief Executive Officer are held by the same individual.

Based on our Executive Chairman’s knowledge

of the Company, its business and its industry, the Board believes this structure is currently in the best interest of the Company

and its shareholders.

Risk Oversight

The Company has a risk management program

overseen by our Principal Executive Officer.

Material risks are identified and prioritized by management, and each prioritized

risk is referred to a Board Committee or the full Board for oversight.

For example, strategic risks are referred to the full Board

while financial risks are referred to the Audit Committees.

The Board regularly reviews information regarding the Company's liquidity

and operations, as well as the risks associated with each, and annually reviews the Company's risks as a whole.

Also, the Compensation

Committee periodically reviews the most important risks to the Company to ensure that compensation programs do not encourage excessive

The Company currently does not have a lead independent director as it has currently determined one to not be necessary

given the Company’s size.

The Company has a risk management program overseen by our Principal

Executive Officer.

Material risks are identified and prioritized by management, and each prioritized risk is referred to a Board

Committee or the full Board for oversight.

For example, strategic risks are referred to the full Board while financial risks are

referred to the Audit Committees.

The Board regularly reviews information regarding the Company's liquidity and operations, as

well as the risks associated with each, and annually reviews the Company's risks as a whole.

Also, the Compensation Committee periodically

reviews the most important risks to the Company to ensure that compensation programs do not encourage excessive risk-taking.

Company currently does not have a lead independent director as it has currently determined one to not be necessary given the Company’s

The Company’s lead independent director has the following responsibilities:

5 unchanged sentences

EXECUTIVE COMPENSATION

Our non-executive director and executive

compensation programs impact all of our employees by establishing a general framework for compensation and creating a work environment

focused on expectations, goals, and rewards.

Because the performance of every employee is important to the overall success of the

Company, our Board is mindful of the impact that our compensation programs have on all of our employees.

In considering our compensation

policies and practices, our Board balances the needs to conserve cash and minimize stockholder dilution against the requirements

to attract, retain, and motivate our non-executive directors, executives and other employees while fostering an innovative and

entrepreneurial corporate culture.

Our Board strives to act in the long-term best interests of the Company and its stockholders,

as well as ensure that the components of compensation do not, individually or in the aggregate, encourage excessive risk-taking.

Our non-executive director and executive compensation programs impact

all of our employees by establishing a general framework for compensation and creating a work environment focused on expectations,

goals, and rewards.

Because the performance of every employee is important to the overall success of the Company, our Board is

mindful of the impact that our compensation programs have on all of our employees.

In considering our compensation policies and

practices, our Board balances the needs to conserve cash and minimize stockholder dilution against the requirements to attract,

retain, and motivate our non-executive directors, executives and other employees while fostering an innovative and entrepreneurial

corporate culture.

Our Board strives to act in the long-term best interests of the Company and its stockholders, as well as ensure

that the components of compensation do not, individually or in the aggregate, encourage excessive risk-taking.

Compensation-Setting Process

Role of the Board, Compensation Committee

and Management

The Compensation Committee is responsible

for overseeing, determining, recommending and approving the compensation of our non-executive directors, CEO and other executives,

including the other Named Executive Officers.

From time to time during the year, the Compensation Committee will review the compensation

of our non-executive directors, CEO and other executives, determine whether to make any adjustments to their respective compensation.

With regard to our executive officers, the Compensation Committee reviews base salaries, determine whether an annual incentive

award was earned for the last completed fiscal year based on its assessment of the Company and individual performance for that

period and, if so, the amount of any such bonuses, and determine whether to make equity awards based on Company and individual

As described below, the Compensation Committee

gives considerable weight to our CEO’s performance evaluation of the other executives because of his direct knowledge of

each executive’s performance and contributions.

The Compensation Committee conducts an annual review of our executives’

compensation and considers adjustments in executive compensation levels to ensure alignment with our compensation strategy and

competitive market practices.

During this process, the Compensation Committee is also mindful of the results of the shareholder’s

Advisory Vote on Executive Compensation during the most recent vote and although not binding, is considered in the compensation

setting process.

Role of the Board, Compensation Committee and Management

The Compensation Committee is responsible for overseeing, determining,

recommending and approving the compensation of our non-executive directors, CEO and other executives, including the other Named

Executive Officers.

From time to time during the year, the Compensation Committee will review the compensation of our non-executive

directors, CEO and other executives, determine whether to make any adjustments to their respective compensation.

With regard to

our executive officers, the Compensation Committee reviews base salaries, determine whether an annual incentive award was earned

for the last completed fiscal year based on its assessment of the Company and individual performance for that period and, if so,

the amount of any such bonuses, and determine whether to make equity awards based on Company and individual performance.

As described below, the Compensation Committee gives considerable

weight to our CEO’s performance evaluation of the other executives because of his direct knowledge of each executive’s

performance and contributions.

The Compensation Committee conducts an annual review of our executives’ compensation and considers

adjustments in executive compensation levels to ensure alignment with our compensation strategy and competitive market practices.

During this process, the Compensation Committee is also mindful of the results of the shareholder’s Advisory Vote on Executive

Compensation during the most recent vote and although not binding, is considered in the compensation setting process.

Role of Senior Management

The Compensation Committee typically seeks

the input of our CEO when discussing the performance of and compensation for our other executives, including the other Named Executive

In this regard, at the request of the Compensation Committee our CEO reviews the performance of the other executives,

including the other Named Executive Officers, annually and presents to the Compensation Committee his conclusions and recommendations

as to their compensation, including base salary adjustments, annual incentive awards, and long-term equity incentive awards.

Compensation Committee then uses these recommendations as one factor in its deliberations to determine the compensation of our

The Compensation Committee typically seeks the input of our CEO

when discussing the performance of and compensation for our other executives, including the other Named Executive Officers.

this regard, at the request of the Compensation Committee our CEO reviews the performance of the other executives, including the

other Named Executive Officers, annually and presents to the Compensation Committee his conclusions and recommendations as to their

compensation, including base salary adjustments, annual incentive awards, and long-term equity incentive awards.

The Compensation

Committee then uses these recommendations as one factor in its deliberations to determine the compensation of our executives.

Role of Compensation Consultant

The Compensation Committee is authorized

to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the oversight of our

non-executive director and executive compensation program and related policies and practices.

For compensation related to the year

ended December 31, 2019, the Compensation Committee consulted with Nancy Arnosti and Associates (“Arnosti”), a compensation

consulting firm with regard to our executive compensation program.

Arnosti was engaged to provide the Compensation Committee with

information, recommendations, and other advice relating to these compensation programs on an ongoing basis.

Arnosti was directly

engaged and serves at the discretion of the Compensation Committee and provides no other services to the Company.

The Compensation Committee is authorized to retain the services

of one or more executive compensation advisors, as it sees fit, in connection with the oversight of our non-executive director

and executive compensation program and related policies and practices.

For compensation related to the year ended December 31,

2020, the Compensation Committee consulted with Nancy Arnosti and Associates (“Arnosti”), a compensation consulting

firm with regard to our executive compensation program.

Arnosti was engaged to provide the Compensation Committee with information,

recommendations, and other advice relating to these compensation programs on an ongoing basis.

Arnosti was directly engaged and

serves at the discretion of the Compensation Committee and provides no other services to the Company.

Competitive Positioning

In making compensation decisions, the Compensation

Committee reviews independent survey data, as well as publicly available data from companies with which we compete for executive

The companies chosen for comparison may differ from one executive to the next depending on the scope and nature of the

business for which the particular executive is responsible.

Although the compensation data from comparable

companies is useful comparative information, the Compensation Committee does not require that the compensation components of the

non-executive directors or individual executives bear any particular relationship to the compensation of non-executive director

or executives of similar positions of those comparable companies.

In development-focused companies within the biopharmaceutical

industry, many traditional measures of corporate performance, such as earnings-per-share or sales growth, may not readily apply

in reviewing the performance of executives.

Because of the Company’s current stage of development, the Compensation Committee

evaluates other indications of performance, including progress towards the Company’s research and development programs and

corporate development activities, as well as the Company’s success in securing capital sufficient to enable the Company to

continue research and development activities, in its decision-making process.

At our 2017 Annual Meeting of Stockholders

held on June 22, 2017, we submitted two proposals to our stockholders regarding our executive compensation practices.

The first was an advisory vote on the 2016

compensation awarded to our named executive officers (commonly known as a “say-on-pay” vote).

At our 2017 annual meeting,

excluding broker non-votes, approximately 88,471 shares cast votes with regard to the say-on-pay proposal.

Of those, 77,834 or

approximately 88%, of the shares approved the compensation of named executive officers.

We believe that the outcome of our say-on-pay

vote signals our stockholders’ support of our compensation approach, specifically our efforts to retain and motivate our

named executive officers.

In light of this stockholder support, the Compensation Committee determined not to change its approach

to compensation.

However, even though stockholders demonstrated overwhelming support for our compensation approach in 2017, the

Compensation Committee annually reevaluates our compensation practices to determine how they might be improved.

The Compensation

Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our named executive

The second proposal was a vote on the frequency

of future stockholder advisory votes regarding compensation awarded to named executive officers (commonly known as a “say-when-on-pay”

The frequency of every year received the highest number of votes cast.

