ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
|
|
(State or other jurisdiction of incorporation) |
|
(I.R.S. Employer Identification No.)
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|
|
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(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
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||
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|
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Large accelerated filer
|
☐
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|
☒ |
Non-accelerated filer
|
☐ |
Smaller reporting company
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Emerging growth company
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Item 10.
|
5
|
|
Item 11.
|
13
|
|
Item 12.
|
35
|
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Item 13.
|
37
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Item 14.
|
38
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Item 15.
|
39
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|
42
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Class
|
Term Expiry
|
Robert F. Apple
|
56
|
III
|
2022 Annual Meeting of Stockholders
|
Karen L. Smith, M.D., Ph.D.
|
54
|
III
|
2022 Annual Meeting of Stockholders
|
Thomas J. Garrity.
|
73
|
III
|
2022 Annual Meeting of Stockholders
|
Leonard S. Jacob, M.D., Ph.D.
|
72
|
I
|
2023 Annual Meeting of Stockholders
|
Peter S. Greenleaf
|
51
|
I
|
2023 Annual Meeting of Stockholders
|
Anton G. Gueth
|
65
|
II
|
2024 Annual Meeting of Stockholders
|
Robert P. Roche, Jr.
|
66
|
II
|
2024 Annual Meeting of Stockholders
|
Carmen B. Volkart
|
61
|
II
|
2024 Annual Meeting of Stockholders
|
Name
|
Age
|
Position
|
||
Robert F. Apple
|
56
|
President and Chief Executive Officer
|
||
Fred M. Powell
|
61
|
Executive Vice President, Chief Financial Officer
|
||
Peter J. Graham
|
55
|
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
||
Peter C. Richardson
|
62
|
Executive Vice President, Research and Development and Chief Medical Officer
|
||
● |
to advise the Board of Directors regarding the membership and operations of the Board of Directors;
|
● |
to identify individuals qualified to serve as members of the Board of Directors, to select, subject to ratification by the Board of Directors, the director nominees for the next annual meeting of stockholders, and to recommend to the
Board of Directors individuals to fill vacancies on the Board of Directors;
|
● |
to recommend to the Board of Directors the responsibilities of each Committee of the Board of Directors, the structure and operation of each Committee of the Board of Directors, and the director nominees for assignment to each
Committee of the Board of Directors;
|
● |
to oversee the Board of Director’s annual evaluation of its performance and the performance of other Committees of the Board of Directors; and
|
● |
to develop and recommend to the Board of Directors a set of corporate governance guidelines applicable to the Company and to periodically review the guidelines.
|
ITEM 11. |
EXECUTIVE COMPENSATION
|
• |
Reported record annual revenue of $184.0 million for the year ended December 31, 2021, which represented a 23% increase over the prior year.
|
• |
Reported record annual revenue for our proprietary products, XYOSTED®, OTREXUP® and NOCDURNA®, of approximately $80.0 million.
|
• |
Achieved a 34% annual growth rate in XYOSTED® revenue for 2021 compared to 2020 and a 45% annual growth rate in XYOSTED® prescriptions for 2021 compared to 2020 according to IQVIA.
|
• |
Reported net income of $46.3 million including the after-tax gain on sale of OTREXUP® of $28.6 million.
|
• |
Generated operating cash of $36.6 million, which represented a 72% increase over the prior year.
|
● |
compensation should be based on an individual’s level of responsibility, individual performance and Company performance. As employees progress to more senior positions, their compensation should be increasingly linked to Company
performance because they have increased ability to affect our results;
|
● |
target compensation should reflect the value of the position in the marketplace. To attract and retain skilled and experienced executives in the highly competitive and dynamic pharmaceutical, medical device and biotech industries, we
must offer a competitive compensation package;
|
● |
compensation should be variable, and our programs are designed to pay for performance. We reward outstanding Company performance with above target compensation and provide less than target compensation when Company objectives are not
achieved;
|
● |
compensation programs should align the interests of our executive officers with those of our stockholders by evaluating and rewarding our executives’ performance based on key financial and non-financial measurements that we believe
are critical to our success and increasing stockholder value;
|
● |
compensation programs should motivate executives to manage our business to meet our short- and long-term objectives, by rewarding them for meeting these objectives; and
|
● |
compensation programs should prioritize executive engagement, which is a critical factor to achieving our desired results.
|
● |
CEO: 16% base salary and 84% in variable compensation, with the majority in long-term incentives; and
|
● |
Other named executive officers (average): 30% base salary and 70% in variable compensation, with the majority in long-term incentives.
|
● |
Worked with Pearl Meyer, the Compensation Committee’s independent compensation consultant, to update the Company’s compensation study of our executive compensation as compared to the executive compensation of the companies in our
updated peer group.
|
● |
Awarded modest salary increases, as discussed in more detail below under the section entitled “Base Salaries.”
|
● |
Awarded annual cash incentive awards, as discussed in more detail below under the section entitled “Annual Incentive Awards.”
|
● |
Awarded long-term incentive awards pursuant to the Company’s 2021 long-term incentive program, as discussed in more detail below under the section entitled “Long-Term Incentives – Equity Compensation.”
|
• Amphastar Pharmaceuticals, Inc.
|
• Enanta Pharmaceuticals, Inc.
|
• ANI Pharmaceuticals, Inc.
|
• Heron Therapeutics, Inc.
|
• Anika Therapeutics, Inc.
|
• Intersect ENT, Inc.
|
• BioDelivery Sciences International, Inc.
|
• Omeros Corporation
|
• Cerus Corporation
|
• Osmotica Pharmaceuticals plc
|
• Clovis Oncology, Inc.
|
• Radius Health, Inc.
|
• CytomX Therapeutics, Inc.
|
• Travere Therapeutics, Inc
|
• Eagle Pharmaceuticals, Inc.
