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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | On the cover page, (i) to delete the reference in the Original Form 10-K to the incorporation by reference of the Company’s definitive proxy statement for its 2022 annual meeting of stockholders (the “Annual Meeting”) and (ii) to update the date as of which the number of outstanding shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), is being provided; |
• | To present the information required by Part III of Form 10-K, which information we originally indicated in the Original Form 10-K would be incorporated by reference in our definitive proxy statement to be delivered to our stockholders in connection with our Annual Meeting; and |
• | To amend and restate Part IV, Item 15(b) (Exhibits 31.1 and 31.2) in their entirety to include the currently dated certifications from the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of the Company’s principal executive officer and principal financial officer are attached to this Form 10-K/A as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Exhibit Index has also been amended and restated in its entirety to include the certifications as exhibits. |
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13 | ||||
21 | ||||
23 | ||||
27 | ||||
28 | ||||
28 | ||||
31 |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Positions Held with Checkmate |
Director Since |
Class and Year in Which Term Will Expire |
Age | ||||
Michael Powell, Ph.D. | Chairperson of the Board of Directors and Director | 2015 | Class I—2024 | 67 | ||||
Alan Bash | Chief Executive Officer, President and Director | 2022 | Class I—2024 | 50 | ||||
Joy Yan, M.D., Ph.D. | Director | 2021 | Class I—2024 | 43 | ||||
Peter Colabuono | Director | 2019 | Class II–2022 | 40 | ||||
Oren Isacoff, M.D. | Director | 2020 | Class II–2022 | 38 | ||||
Keith Flaherty, M.D. | Director | 2019 | Class III—2023 | 51 | ||||
Alan Fuhrman | Director | 2019 | Class III—2023 | 65 | ||||
Jon Wigginton, M.D. | Director | 2022 | Class III—2023 | 60 |
Name |
Position Held with Checkmate |
Officer Since |
Age |
|||||||
Alan Bash |
Chief Executive Officer, President and Director |
2022 | 50 | |||||||
Robert Dolski |
Chief Financial Officer | 2021 | 52 | |||||||
James Wooldridge, M.D. |
Chief Medical Officer | 2019 | 56 |
Board Diversity Matrix (As of April 29, 2022) | ||||||||
Total Number of Directors |
8 | |||||||
Female |
Male |
Non-Binary |
Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors |
1 | 7 | ||||||
Part II: Demographic Background | ||||||||
African American or Black |
||||||||
Alaskan Native or Native American |
||||||||
Asian |
1 | |||||||
Hispanic or Latinx |
||||||||
Native Hawaiian or Pacific Islander |
||||||||
White |
7 | |||||||
Two or More Races or Ethnicities |
||||||||
LGBTQ+ |
||||||||
Did Not Disclose Demographic Background |
• | appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; |
• | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; |
• | reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; |
• | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; |
• | coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; |
• | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
• | recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our annual reports on Form 10-K; |
• | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; |
• | preparing the audit committee report required by SEC rules to be included in our annual proxy statement; |
• | reviewing all related person transactions for potential conflict of interest situations and voting with respect to all such transactions; and |
• | reviewing quarterly earnings releases. |
• | annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our chief executive officer; |
• | evaluating the performance of our chief executive officer in light of such corporate goals and objectives and, based on such evaluation, determining and approving the equity and non-equity compensation of our chief executive officer (including cash-based incentive compensation); |