Notwithstanding these results, our Board of Directors

determined that we would hold our next say-on-pay votes at the 2020 Annual Meeting.

In making compensation decisions, the Compensation Committee reviews

independent survey data, as well as publicly available data from companies with which we compete for executive talent.

The companies

chosen for comparison may differ from one executive to the next depending on the scope and nature of the business for which the

particular executive is responsible.

Although the compensation data from comparable companies is useful

comparative information, the Compensation Committee does not require that the compensation components of the non-executive directors

or individual executives bear any particular relationship to the compensation of non-executive director or executives of similar

positions of those comparable companies.

In development-focused companies within the biopharmaceutical industry, many traditional

measures of corporate performance, such as earnings-per-share or sales growth, may not readily apply in reviewing the performance

of executives.

Because of the Company’s current stage of development, the Compensation Committee evaluates other indications

of performance, including progress towards the Company’s research and development programs and corporate development activities,

as well as the Company’s success in securing capital sufficient to enable the Company to continue research and development

activities, in its decision-making process.

At our 2020 Annual Meeting of Stockholders held on August 7, 2020

and adjourned until September 4, 2020, we submitted two proposals to its stockholders regarding its executive compensation practices.

The first was an advisory vote on the 2019 executive compensation

awarded to our named executive officers (commonly known as a “say-on-pay” vote).

At our 2020 annual meeting, excluding

broker non-votes, approximately 5,721,142 shares cast votes with regard to the say-on-pay proposal.

Of those, 2,960,782, or approximately

51.8%, of the shares approved the compensation of named executive officers.

We believe that the outcome of its say-on-pay vote

signals its stockholders’ support of our compensation approach, specifically its efforts to retain and motivate its named

executive officers.

In light of this stockholder support, the Compensation Committee determined not to change its approach to compensation.

However, even though in 2020 stockholders demonstrated support for its compensation approach during 2019, the Compensation Committee

annually reevaluates Seneca’s compensation practices to determine how they might be improved.

The Compensation Committee

will continue to consider the outcome of say-on-pay votes when making future compensation decisions for Seneca’s named executive

The second proposal was a vote on the frequency of future stockholder

advisory votes regarding compensation awarded to named executive officers (commonly known as a “say-when-on-pay” vote).

The frequency of every one (1) year received the highest number of votes cast.

Notwithstanding these results, our Board determined

that Seneca would hold our next say-on-pay vote in 2021.

Summary Compensation Table

The following table sets forth information

regarding the compensation paid to, or earned by, our named executive officers for the years ended December 31, 2019 and 2018:

The following table sets forth information regarding the compensation

paid to, or earned by, our named executive officers for the years ended December 31, 2020 and 2019:

Name and Principal Position

5 unchanged sentences

Executive Chairman (9)

Former Chief Executive, President

James Scully,

Former Chief Executive, President

Matthew Kalnik, PhD

Chief Operating Officer and President (9)

Chief Financial Officer (9)

_________________________________

Includes automobile allowance, relocation allowance, perquisites and other personal benefits.

For additional information regarding the valuation of Option Awards, refer to Note 4 of our financial statements contained

in this report.

Includes an Inducement Award of 40,000 options issued initially and an anti-dilution true-up issuance of an additional

116 253 options per Dr.

For additional information regarding the valuation of Option Awards, refer to Note 4 of our financial statements contained in this report.

Represents a stock option granted conditionally issued on April 1, 2020 that

was approved by Seneca’s shareholders on September 4, 2020.

option grant was initially to purchase up to

471,000 shares of common stock at an exercise price of $0.6199.

The option contains anti-dilution

protection to

maintain percentage ownership and as of December 31, 2020, pursuant to certain issuances, the option was increased to an

aggregate of 864,785 shares.

The option (including any true-up issuances) vests (i) one quarter (1/4) on the original

issuance date and (ii) three quarters (3/4) on a monthly basis over the thirty-six (36) month period following the original

issuance date.

Carter agreed in principle, subject to entering into a definitive agreement, to cancel the option

grant immediately prior to closing in exchange for $188,789.

If the Merger does not close, Dr.

option grant.

Includes an Inducement Award of 40,000 options issued initially and an anti-dilution

true-up issuance of an additional 116,253 options per Dr.

Carter’s employment agreement.

The options have a strike price of $8.50 and vest over time and based

on milestones.

Represents 12,500 options issued pursuant to Mr.

Scully’s consulting agreement to serve as interim CEO on August

4, 2018 valued at $191,310.

The options have a strike price of $23.00.

The options vested fully on grant date.

Amendment to Employment Agreement with Kenneth Carter

On March 26, 2020, Dr.

Kenneth Carter’s employment agreement

was amended, having an effective date of April 1, 2020.

For a description of the terms of the amendment, please see the Item 9B

of Section 2 of this Annual Report entitled “Other Information.”

Employment Agreement with Kenneth Carter

The options had an

exercise price of $8.50 and vest over time and based on milestones.

Pursuant to Dr.

Carter’s employment agreement, as amended, as a result of the approval of Dr.

Carter’s option award by Seneca’s shareholders on

September 4, 2020, as described in Footnote 3 above, the Inducement Option award was cancelled.

Represents an inducement stock option granted on April 1, 2020.

The option grant was initially to purchase up to 282,840 shares of common stock at an exercise price of $0.6199.

The option contains anti-dilution protection to maintain percentage ownership and as of December 31, 2020, pursuant to certain issuances, the option was increased to an aggregate of 518,979 shares.

The option (including any true-up issuances) vests (i) one quarter (1/4) on the original issuance date and (ii) three quarters (3/4) on a monthly basis over the thirty-six (36) month period following the original issuance date.

Kalnik agreed in principle, subject to entering into a definitive agreement, to cancel the option grant immediately prior to closing in exchange for $476,663.

If the Merger does not close, Dr.

Kalnik will retain his option grant.

Represents cash compensation for professional consulting services prior to Dr.

Kalnik being appointed as Chief Operating Officer and President

effective April 1, 2020 along with reimbursements for certain expenses in 2020.

Represents an inducement stock option granted on April 1, 2020.

The option grant was

initially to purchase up to 70,710 shares of common stock at

an exercise price of $0.6199.

The option contains

anti-dilution protection to maintain percentage ownership and as of December 31, 2020, pursuant to certain issuances,

the option was increased to an aggregate of 129,745 shares.

The option (including any true-up issuances) vests (i) one

quarter (1/4) on the original issuance date and (ii) three quarters (3/4) on a monthly basis over the thirty-six (36)

month period following the original issuance date.

Saglio agreed in principle, subject to entering into a

definitive agreement, to cancel the option grant immediately prior to closing in exchange for $362,392.

If the Merger

does not close, Mr.

Saglio will retain his option grant.

Represents cash compensation for professional consulting services prior to Mr.

Saglio being appointed as Chief Financial Officer effective April 1,

2020 along for reimbursement of certain expenses in 2020.

Employees were terminated without cause on March 17, 2021.

Original Employment Agreement with Kenneth Carter

On December 18, 2018, Dr.

Kenneth Carter

was appointed the executive chairman of the Company to be effective January 1, 2019.

Kenneth Carter was appointed the executive

chairman of Seneca to be effective January 1, 2019.

In connection with Dr.

Carter’s employment,

we entered into an at-will employment agreement.

Pursuant to the terms of his employment agreement, he received a signing bonus

of $20,000 and receives a base salary of $395,000 per year and is eligible to receive an annual cash bonus based on achievement

of certain performance milestones with a target of 50% of his base salary.

Carter was also issued an inducement

option to purchase 40,000 shares of common stock on December 12, 2018.

The inducement option has an exercise price of $8.50 per

share, a term of ten (10) years, and vests as follows:

(i) 10,000 options on the effective date, (ii) 5,000 options on the six

(6) month anniversary of the effective date, (iii) 5,000 options vest on the two (2) year anniversary of the effective date, and

(iv) the remaining 20,000 vest upon the achievement of performance-based milestones.

As of December 31, 2019, 27,000 shares have

vested, 4,000 have been forfeited for failure to meet the milestone vesting requirements, and 9,000 are currently unvested, subject

to meeting vesting conditions.

For a twelve (12) month period following

the effective date, Dr.

Carter’s employment agreement further calls for the adjustment in the number of shares underlying

the inducement option in the event of a capital raising transaction such that Dr.

Carter’s ownership percentage would remain

the same prior and subsequent to such transaction.

Pursuant to the Company’s registered direct offering on July 30, 2019,

the Company issued Dr.

Carter an additional 116,213 options as an adjustment.

Of this issuance, 78,444 shares have vested, 11,621

have been forfeited for failure to meet the vesting requirements, and 26,148 remain unvested as of December 31, 2019.

Carter’s employment agreement

also provides for severance in the event the Company terminates his employment without “cause” or he resigns with “good

reason,” or as a result of his death or disability as each term is defined in the employment agreement or upon termination

due to death or disability, Dr.

carter will be entitled to (i) payment of his accrued base salary, unreimbursed expenses, unpaid

but earned bonuses, and accrued and unused vacation time;

Carter’s employment, Seneca entered into an at-will

employment agreement.

