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ANNEX A: FORM OF SUBSCRIPTION AGREEMENT | | | | | A-1 | | |
ANNEX B: FORM OF PRE-FUNDED WARRANT | | | | | B-1 | | |
| | | | C-1 | | |
Proposal
|
| |
Board
Recommendation |
| |
Vote Required
|
| |
Broker
Discretionary Voting Allowed? |
|
Proposal 1: Approval of the Private Placement Proposal | | |
FOR
|
| |
Majority of shares present in person or represented by proxy and voting on the resolution
|
| |
No
|
|
Proposal 2: Approval of the Equity Compensation Proposal | | |
FOR
|
| |
Majority of shares present in person or represented by proxy and voting on the resolution
|
| |
No
|
|
Proposal 3: Approval of the EIP Amendment Proposal | | |
FOR
|
| |
Majority of shares present in person or represented by proxy and voting on the resolution
|
| |
No
|
|
Proposal 4: Approval of the Adjournment Proposal | | |
FOR
|
| |
Majority of shares present in person or represented by proxy and voting on the resolution
|
| |
No
|
|
Name and Position(1)
|
| |
Number of
RSUs(2) |
| |
Number of
Options |
| ||||||
Someit Sidhu, Chief Executive Officer and Director
|
| | | | — | | | | | | 1,950,000 | | |
Verender Badial, Chief Financial Officer
|
| | | | — | | | | | | 575,000 | | |
Kim Davis, Chief Legal Officer and Secretary
|
| | | | 492,381 | | | | | | — | | |
All executive officers as a group (6 individuals)(3)
|
| | | | 768,836 | | | | | | 2,620,329 | | |
All directors who are not executive officers as a group (6 individuals)
|
| | | | — | | | | | | 544,501(4) | | |
All employees who are not executive officers as a group (2 individuals)(5)
|
| | | | 129,182 | | | | | | 59,594 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Share
Awards ($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
Compensation ($) |
| ||||||||||||||||||||||||
Oliver Levy
Director and Chief Financial Officer(2) |
| | | | 2022 | | | | | | 245,520(3) | | | | | | — | | | | | | — | | | | | | 266,013(4) | | | | | | — | | | | | | 225,092(5) | | | | | | 736,625 | | |
David Brady
Head of Business Development |
| | | | 2022 | | | | | | 125,051(6) | | | | | | — | | | | | | — | | | | | | 28,846(7) | | | | | | — | | | | | | — | | | | | | 153,897 | | |
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Share
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
Total
($) |
| ||||||||||||
Sandeep Kulkarni
|
| | | | — | | | | | | — | | | | | | 203,783(2) | | | | | | 203,783 | | |
Amit Munshi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Parvinder Thiara(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Outstanding
Share Awards (#) |
| |
Outstanding
Option Awards (#) |
| ||||||
Sandeep Kulkarni
|
| | | | — | | | | | | 3,200 | | |
Amit Munshi
|
| | | | — | | | | | | — | | |
Name of Beneficial Owner
|
| |
Number of Shares
|
| |
Percentage of Shares
|
| ||||||
5% and Greater Shareholders: | | | | | | | | | | | | | |
Athanor Capital, L.P.(1)
|
| | | | 9,281,633 | | | | | | 27.1% | | |
JATT Ventures, L.P.(2)
|
| | | | 2,888,904 | | | | | | 8.6% | | |
Hana Immunotherapeutics LLC(3)
|
| | | | 5,404,274 | | | | | | 17.0% | | |
Ewon Comfortech Co., Ltd.(4)
|
| | | | 3,653,466 | | | | | | 10.9% | | |
Pfizer Inc.(5)
|
| | | | 2,970,022 | | | | | | 9.3% | | |
Willow Gate LLC(6)
|
| | | | 2,677,623 | | | | | | 8.4% | | |
Stone Peach Properties LLC(7)
|
| | | | 2,701,543 | | | | | | 8.5% | | |
Executive Officers and Directors: | | | | | | | | | | | | | |
Someit Sidhu(2)
|
| | | | 5,226,534 | | | | | | 15.6% | | |
Verender Badial(8)
|
| | | | — | | | | | | * | | |
Chris Cabell(9)
|
| | | | — | | | | | | * | | |
Kim Davis(10)
|
| | | | — | | | | | | * | | |
Gary Whale(11)
|
| | | | — | | | | | | * | | |
Michael Howell(12)
|
| | | | — | | | | | | * | | |
Amit Munshi(13)
|
| | | | — | | | | | | * | | |
Sandeep Kulkarni(14)
|
| | | | 94,681 | | | | | | * | | |
Garry Neil(15)
|
| | | | — | | | | | | * | | |
Steve Schoch(16)
|
| | | | — | | | | | | * | | |
Jennifer Jarrett(17)
|
| | | | — | | | | | | * | | |
Neil Graham(18)
|
| | | | — | | | | | | * | | |
All current executive officers and directors as a group (12 individuals)
|
| | | | 5,321,215 | | | | | | 15.8% | | |
| | | | By Order of the Board of Directors | |
| | | |
/s/ Someit Sidhu
Someit Sidhu
Chief Executive Officer |
|
| May 19, 2023 | | |
|
Net Number =
|
| | (A x B) – (A x C) | |
| | | |
B
|
|