• | reviewing and determining the equity and non-equity compensation (including cash-based incentive compensation) of our other officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended; |
• | reviewing and establishing our overall management compensation structure, philosophy and programs; |
• | overseeing and administering our compensation and similar plans; |
• | evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; |
• | reviewing and recommending to the board of directors our policies and procedures for the grant of equity-based awards; |
• | reviewing and recommending to the board of directors the compensation of our directors; |
• | preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement; and |
• | reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters. |
• | developing and recommending to the board of directors criteria for board and committee membership; |
• | establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders; |
• | identifying individuals qualified to become members of the board of directors; |
• | recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees; |
• | developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; |
• | reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us; and |
• | overseeing the evaluation of our board of directors and management. |
• | conducting periodic pipeline reviews and assessments of select project strategies and plans; |
• | providing feedback and analysis to management regarding pre-clinical and clinical decision-making; |
• | assisting our board of directors regarding its oversight of pre-clinical and clinical decision-making; |
• | reviewing, evaluating and advising our board of directors regarding our progress in achieving our short-term and long-term strategic research and development goals and objectives; |
• | reviewing, evaluating and advise our board of directors regarding the quality, direction and competitiveness of our research and development programs; |
• | reviewing and evaluating in-licensing, acquisition and development collaboration opportunities, as requested by management or our board of directors; |
• | recommending key discovery and development strategies, as requested by our board of directors from time to time, to align with business needs of the company; and |
• | assisting the compensation committee and our board of directors, as requested from time to time, in assessing the capabilities of and evaluating the performance of our key scientific and technical personnel. |
ITEM 11. |
EXECUTIVE COMPENSATION |
• | Barry Labinger, our former President and Chief Executive Officer; |
• | Alan Fuhrman, our now former interim President and Chief Executive Officer; |
• | Robert Dolski, our Chief Financial Officer; and |
• | James Wooldridge, M.D., our Chief Medical Officer. |
Year |
Salary ($) |
Bonus ($)(1) |
Option Awards ($)(2) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||
Barry Labinger |
||||||||||||||||||||||||
Former President and Chief Executive Officer |
2021 | 444,231 | 208,688 | 2,124,399 | (3) | 170,705 | (4) | 2,948,023 | ||||||||||||||||
2020 | 455,462 | 208,688 | 6,687,285 | 60,775 | (5) | 7,412,210 | ||||||||||||||||||
Alan Fuhrman |
||||||||||||||||||||||||
Interim President and Chief Executive Officer |
2021 | 86,827 | — | 699,957 | (6) | 46,709 | (7) | 833,493 | ||||||||||||||||
Robert Dolski, |
||||||||||||||||||||||||
Chief Financial Officer |
2021 | 377,596 | 22,500 | (8) | 1,624,093 | 11,600 | 2,035,789 | |||||||||||||||||
2020 | — | — | — | — | — | |||||||||||||||||||
James Wooldridge, M.D. |
||||||||||||||||||||||||
Chief Medical Officer |
2021 | 425,000 | 130,688 | 613,338 | 11,600 | 1,180,626 | ||||||||||||||||||
2020 | 394,231 | 130,688 | 2,262,270 | 11,400 | 2,798,589 |
(1) | Amounts reported for 2021 and 2020 reflect discretionary annual bonuses for performance in 2020 and 2021, respectively. |
(2) | The amounts reflect the grant date fair value of stock-option awards granted in 2020 and 2021 in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718 (“ASC 718”). Such grant-date fair values do not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards. See Note 2 to the financial statements in our 2021 Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. |