Pursuant to the terms of his employment agreement, he received a signing bonus of $20,000 and receives a

base salary of $395,000 per year and is eligible to receive an annual cash bonus based on achievement of certain performance milestones

with a target of 50% of his base salary.

Carter was also issued an inducement option to purchase 40,000

shares of common stock on December 12, 2018.

The inducement option has an exercise price of $8.50 per share, a term of ten (10)

years, and vests as follows:

(i) 10,000 options on the effective date, (ii) 5,000 options on the six (6) month anniversary of the

effective date, (iii) 5,000 options vest on the two (2) year anniversary of the effective date, and (iv) the remaining 20,000 vest

upon the achievement of performance-based milestones.

As of December 31, 2019, 27,000 shares have vested, 4,000 have been forfeited

for failure to meet the milestone vesting requirements, and 9,000 are currently unvested, subject to meeting vesting conditions.

For a twelve (12) month period following the effective date, Dr.

Carter’s employment agreement further calls for the adjustment in the number of shares underlying the inducement option in

the event of a capital raising transaction such that Dr.

Carter’s ownership percentage would remain the same prior and subsequent

to such transaction.

Pursuant to Seneca’s registered direct offering on July 30, 2019, Seneca issued Dr.

Carter an additional

116,213 options as an adjustment.

Of this issuance, 78,444 shares have vested, 11,621 have been forfeited for failure to meet the

vesting requirements, and 26,148 remain unvested as of December 31, 2019.

This option was cancelled pursuant to Seneca's shareholders

approving the Option Grant described in Dr.

Carter's Amendment to Employment Agreement described above.

Carter’s employment agreement also provides for severance

in the event Seneca terminates his employment without “cause” or he resigns with “good reason,” or as a

result of his death or disability as each term is defined in the employment agreement or upon termination due to death or disability,

carter will be entitled to (i) payment of his accrued base salary, unreimbursed expenses, unpaid but earned bonuses, and accrued

and unused vacation time;

(ii) the accelerated vesting of 100% of Dr.

Carter’s then outstanding

unvested equity awards, (iii) the continued payment of his base salary for (a) eighteen (18) months following the termination if

such termination occurs within six (6) months of the effective date or if termination occurs within the eighteen (18) month period

following a “sale event” or “change of control” and (b) twelve (12) months following the termination date

if termination occurs after the initial six (6) month period following the effective date and (iv) payment of a pro rata portion

of his target annual bonus for the year in which termination occurs.

Carter will not be entitled to any continued payment of

salary after the twenty-four (24) month anniversary of the effective date

In the event of a termination for any reason

other than “Cause,” we will be required to make such payments, approximately as follows:

Kenneth Carter (1)

Assumes termination at December 31, 2019.

The effective date of Dr.

Carter’s agreement is January 1, 2019.

Includes 12 months continued payment of base salary of $395,000 plus target bonus of 50% of base salary equal to $197,500.

Employment Agreement with James Scully

Effective August 1, 2018, James Scully

was appointed as the interim Chief Executive Officer and Principal Accounting Officer of the Company.

On December 31, 2018, Mr.

Scully was replaced by Kenneth Carter, PhD., our current executive Chairman.

Scully’s tenure, he was

entitled to $25,000 per calendar month and obligated to work three (3) full days per week.

In the event that he worked additional

days, he received $2,000 per full day of service.

Scully’s employment agreement was for a period of six (6) months beginning

August 1, 2018 and ending on January 31, 2019, unless terminated earlier upon sixty (60) days’ notice.

Scully was also

issued an option to purchase 12,500 shares of Common Stock with a grant date of August 4, 2018, a term of five (5) years, and an

exercise price of $23.00 per share which vested fully on the grant date.

Employment Agreement with Richard Daly

On February 15, 2016, Richard Daly was

appointed Chief Executive Officer, President, and as a member of the Company’s board of directors.

Daly resigned effective

July 31, 2018 as CEO, president and as a member of the Board.

Pursuant to the terms of the employment agreement, Mr.

Daly received

a base salary of $440,000 per year (reduced to $410,000 per year pursuant to voluntary salary reduction on June 1, 2016) and was

eligible to receive an annual cash bonus based on achievement of certain performance goals with a target of 50% of his base salary.

Daly’s employment agreement provided

for severance in the event Company terminates Mr.

Daly’s employment without Cause or Mr.

Daly resigned with Good Reason,

as each term is defined in the employment agreement, Pursuant to Mr.

Daly’s resignation, no severance was paid pursuant to

the terms of his employment agreement..

Carter’s then outstanding unvested equity awards, (iii)

the continued payment of his base salary for (a) eighteen (18) months following the termination if such termination occurs within

six (6) months of the effective date or if termination occurs within the eighteen (18) month period following a “sale event”

or “change of control” and (b) twelve (12) months following the termination date if termination occurs after the initial

six (6) month period following the effective date and (iv) payment of a pro rata portion of his target annual bonus for the year

in which termination occurs.

Carter will not be entitled to any continued payment of salary after the twenty-four (24) month

anniversary of the effective date.

Amendment to Employment Agreement with Kenneth Carter

On March 26, 2020, Seneca and Dr.

Kenneth Carter, its Executive

Chairman, entered into an amendment (the “Amendment”) to Dr.

Carter’s employment agreement with an effective

date of April 1, 2020.

The material terms of the Amendment that control and supersede the prior employment agreement are described

Carter is to be employed as Executive Chairman of Seneca and

will spend substantially all of his duties, attention, skill, and efforts working for the Company.

He will not receive any signing

/ retention bonus.

Carter was reimbursed $5,000 in legal, accounting and other expenses related to the negotiation and drafting

of the amendment.

Pursuant to the terms of the Amendment, Dr.

Carter will continue

to serve as the Executive Chairman of Seneca and will receive an annual base salary of $525,000.

Additionally, on the effective

Carter received a conditional option to purchase 471,400 shares of common stock (“Option Grant”) of Seneca,

subject to the receipt of shareholder approval as well as the forfeiture of all of his previously issued vested and unvested grants.

The Option Grant has a term of ten (10) years from issuance, and an exercise price equal to the closing trading price of Seneca’s

common stock on the effective date.

The Option Grant vests (i) one quarter (1/4) on the effective date and (ii) three quarters

(3/4) on a monthly basis over the thirty-six (36) month period following the effective date, provided Dr.

Carter remains a service

provider to Seneca over such period.

For a period of nine (9) months from the effective date (or until the closing of a transaction

related to issuing securities that was approved during such nine (9) month period) (the “Measurement Period”), the

Option Grant will be subject to adjustment to maintain the percentage ownership the Option Grant reflects on the date of grant

in the event that (i) Seneca issues any common stock (including, without limitation, by virtue of exercise, conversion or exchange

of any common stock equivalents that are issued and outstanding prior to the end of the Measurement Period) during the Measurement

Period, or (ii) there is any exercise, conversion, or exchange of common stock equivalents that are issued and outstanding prior

to the end of the Measurement Period.

Upon termination by reason of death or disability (as such terms

are defined in the Amendment), Dr.

Carter will be entitled to receive the “Accrued Obligations”.

Upon termination by Seneca for “Cause” or by Dr.

without “Good Reason,” as such terms are described in the Amendment, Dr.

Carter will only be entitled to receive the

Accrued Obligations.

Upon termination by Seneca without “Cause” or by Dr.

Carter with “Good Reason,” Dr.

Carter will be entitled to (i) the Accrued Obligations, (ii) the continued payment of

his base salary for (a) twelve (12) months if termination occurs after the nine (9) month anniversary of the effective date or

(b) seven (7) months if termination occurs prior to the nine (9) month anniversary of the effective date (each as applicable, the

“Severance Term”) (iii) payment of his bonus pro-rata for the time employed during the year of termination, (iv) COBRA

payments for the applicable Severance Term, and (v) the continued vesting of all outstanding equity grants for the earlier of (y)

the term of the equity awards or (z) the applicable Severance Term.

Carter will be considered a service provider under the

applicable plan in which such grants were issued until the last day of the Severance Term.

Upon a termination by Seneca without “Cause” or by Dr.

Carter with “Good Reason” three (3) months prior to or twelve (12) months subsequent to a Change of Control (as such

term is defined in the Amendment), Dr.

Carter will be entitled to (i) the Accrued Obligations, (ii) the continued payment of his

base salary for (a) eighteen (18) months if termination occurs after the nine (9) month anniversary of the effective date, or (b)

nine (9) months if termination occurs prior to the nine (9) month anniversary of the effective date (each as applicable, “Change

of Control Severance Term”), (iii) payment of 100% of target cash bonus for year of termination, (iv) COBRA payments for

the applicable Change of Control Severance Term, and (v) the full vesting of all outstanding equity grants on the date of termination.

Carter will be considered a service provider under the applicable plan in which such grants were issued until the last day

of the applicable Change of Control Severance Term.

Termination of Dr.

Carter’s Employment

Effective March 17, 2021, Dr.

Carter entered into a separation

agreement with the Company whereby his employment was terminated.

For a description of the compensation payable to Dr.

please refer to the section in this Item 11 of Part III of this Annual Report on Form 10-K entitled “Merger Related Compensation

Arrangements.”