|
• Vanda Pharmaceuticals Inc.
|
● |
we allocate our compensation among base salary and short and long-term incentive compensation target opportunities in such a way as to not encourage excessive risk-taking;
|
● |
we apply Company-wide metrics to encourage decision making that is in the best long-term interests of the Company and our stockholders;
|
● |
we use a mix of equity award instruments under our long-term incentive program, including both stock options and full value awards; and
|
● |
our equity awards vest over multiyear periods and/or vest based on performance.
|
Name
|
Base Salary for 2019 ($)
|
Base Salary after Increase in
February 2020
(effective 1/1/20) ($)
|
Base Salary for 2021
(after increase in
February 2021) (effective 1/1/21)
($)
|
Base Salary for 2022 (after
increase in February 2022)
(effective 1/1/22) ($)
|
||||||||||||
Robert F. Apple
|
572,000
|
592,020
|
609,781
|
634,172
|
||||||||||||
Fred M. Powell
|
380,000
|
406,600
|
420,018
|
438,919
|
||||||||||||
Peter J. Graham
|
395,000
|
408,825
|
421,090
|
437,934
|
||||||||||||
Peter C. Richardson
|
-
|
-
|
400,000
|
(1)
|
410,560
|
(2)
|
Goal
|
Weighting
|
Results
|
Payout
|
2021 GAAP Revenue
|
40%
|
Reported record revenue of $184 million for the full year which represented a 23% increase over the prior year
|
41.6%
|
2021 Proprietary Product Revenue
|
10%
|
Reported proprietary product (revenue of $80 million for the full year which represented a 27% increase over the prior year)
|
7.7%
|
2021 Adjusted EBITDA
|
10%
|
Reported record EBITDA of $69.8 million for the full year
|
15%
|
Goal
|
Weighting
|
Results
|
Payout
|
New Product Opportunity
|
20%
|
Successfully completed TLANDO® in-license transaction and sale of OTREXUP® to Assertio Holdings
|
20%
|
Research & Development
|
20%
|
Successfully achieved two designated development milestones
|
14%
|
Total
|
100%
|
98.3%
|
NEO
|
Metrics
|
Payout %
|
Payout $
|
Robert F. Apple
|
• Evaluating and implementing human capital and organizational structure, overseeing implementation of
key department and overall organizational assessment
• Leading organization to convey strategic vision to increase revenue and overall value
|
100%
|
$85,369
|
Fred M. Powell
|
• Overseeing and coordinating the finance activities related to a financing
• Overseeing and managing the Company’s crisis management efforts
• Completing a reorganization of the finance leadership team
• Overseeing ERP implementation to ensure the Company hits key milestones
|
90%
|
$37,802
|
Peter J. Graham
|
• Overseeing, managing and leading the organization during the COVID pandemic and ensuring an adequate
crisis communication plan is in place
• Overseeing and coordinating the legal activities related to a financing
• Reviewing and updating the Company’s corporate compliance initiatives
• Create a high performing and engaged senior leadership team, including coordinating with HR to
conduct a development and training session for senior leadership and the recruiting a senior human resources executive
|
96%
|
$40,425
|
NEO
|
Metrics
|
Payout %
|
Payout $
|
Peter C. Richardson
|
• Developing process for enhancing the Company’s research and development abilities and pipeline
• Enhancing medical affairs capabilities to support in-market products
• Evaluating medical affairs, formulation development and project management processes and expertise
and propose organizational design to support effective deployment of existing resources
• Reviewing existing scientific communications for in market products to identify opportunity for
additional data generation and analysis
• Supporting business development and licensing opportunities
|
92%
|
$25,205
|
Name
|
2021 Target
Annual Incentive
Award ($)
|
2021 Actual Annual Incentive
Payout ($)
|
Percentage of 2021 Target
Annual Incentive Award
Actually Paid (%)
|
||||||
Robert F. Apple
|
426,847
|
421,042
|
99
|
||||||
Fred M. Powell
|
210,009
|
202,953
|
97
|
||||||
Peter J. Graham
|
210,545
|
205,997
|
98
|
||||||
Peter C. Richardson(1)
|
136,986
|
129,387
|
94
|
Name
|
2021 Target Long-term
Incentive Award ($)
|
Target Value in PSUs
(20%) ($)
|
Target Value in RSUs
(40%) ($)
|
Target Value in Stock
Options (40%) ($)
|
||||||||
Robert F. Apple
|
2,750,000
|
550,000
|
1,100,000
|
1,100,000
|
||||||||
Fred M. Powell
|
950,000
|
190,000
|
380,000
|
380,000
|
||||||||
Peter J. Graham
|
950,000
|
190,000
|
380,000
|
380,000
|
||||||||
Peter C. Richardson
|
400,000
|
80,000
|
160,000
|
160,000
|
○ |
50% payout if relative TSR is equal to or greater than 50th, but less than the 65th percentile of the index
|
○ |
100% payout if relative TSR is equal to or greater than 65th, but less than the 80th percentile of the index
|
○ |
150% payout if relative TSR is equal to or greater than the 80th percentile of the index
|
Named Executive Officer
|
Minimum Number of
Actual Shares That May
Be Earned
|
Target Number of
Shares that May Be
Earned
|
Maximum Number of
Actual Shares That May
Be Earned
|
|||
Robert F. Apple
|
49,550
|
99,099
|
148,649
|
|||
Fred M. Powell
|
17,117
|
34,234
|
51,351
|
|||
Peter J. Graham
|
17,117