(3) | Includes: (i) the grant date fair value stock-option awards granted in 2021, including a grant on March 4, 2021 and August 4, 2021, which were cancelled following Mr. Labinger entering into Separation Agreement with the Company on October 27, 2021; and (ii) incremental fair value of $193,782 resulting from accelerated vesting and modification of the expiration period for Mr. Labinger’s awards pursuant to his Separation Agreement. |
(4) | Includes (i) $80,769 for severance pay, (ii) $50,636 paid to Mr. Labinger for payment of accrued but unused vacation in connection with his termination and (iii) $38,299 for housing expenses. |
(5) | Includes (i) $43,250 for housing expenses; (ii) $17,325 for tax gross-up payments in connection with such housing expenses, and (iii) $200 for expenses related to travel between Mr. Labinger’s personal residences in Vermont and the Company’s headquarters in Cambridge, MA. |
(6) | Amount reported includes the grant date fair value of $43,361 attributable to the annual stock option award Mr. Fuhrman received in his capacity as a non-employee member of the board of directors prior to becoming Interim Chief Executive Officer. For more information on compensation paid to our non-employee directors, please see “Director Compensation—Amended and Restated Non-Employee Director Compensation Policy.” |
(7) | Amount reported includes $45,094 in cash fees Mr. Fuhrman earned for the portion of 2021 he served as a non-employee member of the board of directors prior to becoming Interim Chief Executive Officer. For more information on compensation paid to our non-employee directors, please see “Director Compensation—Amended and Restated Non-Employee Director Compensation Policy.” |
(8) | This bonus payment amount represents 50% of the sign-on bonus of an aggregate $45,000, half of which was paid in 2021 and half of which was paid upon his 12-month anniversary of employment in 2022. |
Name |
2021 Base Salary |
|||
Barry Labinger |
$ | 525,000 | ||
Alan Fuhrman |
$ | 525,000 | ||
James Wooldridge |
$ | 425,000 | ||
Robert Dolski |
$ | 385,000 |
Name |
2021 Target Bonus Rate (% of base salary) |
|||
Barry Labinger |
50 | % | ||
Alan Fuhrman |
0 | % | ||
James Wooldridge |
40 | % | ||
Robert Dolski |
40 | % |
Option awards(1) |
||||||||||||||||||||
Name |
Vesting Start Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
Barry Labinger |
12/17/2018 | 350,666 | 0 | 2.62 | 7/27/2022 | |||||||||||||||
8/6/2020 | 157,894 | 0 | 15.00 | 7/27/2022 | ||||||||||||||||
Alan Fuhrman |
||||||||||||||||||||
10/27/2021 | 41,112 | 205,559 | 3.93 | 10/27/2031 |
Option awards(1) |
||||||||||||||||||||
Name |
Vesting Start Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
James Wooldridge |
11/1/2019 | 51,960 | 43,956 | 2.62 | 9/6/2029 | |||||||||||||||
8/6/2020 | 50,272 | 100,546 | 15.00 | 8/6/2030 | ||||||||||||||||
3/4/2021 | 0 | 54,600 | 13.50 | 3/5/2031 | ||||||||||||||||
8/4/2021 | 0 | 27,300 | 5.09 | 8/4/2031 | ||||||||||||||||
Robert Dolski |
1/4/2021 | 0 | 150,000 | 14.84 | 1/4/2031 | |||||||||||||||
8/4/2021 | 0 | 27,300 | 5.09 | 8/4/2031 |
(1) | Each option vests over four years, with 25% vesting on the first anniversary of the vesting start date, and the remainder vesting in equal monthly installments thereafter, subject to such named executive officer’s continuous service as of each vesting date. |
Plan Category |
Number of securities to be issued upon exercise of outstanding options (#) |
Weighted- average exercise price of outstanding options ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|||||||||
Equity compensation plans approved by security holders (1) |
3,169,418 | (2) |
$ | 9.16 | 2,617,066 | (3)(4) | ||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total |
3,169,418 | $ | 9.16 | 2,617,066 |