Employment Agreement with Dane

Effective April 1, 2020, Dane Saglio was appointed chief financial officer of Seneca.

In connection with Mr.

Saglio’s employment, Seneca entered into an at-will employment agreement with Mr.

to the terms of the employment agreement, Mr.

Saglio will receive a base salary of $375,000 per year and will be eligible to receive

an annual target cash bonus of 40% of his base salary, based upon the achievement of certain performance goals and at the discretion

of Seneca’s Compensation Committee.

Saglio will also be eligible to receive an annual market-based equity grant to be

issued from one of Seneca’s equity compensation plans at the discretion of the Board.

In addition, as an inducement to Mr.

Saglio’s employment, Seneca granted him a non-qualified inducement option to purchase up to 70,710 shares of Common Stock.

The option has an exercise price of $0.6199 per share, a term of ten (10) years, and vests as follows:

(i) one quarter (1/4) of

the options vest on the effective date, and (ii) the remaining three-quarters (3/4) of the options will vest on a monthly basis

over the thirty-six (36) month period following the effective date.

The option was issued from Seneca’s Inducement Plan.

For a period of nine (9) months from the effective date (or until

the closing of a transaction related to the issuance of securities that was approved during such nine (9) month period) (the “Saglio

Measurement Period”), the inducement option will be subject to adjustment to maintain the percentage ownership represented

by the inducement option on the date of grant, in the event that (i) Seneca issues any Common Stock (including, without limitation,

by virtue of exercise, conversion or exchange of any Common Stock equivalents that are issued and outstanding prior to the end

of the Saglio Measurement Period) during the Saglio Measurement Period, or (ii) there is any exercise, conversion, or exchange

of Common Stock equivalents that are issued and outstanding prior to the end of the Saglio Measurement Period.

Upon termination by reason of death or disability (as such terms

are defined in the Employment Agreement), Mr.

Saglio will be entitled to receive the “Accrued Obligations”.

Upon termination by Seneca for “Cause” or by Mr.

without “Good Reason,” as such terms are described in the employment agreement, Mr.

Saglio will only be entitled to

receive the Accrued Obligations.

Upon termination by Seneca without “Cause” or by Mr.

Saglio with “Good Reason,” (as those terms are defined in the employment agreement) Mr.

Saglio will be entitled to

receive (i) the Accrued Obligations, (ii) the continued payment of his base salary for (a) nine (9) months if termination occurs

after the nine (9) month anniversary of the effective date or (b) five (5) months if termination occurs prior to the nine (9) month

anniversary of the effective date (each as applicable, the “Saglio Severance Term”) (iii) payment of his bonus pro-rata

for the time employed during the year of termination, (iv) COBRA payments for the applicable Saglio Severance Term, and (v) the

continued vesting of all outstanding equity grants for the earlier of (y) the term of the equity awards or (z) the applicable Saglio

Severance Term.

Saglio will be considered a service provider under the Inducement Plan or any other applicable equity compensation

plan of Seneca until the last day of the Saglio Severance Term.

Upon termination by Seneca without “Cause” or by Mr.

Saglio with “Good Reason” during the period commencing three (3) months prior to and terminating twelve (12) months

subsequent to a Change of Control (as such term is defined in the employment agreement), Mr.

Saglio will be entitled to (i) the

Accrued Obligations, (ii) the continued payment of his base salary for (a) twelve (12) months if termination occurs after the nine

(9) month anniversary of the effective date, or (b) six (6) months if termination occurs prior to the nine (9) month anniversary

of the effective date (each as applicable, “Saglio Change of Control Severance Term”), (iii) payment of 100% of target

cash bonus for the entire year of termination, (iv) COBRA payments for the applicable Saglio Change of Control Severance Term,

and (v) the full vesting of all outstanding equity grants on the date of termination.

Saglio will be considered a service provider

under the Inducement Plan or any other applicable equity compensation plan of Seneca until the last day of the applicable Saglio

Change of Control Severance Term.

In addition, Mr.

Saglio has also entered into (i) Seneca’s

standard confidential information and invention assignment agreement governing the ownership of any inventions and confidential

information and (ii) Seneca’s standard indemnification agreement which is entered into by Seneca’s officers and directors.

Termination of Mr.

Saglio’s Employment

Effective March 17, 2021, Mr.

Saglio entered into a separation agreement

with the Company whereby his employment was terminated.

For a description of the compensation payable to Mr.

Saglio, please refer

to the section in this Item 11 of Part III of this Annual Report on Form 10-K entitled “Merger Related Compensation Arrangements.”

Employment with Matthew Kalnik

Effective April 1, 2020, Matthew Kalnik was appointed President

and Chief Operating Officer of Seneca.

In connection with Dr.

Kalnik’s employment, Seneca entered into an at-will employment

agreement with Dr.

Pursuant to the terms of the employment agreement, Dr.

Kalnik will receive a base salary of $415,000

per year and will be eligible to receive an annual target cash bonus of 45% of his base salary, based upon the achievement of certain

performance goals and at the discretion of the Compensation Committee.

Kalnik will also be eligible to receive an annual market-based

equity grant to be issued from one of Seneca’s equity compensation plans at the discretion of the Board.

In addition, as

an inducement to Dr.

Kalnik’s employment, Seneca granted him a non-qualified inducement option to purchase up to 282,840

shares of Common Stock on the effective date.

The option has an exercise price of $0.6199 per share, a term of ten (10) years,

and vests as follows:

(i) one quarter (1/4) of the options vest on the effective date, and (ii) the remaining three-quarters (3/4)

of the options will vest on a monthly basis over the thirty-six (36) month period following the effective date.

The option was

issued from the Inducement Plan.

Kalnik agreed in principle, subject to entering into a definitive agreement, to cancel the

option grant immediately prior to closing in exchange for $476,663.

If the merger with Leading BioSciences does not close, Dr.

Kalnik will retain his option grant.

For a period of nine (9) months from the effective date (or until

the closing of a transaction related to issuing securities that was approved during such nine (9) month period) (the “Kalnik

Measurement Period”), the inducement option will be subject to adjustment to maintain the percentage ownership represented

by the inducement option on the date of grant in the event that (i) Seneca issues any Common Stock (including, without limitation,

by virtue of exercise, conversion or exchange of any Common Stock equivalents that are issued and outstanding prior to the end

of the Kalnik Measurement Period) during the Kalnik Measurement Period, or (ii) there is any exercise, conversion, or exchange

of Common Stock equivalents that are issued and outstanding prior to the end of the Kalnik Measurement Period.

Additionally, pursuant to the employment agreement, Seneca agreed

to reimburse Dr.

Kalnik up to $5,000 for legal and accounting expenses incurred in connection with the drafting and negotiation

of his employment related agreements.

Upon termination by reason of death or disability (as such terms

are defined in the employment agreement), Dr.

Kalnik will be entitled to receive the Accrued Obligations.

Upon termination by Seneca for “Cause” or by Dr.

without “Good Reason,” as such terms are described in the employment agreement, Dr.

Kalnik will only be entitled to

receive the Accrued Obligations.

Upon termination by Seneca without “Cause” or by Dr.

Kalnik with “Good Reason,” (as those terms are defined in the employment agreement) Dr.

Kalnik will be entitled to

receive (i) the Accrued Obligations, (ii) the continued payment of his base salary for (a) eleven (11) months if termination occurs

after the nine (9) month anniversary of the effective date or (b) six (6) months if termination occurs prior to the nine (9) month

anniversary of the effective date (each as applicable, the “Kalnik Severance Term”) (iii) payment of his bonus pro-rata

for the time employed during the year of termination, (iv) COBRA payments for the applicable Kalnik Severance Term, and (v) the

continued vesting of all outstanding equity grants for the earlier of (y) the term of the equity awards or (z) the applicable

Kalnik Severance Term.

Kalnik will be considered a service provider under the Inducement Plan or any other applicable equity

compensation plan of Seneca until the last day of the Kalnik Severance Term.

Upon termination by Seneca without “Cause” or by Dr.

Kalnik with “Good Reason” during the period commencing three (3) months prior to and terminating twelve (12) months

subsequent to a Change of Control (as such term is defined in the employment agreement), Dr.

Kalnik will be entitled to (i) the

Accrued Obligations, (ii) the continued payment of his base salary for (a) fifteen (15) months if termination occurs after the

nine (9) month anniversary of the effective date, or (b) eight (8) months if termination occurs prior to the nine (9) month anniversary

of the effective date (each as applicable, “Kalnik Change of Control Severance Term”), (iii) payment of 100% of target

cash bonus for the entire year of termination, (iv) COBRA payments for the applicable Kalnik Change of Control Severance Term,

and (v) the full vesting of all outstanding equity grants on the date of termination.

Kalnik will be considered a service provider

under the Inducement Plan or any other applicable equity compensation plan of Seneca until the last day of the applicable Kalnik

Change of Control Severance Term.

Termination of Dr.

Kalnik’s Employment

Effective March 17, 2021, Dr.

Kalnik entered into a separation agreement

with the Company whereby his employment was terminated.

For a description of the compensation payable to Dr.