|
34,234
|
51,351
|
|||
Peter C. Richardson
|
7,207
|
14,414
|
21,622
|
Named Executive
Officer
|
Number of Restricted
Stock Units
|
Number of Stock Options
|
||
Robert F. Apple
|
248,869
|
474,629
|
||
Fred M. Powell
|
85,973
|
163,963
|
||
Peter J. Graham
|
85,973
|
163,963
|
||
Peter C. Richardson
|
36,199
|
69,037
|
Name and Principal
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards($)(2)
|
Option
Awards($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
All Other
Compensation
($)(5)
|
Total ($)
|
|||||||||||||||
Robert F. Apple
|
2021
|
609,781
|
-
|
1,650,000(6)
|
1,100,000
|
421,042
|
14,783
|
3,795,606
|
|||||||||||||||
President,
|
2020
|
592,020
|
-
|
1,650,000(6)
|
1,100,000
|
396,843
|
14,783
|
3,753,646
|
|||||||||||||||
Chief Executive Officer
|
2019
|
572,000
|
-
|
1,651,248(7)
|
850,300
|
427,124
|
14,283
|
3,514,955
|
|||||||||||||||
Fred M. Powell
|
2021
|
420,018
|
-
|
570,000(8)
|
380,000
|
202,953
|
14,783
|
1,587,754
|
|||||||||||||||
Executive Vice President,
|
2020
|
406,600
|
-
|
540,000(9)
|
360,000
|
215,010
|
14,783
|
1,536,393
|
|||||||||||||||
Chief Financial Officer
|
2019
|
380,000
|
-
|
528,403(10)
|
272,096
|
196,445
|
14,283
|
1,391,227
|
|||||||||||||||
Peter J. Graham
|
2021
|
421,090
|
-
|
570,000(8)
|
380,000
|
205,997
|
12,310
|
1,589,397
|
|||||||||||||||
Executive Vice President,
|
2020
|
408,825
|
-
|
540,000(9)
|
360,000
|
213,652
|
12,004
|
1,534,481
|
|||||||||||||||
General Counsel, Chief Compliance Officer, Human Resources and Corporate Secretary
|
2019
|
395,000
|
-
|
495,374(11)
|
255,090
|
204,199
|
14,283
|
1,363,946
|
|||||||||||||||
Peter C. Richardson (1)
|
2021
|
274,360
|
-
|
240,000(12)
|
285,000
|
129,387
|
7,189
|
935,936
|
|||||||||||||||
Executive Vice President,
|
|||||||||||||||||||||||
Chief Medical Officer
|
(1) |
Peter C. Richardson joined the company as Executive Vice President, Chief Medical Officer on April 26, 2021.
|
(2) |
This column shows the aggregate grant date fair value, computed in accordance with Statement of Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”) for all restricted stock unit and performance-based restricted stock unit awards granted under the Plan in fiscal year 2021, 2020 and 2019. The
grant date fair values of the performance-based restricted stock unit awards were determined based on the probable (i.e., the target) number of shares that could be awarded to each named executive officer. The assumptions used in
determining the amounts in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The following table shows the aggregate grant
date fair value of the performance-based restricted stock unit awards granted in 2021 assuming that the highest level of performance is achieved:
|
Name
|
Number of Shares
Assuming
Maximum
Performance (#)
|
Grant Date
Fair Value
Assuming
Maximum
Performance ($)
|
||||||
Robert F. Apple
|
148,649
|
825,000
|
||||||
Peter J. Graham
|
51,351
|
285,000
|
||||||
Fred M. Powell
|
51,351
|
285,000
|
||||||
Peter C. Richardson
|
21,622
|
120,000
|
(3) |
The amounts shown for option awards relate to option awards granted under the Plan. These amounts are equal to the aggregate grant date fair value of the awards, computed in accordance with FASB ASC 718. The assumptions used in
determining the amounts in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. For information regarding the number of shares
subject to 2021 awards, other features of those awards, and the grant date fair value of the awards, see the Grants of Plan-Based Awards Table.
|
(4) |
The amounts shown represent performance-based incentive compensation earned and paid in cash.
|
(5) |
The amounts in this column include Company matching contributions under the Company’s 401(k) plan, term life and disability insurance premiums.
|
Name
|
401(k) Plan
Company
Match ($)
|
Life
Insurance
Premiums ($)
|
Disability
Insurance
Premiums ($)
|
|||||||||
Robert F. Apple
|
13,000
|
768
|
1,015
|
|||||||||
Fred M. Powell
|
13,000
|
768
|
1,015
|
|||||||||
Peter J. Graham
|
10,527
|
768
|
1,015
|
|||||||||
Peter C. Richardson
|
6,000
|
512
|
677
|
Name
|
401(k) Plan
Company
Match ($)
|
Life
Insurance
Premiums ($)
|
Disability
Insurance
Premiums ($)
|
|||||||||
Robert F. Apple
|
13,000
|
768
|
1,015
|
|||||||||
Fred M. Powell
|
13,000
|
768
|
1,015
|
|||||||||
Peter J. Graham
|
10,221
|
768
|
1,015
|
Name
|
401(k) Plan
Company
Match ($)
|
Life
Insurance
Premiums ($)
|
Disability
Insurance
Premiums ($)
|
|||||||||
Robert F. Apple
|
12,500
|
768
|
1,015
|
|||||||||
Fred M. Powell
|
12,500
|
768
|
1,015
|
|||||||||
Peter J. Graham
|
12,500
|
768
|
1,015
|
(6) |
Represents the aggregate grant date fair value of $550,000 for performance-based restricted stock unit awards and $1,100,000 for restricted stock unit awards.
|
(7) |
Represents the aggregate grant date fair value of $826,249 for performance-based restricted stock unit awards and $824,999 for restricted stock unit awards.
|
(8) |
Represents the aggregate grant date fair value of $190,000 for performance-based restricted stock unit awards and $380,000 for restricted stock unit awards.