(1) | Consists of our 2020 Stock Option and Incentive Plan, 2015 Stock Option and Grant Plan, and 2020 Employee Stock Purchase Plan. Following our initial public offering, we have not and will not grant any awards under our 2015 Stock Option and Grant Plan, but all outstanding awards under the 2015 Stock Option and Grant Plan will continue to be governed by their existing terms. The shares of common stock underlying any awards granted under the 2015 Stock Option and Grant Plan or 2020 Stock Option and Incentive Plan that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock, or otherwise terminated (other than by exercise) and the shares of common stock that are withheld upon exercise of a stock option or settlement of such award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2020 Stock Option and Incentive Plan. |
(2) | Includes 3,169,418 shares of common stock issuable upon the exercise of outstanding options. |
(3) | As of December 31, 2021, there were 2,617,066 shares available for grant under the 2020 Stock Option and Incentive Plan and 267,119 shares available for grants under the 2020 Employee Stock Purchase Plan. |
(4) | The 2020 Stock Option and Incentive Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31. The 2020 Employee Stock Purchase Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022, through January 1, 2030, by the least of 267,119 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. |
Name |
Fees Earned or Paid In Cash ($) |
Option Awards ($) (1)(2) |
Total ($) |
|||||||||
Peter Colabuono |
47,851 | 43,361 | 91,212 | |||||||||
Keith Flaherty, M.D |
43,000 | 43,361 | 86,361 | |||||||||
Oren Isacoff, M.D |
42,849 | 43,361 | 86,210 | |||||||||
Nilesh Kumar, Ph.D (3) |
0 | 0 | 0 | |||||||||
Michael Powell, Ph.D (4) |
75,351 | 149,619 | 224,970 | |||||||||
Joy Yan, M.D., Ph.D. (5) |
1,505 | 43,663 | 45,168 |
(1) | The amounts reflect the grant date fair value of stock-option awards granted in 2019 in accordance with ASC 718. Such grant-date fair values do not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not correspond to the actual value that may be recognized by the non-employee director upon vesting of the applicable awards. See Note 2 to the financial statements in our 2021 Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. |
(2) | As of December 31, 2021, our non-employee directors held the following option awards: 243,099. |
(3) | Dr. Kumar resigned from our board of directors on December 31, 2021. |
(4) | In August, 2021, we granted Mr. Powell an additional stock option to purchase 30,000 shares, which vests in twelve equal monthly installments, subject to his continued service through each vesting date (the “Powell Option”). |
(5) | Dr. Yan joined our board of directors on December 16, 2021. |
Member Annual Retainer ($) |
Chairman Additional Annual Retainer ($) |
|||||||
Board of Directors |
35,000 | 30,000 | ||||||
Audit Committee |
7,500 | 7,500 | ||||||
Compensation Committee |
5,000 | 5,000 | ||||||
Nominating and Corporate Governance Committee |
4,000 | 4,000 | ||||||
Research and Development Committee |
5,000 | 5,000 |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
• | each of our directors; |
• | each of our named executive officers; |
• | all of our directors and executive officers as a group; and |
• | each person, or group of affiliated persons, who is known by us to beneficially own greater than 5% of our common stock. |
Shares beneficially owned |
||||||||
Name and address of beneficial owner |
Number |
Percentage |
||||||
> 5% Stockholders |
||||||||
Sofinnova Venture Partners IX, L.P. (1) |
3,606,707 | 16.4 | % | |||||
venBio Global Strategic Fund II L.P. (2) |
3,125,640 | 14.2 | % | |||||
Novo Holdings A/S (3) |
2,161,990 | 9.8 | % | |||||
Longitude Venture Partners III, L.P. (4) |
1,794,671 | 8.1 | % | |||||
Entities affiliated with Medicxi (5) |
1,501,716 | 6.8 | % | |||||
Omega Fund VI, L.P. (6) |
1,335,050 | 6.1 | % | |||||
Decheng Capital China Life Sciences USD Fund III, LP (7) |
1,333,254 | 6.1 | % | |||||
Entities affiliated with Clough Capital Partners (8) |
1,137,764 | 5.2 | % | |||||
Named Executive Officers and Directors |
||||||||
Alan Bash |
— | — | ||||||
James Wooldridge, M.D. (9) |
150,134 | * | ||||||
Robert Dolski (10) |
50,000 | * | ||||||
Michael Powell, Ph.D. (11) |
53,363 | * | ||||||
Peter Colabuono (12) |
22,252 | * | ||||||
Keith Flaherty, M.D. (13) |