Kalnik, please refer

to the section in this Item 11 of Part III of this Annual Report on Form 10-K entitled “Merger Related Compensation Arrangements.”

Merger Related Executive Compensation Arrangements

The following table and related footnotes present information about

the compensation payable to Seneca’s named executive officers (who are the only executive officers of Seneca) in connection

with the consummation of the Merger, and their associated termination without cause from Seneca that occurred on March 17, 2021.

The compensation shown in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of

information about compensation for each named executive officer that is based on or otherwise relates to the proposed Merger.

The values in the table below show amounts due and payable to executives

as a result of their termination without cause on March 17, 2021, and amounts due upon consummation of the Merger, if and when

Perquisites/Benefits

Reimbursement

Kenneth Carter, PhD

Mathew Kalnik, PhD

Represents anticipated payment for the cancellation of outstanding stock options.

Equity Compensation Plans

We currently have the following equity

compensation plans outstanding as of the date hereof:

(i) 2007 Equity Compensation Plan, (ii) 2010 Equity Compensation Plan, (iii)

Inducement Award Stock Option Plan and (iv) 2019 Equity Incentive Plan.

For information related to our equity compensation

plans for which our officers and directors are issued securities from, please see ”Equity Compensation Plan Information”

contained in the Section entitled “Market for Registrant’s common equity, related stockholder matters” contained

in this Form 10-K.

Seneca currently has the following equity compensation plans outstanding

as of the date hereof:

(i) 2010 Equity Compensation Plan, (ii) 2019 Equity Incentive Plan, (iii) 2020 Equity Incentive Plan and

(iv) the Inducement Award Stock Option Plan.

For information related to Seneca’s equity compensation plans

from which Seneca’s officers and directors are issued securities, please see the sections below entitled “ 2010 Equity

Compensation Plan ,” “ 2019 Equity Incentive Plan ,” “ Equity Incentive Plan ,” and

“ Inducement Award Stock Option Plan .”

2010 Equity Compensation Plan

Seneca’s 2010 Equity Compensation Plan, as amended (“2010

Plan”) was approved by our stockholders on June 22, 2017 and is administered by Seneca’s board or its compensation

The 2010 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, performance

units, performance shares, restricted stock units, and other stock-based awards to its employees, directors, and consultants.

purpose of the 2010 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to

provide additional incentive to Seneca’s employees, directors and consultants, and to promote the success of Seneca’s

Under the terms of the 2010 Plan, Seneca currently has authorized 88,846 shares of Seneca Common Stock for the foregoing

2019 Equity Incentive Plan

Seneca’s 2019 Equity Incentive Plan (“2019 Plan”)

was approved by Seneca’s stockholders on June 12, 2019 and is administered by Seneca’s Board or its compensation committee.

The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, performance units,

performance shares, restricted stock units, and other stock-based awards to our employees, directors, and consultants.

of the 2019 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide

additional incentive to our employees, directors and consultants, and to promote the success of Seneca’s business.

the terms of the 2019 Plan, Seneca initially reserved 200,000 shares of Seneca Common Stock, subject to an automatic increase on

the first day of each calendar year by 4% of the total shares of Seneca Common Stock issued and outstanding on such date.

Plan further authorized the administrator to amend the exercise price and terms of certain awards thereunder.

Equity Incentive Plan

Our 2020 Equity Incentive Plan (“2020 Plan”) was approved

our stockholders and is administered by our Board or our Compensation Committee.

The 2020 Plan provides for the grant of incentive

stock options, nonstatutory stock options, restricted stock, performance units, performance shares, restricted stock units, and

other stock-based awards to our employees, directors, and consultants.

The purpose of the 2020 Plan is to attract and retain the

best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors

and consultants, and to promote the success of our business.

Under the terms of the 2020 Plan, Seneca initially reserved 600,000

shares of common stock.

The 2020 Plan provides that the shares under the plan, as well as the shares underlying grants, is subject

to automatic increase upon the occurrence of certain dilutive events.

The 2020 Plan further authorized the administrator to amend

the exercise price and terms of certain awards thereunder.

Inducement Award Stock Option Plan

Seneca’s Inducement Award Stock Option Plan (“Inducement

Plan”) is administered by Seneca’s Board or its compensation committee.

The Inducement Plan is intended to be used

in connection with the recruiting and inducement of senior management and employees.

The issuance of awards under the Inducement

Plan is at the discretion of the administrator which has the authority to determine the persons to whom any awards shall be granted

and the terms, conditions and restrictions applicable to any award.

Pursuant to the Inducement Plan, as amended and currently in

effect, Seneca may grant stock options for up to a total of 215,000 shares of Seneca Common Stock to new employees of Seneca.

of December 31, 2019, 140,592 grants have been made pursuant to the Inducement Plan.

On March 23, 2020 Seneca’s Board approved

an amendment to the Inducement Plan increasing the numbers of shares authorized under the Inducement Plan to 715,000.

The Inducement

Plan is intended to qualify as an inducement plan under Nasdaq Listing Rule 5635(c)(4) and accordingly, Seneca did not seek stockholders’

Outstanding Equity Awards Value at Fiscal Year-End

The following table includes information

with respect to the value of all outstanding equity awards previously awarded to our named executive officers as of December 31,

All references to common stock, share, and per share amounts have been retroactively restated to reflect the 1:20 reverse

stock split that became effective on July 17, 2019

The following table includes information with respect to the value

of all outstanding equity awards previously awarded to our named executive officers as of December 31, 2020.

All references to

common stock, share, and per share amounts have been retroactively restated to reflect the 1:20 reverse stock split that became

effective on July 17, 2019.

Number of securities underlying unexercised options - exercisable

10 unchanged sentences

Market or payout value of unearned shares, units or other rights that have not vested

Kenneth Carter, PhD (1)(2)

James Scully (3)

Kenneth Carter (1)

Matthew Kalnik, PhD (2)

Dane Saglio (3)

_____________

On December 12, 2018, in connection with his employment agreement, we granted Dr.

Kenneth Carter, our executive chairman, an inducement option to purchase 40,000 shares under our inducement stock option plan.

The Options vest as follows:

(i) 10,000 on the effective date (January 1, 2019), (ii) 5,000 on the six (6) month anniversary of the effective date, (iii) 5,000 on the two (2) year anniversary of the effective date, and (iv) 20,000 on the achievement of performance-based milestones to be completed within a time domain of six (6) to twelve (12) months following the effective date.

On July 30, 2019, in accordance with the terms of his employment agreement and original grant, we granted Kenneth Carter an additional inducement option to purchase 116,213 shares under our inducement stock plan.

The options vest in the same proportions as the initial award on both a time and performance basis.

On August 4, 2018, we granted our interim CEO an option to purchase 12,500 common shares.

The options were granted under our 2010 Stock Plan.

The award vested on the grant date.

Represents a stock option granted conditionally issued on April 1, 2020 that was approved by Seneca’s shareholders on September 4, 2020.

The option grant was initially to purchase up to 471,000 shares of common stock at an exercise price of $0.6199.

The option contains anti-dilution protection to maintain percentage ownership and as of December 31, 2020, pursuant to certain issuances, the option was increased to an aggregate of 864,785 shares.

The options were all issued from our 2020 Equity Incentive Plan.

Carter agreed in principle, subject to entering into a definitive agreement, to cancel the option grant immediately prior to closing in exchange for $188,789.

If the Merger does not close, Dr.

Carter will retain his option grant.

Represents an inducement stock option granted on April 1, 2020.

The option grant was initially to purchase up to 282,840 shares of common stock at an exercise price of $0.6199.

The option contains anti-dilution protection to maintain percentage ownership and as of December 31, 2020, pursuant to certain issuances, the option was increased to an aggregate of 518,979 shares.

The options were all issued from our Inducement Stock Option Plan.

Kalnik agreed in principle, subject to entering into a definitive agreement, to cancel the option grant immediately prior to closing in exchange for $476,663.

If the Merger does not close, Dr.

Kalnik will retain his option grant.

Represents an inducement stock option granted on April 1, 2020.

The option grant was initially to purchase up to 70,710 shares of common stock at an exercise price of $0.6199.

The option contains anti-dilution protection to maintain percentage ownership and as of December 31, 2020, pursuant to certain issuances, the option was increased to an aggregate of 129,745 shares.

The options were all issued from our 2020 Equity Incentive Plan.

Saglio agreed in principle, subject to entering into a definitive agreement, to cancel the option grant immediately prior to closing in exchange for $362,392.

If the Merger does not close, Mr.

Saglio will retain his option grant.

DIRECTOR COMPENSATION

Board Compensation Arrangements

Our non-executive director compensation

program is overseen and approved by our Compensation Committee and is designed to enable us to continue to attract and retain highly

qualified directors by ensuring that director compensation is in line with peer companies competing for director talent, and is

designed to address the time, effort, expertise, and accountability required of active board membership.

In general, we believe

that annual compensation for non-employee directors should be cash and equity based and designed to compensate members for their

service on the Board and its committees, align the interests of directors and stockholders and, by vesting over time, to create

an incentive for continued service on the Board.

Our Compensation Committee annually reviews and approves compensation programs

related to our non-employee members of the Board of Directors.