|
(9) |
Represents the aggregate grant date fair value of $180,000 for performance-based restricted stock unit awards and $360,000 for restricted stock unit awards.
|
(10) |
Represents the aggregate grant date fair value of $264,403 for performance-based restricted stock unit awards and $264,000 for restricted stock unit awards.
|
(11) |
Represents the aggregate grant date fair value of $247,875 for performance-based restricted stock unit awards and $247,499 for restricted stock unit awards.
|
(12) |
Represents the aggregate grant date fair value of $80,000 for performance-based restricted stock unit awards and $160,000 for restricted stock unit awards.
|
Estimated
Future
Payouts
Under
Non-Equity
Incentive
Plan Awards
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#) (3)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (4)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value of
Stock and
Option
Awards $(5)
|
|||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Target
($)(1)
|
Threshold
(#)(2)
|
Target
(#)(2)
|
Maximum
(#)(2)
|
|||||||||||||||||||||||||||||||
Robert F. Apple
|
6/10/21
|
-
|
-
|
-
|
-
|
-
|
474,629
|
4.42
|
1,100,000
|
|||||||||||||||||||||||||||
6/10/21
|
-
|
-
|
-
|
-
|
248,869
|
-
|
-
|
1,100,000
|
||||||||||||||||||||||||||||
6/10/21
|
-
|
49,550
|
99,099
|
148,649
|
-
|
-
|
-
|
550,000
|
||||||||||||||||||||||||||||
-
|
426,847
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Fred M. Powell
|
6/10/21
|
-
|
-
|
-
|
-
|
-
|
163,963
|
4.42
|
380,000
|
|||||||||||||||||||||||||||
6/10/21
|
-
|
-
|
-
|
-
|
85,973
|
-
|
-
|
380,000
|
||||||||||||||||||||||||||||
6/10/21
|
-
|
17,117
|
34,234
|
51,351
|
-
|
-
|
-
|
190,000
|
||||||||||||||||||||||||||||
-
|
210,009
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Peter J. Graham
|
6/10/21
|
-
|
-
|
-
|
-
|
-
|
163,963
|
4.42
|
380,000
|
|||||||||||||||||||||||||||
6/10/21
|
-
|
-
|
-
|
-
|
85,973
|
-
|
-
|
380,000
|
||||||||||||||||||||||||||||
6/10/21
|
-
|
17,117
|
34,234
|
51,351
|
-
|
-
|
-
|
190,000
|
||||||||||||||||||||||||||||
-
|
210,545
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Peter C. Richardson
|
4/26/21
|
-
|
-
|
-
|
-
|
-
|
59,179
|
4.01
|
125,000
|
|||||||||||||||||||||||||||
6/10/21
|
-
|
-
|
-
|
-
|
-
|
69,037
|
4.42
|
160,000
|
||||||||||||||||||||||||||||
6/10/21
|
-
|
-
|
-
|
-
|
36,199
|
-
|
-
|
160,000
|
||||||||||||||||||||||||||||
6/10/21
|
-
|
7,207
|
14,414
|
21,622
|
-
|
-
|
-
|
80,000
|
||||||||||||||||||||||||||||
-
|
136,986
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1) |
The amounts reflected are the 2021 annual incentive awards for each named executive officer assuming target level performance.
|
(2) |
Represent performance stock unit awards made to the executive officers which may be earned, vested and converted into actual shares of the Company’s common stock based on the Company’s attainment of a performance goal over the
three-year period beginning January 1, 2021 and ending December 31, 2023, and the executive officer’s continued employment with the Company through that period. The actual number of shares of the Company’s common stock into which the
performance stock units may convert will be calculated by multiplying the number of performance stock units by a performance percentage ranging from 0% to 150% based on the attained level of Company performance measured in terms of the
Company’s three-year total stockholder return as compared to the companies in the NASDAQ Biotechnology Index over the same period. The performance criterion has levels of achievement designated as threshold, target and maximum with 50%
of the performance stock units earned if the threshold level is achieved; 100% of the performance stock units earned if the target level is achieved and 150% of the performance stock units earned if the maximum level is achieved. The
actual number of performance stock units earned and vested will be based on the actual performance level achieved. In the event that the actual performance level achieved does not meet threshold performance (i.e., less than 50%) for an
applicable performance measure, then no performance stock units will be earned and vested for that performance measure.
|
(3) |
The stock unit awards were granted under the Plan. The stock unit awards vest over three years, vesting as to 33.33% of the units annually following the date of grant.
|
(4) |
The option awards were granted under the Plan. Option awards generally vest over three years, becoming exercisable as to 33.33% of the underlying shares annually following the date of grant. Option awards generally become fully
exercisable in the event of the grantee’s death, or termination of employment in connection with a change of control.