36,778 | * | ||||||
Alan Fuhrman (14) |
176,657 | * | ||||||
Oren Isacoff, M.D. (15) |
22,252 | * |
Shares beneficially owned |
||||||||
Name and address of beneficial owner |
Number |
Percentage |
||||||
Jon Wigginton, M.D. |
— | — | ||||||
Joy Yan, M.D., Ph.D. |
— | — | ||||||
All executive officers and directors as a group (10 persons) (16) |
511,436 | 2.3 | % |
* | Represents beneficial ownership of less than one percent. |
(1) | Information herein is solely based upon a Schedule 13D filed with the SEC on August 19, 2020, by Sofinnova Venture Partners IX, L.P. (“SVP IX”), Sofinnova Management IX, L.L.C. (“SM IX”), and Dr. James I. Healy. Consists of 3,606,707 shares of common stock directly owned by SVP IX. SM IX is the general partner of SVP IX. Dr. Healy is a managing members of SM IX. SM IX may be deemed to have sole voting power of these shares and Dr. Healy may be deemed to have shared voting power to vote these shares. The address of these entities and individuals is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, CA 94025. |
(2) | Information herein is solely based upon a Schedule 13G filed with the SEC on October 6, 2020 and a Form 4 filed with the SEC on April 21, 2022, by venBio Global Strategic Fund II, L.P. (“Fund II”), venBio Global Strategic GP II, L.P. (“General Partner II”), venBio Global Strategic GP II, Ltd. (“GP Ltd. II”), Robert Adelman and Corey Goodman. Consists of 3,125,640 shares of common stock directly owned by Fund II. General Partner II, is the sole general partner of Fund II and GP Ltd. II is the sole general partner of General Partner II. Mr. Adelman and Mr. Goodman are directors of GP Ltd. II. Accordingly, each of General Partner II, GP Ltd. II, Mr. Adelman and Mr. Goodman may be deemed to indirectly beneficially own these shares. The address of these entities and individuals is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158. |
(3) | Information herein is solely based upon a Schedule 13D filed with the SEC on August 13, 2020 and a Form 4 filed with the SEC on February 25, 2022, by Novo Holdings A/S. Consists of 2,161,990 shares of common stock owned directly by Novo Holdings A/S. Novo Holdings A/S is wholly owned by Novo Nordisk Fonden (the “Foundation”). Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of these shares. The address of these entities and individuals is Tuborg Havnevej 19, 2900 Hellerup, Denmark. |
(4) | Information herein is solely based upon a Schedule 13D filed with the SEC on August 21, 2020, by Longitude Venture Partners III, L.P. (“LVPIII”), Longitude Capital Partners III, LLC (“LCPIII”), Patrick G. Enright and Juliet Tammenoms Bakker. Consists of 1,794,671 shares of common stock held by LVPIII. LCPIII is the general partner of LVPIII. Mr. Enright and Ms. Bakker are the managing members of LCPIII. LCP III may be deemed to have voting, investment and dispositive power with respect to these shares. Mr. Enright and Ms. Bakker may each be deemed to share voting, investment and dispositive power with respect to these shares. The address of these entities and individuals is 2740 Sand Hill Road, Second Floor, Menlo Park, CA 94025. |
(5) | Information herein is solely based upon a Schedule 13G filed with the SEC on August 18, 2020, by Medicxi Growth I LP (“Growth I”), Medicxi Growth Co-Invest I LP (“Growth Co-Invest I”), Medicxi Growth I GP Limited (“Growth I GP”) and Medicxi Ventures Management (Jersey) Limited (“Manager”). Consists of 1,466,869 shares of common stock directly owned by Growth I and 34,847 shares of common stock directly owned by Growth Co-Invest I. Growth I GP is the general partner of Growth I and Growth Co-Invest I. Manager has been appointed by Growth I GP as manager of Growth I and Growth Co-Invest I. Growth I GP and Manager may each be deemed to beneficially own these shares. The address of these entities and individuals is c/o Intertrust Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG. |