The following are the terms of our Director

Compensation Plans pursuant to which non-employee directors are compensated:

Director Compensation Plan

Each non-employee director receives a $100,000

annual board fee subject to annual review and adjustment.

The annual board fee is payable as follows:

(i) up to $50,000 in cash

and (ii) the balance in equity grants consisting of common stock purchase options, restricted stock units or restricted stock,

at the election of each non-employee director.

Directors electing to receive a portion of their annual fee in cash will receive

four equal quarterly payments during the year.

Applicable equity grants will be made as of July 1 of each year and will vest quarterly

over the grant year.

Fees for new directors appointed or elected during the year will be pro-rated and made on the fifth (5 th )

day following such approval and acceptance on the Board.

Each non-employee director continuing service

will be required to make an election to receive the board fee in either cash, restricted stock, restricted stock units, or common

stock options or a combination thereof by June 15th of each year.

All grants of restricted stock and restricted stock units will

be valued using the adjusted closing bid price of the Company’s common stock on the applicable grant date.

All option grants

will be valued using the Black-Scholes option pricing model and are subject to customary assumptions used in the preparation of

the financial statements.

Our non-executive director compensation program is overseen and

approved by our Compensation Committee and is designed to enable us to continue to attract and retain highly qualified directors

by ensuring that director compensation is in line with peer companies competing for director talent, and is designed to address

the time, effort, expertise, and accountability required of active board membership.

In general, we believe that annual compensation

for non-employee directors should be cash and equity based and designed to compensate members for their service on the Board and

its committees, align the interests of directors and stockholders and, by vesting over time, to create an incentive for continued

service on the Board.

Our Compensation Committee annually reviews and approves compensation programs related to our non-employee

members of the Board of Directors.

The following are the terms of our Director Compensation Plans pursuant

to which non-employee directors are compensated:

Current Non-Employee Board Member Compensation Policy

Effective April 1, 2020, each non-employee Board member will receive

the following compensation commencing April 1 and ending on March 31 (“Board Year”):

A grant of 6,000 restricted stock units (“RSUs”) issued from one of Seneca’s equity compensation plans.

The RSU’s will be granted on April 3, 2020 and then on April 1, of each subsequent year and will vest quarterly over the grant year on June 30, September 30, December 31 and March 31.

An annual cash fee of $40,000.

In addition, non-employee Board members serving

on committees will receive the following additional consideration:

The lead independent director will receive an additional annual fee of $25,000;

Each member of the Audit Committee will receive an additional annual fee of $10,000;

Each member of the Compensation Committee will receive an additional annual fee of $7,500;

Each member of the Governance and Nominating Committee will receive an additional annual fee of $5,000.

In addition to any other consideration received,

non-employee Board members serving as a Chairperson will receive the following additional consideration:

The Audit Committee Chair will receive an additional annual fee of $10,000 (for chairing the committee in addition to the committee membership fee);

The Compensation Committee Chair will receive an additional annual fee of $7,500 (for chairing the committee in addition to the committee membership fee);

The Governance and Nominating Committee Chair will receive an additional annual fee of $5,000 (for chairing the committee in addition to the committee membership fee).

In addition, each non-employee Board member may elect to receive

their respective shares of Seneca Common Stock upon vesting of the RSUs on a net basis to allow for tax withholdings by Seneca.

Moreover, all cash compensation paid to non-employee Board members will be paid in arrears and on a quarterly basis over the Board

Legacy Director Compensation Plan (no longer in effect)

Prior to April 1, 2020, each non-employee director received a $100,000

annual board fee.

The annual board fee was payable as follows:

(i) up to $50,000 in cash and (ii) the balance in equity grants

consisting of common stock purchase options, restricted stock units or restricted stock, at the election of each non-employee director.

Directors electing to receive a portion of their annual fee in cash received four equal quarterly payments during the year.

equity grants were made as of July 1 of each year and vested quarterly over the grant year.

Fees for new directors appointed or

elected during the year were pro-rated and made on the fifth (5 th ) day following such approval and acceptance on the

Each non-employee director continuing service was required to make

an election to receive the board fee in either cash, restricted stock, restricted stock units, or common stock options or a combination

thereof by June 19th of each year.

All grants of restricted stock and restricted stock units were valued using the adjusted closing

bid price of Seneca Common Stock on the applicable grant date.

All option grants were valued using the Black-Scholes option pricing

model and are subject to customary assumptions used in the preparation of the financial statements.

Board Compensation for 2020 Board Year

The following table summarizes compensation paid/to be paid

to non-employee directors during the year ended December 31, 2019.

Incentive Plan

Non-qualified

William Oldaker

Independent Director (1)

The following table summarizes compensation paid/to be paid to non-employee directors

during the year ended December 31, 2020.

Fees Earned or Paid in Cash

Option Awards

Nonequity Incentive Plan Compensation

Non-qualified Deferred Compensation Earnings

All Other Compensation

Scott Ogilvie

8 unchanged sentences

Independent Director (5)

Stanley Westreich (7)

Independent Director

____________________________

The Director’s compensation includes $37,500 from the vesting of 4,017

stock purchase options.

Of these options, 1,491 have an exercise price of $22.20 and 2,526 have an exercise price

All options have an original contractual term of 10 years.

Effective September 30, 2020,

Oldaker resigned from the Board of Directors.

All options were forfeited as of December 31, 2019.

The Director’s compensation includes $50,000 from the vesting of 6,543 stock purchase

Of these options, 1,491 have an exercise price of $22.20 and 5,052 have an exercise price of $6.00.

options have an original contractual term of 10 years.

The Director’s compensation includes $27,466 from the vesting of 5,507 stock purchase

Of these options, 455 have an exercise price of $7.20 and 5,052 have an exercise price of $6.00.

options have an original contractual term of 10 years.

The Director’s compensation includes $84,114 from the vesting of 16,031

stock purchase options.

Of these options, 5,925 have an exercise price of $8.80 and 10,106 have an exercise price

All options have an original contractual term of 10 years.

The Director’s compensation includes $25,000 from the vesting of 1,127 restricted stock units and $25,000 from the vesting of 4,167 shares of restricted stock.

The Director’s compensation includes $11,608 from the vesting of 2,385 stock purchase options $13,936 from the vesting of 2,362 restricted stock units and $20,894 from the vesting of 3,541 shares of restricted stock.

The options have exercise price of $4.87 and an original contractual term of 10 years.

The Director’s compensation includes $25,000 from the vesting of 1,491 stock purchase options.

The options have exercise price of $22.20 and an original contractual term of 10 years.

Effective June 30, 2020, Mr.

Westreich resigned from the Board of Directors.

All options were forfeited as of December 31, 2019.

The Directors resigned from the Board on

March 26, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The Director’s compensation includes $24,999 in

consulting fees earned after his board service ended.

The compensation also includes vesting of stock options to

purchase 5,054 shares of common stock at $6.00 per share.

The Director’s compensation includes vesting of stock

options to purchase 5,054 shares of common stock at $6.00 per share and 5,400 restricted stock units.

The Director’s compensation includes vesting of stock

options to purchase 10,106 shares of common stock at $6.00 per share and 5,400 restricted stock units.

The Directors resigned from the Board on March 26, 2020.

The Director’s compensation includes vesting of stock

options to purchase 2,568 shares of common stock at $5.90 per share, 7,042 restricted stock units and 3,814 shares of

restricted stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

The following table sets forth information with respect to our

equity compensation plans as of December 31, 2019.

Number of Securities to be

Issued upon Exercise of Outstanding Options and Rights

Weighted-Average Exercise Price

for Outstanding Options and Rights

Number of Securities Remaining

Available for Future Issuance under Equity compensation Plans (Excluding Securities Reflected in Column (a))

The following table sets forth information with respect to our equity compensation plans

as of December 31, 2020.

Number of Securities

to be Issued upon Exercise of Outstanding Options and Rights

Weighted-Average Exercise

Price for Outstanding Options and Rights

Number of Securities Remaining Available

for Future Issuance under Equity compensation Plans (Excluding Securities Reflected in Column (a))

Plan Category

3 unchanged sentences

2019 Equity Incentive Plan (1)

2020 Equity Compensation Plan

Equity compensation plans not approved by security holders

Inducement Plan

* Our 2007 Stock

Plan terminated.

Accordingly, although certain outstanding awards under the plan can still be exercised, no

additional grants may be made pursuant to such plan.

(1) On January 1 of each calendar year, the number of shares of common stock authorized under the 2019 Equity Incentive Plan increases

by 4% of the total shares of common stock issued and outstanding on such date.

* Our 2007 Stock Plan terminated.

Accordingly, although certain

outstanding awards under the plan can still be exercised, no additional grants may be made pursuant to such plan.

(1) On January 1 of each calendar year, the number of shares of common stock authroized under the 2019 Equity Incentive Plan increases by 4% of the total shares of common stock issued and outstanding on such date

2019 Equity Incentive Plan

Our 2019 Equity Incentive Plan (“2019

Plan”) was approved by our stockholders on June 12, 2019 and is administered by our board or our compensation committee.

The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, performance units,

performance shares, restricted tock units, and other stock-based awards to our employees, directors, and consultants.

of the 2019 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide

additional incentive to our employees, directors and consultants, and to promote the success of our business.