|
(5) |
The grant date fair value is computed in accordance with FASB ASC 718.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||
Name
|
Grant
Date*
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units of
Stock
That
Have
Not
Vested
($)(2)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(2)
|
|||||||||||||||||||||
Robert F. Apple
|
7/6/12
|
21,658
|
-
|
4.26
|
7/5/22
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
5/29/14
|
56,300
|
-
|
3.09
|
5/28/24
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
5/28/15
|
288,786
|
-
|
2.18
|
5/28/25
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
|
6/2/16 |
773,700
|
-
|
1.12
|
6/2/26
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
6/7/17 |
725,751
|
-
|
2.66
|
6/7/27
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
6/8/18 |
591,510
|
-
|
2.70
|
6/8/28
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
6/13/19
|
378,282
|
189,141
|
2.92
|
6/13/29
|
94,178
|
336,215
|
275,600
|
983,892
|
||||||||||||||||||||||
6/11/20 |
258,872
|
517,745
|
2.73
|
6/11/30
|
268,620
|
958,973
|
275,000
|
981,750
|
||||||||||||||||||||||
|
6/10/21 |
-
|
474,629
|
4.42
|
6/10/31
|
248,869
|
888,462
|
99,099
|
353,783
|
|||||||||||||||||||||
Fred M. Powell
|
10/31/16
|
150,000
|
-
|
1.76
|
10/31/26
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
6/7/17 |
217,725
|
-
|
2.66
|
6/7/27
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
6/8/18 |
177,453
|
-
|
2.70
|
6/8/28
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
6/13/19 |
121,050
|
60,525
|
2.92
|
6/13/29
|
30,137
|
107,589
|
88,193
|
314,849
|
||||||||||||||||||||||
6/11/20 |
84,721
|
169,444
|
2.73
|
6/11/30
|
87,912
|
313,846
|
90,000
|
321,300
|
||||||||||||||||||||||
6/10/21
|
-
|
163,963
|
4.42
|
6/10/31
|
85,973
|
306,924
|
34,234
|
122,215
|
||||||||||||||||||||||
Peter J. Graham
|
7/14/15
|
125,000
|
-
|
2.29
|
7/14/25
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
6/2/16 |
212,900
|
-
|
1.12
|
6/2/26
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
6/7/17 |
217,725
|
-
|
2.66
|
6/7/27
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
|
6/8/18
|
177,453
|
-
|
2.70
|
6/8/28
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
6/13/19 |
113,484
|
56,743
|
2.92
|
6/13/29
|
28,254
|
100,867
|
82,680
|
295,168
|
||||||||||||||||||||||
6/11/20 |
84,721
|
169,444
|
2.73
|
6/11/30
|
87,912
|
313,846
|
90,000
|
321,300
|
||||||||||||||||||||||
6/10/21 |
-
|
163,963
|
4.42
|
6/10/31
|
85,973
|
306,924
|
34,234
|
122,215
|
||||||||||||||||||||||
Peter C. Richardson
|
4/26/21
|
-
|
59,179
|
4.01
|
4/26/31
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
6/10/21
|
-
|
69,037
|
4.42
|
6/10/31
|
36,199
|
129,230
|
14,414
|
51,458
|
* |
For better understanding of this table, we have included an additional column showing the grant date of the stock options and stock awards.
|
(1) |
Option awards generally vest in annual or quarterly installments over a three-year period from the date of grant.
|
(2) |
The dollar values are based on the closing price of our Common Stock on December 31, 2021, which was $3.57.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
Acquired
on
Exercise
|
Value Realized
on Exercise ($)
|
Number of
Shares
Acquired
on Vesting (1)
|
Value Realized on
Vesting ($)(2)
|
||||||||||||
Robert F. Apple
|
345,500
|
1,195,915
|
750,980
|
3,418,394
|
||||||||||||
Fred M. Powell
|
-
|
-
|
230,842
|
1,050,207
|
||||||||||||
Peter J. Graham
|
45,000
|
167,850
|
228,958
|
1,041,823
|
||||||||||||
Peter C. Richardson
|
-
|
-
|
-
|
-
|
(1) |
Represents stock units that vested based on their normal vesting schedule and the vesting of performance stock unit awards based on achievement of specific performance goals and completing the requisite service period. A portion of
the shares acquired on vesting were used to cover withholding taxes on the value of the shares that vested, reducing the number of shares actually issued to 424,905 for Mr. Apple, 133,863 for Mr. Powell, and 109,098 shares for Mr.
Graham.
|
(2) |
Represents the value of the shares of stock that vested in 2021 using the market value of the shares on the applicable vesting date.
|
● |
one and one-half times the sum of (i) his then-current annual base salary, plus (ii) his target annual bonus for the year in which the termination of employment occurs paid in monthly installments over the 18-month period following
termination of employment, or in the case of Mr. Apple, two times the sum of (A) his then-current annual base salary, plus (B) his target annual bonus for the year in which the termination of employment occurs paid in monthly
installments over the 24-month period following termination of employment;
|
● |
a pro-rated annual bonus payment for the year of termination based on actual performance and the number of days that the named executive officer was employed by the Company in the year of his termination;
|
● |
reimbursement for the cost of continued health and dental benefits through COBRA, subject to the same cost-sharing as if he were an employee, for the shorter of 18 months, or until the date the executive obtains coverage from a new
employer; and
|
● |
all outstanding equity grants held by the executive immediately prior to his termination date which vest over time based upon the officer’s continued service will accelerate, become fully vested and/or exercisable, as the case may
be, as of the termination date and all outstanding equity grants held by the executive immediately prior to his termination date which vest based upon attainment of performance criteria will remain subject to the terms and conditions of
the agreement evidencing such performance based award.
|
● |
the sum of (i) his then-current annual base salary, plus (ii) his target annual bonus for the year in which the termination of employment occurs, paid in monthly installments over the 12-month period following termination of
employment, or in the case of Mr. Apple, one and one-quarter times the sum of (A) his then-current annual base salary, plus (B) his target annual bonus for the year in which the termination of employment occurs, paid in monthly
installments over the 15-month period following termination of employment;
|
● |
a pro-rated annual bonus payment for the year of termination based on actual performance and the number of days the executive was employed by the Company in the year of his termination;
|
● |
reimbursement for the cost of continued health and dental benefits through COBRA, subject to the same cost-sharing as if the executive were an employee, for the shorter of 12 months for Messrs. Powell and Graham, and Dr. Richardson
and 15 months for Mr. Apple, or until the date he obtains coverage from a new employer; and
|
● |
with respect to all outstanding equity grants held by the executive immediately prior to his termination date which vest over time based upon the named executive officer’s continued service, the portion that would have become vested
during the 12 month period (or 15-month period for Mr. Apple) following the named executive officer’s termination date had he remained employed during such 12 month period (or 15-month period for Mr. Apple) will accelerate, become fully
vested and/or exercisable, as the case may be, as of the employment termination date.
|
Severance
Payment
($)(1)
|
Pro-rated
Bonus
($)(2)
|
Accelerated
Equity
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
||||||||||||||||
Termination without cause
|
1,295,785
|
421,042
|
1,575,192
|
35,463
|
3,327,481
|
|||||||||||||||
Termination for good reason
|
1,295,785
|
421,042
|
1,575,192
|
35,463
|
3,327,481
|
|||||||||||||||
Non-renewal of agreement
|
1,295,785
|
421,042
|
1,575,192
|
35,463
|
3,327,481
|
|||||||||||||||
Change of control(5)
|
2,073,255
|
421,042
|
5,183,880
|
42,555
|
7,720,733
|
(1) |
Payable in regular payroll installments over 15 months if the termination occurs before or after the Change in Control Protection Period, or over 24 months if the termination occurs during the Change in Control Protection Period.
|
(2) |
Represents the pro-rated annual bonus payment for 2021, based on actual performance and the number of days that Mr. Apple was employed by the Company in 2021, payable in a lump sum.
|
(3) |
Includes the value of the unvested stock options, time-based restricted stock unit grants and, with respect to a change of control, performance-based restricted stock unit grants held by Mr. Apple as of December 31, 2021. If the
termination occurs before or after the Change in Control Protection Period, the portion of the outstanding stock options and time-based restricted stock units that would have become vested during the 15-month period following his
termination date had he remained employed during such 15-month period will accelerate, become fully vested and/or exercisable, as the case may be, as of the employment termination date. If the termination occurs during the Change in
Control Protection Period, all of the outstanding time-based equity grants will accelerate upon termination of employment. The performance-based restricted stock unit grants will vest at target on a change of control.
|
(4) |
All Other Compensation consists of the continuation of health and dental insurance benefits for either 15 months, or, if the termination occurs upon or within 12 months following a change of control, 18 months.
|
(5) |
These amounts assume that Mr. Apple’s employment was terminated without cause or for good reason on the date of a change of control.
|
Severance Payment
($)(1)
|
Pro-rated
Bonus
($)(2)
|
Accelerated Equity
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
||||||||||||||||
Termination without cause
|
630,027
|
202,953
|
516,669
|
28,370
|
1,378,019
|
|||||||||||||||
Termination for good reason
|
630,027
|
202,953
|
516,669
|
28,370
|
1,378,019
|
|||||||||||||||
Non-renewal of agreement
|
630,027
|
202,953
|
516,669
|
28,370
|
1,378,019
|
|||||||||||||||
Change of control(5)
|
945,041
|
202,953
|
1,707,738
|
42,555
|
2,898,287
|
(1) |
Payable in regular payroll installments over 12 months if the termination occurs before or after the Change in Control Protection Period or over 18 months if the termination occurs during the Change in Control Protection Period.
|
(2) |
Represents the pro-rated annual bonus payment for 2021, based on actual performance and the number of days that Mr. Powell was employed by the Company in 2021, payable in a lump sum.
|
(3) |
Includes the value of the unvested stock options, time-based restricted stock unit grants and, with respect to a change of control, performance-based restricted stock unit grants held by Mr. Powell as of December 31, 2021. If the
termination occurs before or after the Change in Control Protection Period, the portion of the outstanding stock options and time-based restricted stock units that would have become vested and exercisable during the 12-month period
following his termination date had he remained employed during such 12-month period will accelerate, become fully vested and/or exercisable, as the case may be, as of the employment termination date. If the termination occurs during the
Change in Control Protection Period, all of the outstanding time-based equity grants will accelerate and become exercisable upon termination of employment. The performance-based restricted stock unit grants will vest at target upon a
change of control.
|
(4) |
All Other Compensation consists of the continuation of health and dental insurance benefits for either 12 months, or, if the termination occurs during the Change of Control Protection Period, 18 months.
|
(5) |
These amounts assume that Mr. Powell’s employment was terminated without cause or for good reason on the date of a change of control.
|
Severance
Payment
($)(1)
|
Pro-rated
Bonus
($)(2)
|
Accelerated Equity
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
||||||||||||||||
Termination without cause
|
631,635
|
205,997
|
505,026
|
28,370
|
1,371,028
|
|||||||||||||||
Termination for good reason
|
631,635
|
205,997
|
505,026
|
28,370
|
1,371,028
|
|||||||||||||||
Non-renewal of agreement
|
631,635
|
205,997
|
505,026
|
28,370
|
1,371,028
|
|||||||||||||||
Change of control(5)
|
947,453
|
205,997
|
1,676,418
|
42,555
|
2,872,423
|
(1) |
Payable in regular payroll installments over 12 months if the termination occurs before or after the Change in Control Protection Period or over 18 months if the termination occurs during the Change in Control Protection Period.
|
(2) |
Represents the pro-rated annual bonus payment for 2021, based on actual performance and the number of days that Mr. Graham was employed by the Company in 2021, payable in a lump sum.
|
(3) |
Includes the value of the unvested stock options, time-based restricted stock unit grants and, with respect to a change of control, performance-based restricted stock unit grants held by Mr. Graham as of December 31, 2021. If the
termination occurs before or after the Change in Control Protection Period, the portion of the outstanding stock options and time-based restricted stock units that would have become vested and exercisable during the 12-month period
following his termination date had he remained employed during such 12-month period will accelerate, become fully vested and/or exercisable, as the case may be, as of the employment termination date. If the termination occurs during the
Change in Control Protection Period, all of the outstanding time-based equity grants will accelerate and become exercisable upon termination of employment. The performance-based restricted stock unit grants will vest at target upon a
change of control.
|
(4) |
All Other Compensation consists of the continuation of health and dental insurance benefits for either 12 months, or, if the termination occurs during the Change of Control Protection Period, 18 months.
|
(5) |
These amounts assume that Mr. Graham’s employment was terminated without cause or for good reason on the date of a change of control.
|
Severance Payment
($)(1)
|
Pro-rated
Bonus
($)(2)
|
Accelerated Equity
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
||||||||||||||||
Termination without cause
|
536,986
|
129,387
|
43,077
|
28,370
|
737,820
|
|||||||||||||||
Termination for good reason
|
536,986
|
129,387
|
43,077
|
28,370
|
737,820
|
|||||||||||||||
Non-renewal of agreement
|
536,986
|
129,387
|
43,077
|
28,370
|
737,820
|
|||||||||||||||
Change of control(5)
|
805,479
|
129,387
|
180,688
|
42,555
|
1,158,110
|
(1) |
Payable in regular payroll installments over 12 months if the termination occurs before or after the Change in Control Protection Period or over 18 months if the termination occurs during the Change in Control Protection Period.
|
(2) |
Represents the pro-rated annual bonus payment for 2021, based on actual performance and the number of days that Dr. Richardson was employed by the Company in 2021, payable in a lump sum.
|
(3) |
Includes the value of the unvested stock options, time-based restricted stock unit grants and, with respect to a change of control, performance-based restricted stock unit grants held by Dr. Richardson as of December 31, 2021. If the
termination occurs before or after the Change in Control Protection Period, the portion of the outstanding stock options and time-based restricted stock units that would have become vested and exercisable during the 12-month period
following his termination date had he remained employed during such 12-month period will accelerate, become fully vested and/or exercisable, as the case may be, as of the employment termination date. If the termination occurs during the
Change in Control Protection Period, all of the outstanding time-based equity grants will accelerate and become exercisable upon termination of employment. The performance-based restricted stock unit grants will vest at target upon a
change of control.
|
(4) |
All Other Compensation consists of the continuation of health and dental insurance benefits for either 12 months, or, if the termination occurs during the Change of Control Protection Period, 18 months.
|
(5) |
These amounts assume that Dr. Richardson’s employment was terminated without cause or for good reason on the date of a change of control.
|
● Annual Cash Retainer:
|
$
|
45,000
|
||
● Annual Equity Grant:
|
$
|
225,000
|
(1)
|
● Audit Committee:
|
$
|
12,000
|
||
● Compensation Committee:
|
$
|
10,000
|
||
● Governance and Nominating Committee:
|
$
|
10,000
|
● Audit Committee:
|
$
|
25,000
|
||
● Compensation Committee:
|
$
|
17,000
|
||
● Governance and Nominating Committee:
|
$
|
7,500
|
● Annual Cash Retainer:
|
$
|
90,000
|
||
● Annual Equity Grant:
|
$
|
280,000
|
(1)
|
(1) |
The annual equity compensation is granted in the form of (i) 50% restricted stock units, which can be deferred until separation from service or a year between 2025 and 2032, as elected by the non-employee director, and (ii) 50%
nonqualified stock options. In June 2021, each existing director, other than the Board Chairman, received a stock option grant to purchase 48,542 shares of our common stock. The Board Chairman received a stock option grant to purchase
60,407 shares of our common stock. In addition, each director, other than the Board Chairman, received 25,452 restricted stock units, and the Board Chairman received 31,674 restricted stock units. The amounts listed above reflect the
combined grant date fair value of such stock option and restricted stock unit grants.
|
Name
|
Fees Earned
or
Paid in
Cash ($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total ($)
|
|||||||||||||||||||||
Thomas J. Garrity
|
80,000
|
112,500
|
112,500
|
-
|
-
|
-
|
305,000
|
|||||||||||||||||||||
Peter S. Greenleaf
|
45,000
|
112,500
|
112,500
|
-
|
-
|
-
|
270,000
|
|||||||||||||||||||||
Anton G. Gueth
|
84,000
|
112,500
|
112,500
|
-
|
-
|
-
|
309,000
|
|||||||||||||||||||||
Leonard S. Jacob, M.D., Ph.D.
|
107,500
|
140,000
|
140,000
|
-
|
-
|
-
|
387,500
|
|||||||||||||||||||||
Robert P. Roche, Jr.
|
57,000
|
112,500
|
112,500
|
-
|
-
|
-
|
282,000
|
|||||||||||||||||||||
Karen L. Smith, M.D., Ph.D.…
|
65,000
|
112,500
|
112,500
|
-
|
-
|
-
|
290,000
|
|||||||||||||||||||||
Carmen B. Volkart
|
9,913
|
- |
100,000
|
-
|
-
|
-
|
109,913
|
(1) |
The amounts shown for stock awards and option awards relate to shares granted under the Equity Compensation Plan. These amounts are equal to the aggregate grant date fair value of the awards, computed in accordance with FASB ASC 718.
The assumptions used in determining the amounts for option awards are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The annual option
grants vest one year from the date of grant. As of December 31, 2021, these non-employee directors held options to purchase an aggregate of 2,925,256 shares of common stock.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-
average
exercise price of
outstanding
options,
warrants and
rights
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in the first
column)
|
|||
Equity compensation plans approved by security holders
|
15,577
|
$2.83
|
10,366
|
|||
Equity compensation plans not approved by security holders
|
None
|
None
|
None
|
Name
|
Shares Beneficially
Owned
|
Percentage
of Outstanding
Shares
|
Blackrock Inc.
|
12,023,196 (1)
|
7.1%
|
55 East 52nd Street
|
||
New York, NY 10055
|
||
Rubric Capital Management LP
|
10,800,000 (2)
|
6.35%
|
155 East 44th Street, Suite 1630
|
||
New York, NY 10017
|
(1) |
This information is based solely on a review of an amendment to Schedule 13G filed with the SEC on February 1, 2022 by Blackrock Inc., which (i) beneficially owned 12,023,196 shares, (ii) had sole voting power over 11,860,646 shares,
(iii) had shared voting power of 0 shares, (iv) had sole dispositive power over 12,023,196 shares and (v) shared dispositive power over 0 shares.
|
(2) |
This information is based solely on a review of a Schedule 13G filed with the SEC on February 14, 2022 by Rubric Capital Management LP, which (i) beneficially owned 10,800,000 shares, (ii) had sole voting power over 0 shares, (iii)
had shared voting power of 10,800,000 shares, (iv) had sole dispositive power over 0 shares and (v) shared dispositive power over 10,800,000 shares.
|
Name
|
Shares Owned (1)
|
Right to Acquire
(1) (2)
|
Total Shares
Beneficially Owned (1) (2)
|
Percentage
of Outstanding
Shares
|
||||||||||||
Robert F. Apple
|
1,876,693
|
3,701,081
|
5,577,774
|
3.2
|
||||||||||||
Thomas J. Garrity
|
224,406
|
471,708
|
696,114
|
*
|
||||||||||||
Peter J. Graham
|
414,470
|
1,127,402
|
1,541,872
|
*
|
||||||||||||
Peter S. Greenleaf
|
54,193
|
173,517
|
227,710
|
*
|
||||||||||||
Anton G. Gueth
|
442,125
|
621,708
|
1,063,833
|
*
|
||||||||||||
Leonard S. Jacob, M.D., Ph.D.
|
263,901
|
(3)
|
1,147,882
|
1,411,783
|
*
|
|||||||||||
Fred M. Powell
|
587,014
|
950,850
|
1,537,864
|
*
|
||||||||||||
Peter C. Richardson, M.D., Ph.D.
|
-
|
42,738
|
42,738
|
*
|
||||||||||||
Robert P. Roche, Jr.
|
142,365
|
641,708
|
784,073
|
*
|
||||||||||||
Karen L. Smith, M.D., Ph.D.
|
54,193
|
173,517
|
227,710
|
*
|
||||||||||||
Carmen B. Volkart
|
-
|
-
|
-
|
-
|
||||||||||||
All directors, director nominees and executive officers as a group (11 persons)
|
4,059,360
|
9,052,111
|
13,111,471
|
7.3
|
* |
Less than 1%.
|
(1) |
Beneficial ownership is determined in accordance with rules of the SEC and includes generally voting power and/or investment power with respect to securities. In addition, shares of Common Stock subject to options currently
exercisable or exercisable within 60 days of April 14, 2022, are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. Except
as indicated by footnote, the Company believes that the persons named in this table, based on information provided by such persons, have sole voting and investment power with respect to the shares of Common Stock indicated.
|
(2) |
Shares of our Common Stock issuable upon the exercise of options exercisable within 60 days of April 14, 2022.
|
(3) |
Includes 125,000 shares of common stock held by a charitable family foundation, with respect to which Dr. Jacob has shared voting power and shared dispositive power and disclaims beneficial ownership.
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
● |
bookkeeping or other services relating to the accounting records or financial statements,
|
● |
financial information systems design and implementation,
|
● |
appraisal and valuation services, fairness opinions or contribution-in-kind reports,
|
● |
actuarial services,
|
● |
internal audit outsourcing services,
|
● |
management functions,
|
● |
human resource services,
|
● |
broker-dealer, investment advisor or investment banking services,
|
● |
legal services, and
|
● |
expert services unrelated to the audit.
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit
No.
|
Description
|
|
3.1
|
||
3.2
|
||
3.3
|
||
3.4
|
||
3.5
|
||
4.1
|
||
4.2
|
||
4.3
|
||
4.4
|
||
4.5
|
||
10.0
|
||
10.1
|
Exhibit
No.
|
Description
|
|
10.2
|
||
10.3
|
||
10.4
|
||
10.5
|
||
10.6
|
||
10.7
|
||
10.8*
|
||
10.9
|
||
10.10*
|
||
10.11*
|
||
10.12*
|
||
10.13*
|
||
10.14*#
|
||
10.15*
|
||
10.16*
|
||
10.17*
|
||
10.18*
|
||
10.19*
|
Exhibit
No.
|
Description
|
|
10.20*
|
||
10.21*
|
||
10.22
|
||
10.23#
|
||
23.1#
|
||
31.1#
|
||
31.2#
|
||
31.3
|
||
31.4
|
||
32.1##
|
||
32.2##
|
||
101.INS#
|
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
101.SCH#
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL#
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF#
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB#
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE#
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (the cover page interactive data does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
*
|
Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Part IV of
this Annual Report on Form 10-K.
|
|
#
|
Previously filed.
|
|
##
|
Previously furnished.
|
ANTARES PHARMA, INC.
|
|
(Registrant)
|
|
Date: April 29, 2022
|
/s/ Robert F. Apple
|
Robert F. Apple
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Signature
|
Capacity
|
Date
|
|
/s/ Robert F. Apple
|
President and Chief Executive Officer, Director
|
April 29, 2022
|
|
Robert F. Apple
|
(Principal Executive Officer)
|
||
/s/ Fred M. Powell
|
Executive Vice President and Chief Financial Officer
|
April 29, 2022
|
|
Fred M. Powell
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this report on Form 10-K/A of Antares Pharma, Inc.; and
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Date:
|
April 29, 2022
|
/s/ Robert F. Apple
|
Robert F. Apple
|
||
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K/A of Antares Pharma, Inc.; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report.
|
Date:
|
April 29, 2022
|
/s/ Fred M. Powell
|
Fred M. Powell
|
||
Executive Vice President and Chief Financial Officer
|