Shares, Unregistered Pre-Funded Warrants and Unregistered Common Warrants by the Company in the Private Placement will not be registered under the
Securities Act or any state securities laws and the Unregistered Shares, Unregistered Pre-Funded Warrants and Unregistered Common Warrants may not be offered or sold in the United States absent registration
with the SEC or an applicable exemption from the registration requirements. The sale of such securities will not involve a public offering and will be made without general solicitation or general advertising. In the PIPE Securities Purchase
Agreement, Armistice represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and it is acquiring the Unregistered Shares, Unregistered
Pre-Funded Warrants and Unregistered Common Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Unregistered Shares, Unregistered Pre-Funded Warrants and Unregistered Common Warrants in violation of the United States federal securities laws.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 21, 2020, Steven J. Boyd and Keith Maher, M.D. were elected to the
Board as Class III directors, each with a term expiring at the 2022 annual meeting of stockholders, effective upon the closing of the Private Placement. At this time, it is not contemplated that Mr. Boyd or Dr. Maher will be
appointed to serve on any committees of the Board.
Mr. Boyd, age 39, has served since 2012 as the chief investment officer of Armistice Capital,
LLC, a long-short equity hedge fund focused on the health care and consumer sectors. From 2005 to 2012, Mr. Boyd was a research analyst at Senator Investment Group, York Capital and SAB Capital Management, where he focused on health care.
Mr. Boyd began his career as an analyst at McKinsey & Company. Mr. Boyd currently serves as a member of the boards of directors of Aytu BioScience, Inc., Cerecor Inc., EyeGate Pharmaceuticals, Inc. and Vaxart, Inc. Mr. Boyd
received a B.S. in economics and a B.A. in political science from The Wharton School of the University of Pennsylvania.
Dr. Maher, age 51, has
served as a managing director at Armistice Capital, LLC since 2019. From 2007 to 2018, Dr. Maher held senior roles at Schroder Investment Management, Omega Advisors and Gracie Capital. Dr. Maher joined Gracie from Valesco Healthcare
Partners, a global healthcare fund he founded in partnership with Paramount Bio Capital. Prior to starting Valesco, Dr. Maher was a managing director at Weiss, Peck & Greer (WPG) Investments. He joined WPG from Lehman Brothers, where
he worked as an equity research analyst covering medical device and technology companies. Dr. Maher currently serves on the boards of directors of EyeGate Pharmaceuticals, Inc. and Vaxart, Inc. Dr. Maher received a B.A. in biology from
Boston University, an M.B.A. from Northwestern Universitys Kellogg Graduate School of Management and an M.D. from Albany Medical College. Dr. Maher completed his clinical training at the Mount Sinai Medical Center in the Department of
Mr. Boyd and Dr. Maher were each appointed to the Board pursuant to the terms of the PIPE Securities Purchase Agreement.
Mr. Boyd and Dr. Maher each have no family relationships with any director, executive officer or any person nominated or chosen by the Company to
become a director or executive officer.
In addition, Mr. Boyd and Dr. Maher will each enter into an indemnification agreement (the
Indemnification Agreement) with the Company. The Indemnification Agreement will be substantially identical to the form of indemnification agreement that the Company has entered into with its other directors and provides that the Company
will indemnify each of Mr. Boyd and Dr. Maher to the fullest extent permitted by law for claims arising in his capacity as a director, provided that he acted in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interest of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. The Indemnification Agreement will provide that in the event that the Company does not
assume the defense of a claim against Mr. Boyd or Dr. Maher, the Company is required to advance his expenses in connection with his defense, provided that he undertakes to repay all amounts advanced if it is ultimately determined that he
is not entitled to be indemnified by the Company.