Under the terms of

the 2019 Plan, we initially reserved 200,000 shares of common stock, subject to an automatic increase on the first day of each

calendar year by 4% of the total shares of common stock issued and outstanding on such date.

The 2019 Plan further authorized the

administrator to amend the exercise price and terms of certain awards thereunder.

Our 2019 Equity Incentive Plan (“2019 Plan”) was approved

by our stockholders on June 12, 2019 and is administered by our board or our compensation committee.

The 2019 Plan provides for

the grant of incentive stock options, nonstatutory stock options, restricted stock, performance units, performance shares, restricted

tock units, and other stock-based awards to our employees, directors, and consultants.

The purpose of the 2019 Plan is to attract

and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees,

directors and consultants, and to promote the success of our business.

Under the terms of the 2019 Plan, we initially reserved

200,000 shares of common stock, subject to an automatic increase on the first day of each calendar year by 4% of the total shares

of common stock issued and outstanding on such date.

The 2019 Plan further authorized the administrator to amend the exercise price

and terms of certain awards thereunder.

Equity Compensation Plans Not Approved by Security Holders

Our Inducement Award Stock Option Plan

(“Inducement Plan”) is administered by our board or our compensation committee.

The Inducement Plan is intended to

be used in connection with the recruiting and inducement of senior management and employees.

The issuance of awards under the Inducement

Plan is at the discretion of the administrator which has the authority to determine the persons to whom any awards shall be granted

and the terms, conditions and restrictions applicable to any award.

Pursuant to the Inducement Plan, as amended and currently in

effect, the Company may grant stock options for up to a total of 175,000 shares of common stock to new employees of the Company.

As of December 31, 2019, 140,592 grants have been made pursuant to the Inducement Plan.

The Inducement Plan is intended to qualify

as an inducement plan under NASDAQ Listing Rule 5635(c)(4) and accordingly, the Company did not seek stockholders’ approval.

Inducement Plan

Our Inducement Award Stock Option Plan (“Inducement Plan”)

is administered by our board or our compensation committee.

The Inducement Plan is intended to be used in connection with the recruiting

and inducement of senior management and employees.

The issuance of awards under the Inducement Plan is at the discretion of the

administrator which has the authority to determine the persons to whom any awards shall be granted and the terms, conditions and

restrictions applicable to any award.

Pursuant to the Inducement Plan, as amended and currently in effect, the Company may grant

stock options for up to a total of 175,000 shares of common stock to new employees of the Company.

As of December 31, 2019, 140,592

grants have been made pursuant to the Inducement Plan.

The Inducement Plan is intended to qualify as an inducement plan under NASDAQ

Listing Rule 5635(c)(4) and accordingly, the Company did not seek stockholders’ approval.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth, as of March 15, 2020, information

regarding beneficial ownership of our capital stock by:

The following table sets forth, as of February 28, 2021, information regarding beneficial

ownership of our capital stock by:

each person, or group of affiliated persons, known by us to be the beneficial owner of 5% or more of any class of our voting securities;

2 unchanged sentences

all current directors and named executive officers as a group.

Beneficial ownership is determined according

to the rules of the SEC.

Beneficial ownership means that a person has or shares voting or investment power of a security and includes

any securities that person or group has the right to acquire within 60 days after the measurement date.

This table is based on

information supplied by officers, directors and principal stockholders.

Except as otherwise indicated, we believe that each of

the beneficial owners of the common stock listed below, based on the information such beneficial owner has given to us, has sole

investment and voting power with respect to such beneficial owner’s shares, except where community property laws may apply.

Beneficial ownership is determined according to the rules of the

Beneficial ownership means that a person has or shares voting or investment power of a security and includes any securities

that person or group has the right to acquire within 60 days after the measurement date.

This table is based on information supplied

by officers, directors and principal stockholders.

Except as otherwise indicated, we believe that each of the beneficial owners

of the common stock listed below, based on the information such beneficial owner has given to us, has sole investment and voting

power with respect to such beneficial owner’s shares, except where community property laws may apply.

Name and Address of Beneficial Owner (1)

3 unchanged sentences

Kenneth Carter (5)

Stanley Westreich (3)

William Oldaker (4)

Scott Ogilvie

Sandford Smith

Cristina Csimma, Pharm.D, MHP

1 unchanged sentence

Mary Ann Gray, Ph.D

Matthew Kalnik, PhD (4) (5)

Dane Saglio (4) (5)

All directors and named executive officers as a group (7 individuals)

1 unchanged sentence

All directors, named executive officers, and 5% owners as a group (7 entities)

________________________________

Represents less than one percent

Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

1 unchanged sentence

20271 Goldenrod Lane, Germantown, MD 20876.

Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.

There are 9,428,011 shares of common stock issued and outstanding as of March 10, 2020.

Westreich’s tenure as a Board member ended on June 12, 2019.

Oldaker resigned from the Board effective September 30, 2019.

There are 17,295,703 shares of common stock issued and outstanding as of November 15, 2020.

Wei is appointed by the Series A 4.5% Convertible Preferred Stock owners.

Kalnik was appointed as our Chief Operating Officer and President and Mr.

Saglio was appointed as Seneca’s Chief Financial Officer effective April 1, 2020.

Holder has agreed in principle to the cancellation of all stock options prior to completion of Merger in exchange for cash consideration.

In the event that the Merger does not close, holder will retain such options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

1 unchanged sentence

Related Party Transactions Procedures

We review all known relationships and transactions

in which Seneca Biopharma and our directors, executive officers, and significant stockholders or their immediate family members

are participants to determine whether such persons have a direct or indirect interest.

Our management, in consultation with our

outside legal consultants, determines based on specific fact and circumstances whether Seneca Biopharma or a related party has

a direct or indirect interest in these transactions.

In addition, our directors and executive officers are required to notify us

of any potential related party transactions and provide us with the information regarding such transactions.

If it is determined that a transaction

is a related party transaction, the Audit Committee must review the transaction and either approve or disapprove it.

In determining

whether to approve or ratify a transaction with a related party, the Audit Committee will take into account all of the relevant

facts and circumstances available to it, including, among any other factors it deems appropriate:

We review all known relationships and transactions in which Seneca

Biopharma and our directors, executive officers, and significant stockholders or their immediate family members are participants

to determine whether such persons have a direct or indirect interest.

Our management, in consultation with our outside legal consultants,

determines based on specific fact and circumstances whether Seneca Biopharma or a related party has a direct or indirect interest

in these transactions.

In addition, our directors and executive officers are required to notify us of any potential related party

transactions and provide us with the information regarding such transactions.

If it is determined that a transaction is a related party transaction,

the Audit Committee must review the transaction and either approve or disapprove it.

In determining whether to approve or ratify

a transaction with a related party, the Audit Committee will take into account all of the relevant facts and circumstances available

to it, including, among any other factors it deems appropriate:

the benefits to us of the transaction;

3 unchanged sentences

whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

Any member of the Audit Committee who is

a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of

the transaction.

Any member of the Audit Committee who is a related party with respect

to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

Related Party Transactions

Summarized below are certain transactions

and business relationships between Seneca Biopharma and persons who are or were an executive officer, director or holder of more

than five percent of any class of our securities since January 1, 2018.

Information regarding disclosure of an

employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment

relationship or transaction is included in the Section of this Annual Report entitled “ Director Compensation ”

and “ Executive Compensation .”

Information regarding disclosure of compensation

to a director is included in the Section of this Annual Report entitled “ Director Compensation.

Information regarding the identification

of each independent director is included in the Section of this Annual Report entitled “ Directors, Executive Officers

and Corporate Governance .”

All of our officers and directors enter

into our standard indemnification agreement.

During the Board fiscal year of January 1, 2018 through December

31, 2018, we paid the following compensation to our non-employee board members:

An aggregate of $250,000 in cash;

An aggregate of 3,624 restricted stock awards valued at $164,178;

An aggregate of 6,307 common stock purchase options valued at $125,000;

An aggregate of 1,359 restricted stock units valued at $50,000.

Summarized below are certain transactions and business relationships

between Seneca Biopharma and persons who are or were an executive officer, director or holder of more than five percent of any

class of our securities since January 1, 2020.

Information regarding disclosure of an employment relationship or

transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction

is included in the Section of this Annual Report entitled “ Director Compensation ” and “ Executive Compensation .”

Information regarding disclosure of compensation to a director is

included in the Section of this Annual Report entitled “ Director Compensation.

Information regarding the identification of each independent director

is included in the Section of this Annual Report entitled “ Directors, Executive Officers and Corporate Governance .”

All of our officers and directors enter into our standard indemnification

During the Board fiscal year of January 1, 2020 through December 31, 2020, we paid the following

compensation to our non-employee board members:

aggregate of $243,925 in cash.

aggregate of 24,000 restricted stock units valued at $16,800.

On March 17, 2021, the Company terminated (i) Kenneth Carter, PhD, Seneca’s executive

chairman, (ii) Dane Saglio, Seneca’s chief financial officer, (iii) Matthew Kalnik, PhD, Senecas’s chief

operating officer and (iv) Seneca’s Senior Vice President of R&D (collectively, the “Employees”)

without cause.