(6) | Information herein is solely based upon a Schedule 13G filed with the SEC on February 12, 2021, filed by Omega Fund VI, L.P. (“Omega Fund”), Omega Fund VI GP, L.P. (“Omega GP”), Omega Fund VI GP Manager, Ltd. (“Omega Ltd”), Claudio Nessi, Otello Stampacchia, Anne-Mari Paster. Consists of 1,335,050 shares of common stock held by Omega Fund. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund. Mr. Nessi, Mr. Stampacchia, and Ms. Paster are the directors of Omega Ltd. Omega GP, Omega Ltd, Mr. Nessi, Mr. Stampacchia and Ms. Paster may each be deemed to beneficially own these shares. The address of these entities and individuals is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199. |
(7) | Information herein is solely based upon a Schedule 13G filed with the SEC on February 14, 2022, filed by Decheng Capital Management III (Cayman), LLC (“Decheng Management”). Consists of 1,333,254 shares of common stock held by Decheng Capital China Life Sciences USD Fund III, LP (“Decheng”). Decheng Management is the general partner of Decheng. Min Cui, Ph.D. is the sole manager of Decheng Management may be deemed to have voting and investment power with respect to the shares held by Decheng and as a result may be deemed to have beneficial ownership of such shares. The address of these entities and individuals is 3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, CA 94025. |
(8) | Information herein is solely based upon a Schedule 13G/A filed with the SEC on February 14, 2022, filed by Clough Capital Partners L.P., Clough Capital Partners LLC, and Charles I. Clough, Jr. Consists of 1,137,764 shares of common stock beneficially owned by investment companies, pooled investment vehicles and other accounts for which Clough Capital Partners L.P. serves as investment adviser. Clough Capital Partners LLC is the general partner of Clough Capital Partners L.P. Mr. Clough is the managing member of Clough Capital Partners LLC. Clough may each be deemed to beneficially own these shares. The address of these entities and individuals is 53 State Street, 27 th Floor, Boston, MA 02109. |
(9) | Consists of 150,134 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(10) | Consists of 50,000 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(11) | Consists of 53,363 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(12) | Consists of 22,252 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(13) | Consists of 36,778 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(14) | Consists of 176,657 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(15) | Consists of 22,252 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
(16) | Consists of 511,436 shares of common stock underlying options exercisable within 60 days of April 22, 2022. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
STOCKHOLDER |
SHARES OF SERIES C PREFERRED STOCK |
TOTAL PURCHASE PRICE |
||||||
Novo Holdings A/S(1) |
12,487,512 | $ | 20,000,000 | |||||
Longitude Venture Partners III, L.P. (2) |
10,926,573 | $ | 17,500,000 | |||||
Entities affiliated with Medicxi(3) |
6,243,756 | $ | 10,000,000 | |||||
Omega Fund VI, L.P.(4) |
6,243,756 | $ | 10,000,000 | |||||
Sofinnova Venture Partners IX, L.P.(5) |
1,208,166 | $ | 1,934,999 | |||||
venBio Global Strategic Fund II L.P.(6) |
1,208,166 | $ | 1,934,999 | |||||
F-Prime Capital Partners Healthcare Fund V LP(7) |
299,700 | $ | 480,000 | |||||
Decheng Capital China Life Sciences USD Fund III, LP(8) |
405,844 | $ | 650,000 |
(1) | Novo Holdings A/S, or Novo, holds more than 5% of our voting securities. |
(2) | Longitude Venture Partners III, L.P., or LVP III, holds more than 5% of our voting securities. |
(3) | Entities affiliated with Medicxi, including Medicxi Growth I LP and Medicxi Growth Co-Invest I LP, hold more than 5% of our voting securities. |
(4) | Omega Fund VI, L.P. holds more than 5% of our voting securities. Dr. Powell, chairperson of our board of directors, is an Executive Partner at Omega Fund Management, LLC, a limited liability company that is affiliated with Omega Fund VI, L.P. |
(5) | Sofinnova holds more than 5% of our voting securities. |
(6) | venBio holds more than 5% of our voting securities. |
(7) | F-Prime Capital Partners Healthcare Fund V LP, or F-Prime, holds more than 5% of our voting securities. |
(8) | Decheng holds more than 5% of our voting securities. Peter Colabuono, a member of our board of directors, is a Principal at Decheng. |
STOCKHOLDER |
TOTAL NOTE AMOUNT |
|||
Sofinnova Venture Partners IX, L.P.(1) |
$ | 3,870,000 | ||
venBio Global Strategic Fund II, L.P. (2) |
$ | 3,870,000 | ||
F-Prime Capital Partners Healthcare Fund V LP (3) |
$ | 960,000 | ||
Decheng Capital China Life Sciences USD Fund III, LP (4) |
$ | 1,300,000 |
(1) | Sofinnova holds more than 5% of our voting securities. |
(2) | venBio holds more than 5% of our voting securities. |
(3) | F-Prime holds more than 5% of our voting securities. |
(4) | Decheng holds more than 5% of our voting securities. Peter Colabuono, a member of our board of directors, is a Principal at Decheng. |
Name |
Shares of Common Stock Purchased |
Aggregate Cash Purchase Price |
||||||
Sofinnova Venture Partners IX, L.P. |
133,333 | $ | 1,999,995 | |||||
venBio Global Strategic Fund II L.P. |
200,000 | $ | 3,000,000 | |||||
Novo Holdings A/S |
500,000 | $ | 7,500,000 | |||||
Longitude Venture Partners III, L.P. |
333,333 | $ | 4,999,995 | |||||
Decheng Capital China Life Sciences USD Fund III, LP |
93,334 | $ | 1,400,010 | |||||
|
|
|
|
|||||
Total |
1,260,000 | $ | 18,900,000 |
• | any breach of the director’s duty of loyalty to us or our stockholders; |
• | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | any act related to unlawful stock repurchases, redemptions or other distributions or payments of dividends; or |
• | any transaction from which the director derived an improper personal benefit. |
• | we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by law; |
• | we must advance expenses to our directors and officers, and may advance expenses to our employees and other agents, in connection with a legal proceeding to the fullest extent permitted by law; and |
• | the rights provided in our bylaws are not exclusive. |
• | the related person’s interest in the related person transaction; |
• | the approximate dollar amount involved in the related person transaction; |
• | the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; |
• | whether the transaction was undertaken in the ordinary course of our business; |
• | whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; |
• | the purpose of, and the potential benefits to us of, the related-party transaction; and |
• | any other information regarding the related-party transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
2021 |
2020 |
|||||||
Audit fees (1) |
$ | 627,300 | $ | 1,773,900 | ||||
Audit-related fees (2) |
— | — | ||||||
Tax fees (3) |
— | — | ||||||
All other fees (4) |
1,780 | 1,780 | ||||||
|
|
|
|
|||||
Total fees |
$ | 629,080 | $ | 1,775,680 | ||||
|
|
|
|
(1) | Audit fees consist of fees for the audit of our annual financial statements, the review of our interim financial statements included in our quarterly reports on Form 10-Q, and services in connection with the Company’s initial public offering, including registration statements, responding to SEC comment letters, comfort letters and consents. |
(2) | Audit-related fees consist of services that are reasonably related to the performance of the audit or review of our financial statements. There were no audit-related fees in fiscal years 2021 and 2020. |
(3) | Tax fees consist of fees for tax compliance, advice and tax services. There were no tax fees in fiscal years 2021 and 2020. |
(4) | All other fees consists of an annual subscription service to Accounting Research Online. |
32.1+ |
||
101.INS |
Inline 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 (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) |
# |
Indicates a management contract or any compensatory plan, contract or arrangement. |
* |
Filed herewith. |
** |
Confidential treatment has been granted by the Securities and Exchange Commission as to certain portions. |
† |
Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission. |
+ |
The certifications furnished in Exhibit 32.1 are deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. |
CHECKMATE PHARMACEUTICALS, INC. | ||
By: | /s/ Robert Dolski | |
Robert Dolski | ||
Chief Financial Officer |