In connection with the Employees’

terminations, the Company entered into separation agreements.

separation agreements contain mutual general releases of claims and acknowledge the amounts due to each Employee as a result

of their terminations without cause as provided for in each of their respective employment agreements.

As a result of their

termination, the Company will repurchase their outstanding common stock purchase options for an aggregate of $1,423,012.

a further description of the payments to be made to each terminated employee, please see the section in Item 11 of Part III

of this Annual Report on Form 10-K entitled “Merger Related Compensation Arrangements.”

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table summarizes the approximate

aggregate fees billed to us or expected to be billed to us by our independent auditors, Dixon Hughes Goodman LLP for our 2019 and

2018 fiscal years, respectively:

The following table summarizes the approximate aggregate fees billed

to us or expected to be billed to us by our independent auditors, Dixon Hughes Goodman LLP for our 2020 and 2019 fiscal years,

respectively:

Audit Related Fees

11 unchanged sentences

Financial Statements:

Incorporated by Reference

Amended and Restated Certificate

of Incorporation of Neuralstem, Inc.

EXHIBIT INDEX

Filed/ Furnished Herewith

Agreement and Plan of Merger, dated December 16, 2020, by and among Seneca Biopharma, Inc., Townsgate Acquisition Sub 1, Inc.

and Leading BioSciences, Inc.

Form of Support Agreement, by and between Seneca Biopharma, Inc.

and certain officers and directors of Seneca Biopharma, Inc.

Form of Support Agreement, by and between Seneca Biopharma, Inc.

and certain officers, directors and stockholders of Leading BioSciences, Inc.

Form of Company Lock-Up Agreement

Form of LBS Lock-Up Agreement

Form of CVR Agreement.

Amended and Restated Certificate of Incorporation of Neuralstem, Inc.

filed on 1/5/2017

Amended and Restated Certificate

of Incorporation of Neuralstem, Inc.

Amended and Restated Certificate of Incorporation of Neuralstem, Inc.

effective on 7/17/2019

Amendment to Amended and Restated

Certificate of Incorporation of Neuralstem, Inc.

Amendment to Amended and Restated Certificate of Incorporation of Neuralstem, Inc.

effective 10/28/19

Certificate of Designation of

Series A 4.5% Convertible Preferred Stock

Amended and Restated Bylaws of

Neuralstem, Inc.

Certificate of Validation of Certificate to the Amended and Restated Certificate of Incorporation of Seneca Biopharma, Inc.

Certificate of Designation of Series A 4.5% Convertible Preferred Stock

Amended and Restated Bylaws of Neuralstem, Inc.

adopted on 11/10/2015

Amended and Restated 2005 Stock

Plan adopted on 6/28/07

Non-qualified Stock Option Agreement

between Neuralstem, Inc.

and Richard Garr dated 7/28/05

Non-qualified Stock Option Agreement

between Neuralstem, Inc.

and Karl Johe dated 7/28/05

Amended and Restated 2005 Stock Plan adopted on 6/28/07

Neuralstem, Inc.

1 unchanged sentence

Form of Common Stock Purchase Warrant Issued to Karl Johe on 6/5/07

Form of Placement Agent Warrant Issued to Midtown Partners & Company on 12/18/08

Form of Consultant Common Stock Purchase Warrant issued on 1/5/09

Form of Series D, E and F Warrants

Form of Placement Agent Warrant

Form of Consultant Warrant Issued 1/8/10

Form of Replacement Warrant Issued 1/29/10

Form of Series C Replacement Warrant Issued March of 2010 and May, June and July of 2013 (Original Ex.

Price $2.13 and $1.25)

Form of employee and consultant option grant pursuant to our 2007 Stock Plan and 2010 Equity Compensation Plan

Form of Warrants dated 6/29/10

Amended Neuralstem 2010 Equity Compensation Plan adopted on June 22, 2017

Form of Consultant Warrant issued 10/1/09 and 10/1/10

Form of Restricted Stock Award Agreement pursuant to our 2007 Stock Plan and 2010 Equity Compensation Plan

Form of Restricted Stock Unit Agreement

Form of Common Stock Purchase Warrant issued pursuant to February 2012 registered offering

Form of Common Stock Purchase Warrant issued to Consultants in June of 2012 and March 19, 2013

Form of Underwriter Warrant issued to Aegis Capital Corp.

Form of Placement Agent Warrant issued to Aegis Capital Corp.

Form of Consulting Warrant issued January 2011 and March 2012

Form of Replacement Warrant issued January, February and May of 2013 (Original Ex.

Prices $3.17 and $2.14)

Form of Lender Warrant issued March 22, 2013

Form of Advisor Warrant issued March 22, 2013

Form of Warrant issued June of 2013 and July of 2014 to Legal Counsel

Form of Warrant issued in September 2013 in connection with Issuer’s registered direct offering

Form of Warrant issued to strategic advisor in August 2013

Form of Investor Warrant issued January 2014

Form of Lender Warrant Issued October 28, 2014

Inducement Stock Option Plan adopted 2/15/2016 and as amended on 12/12/2018, 9/13/2019, and 3/23/20

8 unchanged sentences

Consultant Warrant for Hibiscus BioVentures, LLC issued January 2019

Neuralstem 2019 Equity Incentive Plan

Seneca Biopharma 2019 Equity Incentive Plan

Form of Restricted Stock Unit from 2019 Equity Incentive Plan

6 unchanged sentences

Form of Placement Agent Warrant issued in January 2020 Offering

Employment Agreement with Thomas Hazel, Ph.D dated August 11, 2008

Employment Agreement with Richard Daly dated February 15, 2016

Form of Placement Agent Warrant issued in May 2020 Offering

Seneca Biopharma 2020 Equity Incentive Plan

Registration Rights Agreement, by and between Seneca Biopharma, Inc.

and the investor party thereto, dated December 16, 2020

Employment Agreement with Kenneth Carter dated December 12, 2018

Consulting Agreement dated January 2010 between Market Development Consulting Group and the Company and amendments No.

Renewal of Dr.

Tom Hazel Employment Agreement dated 7/25/12

Loan and Security Agreement dated March 2013

Intellectual Property and Security Agreement dated March 2013

At the Market Offering Agreement entered into on October 25, 2013

Form of Second Amendment to Loan and Security Agreement dated March of 2013 that was entered into on October 28, 2014

Offer Letter Between Neuralstem, Inc.

and Jonathan Lloyd Jones

General Release and Waiver of Claims with I.

Richard Garr dated 3/2/2016

Form of Securities Purchase Agreement from May 2016 Private Offering

Amendment to General Release and Waiver of claims with I.

Richard Garr dated 6/6/16

Form of Securities Purchase Agreement between Issuer and Tianjin Pharmaceuticals Holdings, Ltd.

Form of Securities Purchase Agreement between Issuer and Jonathan Lloyd Jones

Form of Securities Purchase Agreement between Issuer and Richard Daly

Form of Securities Purchase Agreement between Neuralstem and Tianjin Pharmaceuticals Holdings, Ltd.

Form of Letter Agreement for Warrant Exercises on March 20, 2017 and March 30, 2017

Form of Separation Agreement and Release with Jonathan Lloyd Jones dated April 30, 2017

Form of Securities Purchase Agreement with Investors from October 2018 Offering

7 unchanged sentences

Amendment to Employment Agreement with Kenneth Carter effective April 1, 2020

Employment Agreement with Dane Saglio

Employment Agreement with Matthew Kalnik, PhD

Form of Securities Purchase Agreement with Investors from May 2020 Offering

Securities Purchase Agreement, by and between Leading BioSciences, Inc.

and the investor party thereto, dated December 16, 2020

Securities Purchase Agreement, by and among Seneca Biopharma, Inc., Leading BioSciences, Inc.

and the investor party thereto, dated December 16, 2020

Form of Leak-Out Agreement, by and between Seneca Biopharma, Inc.

and the investor party thereto

Form of Separation Agreement with Seneca Executives

Code of Ethics and Conduct

Financial Code of Professional Conduct

Subsidiaries of Registration

Consent of Dixon Hughes Goodman LLP

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Subsidiaries of Registrant

Consent of Dixon Hughes Goodman LLP, independent registered public accounting firm to Seneca Biopharma, Inc.

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

* Filed herein

** Management contracts or compensation plans or arrangements

in which directors or executive officers are eligible to participate.

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

FORM 10-K SUMMARY

In accordance with Section 13 or 15(d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

NEURALSTEM, INC

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the

Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SENECA BIOPHARMA, INC

March 22, 2021

/S/Kenneth Carter

Kenneth Carter, PhD

Executive Chairman

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the following capacities

and on the dates indicated.

/S/ Dane Saglio

Principal Executive and Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has

been signed below by the following persons on behalf of the Registrant and in the following capacities and on the dates indicated.

/s/Kenneth Carter

Kenneth Carter

Executive Chairman (Principal Executive Officer and Financial Officer)

Director (Chairman)

March 22, 2021

/s/Dane Saglio

Principal Executive and Principal Financial Officer

March 22, 2021

/s/ Cristina Csimma

Cristina Csimma

March 22, 2021

/s/ Mary Ann Gray

Mary Ann Gray

March 22, 2021

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures