0001193125-18-286867.txt : 20180928 0001193125-18-286867.hdr.sgml : 20180928 20180928113059 ACCESSION NUMBER: 0001193125-18-286867 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20180928 DATE AS OF CHANGE: 20180928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALZHEON, INC. CENTRAL INDEX KEY: 0001582636 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463074149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-227057 FILM NUMBER: 181093020 BUSINESS ADDRESS: STREET 1: 111 SPEEN STREET STREET 2: SUITE 306 CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 857-214-7242 MAIL ADDRESS: STREET 1: 111 SPEEN STREET STREET 2: SUITE 306 CITY: FRAMINGHAM STATE: MA ZIP: 01701 S-1/A 1 d600976ds1a.htm S-1/A S-1/A
Table of Contents

As filed with the Securities and Exchange Commission on September 28, 2018

Registration No. 333-227057

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ALZHEON, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   2834   46-3074149

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

111 Speen Street

Suite 306

Framingham, Massachusetts 01701

(508) 861-7709

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Martin Tolar, M.D., Ph.D.

President and Chief Executive Officer

Alzheon, Inc.

111 Speen Street

Suite 306

Framingham, Massachusetts 01701

(508) 861-7709

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Peter N. Handrinos, Esq.
Philip P. Rossetti, Esq.

Latham & Watkins LLP

200 Clarendon Street

Boston, Massachusetts 02116

(617) 948-6000

 

Anthony J. Marsico, Esq.

Keerthika M. Subramanian, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Chrysler Center

666 Third Avenue

New York, New York 10017

(212) 935-3000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

☐                                                                              

   Accelerated filer    ☐                        

Non-accelerated filer

 

   Smaller reporting company   
   Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities To Be Registered  

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount of

Registration Fee(2)(3)

Common Stock, $0.001 par value per share

  $43,125,000   $5,370(2)

Representatives’ Warrants(4)

   

Shares of common stock underlying Representatives’ Warrants(5)

  $975,000   $122(6)

Total

  $44,100,000   $5,492(7)

 

 

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)   Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
(3)   $5,492.00 of the registration fee was previously paid.
(4)   No fee pursuant to Rule 457(g) under the Securities Act.
(5)   The Registrant may, under certain circumstances, issue warrants to purchase shares of its common stock to the representatives of the underwriters of this offering (the “Representatives’ Warrants”).
(6)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) of the Securities Act and based upon the per share exercise price of the Representatives’ Warrants, which is equal to 130% of the public offering price per share of the shares of common stock offered in this offering.
(7)   Pursuant to Rule 457(p) under the Securities Act, a filing fee of $10,739.00 was previously paid with respect to shares of the Registrant’s common stock to be registered pursuant to a Registration Statement on Form S-1 (Registration No. 333-223728) initially filed with the SEC on March 16, 2018 as amended by Amendment No. 1 filed with the SEC on April 2, 2018, which was withdrawn prior to effectiveness. As a result, $5,492 of the $10,739.00 filing fee associated with such shares of common stock is being carried forward and is being offset against the $5,492 filing fee currently due in connection with this filing.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS   SUBJECT TO COMPLETION   DATED SEPTEMBER 28, 2018

2,500,000 Shares

Common Stock

 

LOGO

ALZHEON, INC.

 

 

This is a firm commitment initial public offering of 2,500,000 shares of common stock of Alzheon, Inc. No public market currently exists for our shares. We anticipate that the initial public offering price of our shares will be between $13.00 and $15.00 and for calculation purposes herein, we assume a mid-point of $14.00 per share.

We have applied to list our shares of common stock for trading on the Nasdaq Global Market under the symbol “ALZH.” No assurance can be given that our application will be approved.

We are an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

     Per Share      Total  

Initial public offering price

   $                    $                

Underwriting discounts and commissions(1)

   $        $    

Proceeds to Alzheon, Inc. (before expenses)

   $        $    

 

(1)   Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the public offering price payable to the underwriters. In addition, the representatives of the underwriters may, under certain circumstances, receive warrants to purchase 50,000 shares of our common stock as compensation for this offering. We refer you to “Underwriting” beginning on page 156 for additional information regarding underwriters’ compensation.

We have granted the underwriters a 30-day over-allotment option to purchase up to 375,000 additional shares of common stock at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver our shares to purchasers in the offering on or about                     , 2018

Joint Book-Running Managers

 

ThinkEquity   H.C. Wainwright & Co.
a division of Fordham Financial Management, Inc.  

Co-Manager

The Benchmark Company

The date of this prospectus is                     , 2018


Table of Contents

LOGO

ALZ-801 Pill Inhibits Formation of Toxic Amyloid Oligomers, Key Driver of Alzheimer’s Disease (AD) Aducanumab (Positive results in early AD P1) Toxic amyloid oligomers, fibrils & plaque Dose-dependent clinical activity; high brain edema rates [Anti-amyloid antibody] BAN2401 (Positive results in early AD P2) Toxic amyloid oligomers Clearance of large amyloid oligomers called proto-fibrils led to clinical benefit; brain edema side effects [Anti-amyloid antibody] Bapineuzumab (Negative P3) Amyloid plaque Plaque clearance from vessels associated with brain edema and microbleeds [Anti-amyloid antibody] Verubecestat Lanabecestat (Negative P3) Amyloid monomers Lowering amyloid production led to neuropsychiatric side effects [Oral beta-secretase inhibitors] Toxic amyloid oligomers AD brain Alzheon Pill ALZ-801 (Potential in early to mild AD) Toxic amyloid oligomers Inhibition of formation of small oligomers reduces neurotoxicity and cognitive decline; well tolerated [Oral small molecule] Results from clinical trials of injectable anti-amyloid antibodies BAN2401 and aducanumab that target toxic amyloid oligomers showed slowing of cognitive decline in early Alzheimer’s patients. Results from Alzheimer’s clinical trials of agents that don’t target amyloid oligomers have failed to show clinical efficacy.


Table of Contents

 

TABLE OF CONTENTS

 

     Page  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     12  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     57  

INDUSTRY AND OTHER DATA

     57  

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

     57  

USE OF PROCEEDS

     59  

DIVIDEND POLICY

     61  

CAPITALIZATION

     62  

DILUTION

     65  

SELECTED FINANCIAL DATA

     68  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     70  

BUSINESS

     85  

MANAGEMENT

     118  

EXECUTIVE AND DIRECTOR COMPENSATION

     125  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     137  

PRINCIPAL STOCKHOLDERS

     140  

DESCRIPTION OF CAPITAL STOCK

     142  

SHARES ELIGIBLE FOR FUTURE SALE

     148  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

     151  

UNDERWRITING

     156  

LEGAL MATTERS

     165  

EXPERTS

     165  

WHERE YOU CAN FIND MORE INFORMATION

     165  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

 

We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

 


Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unless the context otherwise requires, we use the terms “company,” “we,” “us” and “our” in this prospectus to refer to Alzheon, Inc.

Overview

We are a clinical stage biopharmaceutical company with a late-stage program in Alzheimer’s disease and a discovery platform of small molecules for the inhibition of protein misfolding and aggregation in neurodegenerative disorders. Protein misfolding is an abnormal process in which a protein fails to fold in its normal configuration, rendering the protein toxic or inactive. Our goal is to develop disease modifying treatments for patients with Alzheimer’s and other neurological disorders by leveraging our expertise in inhibiting protein misfolding and aggregation.

Our lead product candidate, ALZ-801, is an orally administered inhibitor of beta amyloid misfolding. Beta amyloids are protein fragments that, when they misfold and aggregate with other misfolded beta amyloid monomers, form small neurotoxic aggregates, or oligomers. We believe that we are the only company developing a clinical stage small molecule with a mechanism of action designed to prevent the misfolding and aggregation of beta amyloid protein into neurotoxic oligomers. If ALZ-801 is approved, we believe it has the potential to be among the first drugs to intervene in a key underlying mechanism of Alzheimer’s disease, or AD. The active ingredient of ALZ-801, tramiprosate, was evaluated in 16 clinical trials conducted by Bellus Health, Inc. (formerly Neurochem), or Bellus, including trials in AD, with over 2,000 patients. In our post hoc analyses of data from these trials, we observed promising clinical signals in a subset of patients with two copies of the APOE4 gene, or APOE4/4 homozygotes, who have greater beta amyloid burden and develop AD earlier. In October 2017, ALZ-801 was granted Fast Track designation by the U.S. Food and Drug Administration, or FDA, for the treatment of AD. To our knowledge, of the 78 product candidates currently in clinical development for AD, nine, including ALZ-801, have received Fast Track designation. We plan to commence a Phase 2b trial of ALZ-801 in the first half of 2019 in the United States and, possibly, internationally. We have commenced a Phase 1b trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

We have designed our Phase 2b trial by applying recent advances in the understanding of the role of beta amyloid in AD, our elucidation of ALZ-801’s mechanism of action and insights into optimizing clinical trial designs for AD. APOE4/4 homozygotes have shown the highest rate of diagnostic accuracy for AD. In addition, APOE4/4 homozygotes carry a higher burden of beta amyloid, or Aß, oligomer pathology that plays an early role in the pathogenesis of AD and is specifically targeted by ALZ-801’s mechanism of action. Using a precision medicine approach in our Phase 2b trial, we intend to enroll APOE4/4 homozygous patients with early to mild AD.

AD is a progressive neurodegenerative disorder caused by protein misfolding of beta amyloid and tau, a microtubule-associated protein in neurons, that leads to patients losing memory, cognitive and intellectual capabilities, and the ability to perform normal daily activities, resulting in the need for a full-time caretaker or nursing home placement and, ultimately, death. The cognitive loss caused by AD affects not only the patients, but it also has a profound impact on patients’ families and loved ones. Family members of AD patients experience enormous emotional, financial and physical strain that is associated with poorer health and well-being.

 

1


Table of Contents

According to the Alzheimer’s Association, AD affects an estimated 5.7 million people in the United States, of whom 5.5 million are over the age of 65. With the aging U.S. population, the number is expected to increase to nearly 14 million by 2050. Alzheimer’s Disease International estimates the Western European dementia population at 7.5 million and worldwide dementia population at 46.8 million, of whom 60-70% have AD. The Alzheimer’s Association estimates the direct costs of AD and other dementias in the United States in 2018 to be $277 billion. Despite the far-reaching effects of AD, there are no FDA-approved disease modifying treatments for these patients. Clinical trials in AD have failed for multiple reasons including misdiagnosis of AD patients, poor safety and tolerability, intervention at an inappropriate disease stage, suboptimal dose regimens and insufficient brain levels of active drug. We believe our novel mechanism of action and optimized clinical trial design have the potential to overcome these challenges.

Recent Developments

We conducted two separate clinical investigations using cerebrospinal fluid samples from patients with AD, Mild Cognitive Impairment, or MCI, and other dementias. Based on integrated analyses, we have discovered that the major metabolite of tramiprosate, 3-SPA, is endogenously present in the human brain. Samples from 64 drug-naïve patients with cognitive deficits and 12 patients with AD treated with tramiprosate for 78 weeks in the Phase 3 trial conducted by Bellus in North America were investigated. In addition, we conducted separate preclinical animal studies using oral and intravenous doses of tramiprosate to characterize the pharmacokinetic, or PK, properties and brain penetration of 3-SPA. We also observed in an in vitro study conducted in an independent laboratory that 3-SPA had potent anti-Aß oligomer activity and inhibited aggregation of Aß42 into small oligomers at a 3-SPA:Aß42 concentration ratio comparable to tramiprosate. We believe these data indicate that 3-SPA may constitute a protective endogenous anti-Aß oligomer pathway within the human brain. In the 12 patients with AD who were receiving either 100 mg or 150 mg twice a day of tramiprosate in the Phase 3 trial, the levels of 3-SPA in the cerebrospinal fluid were approximately 10-fold greater than in the 64 drug-naïve patients with AD, MCI or other dementias whose samples were acquired as part of an investigative collaboration with an academic institution. In animal studies, exogenously administered 3-SPA displayed excellent brain penetration. In summary, we believe that these integrated data indicate that after oral administration of ALZ-801, 3-SPA resulting from the metabolism of ALZ-801 penetrates into the brain and exerts a neuroprotective effect. In addition, we believe that the clinical improvements observed in APOE4 positive AD patients in the Phase 3 trials of tramiprosate conducted by Bellus can, in part, be explained by the potential therapeutic effects of increased levels of 3-SPA in the brains of these patients. Based on the safety data from clinical trials of tramiprosate and ALZ-801, it was observed that 3-SPA was well tolerated in humans, and we believe its endogenous nature helps explain the excellent brain penetration of tramiprosate.

Beta Amyloid in Alzheimer’s Disease

Although the precise events that trigger AD are unknown, there is a large body of scientific evidence suggesting that Aß peptides, particularly soluble aggregated forms, or Aß oligomers, cause neuronal damage and cell death leading to the disease. Pathologically, AD is defined by the presence in the brain of insoluble extracellular Aß plaques and intracellular neurofibrillary tangles that are composed primarily of tau protein.

Recent research and clinical trials support the importance of targeting amyloid oligomers early in disease progression, including the following findings:

 

   

Aß oligomer formation begins in AD patients years before clinical signs of the disease appear.

 

   

Accumulation of Aß oligomers in the brain correlates with AD progression.

 

   

Patients with APOE4 have higher levels of Aß oligomers compared to non-carriers, which predisposes them to increased risk and early onset of AD.

 

2


Table of Contents
   

Results from clinical trials of aducanumab in development by Biogen, Inc., or Biogen, and BAN2401 in development by Biogen and Eisai Co., Ltd., both injectable monoclonal antibodies that target Aß oligomers, showed reduced amyloid plaque in the brain and slowing of cognitive decline in mild AD patients.

APOE4 Genotype Marker and Beta-Amyloid Pathology

Apolipoprotein E plays a key role in Aß clearance, neuronal maintenance and repair. The APOE4 variant of the gene that codes for apolipoprotein E is the most important genetic risk factor for AD and an important biomarker for Aß pathology. APOE4 increases Aß production and decreases Aß clearance thereby contributing to a higher burden of neurotoxic Aß oligomers. Epidemiological studies and clinical trials have shown that among AD patients in North America and Europe, 50%-65% possess either one or two copies of the APOE4 gene and 10%-15% have the APOE4/4 homozygous genotype, representing at least 550,000 APOE4/4 homozygous patients in North America and 500,000 in Europe. APOE4 carriers, individuals with one or two copies of the allele, have a four to 12-fold increased risk of developing AD, and an earlier onset of disease, when compared with APOE4 non-carriers. Studies in clinically diagnosed AD patients have shown that amyloid plaque, as measured by positron emission tomography, or PET, imaging or post-mortem pathology, is present in 95% of APOE4 carriers compared with 77% of non-carriers. In subjects with MCI, a noticeable form of cognitive decline that can lead to AD, PET imaging studies have shown that approximately 80% of APOE4/4 homozygous subjects had a high rate of Aß accumulation by age 60, compared to approximately 50% of APOE4 heterozygous subjects, who have one copy of APOE4, and 26% of APOE4 non-carriers. In clinical trials of a potential disease modifying treatment for mild or moderate AD patients, the correlation of APOE4 with abnormal amyloid PET scans was 98% in APOE4/4 homozygotes and 88% in APOE4 heterozygotes, compared to 62% in non-carriers. These findings support the use of APOE4 genotyping as a predictive biomarker to enable identification of AD patients, reduce the potential for clinical misdiagnosis and provide a rationale for conducting clinical trials in APOE4/4 homozygotes with an inhibitor of Aß misfolding and Aß oligomer formation.

Our Solution: ALZ-801, A Novel Beta Amyloid Aggregation Inhibitor

Our lead product candidate, ALZ-801, is a patented, orally administered prodrug of tramiprosate that is designed to inhibit Aß oligomer formation. We believe ALZ-801 has the potential to be differentiated from other emerging therapies targeting AD pathology due to its novel mechanism of action, oral mode of administration and potential efficacy in a genetically-targeted population. Based on our preclinical studies with tramiprosate, we believe that chronic tramiprosate treatment exerts amyloid anti-aggregation activity that is neuroprotective and, over time, may result in a reduction in amyloid neurotoxicity, synaptic dysfunction, neuronal loss and cognitive decline.

In October 2013, FB Health S.p.A., or FB Health, granted us an exclusive, worldwide (excluding Italy), sublicensable license to develop, manufacture and commercialize a group of related compounds that includes ALZ-801. FB Health obtained its rights to the patents, data and know-how that it licensed to us through an exclusive, worldwide, sublicensable license granted by BHI Limited Partnership, an affiliate of Bellus, to FB Health under a separate agreement. Our license from FB Health permits us to develop and commercialize ALZ-801 for all purposes other than the diagnosis or treatment of AA amyloidosis. We also received the exclusive right to use and reference in our regulatory submissions, preclinical and clinical data, including the data from two large Phase 3 trials conducted by Bellus in tramiprosate.

Bellus conducted a Phase 3 trial of tramiprosate in AD in North America, or the North American trial, and initiated a Phase 3 trial in the European Union. Following efficacy results in the North American trial that did not meet the primary endpoints, Bellus terminated its Phase 3 clinical program for oral tramiprosate. We conducted post hoc analyses of the results from the North American trial that suggested tramiprosate had potential efficacy in

 

3


Table of Contents

APOE4/4 homozygotes with mild AD at a dose of 150 mg twice daily. Using ADAS-cog, a research tool for assessing cognitive impairment, we determined that tramiprosate outperformed placebo by 5.4 points at Week 78 of the trial. Furthermore, using CDR-SB, a tool for quantifying cognition and functional performance, we determined that tramiprosate outperformed placebo by 1.25 points at Week 78. These treatment effects were demonstrated on top of standard of care with currently available therapies, and, we believe, represent meaningful clinical benefits.

Based on our analyses, we identified what we believe are key deficiencies in Bellus’ clinical development program: the suboptimal PK performance of oral tramiprosate and the misdiagnosis of AD leading to many patients without AD pathology being enrolled in the trial. We believe that our ALZ-801 development program addresses these deficiencies through the improved PK profile of ALZ-801 and through our focus on APOE4/4 homozygous patients who carry a higher Aß burden and are less likely to be misdiagnosed with AD. In addition, improved gastrointestinal tolerability has been observed in Phase 1 trials of ALZ-801, potentially addressing the nausea, vomiting and weight loss observed with treatment with tramiprosate in the trials conducted by Bellus.

To obtain alignment with the FDA on our plans and trial design for ALZ-801 for the treatment of APOE4/4 homozygous AD patients, we submitted safety data from the tramiprosate Phase 3 trials, together with our APOE4 subgroup efficacy analyses to the FDA prior to a scheduled End-of-Phase 2 meeting. The purpose of an End-of-Phase 2 meeting is to provide the sponsor of a drug with agreement on the safety of proceeding to Phase 3, to evaluate the Phase 3 plan and trial design, and to identify any additional information necessary to support a marketing application. In written responses, the FDA did not consider these subgroup data as supporting the efficacy of tramiprosate in APOE4/4 homozygous AD patients because they are post hoc analyses from a negative study and are based on a small subset. The FDA further indicated that, should our initial Phase 3 trial of ALZ-801 demonstrate efficacy in treating APOE4/4 homozygous patients, we may need to substantiate that evidence through a second adequate and well-controlled clinical study. The FDA indicated that a single study approval would require the Phase 3 trial to demonstrate efficacy that is robust and unquestionable.

The FDA did not, however, raise any objection to our clinical trial designs and authorized us to initiate a Phase 3 program in APOE4/4 homozygous AD patients. In addition, the FDA agreed with the use of tramiprosate clinical and nonclinical data to support the safety database requirements for a New Drug Application submission for ALZ-801. The FDA had no questions regarding the submitted Phase 3 safety analyses of tramiprosate. In October 2017, the FDA designated ALZ-801 as a Fast Track development program for the investigation of AD.

In February 2018, the FDA released draft guidance with respect to early AD trials, which discusses the clinical meaningfulness of cognitive effects, and potentially supports the use of cognitive assessments as primary outcome measures. The European Medicines Agency also issued a new guidance document regarding the clinical investigation of medicines for AD, which suggests that cognitive assessments may potentially serve as primary outcome measures in clinical investigations and further describes the use of APOE4 status and other genetic markers to enrich the AD clinical trial population. We have designed our Phase 2b trial of ALZ-801 with a single primary outcome of assessing the benefit of cognition as measured by ADAS-cog, which we believe is consistent with the recent draft guidance. We are continuing to evaluate our development plans in light of this new guidance, as we believe they could enable us to conduct a more streamlined clinical development program.

Our Platform

We have built a proprietary platform of diverse chemotypes designed to inhibit protein misfolding in neurodegenerative disorders, with an initial focus on AD. Our platform includes multiple proprietary libraries of over 10 unique chemotypes representing chemical diversity of more than 5,000 compounds with the potential to inhibit protein misfolding and disrupt protein-protein interactions, and prevent pathogenic processes leading to neurodegeneration. Our drug discovery platform is engineered to capitalize on our scientific discovery of a novel mechanism of action, featuring specific multi-ligand drug-target interactions. Applying these insights and

 

4


Table of Contents

expertise, we are developing and optimizing the next generation of protein misfolding inhibitors for neurodegenerative diseases.

Our Team

We have assembled a highly experienced management team, board of directors and scientific advisory board to execute on our mission to develop disease modifying therapies for the treatment of neurodegenerative disorders. Our Founder and Chief Executive Officer, Martin Tolar, M.D., Ph.D., is a business leader, drug developer and neuroscientist, with expertise in neurodegeneration and the role of APOE4 in AD. Our Chairman, Jean-Pierre Garnier, Ph.D., has extensive experience in growing and leading pharmaceutical companies as the former Chairman of Actelion and former Chief Executive Officer of GlaxoSmithKline. Our Vice Chairman, Neil Flanzraich, has extensive experience leading life science and biotechnology companies as the former Vice Chairman and President of IVAX Corporation and the Executive Chairman and former Chief Executive Officer of Cantex Pharmaceuticals, Inc. Our scientific advisory board is led by Stanley Prusiner, M.D., a Nobel Prize recipient who pioneered the concept of transmissible protein misfolding as a cause of neurodegeneration. We believe our team, with its deep scientific background, drug development experience and industry-leading business capabilities, positions us to become a leading company developing therapies for neurodegenerative disorders.

Our Strategy

Our objectives are to develop and gain regulatory approval for ALZ-801 for the treatment of AD and leverage our discovery platform to become a leading developer of novel therapeutics to treat AD and other neurodegenerative disorders.

The key elements of our strategy are:

 

   

Advance clinical development of ALZ-801 to approval. We expect to commence a Phase 2b trial of ALZ-801 in the United States and, possibly, internationally, for the treatment of APOE4/4 homozygotes with early to mild AD in the first half of 2019. We have commenced a Phase 1b clinical trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

 

   

Commercialize ALZ-801 ourselves and in collaboration with one or more pharmaceutical companies. To commercialize ALZ-801, if approved, we intend to establish an internal sales and marketing team to target AD specialists in the United States and Europe. For the U.S. and European primary care AD markets, we intend to seek one or more marketing collaborations with pharmaceutical or biotechnology companies. We expect to seek separate development and commercialization collaborators in Japan and other parts of Asia.

 

   

Evaluate the development of ALZ-801 for other AD populations. After our initial focus on APOE4/4 homozygous AD patients, we plan to evaluate ALZ-801 in AD patients with one or no copies of the APOE4 gene who have brain Aß pathology. We also plan to develop ALZ-801 for patients with earlier stages of disease, such as prodromal AD or MCI.

 

   

Evaluate ALZ-801 for selected additional causes of dementia and other disorders. Protein misfolding and aggregation of Aß into neurotoxic oligomers may play a role in the pathology and cognitive impairment associated with other disorders, including Down syndrome, post-traumatic encephalopathy, inclusion body myositis and Parkinson’s disease. Based on its mechanism of action, we plan to investigate ALZ-801 in selected additional indications if we generate favorable data for ALZ-801 in AD.

 

   

Leverage our proprietary chemistry platform to develop therapeutics for other neurodegenerative disorders caused by protein misfolding. We have an extensive proprietary library of compounds designed to inhibit the misfolding of Aß and other proteins associated with neurodegenerative diseases. We are

 

5


Table of Contents
 

investigating the next generation of protein misfolding inhibitors and intend to progress one or more of these compounds through IND submission. Our lead preclinical candidate, ALZ-1903, is a new chemical entity and a more potent inhibitor of Aß misfolding.

 

   

Expand our pipeline through in-licensing and acquisitions. We intend to leverage our expertise in drug development and business development to evaluate product candidates that are complementary to ALZ-801 and our therapeutic platform for neurodegenerative and psychiatric disorders.

Risks Associated with Our Business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks are:

 

   

We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability.

 

   

Even if this offering is successful, we will require additional capital to fund our operations, and if we fail to obtain necessary funding, we may not be able to complete the development and commercialization of ALZ-801.

 

   

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

 

   

We are heavily dependent on the success of ALZ-801, our lead product candidate, which is still under clinical development, and if ALZ-801 does not receive regulatory approval or is not successfully commercialized, our business may be harmed.

 

   

We have concentrated our research and development efforts on the treatment of AD, a disease that has seen limited success in drug development. Further, ALZ-801 is based on a new approach to treating AD, which makes it difficult to predict the time and cost of development and subsequently obtaining regulatory approval.

 

   

Clinical trials are expensive, time-consuming, difficult to design and implement, and involve an uncertain outcome.

 

   

Results of preclinical studies, early clinical trials or analyses may not be indicative of results obtained in later trials.

 

   

Our license agreement with FB Health for ALZ-801 is important to our business, and if we are unable to meet our obligations under this agreement, our business could be adversely affected.

 

   

We are obligated under the license agreement with FB Health to dose a patient in a clinical trial with ALZ-801 no later than October 2018. If we are unable to dose a patient by October 2018, if the dosing of this first patient in our Phase 1b trial does not satisfy our remaining clinical development obligations, or if we are unable to satisfy our ongoing obligations under our license agreement with FB Health, we may lose our license with FB Health that covers ALZ-801, as well as the rights to any clinical trial data for tramiprosate, which would materially harm, and possibly terminate, our clinical development of ALZ-801.

 

   

If we are unable to obtain and maintain patent protection for our technology and products or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our target markets.

Our Corporate Information

We were incorporated under the laws of the State of Delaware in 2013. Our principal executive offices are located at 111 Speen Street, Suite 306, Framingham, Massachusetts 01701 and our telephone number is (508)

 

6


Table of Contents

861-7709. Our website address is www.alzheon.com. The information contained in, or accessible through, our website does not constitute a part of this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

 

   

being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;

 

   

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 

   

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a large accelerated filer, our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

7


Table of Contents

THE OFFERING

 

Common stock offered by us

2,500,000 shares

 

Common stock to be outstanding after this offering

12,768,967 shares (or 13,143,967 shares if the underwriters exercise their over-allotment option in full)

 

Over-allotment option

375,000 shares

 

Use of proceeds

We anticipate that we will use the net proceeds of this offering to advance the Phase 2b clinical development of our lead product candidate, ALZ-801, and the remainder, if any, to fund new and ongoing research and development activities and for working capital and other general corporate purposes. See “Use of Proceeds” beginning on page 59.

 

Risk factors

See “Risk Factors” beginning on page 12 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.

 

Proposed Nasdaq Global Market symbol

“ALZH”

The number of shares of our common stock to be outstanding after this offering is based on 4,838,321 shares of our common stock outstanding as of August 31, 2018, which includes 58,058 shares of restricted stock subject to repurchase, and excludes:

 

   

1,652,503 shares of common stock issuable upon exercise of stock options outstanding as of August 31, 2018, at a weighted-average exercise price of $4.82 per share;

 

   

1,315,000 shares of our common stock that will become available for future issuance under our 2018 Incentive Award Plan, or the 2018 Plan, which will become effective in connection with this offering, as well as shares of our common stock that become available pursuant to provisions in our 2018 Plan that automatically increase the share reserve under the 2018 Plan;

 

   

164,000 shares of our common stock that will become available for future issuance under our 2018 Employee Stock Purchase Plan, or the 2018 ESPP, which will become effective in connection with this offering, as well as shares of our common stock that become available pursuant to provisions in our 2018 ESPP that automatically increase the share reserve under the 2018 ESPP; and

 

   

202,536 shares of our common stock issuable upon the exercise of warrants outstanding as of August 31, 2018, at a weighted-average exercise price of $4.27 per share.

Unless otherwise indicated, this prospectus reflects and assumes the following:

 

   

the automatic conversion of all outstanding shares of our preferred stock into an aggregate of 5,430,646 shares of our common stock upon the closing of this offering;

 

   

our Series B preferred stock will automatically convert into an aggregate of 1,961,439 shares of our common stock. If the initial public offering price per share in this offering is less than $12.50, then the number of shares issuable upon conversion of our Series B preferred stock will increase, see “Capitalization—Series B Preferred Stock”;

 

8


Table of Contents
   

no exercise of outstanding options or warrants described above after August 31, 2018;

 

   

the filing of our restated certificate of incorporation and the adoption of our amended and restated bylaws, which will occur upon the closing of this offering; and

 

   

no exercise by the underwriters of their over-allotment option or the warrants to purchase 50,000 shares of our common stock at an exercise price per share equal to 130% of the initial public offering price per share or $18.20, based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, that may, under certain circumstances, be issued to the representatives of the underwriters in connection with this offering.

 

9


Table of Contents

SUMMARY FINANCIAL DATA

You should read the following summary financial data together with our financial statements and the related notes appearing at the end of this prospectus and the “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus. We have derived the statement of operations data for the years ended December 31, 2016 and December 31, 2017 and balance sheet data as of December 31, 2017 from our audited financial statements appearing at the end of this prospectus. The statements of operations data for the six months ended June 30, 2017 and 2018 and the balance sheet data as of June 30, 2018 have been derived from our unaudited financial statements appearing at the end of this prospectus and have been prepared on the same basis as the audited financial statements. In the opinion of management, the unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements. Our historical results are not necessarily indicative of results that should be expected in any future period, and our results for any interim period are not necessarily indicative of results that should be expected for any full year.

 

     Year Ended December 31,     Six Months Ended June 30,  
     2016     2017     2017     2018  
    

(in thousands, except for

share and per share data)

 

Statement of Operations Data:

        

Revenue

   $ —     $ —     $ —     $ —  

Operating expenses:

        

Research and development

     4,329       1,744       747       1,643  

General and administrative

     2,603       2,308       1,232       3,949  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     6,932       4,052       1,979       5,592  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (6,932     (4,052     (1,979     (5,592

Other income (expense):

        

Interest income (expense), net

     (765     (353     (362     14  

Debt conversion charge

     —       (1,045     (1,045     —    
  

 

 

   

 

 

   

 

 

   

 

 

 
     (765     (1,398     (1,407     14  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (7,697   $ (5,450   $ (3,386   $ (5,578
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share—basic and diluted(1)

   $ (1.68   $ (1.16   $ (0.72   $ (1.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—basic and diluted(1)

     4,583,868       4,716,678       4,683,757       4,771,124  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)   See Note 13 to our financial statements appearing at the end of this prospectus for further details on the calculation of basic and diluted net loss per common share.

 

     As of June 30, 2018  
     Actual      Pro Forma(2)      Pro Forma
As Adjusted(3)
 
     (in thousands)  

Balance Sheet Data:

  

Cash and cash equivalents

   $ 3,141      $ 4,841      $ 36,241  

Working capital(1)

     1,427        3,127        34,527  

Total assets

     3,252        4,952        36,352  

Total stockholders’ equity

     1,470        3,170        34,570  

 

(1)   We define working capital as current assets less current liabilities.

 

10


Table of Contents
(2)   The pro forma balance sheet data give effect to (i) the sale by us of 375,248 shares of Series B Preferred Stock after June 30, 2018 for gross proceeds of $1.7 million and (ii) the automatic conversion of all outstanding shares of our preferred stock into 5,430,646 shares of our common stock upon the closing of this offering. If the initial public offering price per share in this offering is less than $12.50, then the number of shares issuable upon conversion of our preferred stock will increase. See “Capitalization—Series B Preferred Stock.”
(3)   The pro forma as adjusted balance sheet data give further effect to our issuance and sale of 2,500,000 shares of our common stock in this offering at an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $2.3 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. At an assumed initial public offering price of $15.00 per share, the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity would increase by approximately $2.0 million, assuming the number of shares offered by us, as set forth on the cover page of the prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase in the initial public offering price above $15.00 per share would increase the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $2.3 million, assuming the number of shares offered by us, as set forth on the cover of the prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offer costs payable by us. A decrease of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $13.0 million, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, to 3,500,000 shares would increase the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $12.5 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the assumed initial public offering price stays the same. Each increase of 1,000,000 in the number of shares offered by us above 3,500,000 would increase the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $12.9 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the initial public offering price stays the same.

 

11


Table of Contents

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our common stock. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Financial Position and Need for Additional Capital

We have incurred significant losses since inception and anticipate that we will continue to incur losses for the foreseeable future. We are not currently profitable, and we may never achieve or sustain profitability. If we are unable to achieve or sustain profitability, the market value of our common stock will likely decline.

We are a clinical stage biopharmaceutical company with a limited operating history and have incurred significant losses since our formation. We had net losses of $7.7 million, $5.5 million and $5.6 million for the years ended December 31, 2016 and 2017 and the six months ended June 30, 2018, respectively. As of June 30, 2018, we had an accumulated loss of $30.2 million. We have not commercialized any products and have never generated revenue from the commercialization of any product. To date, we have devoted most of our financial resources to licensing product candidates and research and development, including our preclinical platform development activities and clinical trials.

We expect to incur significant additional operating losses for the next several years, at least, as we advance ALZ-801 and any other product candidate through clinical development, complete clinical trials, seek regulatory approval and commercialize ALZ-801 or any other product candidate, if approved. The costs of advancing product candidates into each clinical phase tend to increase substantially over the duration of the clinical development process. Therefore, the total costs to advance any of our product candidates to marketing approval in even a single jurisdiction will be substantial. Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to begin generating revenue from the commercialization of any products or achieve or maintain profitability. Our expenses will also increase substantially if and as we:

 

   

commence our Phase 2b trial of ALZ-801 in Alzheimer’s disease, or AD, or conduct clinical trials for any other product candidates;

 

   

are required by the U.S. Food and Drug Administration, or FDA, to complete two Phase 3 trials to support a New Drug Application, or NDA, for ALZ-801;

 

   

develop ALZ-801 for other neurodegenerative disorders and develop other product candidates;

 

   

establish a sales, marketing and distribution infrastructure to commercialize ALZ-801, if approved, and for any other product candidates for which we may obtain marketing approval;

 

   

maintain, expand and protect our intellectual property portfolio;

 

   

hire additional clinical, scientific and commercial personnel;

 

   

add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, as well as to support our transition to a public reporting company; and

 

   

acquire or in-license other product candidates or technologies.

Furthermore, our ability to successfully develop, commercialize and license any product candidates and generate product revenue is subject to substantial additional risks and uncertainties, as described under “—Risks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval” and “—Risks Related to Commercialization.” As a result, we expect to continue to incur net losses and negative cash flows for the

 

12


Table of Contents

foreseeable future. These net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital. The amount of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues. If we are unable to develop and commercialize one or more product candidates, either alone or through collaborations, or if revenues from any product that receives marketing approval are insufficient, we will not achieve profitability. Even if we do achieve profitability, we may not be able to sustain profitability or meet outside expectations for our profitability. If we are unable to achieve or sustain profitability or to meet outside expectations for our profitability, the value of our common stock will be materially and adversely affected.

Even if this offering is successful, we will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of ALZ-801.

We expect to spend substantial amounts to complete the development of, seek regulatory approvals for and, if approved, commercialize ALZ-801. These expenditures will include costs related to the Phase 2b trial and Phase 3 clinical development of ALZ-801 in AD, and costs associated with our license agreement with FB Health S.p.A., or FB Health, under which we are obligated to make royalty payments in connection with the sale of resulting products and licensing revenues.

We anticipate that we will use the net proceeds of this offering to advance the Phase 2b clinical development of our lead product candidate, ALZ-801, and the remainder, if any, to fund new and ongoing research and development activities and for working capital and other general corporate purposes.

Even with the net proceeds of this offering, we will require additional capital to enable us to complete the development and commercialization of ALZ-801, if approved, for the treatment of AD and other potential indications, which we may acquire through equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative effect on our financial condition and our ability to pursue our business strategy. In addition, attempting to secure additional financing may divert the time and attention of our management from day-to-day activities and harm our development efforts.

Based upon our current operating plan, we believe that the net proceeds from this offering and our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least the next 24 months. This estimate and our expectation regarding the sufficiency of the net proceeds of this offering to advance the clinical development of ALZ-801 are based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect, or our Phase 2b trial may be more expensive, time-consuming or difficult to design or implement than we currently anticipate. Changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. Because the length of time and activities associated with successful development of ALZ-801 is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities. Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

 

   

the initiation, progress, timing, costs and results of our Phase 2b trial for ALZ-801, additional development plans for ALZ-801 and the development of any other product candidates;

 

   

the outcome, timing and cost of meeting regulatory requirements established by the FDA and other comparable foreign regulatory authorities;

 

   

the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights;

 

13


Table of Contents
   

the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against us;

 

   

the effect of competing technological and market developments;

 

   

the cost and timing of completion of commercial-scale manufacturing activities;

 

   

the costs of operating as a public company;

 

   

the extent to which we in-license or acquire other product candidates or technologies;

 

   

the cost of establishing sales, marketing and distribution capabilities for ALZ-801;

 

   

our ability to establish and maintain collaborations on favorable terms, if at all; and

 

   

the initiation, progress and timing of our commercialization of ALZ-801, if approved.

If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of ALZ-801 or potentially discontinue operations.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our recurring losses from operations raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements for the year ended December 31, 2017 with respect to this uncertainty. Our ability to continue as a going concern will require us to obtain additional funding. We believe that the net proceeds from this offering and our existing cash and cash equivalents will be sufficient to fund our current operating plans through at least the next 12 months. We have based these estimates, however, on assumptions that may prove to be wrong, and we could spend our available financial resources much faster than we currently expect and need to raise additional funds sooner than we anticipate. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce or eliminate our research and development programs and commercialization efforts.

Raising additional capital may cause dilution to our stockholders, including purchasers of common stock in this offering, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Until such time, if ever, as we can generate substantial revenue, we may finance our cash needs through a combination of equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources. We do not currently have any committed external source of funds. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, intellectual property, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate product candidate development or future commercialization efforts.

 

14


Table of Contents

We have a limited operating history and no history of commercializing pharmaceutical products, which may make it difficult to evaluate the prospects for our future viability.

We were established and began operations in 2013. Our operations to date have been limited to financing and staffing our company, licensing product candidates, developing ALZ-801 for the treatment of AD and conducting preclinical studies and clinical trials for ALZ-801. We have not yet demonstrated the ability to successfully complete a large-scale, pivotal clinical trial, obtain marketing approval, manufacture a commercial scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Consequently, predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing pharmaceutical products.

In addition, as a business with a limited operating history, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We will eventually need to transition from a company with a research focus to a company capable of supporting commercial activities. We may not be successful in such a transition and, as a result, our business may be adversely affected.

As we continue to build our business, we expect our financial condition and operating results may fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond our control. Accordingly, you should not rely upon the results of any particular quarterly or annual period as indications of future operating performance.

We may be required to make significant payments and are required to meet certain clinical development obligations under our license of ALZ-801 from FB Health.

In October 2013, we acquired rights to ALZ-801 pursuant to a license agreement with FB Health, or the FB Health Agreement. Under the FB Health Agreement, we are subject to significant obligations, including royalties on product sales, clinical development obligations as well as other material obligations. Under the FB Health Agreement, we will be obligated to pay FB Health (or to Bellus at the request of FB Health) a fixed single digit percentage royalty based on net sales of ALZ-801 and single digit percentage of all licensing revenues. The FB Health Agreement also obligates us to make any payments that may become due under pre-existing agreements between Bellus Health, Inc., or Bellus, and Parteq Research and Development Innovations, or Parteq, and Bellus and Her Majesty the Queen in Right of Canada, or TPC, related to the development and commercialization of licensed products, including payments per regulatory approval milestone in the low to mid six digits and low single digit percentage royalty payments on gross sales to Parteq and high single digit percentage payments on gross revenue to TPC up to a maximum of low eight digit payments. If these payments become due under the terms of the FB Health Agreement, we may not have sufficient funds available to meet our obligations and our development efforts may be materially harmed. In addition, we are obligated to dose a patient in a clinical trial with ALZ-801 no later than October 2018. We believe that we will meet this obligation with the dosing of the first patient in our Phase 1b trial. However, if we are unable to dose a patient by October 2018, if the dosing of this first patient does not satisfy our remaining clinical development obligations or if we are unable to satisfy our ongoing obligations under the FB Health Agreement, we may lose our license with FB Health that covers ALZ-801, as well as the rights to any clinical trial data for tramiprosate, which would materially harm, and possibly terminate, our clinical development of ALZ-801.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of December 31, 2017, we had net operating loss carryforwards, or NOLs, of $10.3 million for federal income tax purposes and $9.1 million for state income tax purposes, which may be available to offset our future taxable income, if any, and begin to expire in various amounts in 2032, provided that NOLs generated after December 31, 2017 will not be subject to expiration. In general, under Sections 382 and 383 of the U.S. Internal

 

15


Table of Contents

Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change NOLs to offset future taxable income. If the U.S. Internal Revenue Service challenges our analysis that existing NOLs will not expire before utilization due to previous ownership changes, or if we undergo an ownership change in connection with or after this offering, our ability to use our NOLs could be limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code. Furthermore, our ability to use NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to use a material portion of the NOLs, even if we attain profitability. The reduction of the corporate tax rate under recently-enacted U.S. tax legislation may cause a reduction in the economic benefit of our NOLs and other deferred tax assets available to us.

Risks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval

We are heavily dependent on the success of ALZ-801, our most advanced product candidate, which is still under clinical development, and if ALZ-801 does not receive regulatory approval or is not successfully commercialized, our business may be harmed.

To date, we have invested a significant portion of our efforts and financial resources in the development of ALZ-801 for the treatment of AD. Our future success is substantially dependent on our ability to successfully complete clinical development for, obtain regulatory approval for and successfully commercialize ALZ-801, which may never occur. We currently have no products that are approved for commercial sale and may never be able to develop a marketable product. We expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to ALZ-801, which will require additional clinical development, management of clinical and manufacturing activities, regulatory approval in multiple jurisdictions, obtaining manufacturing supply, building of a commercial organization, substantial investment and significant marketing efforts before we can generate any revenues from any commercial sales. We cannot be certain that we will be able to successfully complete any of these activities.

The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of drug products are subject to extensive regulation by the FDA and comparable regulatory authorities in other countries. We are not permitted to market ALZ-801 in the United States until we receive approval of an NDA from the FDA, or in any foreign countries until we receive the requisite approval from such countries. We have not submitted an NDA to the FDA or comparable applications to other regulatory authorities for ALZ-801 and may not be in a position to do so for several years, if ever. If we are unable to obtain the necessary regulatory approvals for ALZ-801, we will not be able to commercialize ALZ-801 in AD and our financial position will be materially adversely affected and we may not be able to generate sufficient revenue to continue our business.

Clinical trials are expensive, time-consuming and difficult to design and implement, and involve an uncertain outcome.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. We may experience delays in initiating and completing any clinical trials that we intend to conduct, and we do not know whether planned clinical trials, including our Phase 2b trial for ALZ-801, will begin on time, need to be redesigned, enroll patients on time or be completed on schedule, or at all. Clinical trials can be delayed for a variety of reasons, including delays related to:

 

   

the FDA or comparable foreign regulatory authorities disagreeing as to the design or implementation of our clinical studies;

 

   

obtaining regulatory approval to commence a trial;

 

   

reaching an agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

 

16


Table of Contents
   

obtaining Institutional Review Board, or IRB, approval at each site, or Independent Ethics Committee, or IEC, approval at sites outside the United States;

 

   

recruiting suitable patients to participate in a trial in a timely manner and in sufficient numbers;

 

   

having patients complete a trial or return for post-treatment follow-up;

 

   

imposition of a clinical hold by regulatory authorities, including as a result of unforeseen safety issues or side effects or failure of trial sites to adhere to regulatory requirements or follow trial protocols;

 

   

clinical sites deviating from trial protocol or dropping out of a trial;

 

   

addressing patient safety concerns that arise during the course of a trial;

 

   

adding a sufficient number of clinical trial sites; or

 

   

manufacturing sufficient quantities of product candidate for use in clinical trials.

We could also encounter delays if a clinical trial is suspended or terminated by us, the IRBs or IECs of the institutions in which such trials are being conducted, the Data Safety Monitoring Board, or DSMB, for such trial or the FDA or other regulatory authorities. Such authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Furthermore, we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and, while we have agreements governing their committed activities, we have limited influence over their actual performance, as described in “—Risks Related to Our Dependence on Third Parties.”

Our most advanced product candidate, ALZ-801, is still in development and will require the successful completion of one or more Phase 3 trials before we are prepared to submit an NDA for regulatory approval. We cannot predict with any certainty if or when we might complete the development of ALZ-801 and submit an NDA for regulatory approval of ALZ-801 or whether any such NDA will be approved by the FDA. We submitted an investigational new drug application, or IND, for ALZ-801 in October 2015, and during End-of-Phase-2 discussions with the FDA in February 2016, the FDA indicated that our design of a Phase 3 trial for ALZ-801 in APOE4/4 homozygous patients with mild AD was acceptable. The FDA has since issued draft guidance with respect to early AD trials, which discusses the clinical meaningfulness of cognitive effects, and potentially supports the use of cognitive assessments as primary outcome measures. We have designed our Phase 2b trial of ALZ-801 with a single primary outcome of assessing the benefit of cognition as measured by ADAS-cog, which we believe is consistent with the draft guidance. We may seek additional feedback from the FDA on our ALZ-801 clinical development program, and the FDA may not provide such feedback on a timely basis, or such feedback may not be favorable, which could further delay our development program.

If we experience delays in the commencement or completion of any clinical trials, or if we terminate a clinical trial prior to completion, the commercial prospects of ALZ-801 or any other product candidate we develop could be harmed, and our ability to generate revenues may be delayed. In addition, any delays in our clinical trials could increase our costs, slow the development and approval process and jeopardize our ability to commence product sales and generate revenues. Any of these occurrences may harm our business, financial condition and results of operations. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.

Principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and receive compensation in connection with such services. Under certain circumstances, we may be

 

17


Table of Contents

required to report some of these relationships to the FDA. The FDA may conclude that a financial relationship between us and a principal investigator has created a conflict of interest or otherwise affected interpretation of a clinical trial. The FDA may therefore question the integrity of the data generated at the applicable clinical trial site and the utility of the clinical trial itself may be jeopardized. This could result in a delay in approval, or rejection, of our marketing applications by the FDA and may ultimately lead to the denial of marketing approval of a product candidate.

In addition, we licensed worldwide rights (excluding Italy) to ALZ-801 in October 2013, and were not involved in or able to control the development of ALZ-801 prior to that time. We are dependent on Bellus having conducted such research and development in accordance with the applicable protocol and legal, regulatory and scientific standards, having accurately reported the results of all clinical trials conducted prior to obtaining our license of ALZ-801 and having correctly collected and interpreted the data from these trials. If Bellus did not comply with protocols or required standards or accurately collect, report or interpret results, then we could incur increased costs and will experience delays in the development of ALZ-801, which could adversely affect our financial position and delay our ability to commercialize ALZ-801.

The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for ALZ-801 or any other product candidates, our business will be substantially harmed.

The time required to obtain approval by the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any product candidate and it is possible that we will never obtain regulatory approval for ALZ-801 or any other product candidate. We are not permitted to market any of our product candidates in the United States until we receive regulatory approval of an NDA from the FDA.

Prior to obtaining approval to commercialize a product candidate in the United States or abroad, we must demonstrate with substantial evidence from well-controlled clinical trials, and to the satisfaction of the FDA or foreign regulatory agencies, that such product candidates are safe and effective for their intended uses. Results from preclinical studies and clinical trials can be interpreted in different ways. Even if we believe the preclinical or clinical data for our product candidates are promising, such data may not be sufficient to support approval by the FDA and other regulatory authorities. For example, based on our post hoc analyses, we believe that data from Bellus’ prior Phase 3 trials of tramiprosate provide evidence of clinical benefit among APOE4/4 homozygous AD patients. However, the FDA did not consider these data as supporting the efficacy of tramiprosate in APOE4/4 homozygous AD patients because they are post hoc analyses from a negative study and are based on a small sample subset. If the results of Phase 3 trials of ALZ-801 we conduct are similar to those observed in Bellus’ Phase 3 trials of tramiprosate, we may be unable to obtain approval of ALZ-801 for the treatment of APOE4/4 homozygous patients with early to mild AD. The FDA may also require us to conduct additional preclinical studies or clinical trials for our product candidates either prior to or post-approval, or it may object to elements of our clinical development program. For example, the FDA indicated that, should an initial Phase 3 trial of ALZ-801 demonstrate efficacy in treating APOE4/4 homozygous patients, we may need to substantiate that evidence through a second adequate and well-controlled clinical study; that a single study approval would require the Phase 3 trial to demonstrate efficacy that is robust and unquestionable; and that the circumstances under which a single adequate and controlled study can be used as the sole basis of demonstrating efficacy of a drug are exceptional.

The FDA or any foreign regulatory bodies can delay, limit or deny approval of our product candidates or require us to conduct additional preclinical or clinical testing or abandon a program for many reasons, including:

 

   

the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

 

18


Table of Contents
   

we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication;

 

   

serious and unexpected drug-related side effects experienced by participants in our clinical trials or by individuals using drugs similar to our product candidates, or other products containing the active ingredient in our product candidates;

 

   

negative or ambiguous results from our clinical trials or results that may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

 

   

we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

 

   

the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

 

   

the data collected from clinical trials of our product candidates may not be acceptable or sufficient to support the submission of an NDA or other submission or to obtain regulatory approval in the United States or elsewhere, and we may be required to conduct additional clinical trials;

 

   

the FDA’s or the applicable foreign regulatory agency’s disagreement regarding the formulation, labeling and/or the specifications of our product candidates;

 

   

the FDA or comparable foreign regulatory authorities may fail to approve or find deficiencies with the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

 

   

the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

Of the large number of drugs in development, only a small percentage successfully complete the regulatory approval processes and are commercialized. This lengthy approval process, as well as the unpredictability of future clinical trial results, may result in our failing to obtain regulatory approval to market ALZ-801 or another product candidate, which would significantly harm our business, results of operations and prospects.

In addition, the FDA or the applicable foreign regulatory agency also may approve a product candidate for a more limited indication or patient population than we originally requested, and the FDA or applicable foreign regulatory agency may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates.

We have concentrated our research and development efforts on the treatment of AD, a disease that has seen limited success in drug development. Further, ALZ-801 is based on a new approach to treating AD, which makes it difficult to predict the time and cost of development and subsequent obtaining of regulatory approval.

Efforts by biopharmaceutical and pharmaceutical companies in treating AD have seen limited success in drug development, and there are no FDA-approved disease modifying therapeutic options available for patients with AD. We cannot be certain that our approach will lead to the development of approvable or marketable products. The only drugs approved by the FDA to treat AD to date address the disease’s symptoms. As a result, the FDA has a limited set of products to rely on in evaluating ALZ-801. This could result in a longer than expected regulatory review process, increased expected development costs or the delay or prevention of commercialization of ALZ-801 for the treatment of AD.

 

19


Table of Contents

Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. We may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of our clinical trials, and even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our trials. Patient enrollment and retention in clinical trials depends on many factors, including:

 

   

the patient eligibility criteria defined in the protocol;

 

   

the size of the patient population required for analysis of the trial’s primary endpoints;

 

   

the nature of the trial protocol;

 

   

the existing body of safety and efficacy data with respect to the product candidate;

 

   

the proximity of patients to clinical sites;

 

   

our ability to recruit clinical trial investigators with the appropriate competencies and experience;

 

   

clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating;

 

   

competing clinical trials being conducted by other companies or institutions;

 

   

our ability to maintain patient consents; and

 

   

the risk that patients enrolled in clinical trials will drop out of the trials before completion.

We intend to conduct our Phase 2b trial of ALZ-801 in a subset of AD patients who have two APOE4 alleles and are conducting our Phase 1b trial in a subset of AD patients who have one or two APOE4 alleles. We cannot be sure that we will be able to identify a sufficient number of patients with this genotype in a timely manner to initiate the trial at the target date, or in sufficient numbers to complete the trial. Furthermore, any negative results we may report in clinical trials of any product candidate may make it difficult or impossible to recruit and retain patients in other clinical trials of that same product candidate. Delays or failures in planned patient enrollment or retention may result in increased costs or program delays, which could have a harmful effect on our ability to develop a product candidate or could render further development impossible.

Results of preclinical studies, early clinical trials or analyses may not be indicative of results obtained in later trials.

The results of preclinical studies, early clinical trials or analyses of our product candidates, including our post hoc analyses of ALZ-801, may not be predictive of the results of later-stage clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. For example, ALZ-801 is a prodrug of tramiprosate. Tramiprosate failed to show efficacy against placebo in a Phase 3 trial for AD. In addition, conclusions based on promising data from analyses of clinical results, such as our post hoc analyses of Phase 3 trial results for tramiprosate, may be shown to be incorrect when implemented in prospective clinical trials. Even if our Phase 2b trial, Phase 1b trial and any other clinical trials for ALZ-801 are completed as planned, we cannot be certain that their results will support the safety and efficacy sufficient to obtain regulatory approval. In its written response to our 2016 End-of-Phase 2 questions, the FDA provided an additional comment indicating that the ALZ-801 prescribing information will need to be clear, and supported by evidence, about the indications for use and the efficacy in the identified population.

 

20


Table of Contents

Interim “top-line” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, we may publish interim “top-line” or preliminary data from our clinical studies. Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Preliminary or “top-line” data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, interim and preliminary data should be viewed with caution until the final data are available. Adverse differences between preliminary or interim data and final data could significantly harm our business prospects.

Our product candidates may cause serious adverse events or undesirable side effects, which may delay or prevent marketing approval, or, if approved, require them to be taken off the market, require them to include safety warnings or otherwise limit their sales.

Serious adverse events or undesirable side effects caused by ALZ-801 or any other product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign authorities. Results of any clinical trial we conduct could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics. Patients treated with tramiprosate, the active agent of ALZ-801, have experienced adverse events that include nausea, vomiting, weight loss, diarrhea, falls, dizziness, urinary tract infection and upper respiratory infection in the trials conducted by Bellus. To date, subjects treated with ALZ-801 have experienced adverse events that include mild nausea and sporadic instances of vomiting.

If unacceptable side effects arise in the development of our product candidates, we, the FDA or the IRBs at the institutions in which our studies are conducted, or the DSMB, if constituted for our clinical trials, could recommend a suspension or termination of our clinical trials, or the FDA or comparable foreign regulatory authorities could order us to cease further development of or deny approval of a product candidate for any or all targeted indications. In addition, drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete a trial or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff. We expect to have to train medical personnel using our product candidates to understand the side effect profiles for our clinical trials and upon any commercialization of any of our product candidates. Inadequate training in recognizing or managing the potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm our business, financial condition and prospects significantly.

Additionally, if one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including:

 

   

regulatory authorities may withdraw approvals of such product;

 

   

regulatory authorities may require additional warnings on the label, such as a “black box” warning or contraindication;

 

   

additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof;

 

   

we may be required to implement a Risk Evaluation and Mitigation Strategy, or REMS, or create a medication guide outlining the risks of such side effects for distribution to patients;

 

   

we could be sued and held liable for harm caused to patients;

 

   

the product may become less competitive; and

 

   

our reputation may suffer.

 

21


Table of Contents

Any of these events could prevent us from achieving or maintaining market acceptance of a product candidate, if approved, and could significantly harm our business, results of operations and prospects.

The market opportunities for ALZ-801, if approved, may be smaller than we anticipate.

We expect to initially seek approval of ALZ-801 as a therapy for APOE4/4 homozygous patients with early to mild AD. Our projections of the number of APOE4/4 homozygous AD patients are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature, patient foundations and market research, and may prove to be incorrect. Further, new sources may reveal a change in the estimated number of APOE4/4 homozygous AD patients, and the number of patients may turn out to be lower than expected. Additionally, the potentially addressable patient population for our current programs or future product candidates may be limited. Even if we obtain significant market share for any product candidate, if approved, if the potential target populations are small, we may never achieve profitability without obtaining marketing approval for additional indications, including additional subsets of AD patients.

We have never obtained marketing approval for a product candidate and we may be unable to obtain, or may be delayed in obtaining, marketing approval for any of our product candidates.

We have never obtained marketing approval for a product candidate. It is possible that the FDA may refuse to accept for substantive review any NDAs that we submit for our product candidates or may conclude after review of our data that our application is insufficient to obtain marketing approval of our product candidates. If the FDA does not accept or approve our NDAs for our product candidates, it may require that we conduct additional clinical, preclinical or manufacturing validation studies and submit that data before it will reconsider our applications. Depending on the extent of these or any other FDA-required studies, approval of any NDA that we submit may be delayed, or may require us to expend more resources than we have available. It is also possible that additional studies, if performed and completed, may not be considered sufficient by the FDA to approve our NDAs.

Any delay in obtaining, or an inability to obtain, marketing approvals would prevent us from commercializing our product candidates, generating revenues and achieving and sustaining profitability. If any of these outcomes occur, we may be forced to abandon our development efforts for our product candidates, which could significantly harm our business.

Even if we obtain FDA approval for ALZ-801 or any other product candidate in the United States, we may never obtain approval for or commercialize ALZ-801 or other product candidate in any other jurisdiction, which would limit our ability to realize their full market potential.

In order to market any products in any particular jurisdiction, we must establish and comply with numerous and varying regulatory requirements on a country-by-country basis regarding safety and efficacy. Approval by the FDA in the United States does not ensure approval by regulatory authorities in other countries or jurisdictions. However, the failure to obtain approval in one jurisdiction may negatively impact our ability to obtain approval elsewhere. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country.

Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and increased costs for us and require additional preclinical studies or clinical trials which could be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our products in those countries. We do not have any product candidates approved for sale in any jurisdiction, including in international markets, and we do not have experience in obtaining regulatory approval in international markets. If we fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, our target

 

22


Table of Contents

market will be reduced and our ability to realize the full market potential of any product we develop will be unrealized.

Even if we obtain regulatory approval for ALZ-801 or any product candidate, we will still face extensive and ongoing regulatory requirements and obligations and any product candidates, if approved, may face future development and regulatory difficulties.

Any product candidate for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, packaging, distribution, adverse event reporting, storage, recordkeeping, export, import, advertising and promotional activities for such product, among other things, will be subject to extensive and ongoing requirements of and review by the FDA and other regulatory authorities. These requirements include submissions of safety and other post-marketing information and reports, establishment registration and drug listing requirements, continued compliance with current Good Manufacturing Practice, or cGMP, requirements relating to manufacturing, quality control, quality assurance and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians and recordkeeping and Good Clinical Practice, or GCP, requirements for any clinical trials that we conduct post-approval.

Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses for which the product candidate may be marketed or to the conditions of approval, including a requirement to implement a REMS. If any of our product candidates receive marketing approval, the accompanying label may limit the approved indicated use of the product candidate, which could limit sales of the product candidate. The FDA may also impose requirements for costly post-marketing studies or clinical trials and surveillance to monitor the safety or efficacy of a product. The FDA closely regulates the post-approval marketing and promotion of drugs to ensure drugs are marketed only for the approved indications and in accordance with the provisions of the approved labeling. The FDA imposes stringent restrictions on manufacturers’ communications regarding off-label use, and if we market our products for uses beyond their approved indications, we may be subject to enforcement action for off-label marketing. Violations of the Federal Food, Drug, and Cosmetic Act, or FDCA, relating to the promotion of prescription drugs may lead to FDA enforcement actions and investigations alleging violations of federal and state healthcare fraud and abuse laws, as well as state consumer protection laws.

In addition, later discovery of previously unknown adverse events or other problems with our products, manufacturers or manufacturing processes or failure to comply with regulatory requirements, may yield various results, including:

 

   

restrictions on manufacturing such products;

 

   

restrictions on the labeling or marketing of products;

 

   

restrictions on product distribution or use;

 

   

requirements to conduct post-marketing studies or clinical trials;

 

   

warning letters or untitled letters;

 

   

withdrawal of the products from the market;

 

   

refusal to approve pending applications or supplements to approved applications that we submit;

 

   

recall of products;

 

   

fines, restitution or disgorgement of profits or revenues;

 

   

suspension or withdrawal of marketing approvals;

 

   

refusal to permit the import or export of our products;

 

   

product seizure; or

 

   

injunctions or the imposition of civil or criminal penalties.

 

23


Table of Contents

Further, the FDA’s policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, which would adversely affect our business, prospects and ability to achieve or sustain profitability.

We also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. For example, certain policies of the current presidential administration may impact our business and industry. Namely, the current presidential administration has taken several executive actions, including the issuance of a number of Executive Orders, that could impose significant burdens on, or otherwise materially delay, the FDA’s ability to engage in routine regulatory and oversight activities such as implementing statutes through rulemaking, issuance of guidance, and review and approval of marketing applications. It is difficult to predict how these executive actions will be implemented, and the extent to which they will impact the FDA’s ability to exercise its regulatory authority. If these executive actions impose constraints on FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

Even if we obtain regulatory approval for ALZ-801 for the treatment of APOE4/4 homozygous patients with early to mild AD, if we are not successful in gaining approval for ALZ-801 for the treatment of additional subsets of AD patients, our ability to expand our business and achieve our strategic objectives would be impaired.

Our longer-term strategy involves evaluating the development of ALZ-801 for AD populations other than APOE4/4 homozygous patients. Beyond our initial focus on APOE4/4 homozygous AD patients, we plan to evaluate ALZ-801 in AD patients with one or no copies of the APOE4 gene, who have brain Aß pathology. We may also develop ALZ-801 for patients with earlier stages of disease, such as prodromal AD or MCI. Even if we are successful in obtaining regulatory approval for ALZ-801 for the treatment of APOE4/4 homozygous patients with early to mild AD, we may fail to obtain regulatory approval for ALZ-801 for the treatment of other AD populations if ALZ-801 is shown to have harmful side effects in other subsets of AD patients or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria in other AD populations. If we are unsuccessful in gaining regulatory approval for ALZ-801 for the treatment of additional subsets of AD patients, our key growth strategy and business will be harmed.

We have received Fast Track designation for ALZ-801 for the treatment of AD, and we may seek Fast Track designation for other product candidates, but such designations may not actually lead to a faster development or regulatory review or approval process.

If a drug is intended for the treatment of a serious condition and nonclinical or clinical data demonstrate the potential to address unmet medical need for this condition, a drug sponsor may apply for FDA Fast Track designation. In October 2017, the FDA granted Fast Track designation for ALZ-801 for the treatment of AD, and we may seek additional Fast Track designations for ALZ-801 in other indications or for our other product candidates. If we seek Fast Track designation for a product candidate, we may not receive it from the FDA. However, even if we receive Fast Track designation, Fast Track designation does not ensure that we will receive marketing approval or that approval will be granted within any particular timeframe. We may not experience a faster development or regulatory review or approval process with Fast Track designation compared to conventional FDA procedures. In addition, the FDA may withdraw Fast Track designation if it believes that the designation is no longer supported by data from our clinical development program. Fast Track designation alone does not guarantee qualification for the FDA’s priority review procedures.

 

24


Table of Contents

We may seek a Breakthrough Therapy designation for one or more of our product candidates, but we might not receive such designation, and even if we do, such designation may not lead to a faster development or regulatory review or approval process.

We may seek a Breakthrough Therapy designation for ALZ-801 or one or more of our other product candidates. A Breakthrough Therapy is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For drugs that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Drugs designated as breakthrough therapies by the FDA may also be eligible for priority review if supported by clinical data at the time the NDA is submitted to the FDA.

Designation as a Breakthrough Therapy is within the discretion of the FDA. Accordingly, even if we believe that one of our product candidates meets the criteria for designation as a Breakthrough Therapy, the FDA may disagree and instead determine not to make such designation. Even if we receive Breakthrough Therapy designation, the receipt of such designation for a product candidate may not result in a faster development or regulatory review or approval process compared to drugs considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of our product candidates qualify as breakthrough therapies, the FDA may later decide that the product candidates no longer meet the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.

Potential product liability lawsuits against us could cause us to incur substantial liabilities and limit commercialization of any products that we may develop.

The use of ALZ-801 or any other product candidates we may develop in clinical trials and the sale of any products for which we obtain marketing approval exposes us to the risk of product liability claims. Product liability claims might be brought against us by patients, healthcare providers, pharmaceutical companies or others selling or otherwise coming into contact with our products. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated adverse effects. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:

 

   

impairment of our business reputation and significant negative media attention;

 

   

withdrawal of participants from our clinical trials;

 

   

significant costs to defend the litigation;

 

   

distraction of management’s attention from our primary business;

 

   

substantial monetary awards to patients or other claimants;

 

   

inability to commercialize ALZ-801 or any other product candidate;

 

   

product recalls, withdrawals or labeling, marketing or promotional restrictions;

 

   

decreased market demand for any product; and

 

   

loss of revenue.

The product liability insurance we currently carry, and any additional product liability insurance coverage we acquire in the future, may not be sufficient to reimburse us for any expenses or losses we may suffer. In connection with our Phase 1 clinical trials for ALZ-801, we carry insurance of £5.0 million in the aggregate for product liability claims in the United Kingdom, where the trials were conducted. We intend to secure global

 

25


Table of Contents

product liability insurance before the start of our Phase 2b clinical trial and local insurance as needed and we have obtained $5.0 million global product liability insurance for our Phase 1b clinical trial of ALZ-801. Moreover, insurance coverage is becoming increasingly expensive and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If we obtain marketing approval for ALZ-801, we intend to acquire insurance coverage to include the sale of commercial products; however, we may be unable to obtain product liability insurance on commercially reasonable terms or in adequate amounts. A successful product liability claim, or series of claims, brought against us could cause our share price to decline and, if judgments exceed our insurance coverage, could adversely affect the results of our operations and business, including preventing or limiting the commercialization of any product candidates we develop.

Risks Related to Commercialization

We face significant competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.

The biopharmaceutical and pharmaceutical industries are highly competitive and subject to significant and rapid technological change. Our success is highly dependent on our ability to acquire, develop, and obtain marketing approval for new products on a cost-effective basis and to market them successfully. If ALZ-801 is approved, we will face intense competition from a variety of businesses, including large, fully integrated pharmaceutical companies, specialty pharmaceutical companies and biopharmaceutical companies in the United States and other jurisdictions. These organizations may have significantly greater resources than we do and may conduct similar research; seek patent protection; and establish collaborative arrangements for research, development, manufacturing and marketing of products that may compete with ALZ-801.

Currently available treatments for the symptoms of AD include the acetylcholinesterase inhibitors donepezil, galantamine and rivastigmine and memantine, which blocks the current at the glutamate receptor. These medications are available generically although specific formulations, dosage forms and combinations are proprietary. Several pharmaceutical companies are developing monoclonal antibody immunotherapies to treat AD. These include Biogen’s aducanumab and Roche’s crenezumab and gantenerumab. Positive data from a Phase 1 trial with aducanumab showed a reduction in plaque burden and improvement of clinical symptoms, and aducanumab is currently in Phase 3 development with top-line data expected in early 2020. Top-line data for the first trial of crenezumab are expected in late 2020 and top-line data for the gantenerumab trials are expected in 2022. A partnership between Eisai and Biogen is developing BAN2401, an injectable monoclonal antibody, and positive top-line results from a Phase 2 study were announced in July 2018. We also anticipate that new companies will enter the AD market in the future. If we successfully develop and commercialize ALZ-801, it will compete with existing therapies and new therapies that may become available in the future. The highly competitive nature of, and rapid technological changes in, the biotechnology and pharmaceutical industries could render ALZ-801 obsolete, less competitive or uneconomical. Our competitors may, among other things:

 

   

have significantly greater name recognition, financial, manufacturing, marketing, drug development, technical, and human resources than we do, and future mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors;

 

   

develop and commercialize products that are safer, more effective, less expensive, more convenient, or easier to administer, or have fewer or less severe effects;

 

   

obtain quicker regulatory approval;

 

   

implement more effective approaches to sales and marketing; or

 

   

form more advantageous strategic alliances.

Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third parties compete with us in

 

26


Table of Contents

recruiting and retaining qualified scientific and management personnel; establishing clinical trial sites and patient registration; and in acquiring technologies complementary to, or necessary for, our programs. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are more effective, have fewer or less severe side effects, or are more convenient or are less expensive than ALZ-801. Our competitors may also obtain FDA or other regulatory approval for their product candidates more rapidly than we may obtain approval for ALZ-801, which could result in our competitors establishing or strengthening their market position before we are able to enter the market.

If FB Health exercises its option to obtain an exclusive license to commercialize ALZ-801 in Italy, we will not profit from ALZ-801 sales in Italy and our commercialization of ALZ-801 in the rest of the European Union may be negatively affected.

When we entered into the FB Health Agreement, we granted to FB Health an exclusive option to obtain the exclusive right to commercialize ALZ-801 in Italy. If we decide to submit a marketing authorization application for ALZ-801 in Italy, whether directly or through the centralized European Medicines Agency filing procedure, we are obligated to notify FB Health, and FB Health would have the right to exercise its option within a specified time after it receives our notification. If FB Health exercises the option, then it would receive an exclusive, royalty-free, fully paid license to commercialize ALZ-801 in Italy, which means that we would not be able to commercialize ALZ-801 in Italy and we would not receive any payments from FB Health on account of its sales of ALZ-801 in Italy. Also, ALZ-801 offered for sale in Italy by FB Health might be purchased by customers in other parts of the European Union, particularly if FB Health sells ALZ-801 at a lower price than our sales price for ALZ-801, which could decrease our sales in the rest of the European Union.

We may face competition from a closely related nutraceutical product that is being sold in certain countries for memory protection.

ALZ-801 is a prodrug of tramiprosate, which is also known as homotaurine. This means that ALZ-801 is converted into tramiprosate in the human body and that tramiprosate is the form of ALZ-801 that is responsible for its effects on human health. Our licensor, FB Health, has an exclusive, worldwide license (excluding Italy) from BHI Limited Partnership, an affiliate of Bellus, or BHI, to develop, manufacture and commercialize tramiprosate for use as a nutraceutical or dietary supplement, but not for use as a pharmaceutical product. We are aware that FB Health is currently selling tramiprosate under the tradename Vivimind in Italy, Spain and Canada, and may be selling it in other countries, as a nutraceutical product for memory protection. FB Health’s marketing materials for Vivimind mention the two Phase 3 trials that Bellus conducted on tramiprosate in AD as evidence that Vivimind is safe and has an effect on the process of neuronal decay and on cognitive performance. Tramiprosate cannot currently be legally sold in the United States as a nutraceutical product because the FDA determined that synthetic homotaurine does not qualify as a dietary supplement. If we receive regulatory approval for ALZ-801 for the treatment of AD in countries where tramiprosate is sold as a nutraceutical at a significantly lower price than ALZ-801, some patients may purchase tramiprosate instead of ALZ-801, which could impair our ability to successfully commercialize ALZ-801 in those countries. In addition, if any person who purchases tramiprosate as a nutraceutical product experiences any negative health effects, including serious illness, injury or death, the resulting negative publicity could harm the reputation of ALZ-801, which might make it more difficult for us to recruit patients for our clinical trials and, if we receive regulatory approval, less likely for physicians to prescribe ALZ-801, for insurance companies to cover the cost of ALZ-801 and for patients to buy it. Any of these occurrences would have an adverse effect on our ability to commercialize ALZ-801 and, therefore, on our business prospects.

 

27


Table of Contents

The successful commercialization of ALZ-801 and any other product candidate we develop will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels, and pricing policies. Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue.

The availability and adequacy of coverage and reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers and other third-party payors are essential for most patients to be able to afford prescription medications such as ALZ-801, if approved. Our ability to achieve acceptable levels of coverage and reimbursement for products by governmental authorities, private health insurers and other organizations will have an effect on our ability to successfully commercialize ALZ-801 and any other product candidates we develop. Assuming we obtain coverage for our product candidates by a third-party payor, the resulting reimbursement payment rates may not be adequate or may require co-payments that patients find unacceptably high. We cannot be sure that coverage and reimbursement in the United States or elsewhere will be available for our product candidates or any product that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

Third-party payors increasingly are challenging prices charged for pharmaceutical products and services, and many third-party payors may refuse to provide coverage and reimbursement for particular drugs or biologics when an equivalent generic drug, biosimilar, or a less expensive therapy is available. It is possible that a third-party payor may consider our product candidates as substitutable and only offer to reimburse patients for the less expensive product. Even if we show improved efficacy or improved convenience of administration with our product candidates, pricing of existing drugs may limit the amount we will be able to charge for our product candidates. These payors may deny or revoke the reimbursement status of a given product or establish prices for new or existing marketed products at levels that are too low to enable us to realize an appropriate return on our investment in our product candidates. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize our product candidates and may not be able to obtain a satisfactory financial return on our product candidates.

There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, third-party payors, including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs and biologics will be covered. The Medicare and Medicaid programs increasingly are used as models in the United States for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs and biologics. Some third-party payors may require pre-approval of coverage for new or innovative devices or drug therapies before they will reimburse healthcare providers who use such therapies. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our product candidates.

No uniform policy for coverage and reimbursement for products exists among third-party payors in the United States. Therefore, coverage and reimbursement for products can differ significantly from payor to payor. As a result, the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our product candidates to each payor separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. Furthermore, rules and regulations regarding reimbursement change frequently, in some cases at short notice, and we believe that changes in these rules and regulations are likely.

We may also be subject to extensive governmental price controls and other market regulations outside of the United States, and we believe the increasing emphasis on cost-containment initiatives in other countries have and will continue to put pressure on the pricing and usage of medical products. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems. Other countries allow companies to fix their own prices for medical products, but monitor and control company profits.

 

28


Table of Contents

Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge for our product candidates. Accordingly, in markets outside the United States, the reimbursement for our product candidates may be reduced compared with the United States and may be insufficient to generate commercially reasonable revenue and profits.

Moreover, increasing efforts by governmental and third-party payors in the United States to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our product candidates. We expect to experience pricing pressures in connection with the sale of our product candidates due to the trend toward managed health care, the increasing influence of health maintenance organizations and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and biologics and surgical procedures and other treatments, has become intense. As a result, increasingly high barriers are being erected to the entry of new products.

Even if ALZ-801 or any product candidate we develop receives marketing approval, it may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success.

If ALZ-801 or any product candidate we develop receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors and others in the medical community. If it does not achieve an adequate level of acceptance, we may not generate significant product revenues or become profitable. The degree of market acceptance of our product candidates, if approved, will depend on a number of factors, including but not limited to:

 

   

the efficacy and potential advantages compared to alternative treatments;

 

   

effectiveness of sales and marketing efforts;

 

   

the cost of treatment in relation to alternative treatments, including any similar generic treatments;

 

   

our ability to offer our products for sale at competitive prices;

 

   

the convenience and ease of administration compared to alternative treatments;

 

   

the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

 

   

the strength of marketing and distribution support;

 

   

the availability of third-party coverage and adequate reimbursement;

 

   

the prevalence and severity of any side effects; and

 

   

any restrictions on the use of our product together with other medications.

Because we expect sales of our product candidates, if approved, to generate substantially all of our revenues for the foreseeable future, the failure of our product candidates to find market acceptance would harm our business and could require us to seek additional financing.

If we are unable to establish sales, marketing and distribution capabilities either on our own or in collaboration with third parties, we may not be successful in commercializing ALZ-801, if approved.

We do not have any infrastructure for the sales, marketing or distribution of ALZ-801, and the cost of establishing and maintaining such an organization may exceed the cost-effectiveness of doing so. In order to market and successfully commercialize ALZ-801 or any product candidate we develop, if approved, we must build our sales, distribution, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. We expect to build a focused sales, distribution and marketing

 

29


Table of Contents

infrastructure to market ALZ-801, if approved, in the United States and Europe. There are significant expenses and risks involved with establishing our own sales, marketing and distribution capabilities, including our ability to hire, retain and appropriately incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team. Any failure or delay in the development of our internal sales, marketing and distribution capabilities could delay any product launch, which would adversely impact the commercialization of that product. For example, if the commercial launch of ALZ-801 for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

Factors that may inhibit our efforts to commercialize our product candidates on our own include:

 

   

our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;

 

   

the inability of sales personnel to obtain access to physicians or attain adequate numbers of physicians to prescribe our products; and

 

   

unforeseen costs and expenses associated with creating an independent sales and marketing organization.

We do not anticipate having the resources in the foreseeable future to allocate to the sales and marketing of our product candidates, if approved, in certain markets overseas. Therefore, our future success will depend, in part, on our ability to enter into and maintain collaborative relationships for such capabilities, the collaborator’s strategic interest in a product and such collaborator’s ability to successfully market and sell the product. We intend to pursue collaborative arrangements regarding the sale and marketing of ALZ-801, if approved, for certain markets overseas; however, we cannot assure you that we will be able to establish or maintain such collaborative arrangements, or if able to do so, that they will have effective sales forces. To the extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts of such third parties, and there can be no assurance that such efforts will be successful.

If we are unable to build our own sales force or negotiate a collaborative relationship for the commercialization of ALZ-801, we may be forced to delay the potential commercialization of ALZ-801 or reduce the scope of our sales or marketing activities for ALZ-801. If we need to increase our expenditures to fund commercialization activities for ALZ-801, we will need to obtain additional capital, which may not be available to us on acceptable terms, or at all. We may also have to enter into collaborative arrangements for ALZ-801 at an earlier stage than otherwise would be ideal and we may be required to relinquish rights to ALZ-801 or otherwise agree to terms unfavorable to us. Any of these occurrences may have an adverse effect on our business, operating results and prospects.

If we are unable to establish adequate sales, marketing and distribution capabilities, either on our own or in collaboration with third parties, we will not be successful in commercializing our product candidates and may never become profitable. We will be competing with many companies that currently have extensive and well-funded marketing and sales operations. Without an internal team or the support of a third party to perform marketing and sales functions, we may be unable to compete successfully against these more established companies.

A variety of risks associated with operating internationally could materially adversely affect our business.

We currently have no international operations, but our business strategy includes potentially expanding internationally if any of our product candidates receive regulatory approval. Doing business internationally involves a number of risks, including but not limited to:

 

   

multiple, conflicting and changing laws and regulations, such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

 

30


Table of Contents
   

failure by us to obtain and maintain regulatory approvals for the use of our products in various countries;

 

   

additional potentially relevant third-party patent rights;

 

   

complexities and difficulties in obtaining protection and enforcing our intellectual property;

 

   

difficulties in staffing and managing foreign operations;

 

   

complexities associated with managing multiple payor reimbursement regimes, government payors or patient self-pay systems;

 

   

limits in our ability to penetrate international markets;

 

   

financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations;

 

   

natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions;

 

   

certain expenses including, among others, expenses for travel, translation and insurance; and

 

   

regulatory and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, its books and records provisions, or its anti-bribery provisions.

Any of these factors could significantly harm any future international expansion and operations and, consequently, our results of operations.

Risks Related to Our Dependence on Third Parties

Our employees and independent contractors, including principal investigators, CROs, consultants, vendors, and any third parties we may engage in connection with development and commercialization may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business.

Our employees and independent contractors, including principal investigators, consultants, vendors and any third parties we may engage in connection with development and commercialization of our product candidates, could engage in misconduct, including intentional, reckless or negligent conduct or unauthorized activities that violate: the laws and regulations of the FDA or other similar regulatory requirements of other authorities, including those laws that require the reporting of true, complete and accurate information to such authorities; manufacturing standards; data privacy, security, fraud and abuse and other healthcare laws and regulations; or laws that require the reporting of true, complete and accurate financial information and data. Specifically, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Activities subject to these laws could also involve the improper use or misrepresentation of information obtained in the course of clinical trials, creation of fraudulent data in preclinical studies or clinical trials or illegal misappropriation of drug product, which could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations. Additionally, we are subject to the risk that a person or government could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant civil, criminal and administrative penalties,

 

31


Table of Contents

damages, monetary fines, disgorgements, possible exclusion from participation in Medicare, Medicaid, other U.S. federal healthcare programs or healthcare programs in other jurisdictions, individual imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations.

We currently rely on third-party contract manufacturing organizations, or CMOs, for the production of clinical supply of ALZ-801 and intend to rely on CMOs for the production of commercial supply of ALZ-801, if approved. Our dependence on CMOs may impair the development of ALZ-801 and may impair the commercialization of ALZ-801, which would adversely impact our business and financial position.

We have limited personnel with experience in manufacturing, and we do not own facilities for manufacturing ALZ-801 or any product candidate. Instead, we rely on and expect to continue to rely on CMOs for the supply of cGMP grade clinical trial materials and commercial quantities of ALZ-801 and any product candidates we develop, if approved. Reliance on CMOs may expose us to more risk than if we were to manufacture our product candidates ourselves. We intend to have manufactured a sufficient clinical supply of ALZ-801 drug substance to enable us to complete our clinical trials, and we have also engaged a CMO to provide clinical and commercial supply of ALZ-801 drug product.

The facilities used to manufacture our product candidates must be inspected by the FDA and comparable foreign authorities. While we provide oversight of manufacturing activities, we do not and will not control the execution of manufacturing activities by, and are or will be essentially dependent on, our CMOs for compliance with cGMP requirements for the manufacture of our product candidates. As a result, we are subject to the risk that our product candidates may have manufacturing defects that we have limited ability to prevent. If a CMO cannot successfully manufacture material that conforms to our specifications and the regulatory requirements, we will not be able to secure or maintain regulatory approval for the use of our product candidates in clinical trials, or for commercial distribution of our product candidates, if approved. In addition, we have limited control over the ability of our CMOs to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or comparable foreign regulatory authority finds deficiencies with or does not approve these facilities for the manufacture of our product candidates or if it withdraws any such approval or finds deficiencies in the future, we may need to find alternative manufacturing facilities, which would delay our development program and significantly impact our ability to develop, obtain regulatory approval for or commercialize our product candidates, if approved. In addition, any failure to achieve and maintain compliance with these laws, regulations and standards could subject us to the risk that we may have to suspend the manufacture of our product candidates or that obtained approvals could be revoked. Furthermore, CMOs may breach existing agreements they have with us because of factors beyond our control. They may also terminate or refuse to renew their agreement at a time that is costly or otherwise inconvenient for us. If we were unable to find an adequate CMO or another acceptable solution in time, our clinical trials could be delayed or our commercial activities could be harmed.

We rely on and will continue to rely on CMOs to purchase from third-party suppliers the raw materials necessary to produce our product candidates. We do not and will not have control over the process or timing of the acquisition of these raw materials by our CMOs. Moreover, we currently do not have any agreements for the production of these raw materials. Supplies of raw material could be interrupted from time to time and we cannot be certain that alternative supplies could be obtained within a reasonable timeframe, at an acceptable cost, or at all. In addition, a disruption in the supply of raw materials could delay the commercial launch of our product candidates, if approved, or result in a shortage in supply, which would impair our ability to generate revenues from the sale of our product candidates. Growth in the costs and expenses of raw materials may also impair our ability to cost effectively manufacture our product candidates. There are a limited number of suppliers for the raw materials that we may use to manufacture our product candidates and we may need to assess alternative suppliers to prevent a possible disruption of the manufacture of our product candidates.

Finding new CMOs or third-party suppliers involves additional cost and requires our management’s time and focus. In addition, there is typically a transition period when a new CMO commences work. Although we

 

32


Table of Contents

generally have not, and do not intend to, begin a clinical trial unless we believe we have on hand, or will be able to obtain, a sufficient supply of our product candidates to complete the clinical trial, any significant delay in the supply of our product candidates or the raw materials needed to produce our product candidates, could considerably delay conducting our clinical trials and potential regulatory approval of our product candidates.

As part of their manufacture of our product candidates, our CMOs and third-party suppliers are expected to comply with and respect the proprietary rights of others. If a CMO or third-party supplier fails to acquire the proper licenses or otherwise infringes the proprietary rights of others in the course of providing services to us, we may have to find alternative CMOs or third-party suppliers or defend against claims of infringement, either of which would significantly impact our ability to develop, obtain regulatory approval for or commercialize our product candidates, if approved.

We intend to rely on third parties to conduct, supervise and monitor our clinical trials. If those third parties do not successfully carry out their contractual duties, or if they perform in an unsatisfactory manner, it may harm our business.

We rely, and will continue to rely, on CROs, CRO-contracted vendors and clinical trial sites to ensure the proper and timely conduct of our clinical trials, including our Phase 2b trial of ALZ-801. Our reliance on CROs for clinical development activities limits our control over these activities, but we remain responsible for ensuring that each of our trials is conducted in accordance with the applicable protocol and legal, regulatory and scientific standards.

We and our CROs will be required to comply with the Good Laboratory Practice requirements for our preclinical studies and GCP requirements for our clinical trials, which are regulations and guidelines enforced by the FDA and are also required by comparable foreign regulatory authorities. Regulatory authorities enforce GCP requirements through periodic inspections of trial sponsors, principal investigators and clinical trial sites. If we or our CROs fail to comply with GCP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials comply with GCP requirements. In addition, our clinical trials must be conducted with product produced under cGMP requirements. Accordingly, if our CROs fail to comply with these requirements, we may be required to repeat clinical trials, which would delay the regulatory approval process.

Our CROs are not our employees, and we do not control whether or not they devote sufficient time and resources to our clinical trials. Our CROs may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials, or other drug development activities, which could harm our competitive position. We face the risk of potential unauthorized disclosure or misappropriation of our intellectual property by CROs, which may reduce our trade secret protection and allow our potential competitors to access and exploit our proprietary technology. If our CROs do not successfully carry out their contractual duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for any other reason, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize any product candidate that we develop. As a result, our financial results and the commercial prospects for any product candidate that we develop would be harmed, our costs could increase, and our ability to generate revenue could be delayed.

If our relationship with any CROs terminate, we may not be able to enter into arrangements with alternative CROs or do so on commercially reasonable terms. Switching or adding additional CROs involves substantial cost and requires management’s time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we intend to carefully manage our relationships with our CROs, there can be no

 

33


Table of Contents

assurance that we will not encounter challenges or delays in the future or that these delays or challenges will not have an adverse impact on our business, financial condition and prospects.

We intend to enter into collaborations for the commercialization of ALZ-801, if approved, in certain countries and may enter into other collaborations with third parties in the future. If we are unable to maintain any of these collaborations, or if these arrangements are not successful, our business could be adversely affected.

If approved, we intend to enter into collaborations for the commercialization of ALZ-801 in certain countries and may enter into other collaborations with third parties in the future for development, commercialization or other activities. Any future collaborations we enter into, may pose a number of risks, including the following:

 

   

collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

 

   

collaborators may not perform their obligations as expected;

 

   

collaborators may not pursue development and commercialization of any product candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs based on preclinical study or clinical trial results, changes in the collaborators’ strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;

 

   

collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

 

   

collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours, which may cause collaborators to cease to devote resources to the commercialization of our product candidates;

 

   

a collaborator with marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of such product or products;

 

   

disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or termination of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

 

   

collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

 

   

collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

 

   

collaborations may be terminated for the convenience of the collaborator and, if terminated, we would potentially lose the right to pursue further development or commercialization of the applicable product candidates;

 

   

collaborators may learn about our technology and use this knowledge to compete with us in the future;

 

   

there may be conflicts between different collaborators that could negatively affect those collaborations and potentially others;

 

34


Table of Contents
   

the number and type of our collaborations could adversely affect our attractiveness to future collaborators or acquirers; and

 

   

the loss of, or a disruption in our relationship with, any one or more collaborators could harm our business.

If any collaborations do not result in the successful development and commercialization of products or if one of our collaborators terminates its agreement with us, we may not receive any future research and development funding or milestone or royalty payments under such collaborations. If we do not receive the funding we expect under these agreements, our continued development of our product candidates could be delayed and we may need additional resources to develop additional product candidates. All of the risks relating to product development, regulatory approval and commercialization described in this prospectus also apply to the activities of any collaborators and there can be no assurance that our collaborations will produce positive results or successful products on a timely basis or at all.

Additionally, subject to its contractual obligations to us, if one of our collaborators is involved in a business combination or otherwise changes its business priorities, the collaborator might deemphasize or terminate the development or commercialization of our product candidates. If a collaborator terminates its agreement with us, we may find it more difficult to attract new collaborators and the perception of our business and our stock price could be adversely affected.

We may in the future collaborate with additional pharmaceutical and biotechnology companies for development and potential commercialization of therapeutic products. We face significant competition in seeking appropriate collaborators. Our ability to reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have to curtail the development of a product candidate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to fund and undertake development or commercialization activities on our own, we may need to obtain additional expertise and additional capital, which may not be available to us on acceptable terms or at all. If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development and commercialization activities, we may not be able to further develop our product candidates or bring them to market or continue to develop our programs, and our business may be materially and adversely affected.

Risks Related to Healthcare Laws and Other Legal Compliance Matters

Enacted and future healthcare legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates, if approved, and may affect the prices we may set.

In the United States and other jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes and proposed changes to the healthcare system that could affect our future results of operations. In particular, there have been and continue to be a number of initiatives at the U.S. federal and state levels that seek to reduce healthcare costs and improve the quality of healthcare. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively the ACA, was enacted, which substantially changed the way healthcare is financed by both governmental and private insurers. Among the provisions of the ACA, those of greatest importance to the pharmaceutical and biotechnology industries include the following:

 

   

an annual, non-deductible fee payable by any entity that manufactures or imports certain branded prescription drugs and biologic agents (other than those designated as orphan drugs), which is apportioned among these entities according to their market share in certain government healthcare programs;

 

35


Table of Contents
   

a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to be covered under Medicare Part D;

 

   

new requirements to report certain financial arrangements with physicians and teaching hospitals, including reporting “transfers of value” made or distributed to prescribers and other healthcare providers and reporting investment interests held by physicians and their immediate family members;

 

   

an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program;

 

   

a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs and biologics that are inhaled, infused, instilled, implanted, or injected;

 

   

extension of a manufacturer’s Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations;

 

   

expansion of eligibility criteria for Medicaid programs thereby potentially increasing a manufacturer’s Medicaid rebate liability;

 

   

a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research;

 

   

establishment of a Center for Medicare Innovation at the Centers for Medicare & Medicaid Services, or CMS, to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending;

 

   

expansion of the entities eligible for discounts under the Public Health Service program; and

 

   

a licensure framework for follow on biologic products.

Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA, and we expect there will be additional challenges and amendments to the ACA in the future. The current presidential administration and Congress will likely continue to seek to modify, repeal, or otherwise invalidate all, or certain provisions of, the ACA. This includes enactment of the Tax Cuts and Jobs Act, which, among other things, removes penalties for not complying with the ACA’s individual mandate to carry health insurance. It is uncertain the extent to which any such changes may impact our business or financial condition.

Other legislative changes have been proposed and adopted in the United States since the ACA was enacted. For example, the Budget Control Act of 2011, resulted in aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect in April 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2027 unless additional action is taken by Congress. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. Additionally, the orphan drug tax credit was reduced as part of a broader tax reform. These new laws or any other similar laws introduced in the future may result in additional reductions in Medicare and other health care funding, which could negatively affect our customers and accordingly, our financial operations.

Additionally, there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been Congressional inquiries and proposed federal and state legislation designed to bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs and reform government program reimbursement methodologies for drugs. Moreover, payment methodologies may be subject

 

36


Table of Contents

to changes in healthcare legislation and regulatory initiatives. We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that the U.S. federal government will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures.

Individual states in the United States have also become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Legally-mandated price controls on payment amounts by third-party payors or other restrictions could harm our business, results of operations, financial condition and prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate demand for our product candidates or put pressure on our product pricing.

In markets outside of the United States, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies. We cannot predict the likelihood, nature, or extent of government regulation that may arise from future legislation or administrative action in the United States or any other jurisdiction. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that may have been obtained and we may not achieve or sustain profitability.

Our business operations and current and future relationships with investigators, healthcare professionals, consultants, third-party payors, patient organizations, and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties.

Our business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payors, patient organizations, and customers, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute our product candidates, if approved. Such laws include:

 

   

the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving, or providing any remuneration (including any kickback, bribe, or certain rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order, or recommendation of, any good, facility, item, or service, for which payment may be made, in whole or in part, under U.S. federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. The U.S. federal Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other hand;

 

   

the U.S. federal false claims and civil monetary penalties laws, including the civil False Claims Act, or FCA, which, among other things, impose criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the U.S. federal government, claims for payment or approval that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. A claim includes “any request or demand”

 

37


Table of Contents
 

for money or property presented to the federal government. In addition, manufacturers can be held liable under the FCA even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims;

 

   

the U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

 

   

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose, among other things, specified requirements relating to the privacy, security and transmission of individually identifiable health information without appropriate authorization by covered entities subject to the rule, such as health plans, healthcare clearinghouses and healthcare providers as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions;

 

   

the FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and medical devices;

 

   

the U.S. federal legislation commonly referred to as the Physician Payments Sunshine Act, enacted as part of the ACA, and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics, and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to the government information related to certain payments and other transfers of value to physicians and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members; and

 

   

analogous U.S. state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales, and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Because of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available under such laws, it is possible that some of our business activities, including our consulting agreements and other relationships with physicians and other healthcare providers, some of whom receive stock or stock options as compensation for their services, could be subject to challenge under one or more of such laws. Ensuring that our current and future internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations.

 

38


Table of Contents

If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, individual imprisonment, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements or oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. If any of the physicians or other providers or entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs and imprisonment, which could affect our ability to operate our business. Further, defending against any such actions can be costly, time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired.

Any clinical trial programs we conduct or research collaborations we enter into in the European Economic Area may subject us to the General Data Protection Regulation.

If we conduct clinical trial programs or enter into research collaborations in the European Economic Area, we may be subject to the General Data Protection regulation, or GDPR. The GDPR applies extraterritorially and implements stringent operational requirements for processors and controllers of personal data, including, for example, high standards for obtaining consent from individuals to process their personal data, robust disclosures to individuals, a comprehensive individual data rights regime, data export restrictions governing transfers of data from the European Union, or EU, to other jurisdictions, short timelines for data breach notifications, limitations on retention of information, increased requirements pertaining to health data, other special categories of personal data and pseudonymised (i.e., key-coded) data and additional obligations if we contract third-party processors in connection with the processing of personal data. The GDPR provides that EU member states may establish their own laws and regulations limiting the processing of personal data, including genetic, biometric or health data, which could limit our ability to use and share personal data or could cause our costs to increase. If our or our partners’ or service providers’ privacy or data security measures fail to comply with the GDPR requirements, we may be subject to litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data and/or fines of up to 20 million Euros or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, as well as compensation claims by affected individuals, negative publicity, reputational harm and a potential loss of business and goodwill.

We are subject to environmental, health and safety laws and regulations, and we may become exposed to liability and substantial expenses in connection with environmental compliance or remediation activities.

Our operations, including our development, testing and manufacturing activities, are subject to numerous environmental, health and safety laws and regulations. These laws and regulations govern, among other things, the controlled use, handling, release and disposal of and the maintenance of a registry for, hazardous materials and biological materials, such as chemical solvents, human cells, carcinogenic compounds, mutagenic compounds and compounds that have a toxic effect on reproduction, laboratory procedures and exposure to blood-borne pathogens. If we fail to comply with such laws and regulations, we could be subject to fines or other sanctions.

As with other companies engaged in activities similar to ours, we face a risk of environmental liability inherent in our current and historical activities, including liability relating to releases of or exposure to hazardous or biological materials. Environmental, health and safety laws and regulations are becoming more stringent. We may be required to incur substantial expenses in connection with future environmental compliance or remediation activities, in which case, the production efforts of our third-party manufacturers or our development efforts may be interrupted or delayed.

 

39


Table of Contents

Recent U.S. tax legislation may materially adversely affect our financial condition, results of operations and cash flows.

Recently-enacted U.S. tax legislation has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, and revising the rules governing NOLs. Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and Internal Revenue Service, or the IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

The reduction of the corporate tax rate under the legislation may cause a reduction in the economic benefit of our NOLs and other deferred tax assets available to us. Furthermore, under the legislation, although the treatment of tax losses generated before December 31, 2017 has generally not changed, tax losses generated in calendar year 2018 and beyond will only be able to offset 80% of taxable income. This change may require us to pay federal income taxes in future years despite generating a loss for federal income tax purposes in prior years.

While some of the changes made by the tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going-forward basis. We intend to work with our tax advisors and auditors to determine the full impact that the recent tax legislation as a whole will have on us. We urge our investors to consult with their legal and tax advisors with respect to such legislation.

Risks Related to Our Intellectual Property

If we fail to comply with our obligations under our existing intellectual property license with FB Health and any future intellectual property licenses with third parties, we could lose license rights that are important to our business, including the right to practice issued patents covering the ALZ-801 compound.

We are party to a license agreement with FB Health which gives us the right to practice issued patents covering the ALZ-801 compound. We may enter into additional license agreements in the future. Our existing license agreements impose, and any future license agreements are likely to impose, various diligence, milestone payment, royalty, insurance and other obligations on us. Any uncured, material breach under these license agreements could result in the loss of our rights to practice such in-licensed intellectual property and could compromise our development and commercialization efforts for any current product candidates, including ALZ-801, or future product candidates.

We are obligated to assign to FB Health any invention, discovery, or enhancement made by us or our affiliates, certain sublicensees or contractors that relies on or incorporates the licensed technology, including ALZ-801. FB Health is obligated, in turn, to assign any such improvement to BHI. BHI is obligated to license these improvements to FB Health, and FB Health to us. Accordingly, although we have the right to license any intellectual property covering ALZ-801-related improvements that we generate, such intellectual property will be owned by BHI and subject to the provisions of the license agreements between FB Health and us, and between BHI and FB Health.

We are dependent upon our licensor FB Health to fulfill its obligations and exercise its rights under its license agreement with BHI, the owner of key intellectual property covering ALZ-801.

Many of the intellectual property rights licensed to us by FB Health under the FB Health Agreement were in turn licensed to FB Health by BHI, the owner of the intellectual property, under a separate agreement, the Bellus Health Agreement. Since we are not a party to the Bellus Health Agreement and we do not have a direct license from BHI, we are reliant on FB Health to preserve our rights to this intellectual property and to take actions on our behalf with BHI. FB Health has obligations under the FB Health Agreement that provide protections for us

 

40


Table of Contents

and Bellus is obligated to grant a direct license to us if the Bellus Health Agreement is terminated under certain circumstances. If FB Health or BHI breach these obligations, then we may need to take expensive and time-consuming legal action to avoid the loss of our license to important intellectual property covering ALZ-801 and, even if we are successful, we may experience delays or other negative effects on our ability to develop and commercialize ALZ-801.

If we are unable to obtain and maintain patent protection for our technology and products or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.

We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to our drug development programs and product candidates. Our success depends in large part on our ability to obtain and maintain patent protection in the United States and other countries with respect to ALZ-801 and any future product candidates. We seek to protect our proprietary position by filing patent applications in the United States and abroad related to our development programs and product candidates. The patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

We in-license issued patents that claim the structure of ALZ-801 and certain methods of its use. We have also filed patent applications covering the use of ALZ-801 to treat certain subpopulations of AD patients based on APOE4 status and disease severity. It is possible that we will fail to identify further patentable aspects of our research and development output before it is too late to obtain patent protection. The patent applications that we own, or in-license, may fail to result in issued patents with claims that provide further coverage of ALZ-801 or any other product candidate in the United States or in other foreign countries. There is no assurance that all of the potentially relevant prior art relating to our patents and patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue and even if such patents further cover ALZ-801 or any future product candidate, third parties may challenge their validity, enforceability or scope, which may result in such patents being narrowed, invalidated, or held unenforceable. Any successful opposition to these patents or any other patents owned by or licensed to us could deprive us of rights necessary for the successful commercialization of any product candidates that we may develop. Further, if we encounter delays in regulatory approvals, the period of time during which we could market a product candidate under patent protection could be reduced.

If the patent applications we own or have in-licensed with respect to our development programs and product candidates fail to issue, if their breadth or strength of protection is threatened, or if they fail to provide meaningful exclusivity for ALZ-801 or any future product candidate, it could dissuade companies from collaborating with us to develop product candidates, and threaten our ability to commercialize future product candidates. Any such outcome could have a materially adverse effect on our business.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. For example, European patent law restricts the patentability of methods of treatment of the human body more than U.S. law does. However, in certain instances, the laws of the United States are more restrictive than those of foreign countries. For example, a recent series of Supreme Court Cases has narrowed the types of subject matter considered eligible for patenting. Accordingly, certain diagnostic methods are considered ineligible for patenting because they are directed to a “law of nature.” Further, publications of discoveries in scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we were the first to make the inventions claimed in our owned or licensed patents or pending patent applications, or that we were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and

 

41


Table of Contents

future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our owned and licensed patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in patent claims being narrowed, invalidated, held unenforceable, in whole or in part, or reduced in term. Such a result could limit our ability to stop others from using or commercializing similar or identical technology and products. Moreover, patents have a limited lifespan. In the United States, the natural expiration of a patent is generally 20 years after it is filed. While various extensions may be available, the life of a patent is limited. Without patent protection for our current or future product candidates, we may be open to competition from generic versions of such products. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We may become subject to third parties’ claims alleging infringement of their patents and proprietary rights, or we may need to become involved in lawsuits to protect or enforce our patents, which could be costly, time consuming, delay or prevent the development and commercialization of our product candidates, or put our patents and other proprietary rights at risk.

Our commercial success depends, in part, upon our ability to develop, manufacture, market and sell our product candidates without alleged or actual infringement, misappropriation or other violation of the patents and proprietary rights of third parties. Litigation relating to infringement or misappropriation of patent and other intellectual property rights in the pharmaceutical and biotechnology industries is common, including patent infringement lawsuits, interferences, oppositions and reexamination proceedings before the U.S. Patent and Trademark Office, or USPTO, and corresponding foreign patent offices. The various markets in which we plan to operate are subject to frequent and extensive litigation regarding patents and other intellectual property rights. In addition, many companies in intellectual property-dependent industries, including the biotechnology and pharmaceutical industries, have employed intellectual property litigation as a means to gain an advantage over their competitors. Numerous U.S., EU and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing product candidates. Some claimants may have substantially greater resources than we do and may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our product candidates may be subject to claims of infringement of the intellectual property rights of third parties.

We may be subject to third-party claims including infringement, interference or derivation proceedings, post-grant review and inter partes review before the USPTO or similar adversarial proceedings or litigation in other jurisdictions. Even if we believe such claims are without merit, a court of competent jurisdiction could hold that these third-party patents are valid, enforceable and infringed, and the holders of any such patents may be able to block our ability to commercialize the applicable product candidate unless we obtained a license under the applicable patents, or until such patents expire or are finally determined to be invalid or unenforceable. These proceedings may also result in our patent claims being invalidated or narrowed in scope. Similarly, if our patents or patent applications are challenged during interference or derivation proceedings, a court may hold that a third-party is entitled to certain patent ownership rights instead of us. Further, if any third-party patents were held by a court of competent jurisdiction to cover aspects of our compositions, formulations, methods of manufacture, or methods of treatment, prevention or use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate unless we obtained a license or until such patent expires or is finally determined to be invalid or unenforceable. In addition, defending such claims would cause us

 

42


Table of Contents

to incur substantial expenses and, if successful, could cause us to pay substantial damages, if we are found to be infringing a third party’s patent rights. If we are found to have infringed such rights willfully, the damages may be enhanced and may include attorneys’ fees. Further, if a patent infringement suit is brought against us or our third-party service providers, our development, manufacturing or sales activities relating to the product or product candidate that is the subject of the suit may be delayed or terminated. As a result of patent infringement claims, or in order to avoid potential infringement claims, we may choose to seek, or be required to seek, a license from the third party, which may require us to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if a license can be obtained on acceptable terms, the rights may be nonexclusive, which could give our competitors access to the same intellectual property rights. If we are unable to enter into a license on acceptable terms, we could be prevented from commercializing one or more of our product candidates, forced to modify such product candidates, or to cease some aspect of our business operations, which could harm our business significantly. Modifying our product candidates to design around third-party intellectual property rights may result in significant cost or delay to us, and could prove to be technically infeasible. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. In addition, if the breadth or strength of protection provided the patents and patent applications we own or in-license is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

If we were to initiate legal proceedings against a third party to enforce a patent covering one of our product candidates, the defendant could counterclaim that our patent is invalid or unenforceable. In patent litigation in the United States and in Europe, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, for example, lack of eligibility, lack of novelty, obviousness or non-enablement. Third parties might allege unenforceability of our patents because someone connected with prosecution of the patent withheld relevant information, or made a misleading statement, during prosecution. The outcome of proceedings involving assertions of invalidity and unenforceability during patent litigation is unpredictable. With respect to the validity of patents, for example, we cannot be certain that there is no invalidating prior art of which we and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our product candidates. Furthermore, our patents and other intellectual property rights also will not protect our technology if competitors design around our protected technology without infringing our patents or other intellectual property rights.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors view these announcements in a negative light, the price of common stock could be adversely affected.

Finally, even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors view these announcements in a negative light, the price of our common stock could be adversely affected. Such litigation or proceedings could substantially increase our operating losses and reduce our resources available for development activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have an adverse effect on our ability to compete in the marketplace.

 

43


Table of Contents

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop, manufacture and market our product candidates.

We cannot guarantee that any of our or our licensors’ patent searches or analyses, including but not limited to the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough, nor can we be certain that we have identified each and every third-party patent and pending application in the United States, Europe and elsewhere that is relevant to or necessary for the commercialization of our product candidates in any jurisdiction. For example, in the United States, applications filed before November 29, 2000 and certain applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States, EU and elsewhere are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our future product candidates or their manufacture or use may currently be unpublished. Additionally, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our product candidates or the use of our product candidates. The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect, which may negatively impact our ability to market our product candidates. We may incorrectly determine that our product candidates are not covered by a third-party patent or may incorrectly predict whether a third party’s pending application will issue with claims of relevant scope. Our determination of the expiration date of any patent in the United States, the EU or elsewhere that we consider relevant may be incorrect, which may negatively impact our ability to develop and market our product candidates. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our product candidates.

From time to time we may identify patents or applications in the same general area as our products and product candidates. We may determine these third-party patents are irrelevant to our business based on various factors including our interpretation of the scope of the patent claims and our interpretation of when the patent expires. If the patents are asserted against us, however, a court may disagree with our determinations. Further, while we may determine that the scope of claims that will issue from a patent application does not present a risk, it is difficult to accurately predict the scope of claims that will issue from a patent application, our determination may be incorrect, and the issuing patent may be asserted against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If we fail in any such dispute, in addition to being forced to pay monetary damages, we may be temporarily or permanently prohibited from commercializing our product candidates. We might, if possible, also be forced to redesign our product candidates so that we no longer infringe the third-party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.

As is the case with other biopharmaceutical and pharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical and pharmaceutical industries involve both technological complexity and legal complexity. Therefore, obtaining and enforcing biopharmaceutical and pharmaceutical patents is costly, time-consuming and inherently uncertain. In addition, the America Invents Act, or the AIA, which was passed in September 2011, resulted in significant changes to the U.S. patent system.

An important change introduced by the AIA is that, as of March 16, 2013, the United States transitioned to a “first-to-file” system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention. A third party that files a patent application in the

 

44


Table of Contents

USPTO after that date but before us could therefore be awarded a patent covering an invention of ours even if we made the invention before it was made by the third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application, but circumstances could prevent us from promptly filing patent applications on our inventions.

Among some of the other changes introduced by the AIA are changes that limit where a patentee may file a patent infringement suit and providing opportunities for third parties to challenge any issued patent with the USPTO. This applies to all of our U.S. patents, even those issued before March 16, 2013. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in U.S. federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action.

Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. It is not clear what, if any, impact the AIA will have on the operation of our business. However, the AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our or our licensors’ patent applications and the enforcement or defense of our or our licensors’ issued patents.

Additionally, the U.S. Supreme Court has ruled on several patent cases in recent years either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. Similarly, the complexity and uncertainty of European patent laws has also increased in recent years. In addition, the European patent system is relatively stringent in the type of amendments that are allowed during prosecution. Complying with these laws and regulations could limit our ability to obtain new patents in the future that may be important for our business.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance and annuity fees on any issued patent are due to be paid to the USPTO and European and other patent agencies over the lifetime of a patent. In addition, the USPTO and European and other patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. While an inadvertent failure to make payment of such fees or to comply with such provisions can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which such noncompliance will result in the abandonment or lapse of the patent or patent application, and the partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents within prescribed time limits. If we or our licensors fail to maintain the patents and patent applications covering our product candidates or if we or our licensors otherwise allow our patents or patent applications to be abandoned or lapse, our competitors might be able to enter the market, which would hurt our competitive position and could impair our ability to successfully commercialize our product candidates in any indication for which they are approved.

 

45


Table of Contents

We enjoy only limited geographical protection with respect to certain patents and we may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents covering our product candidates in all countries throughout the world would be prohibitively expensive. Competitors may use our and our licensors’ technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we and our licensors have patent protection, but enforcement is not as strong as that in the United States or the EU. These products may compete with our product candidates, and our and our licensors’ patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

In addition, we may decide to abandon national and regional patent applications before grant. The grant proceeding of each national or regional patent is an independent proceeding which may lead to situations in which applications might in some jurisdictions be refused by the relevant patent offices, while granted by others. For example, unlike other countries, China has a heightened requirement for patentability, and specifically requires a detailed description of medical uses of a claimed drug. Furthermore, generic drug manufacturers or other competitors may challenge the scope, validity or enforceability of our or our licensors’ patents, requiring us or our licensors to engage in complex, lengthy and costly litigation or other proceedings. Generic drug manufacturers may develop, seek approval for and launch generic versions of our products. It is also quite common that depending on the country, the scope of patent protection may vary for the same product candidate or technology.

The laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws or rules and regulations in the United States and the EU, and many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in other jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Furthermore, while we intend to protect our intellectual property rights in our expected significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our product candidates. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate, which may have an adverse effect on our ability to successfully commercialize our product candidates in all of our expected significant foreign markets. If we or our licensors encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished and we may face additional competition from others in those jurisdictions.

Some countries also have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, some countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired.

 

46


Table of Contents

If we do not obtain patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation, thereby potentially extending the term of marketing exclusivity for our product candidates, our business may be materially harmed.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired for a product, we may be open to competition from competitive medications, including generic medications. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Depending upon the timing, duration and conditions of FDA marketing approval of our product candidates, we may be able to extend the term of a patent covering each product candidate under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments and similar legislation in the EU. The Hatch-Waxman Amendments permit a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during product development and the FDA regulatory review process. However, we may not receive an extension if we fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements. Moreover, the length of the extension could be less than we request. If we are unable to obtain patent term extension or the term of any such extension is less than we request, the period during which we can enforce our patent rights for that product will be shortened and our competitors may obtain approval to market competing products sooner. As a result, our revenue from applicable products could be reduced, possibly materially.

Further, under certain circumstances, patent terms covering our products or product candidates may be extended for time spent during the pendency of the patent application in the USPTO (referred to as Patent Term Adjustment, or PTA). The laws and regulations underlying how the USPTO calculates the PTA is subject to change and any such PTA granted by the USPTO could be challenged by a third-party. If we do not prevail under such a challenge, the PTA may be reduced or eliminated, resulting in a shorter patent term, which may negatively impact our ability to exclude competitors. Because PTA added to the term of patents covering pharmaceutical products has particular value, our business may be adversely affected if the PTA is successfully challenged by a third party and our ability to exclude competitors is reduced or eliminated.

Intellectual property rights do not address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

 

   

others may be able to make products that are similar to ALZ-801 or our future product candidates but that are not covered by the claims of the patents that we own or license from others;

 

   

others may independently develop similar or alternative technologies or otherwise circumvent any of our technologies without infringing our intellectual property rights;

 

   

we or any of our collaborators might not have been the first to conceive and reduce to practice the inventions covered by the patents or patent applications that we own, license or will own or license;

 

   

we or any of our collaborators might not have been the first to file patent applications covering certain of the patents or patent applications that we or they own or have obtained a license, or will own or will have obtained a license;

 

   

it is possible that our pending patent applications will not lead to issued patents;

 

47


Table of Contents
   

issued patents that we own may not provide us with any competitive advantage, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;

 

   

our competitors might conduct research and development activities in countries where we do not have patent rights, or in countries where research and development safe harbor laws exist, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

 

   

ownership of our patents or patent applications may be challenged by third parties; and

 

   

the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business.

Our reliance on third parties requires us to share our trade secrets, which increases the possibility that our trade secrets will be misappropriated or disclosed, and confidentiality agreements with employees and third parties may not adequately prevent disclosure of trade secrets and protect other proprietary information.

We consider proprietary trade secrets or confidential know-how and unpatented know-how to be important to our business. We may rely on trade secrets or confidential know-how to protect our technology, especially where patent protection is believed by us to be of limited value. Because we expect to rely on third parties to manufacture ALZ-801 and any future product candidates, and we expect to collaborate with third parties on the development of ALZ-801 and any future product candidates, we must, at times, share trade secrets with them. We also conduct joint research and development programs that may require us to share trade secrets under the terms of our research and development partnerships or similar agreements. However, trade secrets or confidential know-how can be difficult to maintain as confidential.

To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, contractors and advisors to enter into confidentiality agreements and, if applicable, material transfer agreements, consulting agreements or other similar agreements with us prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, including our trade secrets. However, current or former employees, consultants, contractors and advisers may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. The need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have an adverse effect on our business and results of operations. Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential know-how is expensive, time consuming and unpredictable. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction.

In addition, these agreements typically restrict the ability of our advisors, employees, third-party contractors and consultants to publish data potentially relating to our trade secrets, although our agreements may contain certain limited publication rights. Despite our efforts to protect our trade secrets, our competitors may discover our trade secrets, either through breach of our agreements with third parties, independent development or publication of information by any of our third-party collaborators. A competitor’s discovery of our trade secrets would impair our competitive position and have an adverse impact on our business.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. Our unregistered trademarks

 

48


Table of Contents

or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential collaborators or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our unregistered trademarks or trade names. Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations.

We may need to license certain intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.

A third party may hold intellectual property, including patent rights that are important or necessary to the development or commercialization of ALZ-801 or our future product candidates. It may be necessary for us to use the patented or proprietary technology of third parties to commercialize ALZ-801 or our product candidates, in which case we would be required to obtain a license from these third parties. Such a license may not be available on commercially reasonable terms, or at all, which could materially harm our business.

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties.

We employ individuals who were previously employed at other biotechnology or pharmaceutical companies. Although we seek to protect our ownership of intellectual property rights by ensuring that our agreements with our employees, collaborators and other third parties with whom we do business include provisions requiring such parties to assign rights in inventions to us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information of our employees’ former employers or other third parties. We may also be subject to claims that former employers or other third parties have an ownership interest in our patents. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and if we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Even if we are successful, litigation could result in substantial cost and be a distraction to our management and other employees.

Our proprietary information may be lost or we may suffer security breaches.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, clinical trial data, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Although, to our knowledge, we have not experienced any such material security breach to date, any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, significant regulatory penalties, disrupt our operations, damage our reputation and cause a loss of confidence in us and our ability to conduct clinical trials, which could adversely affect our reputation and delay our clinical development of our product candidates.

 

49


Table of Contents

Risks Related to Our Employees, Managing Our Growth and Our Operations

Our future success depends on our ability to retain our key personnel and to attract, retain and motivate qualified personnel.

We are highly dependent on the development, regulatory, commercialization and business development expertise of Martin Tolar, M.D., Ph.D., our President and Chief Executive Officer, as well as the other principal members of our management, scientific and clinical teams. Although we have employment agreements, offer letters or consulting agreements with our executive officers, these agreements do not prevent them from terminating their services at any time.

If we lose one or more of our executive officers or key employees, our ability to implement our business strategy successfully could be seriously harmed. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize product candidates successfully. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be engaged by entities other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain highly qualified personnel, our ability to develop and commercialize product candidates will be limited.

We expect to expand our development, regulatory, and sales and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.

We expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of development, regulatory affairs and sales and marketing. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities or acquire new facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources and the limited experience of our management team in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

We may engage in acquisitions that could disrupt our business, cause dilution to our stockholders or reduce our financial resources.

In the future, we may enter into transactions to acquire other businesses, products or technologies. If we do identify suitable candidates, we may not be able to make such acquisitions on favorable terms, or at all. Any acquisitions we make may not strengthen our competitive position, and these transactions may be viewed negatively by customers or investors. We may decide to incur debt in connection with an acquisition or issue our common stock or other equity securities to the stockholders of the acquired company, which would reduce the percentage ownership of our existing stockholders. We could incur losses resulting from undiscovered liabilities of the acquired business that are not covered by the indemnification we may obtain from the seller. In addition, we may not be able to successfully integrate the acquired personnel, technologies and operations into our existing business in an effective, timely and nondisruptive manner. Acquisitions may also divert management attention from day-to-day responsibilities, increase our expenses and reduce our cash available for operations and other uses. We cannot predict the number, timing or size of future acquisitions or the effect that any such transactions might have on our operating results.

 

50


Table of Contents

Our business and operations would suffer in the event of system failures.

Our computer systems, as well as those of our CROs and other contractors and consultants, are vulnerable to damage from computer viruses, unauthorized access, natural disasters (including hurricanes), terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs. For example, the loss of preclinical or clinical trial data from completed, ongoing or planned trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur liability and the further development of ALZ-801 or any other product candidate could be delayed.

Risks Related to this Offering and Our Common Stock

No active trading market for our common stock currently exists, and an active trading market may not develop.

Prior to this offering, there has not been an active trading market for our common stock. If an active trading market for our common stock does not develop following this offering, you may not be able to sell your shares quickly or at the market price. Our ability to raise capital to continue to fund operations by selling shares of our common stock and our ability to acquire other companies or technologies by using shares of our common stock as consideration may also be impaired. The initial public offering price of our common stock will be determined by negotiations between us and the underwriters, and may not be indicative of the market prices of our common stock that will prevail in the trading market.

The market price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock in this offering.

The market price of our common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

 

   

any delay in the commencement, enrollment and ultimate completion of our Phase 2b trial of ALZ-801;

 

   

results of the Phase 2b trial of ALZ-801 or clinical trials of our competitors;

 

   

if we are required to conduct more than one Phase 3 trial of ALZ-801;

 

   

any delay in submitting an NDA for ALZ-801 and any adverse development or perceived adverse development with respect to the FDA’s review of that NDA;

 

   

failure to successfully develop and commercialize ALZ-801 or any future product candidate;

 

   

inability to obtain additional funding;

 

   

regulatory or legal developments in the United States and other countries applicable to ALZ-801 or any other product candidate;

 

   

adverse regulatory decisions;

 

   

changes in the structure of healthcare payment systems;

 

   

inability to obtain adequate product supply for ALZ-801 or any other product candidate, or the inability to do so at acceptable prices;

 

   

introduction of new products, services or technologies by our competitors;

 

   

failure to meet or exceed financial projections we provide to the public;

 

   

failure to meet or exceed the estimates and projections of the investment community;

 

51


Table of Contents
   

changes in the market valuations of companies similar to us;

 

   

market conditions in the pharmaceutical and biotechnology sectors, and the issuance of new or changed securities analysts’ reports or recommendations;

 

   

announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors;

 

   

significant lawsuits, including patent or shareholder litigation, and disputes or other developments relating to our proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

 

   

additions or departures of key scientific or management personnel;

 

   

sales of our common stock by us or our shareholders in the future;

 

   

trading volume of our common stock;

 

   

general economic, industry and market conditions; and

 

   

the other factors described in this “Risk Factors” section.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our common stock, regardless of our actual operating performance. The market price of our common stock may decline below the initial public offering price, and you may lose some or all of your investment.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. This risk is especially relevant for us because biotechnology companies have experienced significant share price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

After this offering, our directors, executive officers and certain shareholders will continue to own a significant percentage of our common stock and, if they choose to act together, will be able to exert significant control over matters subject to shareholder approval.

Following this offering, our directors, executive officers, and shareholders affiliated with our directors and executive officers will continue to exert significant influence on us. Upon the closing of this offering, these holders will beneficially own approximately 33.4% of the voting power of our outstanding common stock, or approximately 32.4% if the underwriters exercise their over-allotment option from us in full. Therefore, they will have the ability to substantially influence us through their ownership position. For example, these holders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. The interests of these holders may not always coincide with our corporate interests or the interests of other shareholders, and they may act in a manner with which you may not agree or that may not be in the best interests of our other shareholders. So long as they continue to own a significant amount of our equity, these holders will be able to strongly influence or effectively control our decisions.

 

52


Table of Contents

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts may publish about us or our business. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our common stock or change their opinion of our common stock, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of our common stock would be your sole source of gain on an investment in our common stock for the foreseeable future. See “Dividend Policy” for additional information.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds from this offering and our shareholders will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could compromise our ability to pursue our growth strategy and we might not be able to yield a significant return, if any, on our investment of these net proceeds.

A significant portion of our total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our common stock to decline significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Of our issued and outstanding common stock, all of the shares sold in this offering will be freely transferable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares acquired by our affiliates, as defined in Rule 144 under the Securities Act. The remaining shares outstanding after this offering will be restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict transfers for 180 days after the date of this prospectus. See “Shares Eligible for Future Sale—Lock-Up Agreements.”

If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

The initial public offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share of our common stock. Therefore, if you purchase our common stock in this offering, you will pay a price per share of our common stock that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Based on an assumed initial public offering price of $14.00 per share, you will experience immediate dilution of $11.28 per share, representing the difference between our as

 

53


Table of Contents

adjusted net tangible book value per share, after giving effect to this offering, and the assumed initial public offering price. Further, the future exercise of any outstanding options to purchase shares of our common stock will cause you to experience additional dilution. See “Dilution.”

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, and particularly after we no longer qualify as an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur previously. The Sarbanes-Oxley Act of 2002, or SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on U.S. reporting public companies, including the establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified senior management personnel or members for our board of directors. In addition these rules and regulations are often subject to varying interpretations, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Pursuant to Section 404 of SOX, or Section 404, we will be required to furnish a report by our senior management on our internal control over financial reporting. In connection with the preparation of our financial statements as of and for the year ended December 31, 2016, we identified the following material weakness in our internal control over financial reporting: we did not appropriately design and implement controls over the review and approval of manual journal entries and the related supporting journal entry calculations as a result of a lack of adequate accounting personnel. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We remediated this material weakness as of December 31, 2017 by utilizing an appropriate combination of full-time employees and consultants to review and approve manual journal entries and the supporting journal entry calculations. However, we cannot be certain that we will be able to prevent future material weaknesses or significant deficiencies from occurring or remediate them if they do.

While we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To prepare for eventual compliance with Section 404, once we no longer qualify as an emerging growth company, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from

 

54


Table of Contents

various reporting requirements that are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile.

Provisions in our restated certificate of incorporation and amended and restated bylaws and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our restated certificate of incorporation and our amended and restated bylaws that will become effective upon the closing of this offering may discourage, delay or prevent a merger, acquisition or other change in control of our company that stockholders may consider favorable, including transactions in which our stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, these provisions include those establishing:

 

   

a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;

 

   

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

   

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from filling vacancies on our board of directors;

 

   

the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

 

   

the ability of our board of directors to alter our bylaws without obtaining stockholder approval;

 

   

the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or repeal the provisions of our restated certificate of incorporation regarding the election and removal of directors;

 

   

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

 

55


Table of Contents
   

the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, the president or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

 

   

advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Furthermore, our restated certificate of incorporation that will become effective upon the closing of this offering specifies that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders. We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable in such action.

 

56


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described under the sections in this prospectus titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

INDUSTRY AND OTHER DATA

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research as to such matters is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimate made by the independent parties and by us.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have rights to use a number of registered and common law trademarks, service marks and/or trade names in connection with our business in the United States and/or in certain foreign jurisdictions.

 

57


Table of Contents

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

58


Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds from our sale of shares of our common stock in this offering will be approximately $31.4 million, assuming an initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option in full, we estimate that our net proceeds will be approximately $35.9 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, would decrease the net proceeds to us from this offering by approximately $2.3 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. At an assumed initial public offering price of $15.00 per share, the net proceeds to us from this offering would increase by approximately $2.0 million, assuming the number of shares offered by us, as set forth on the cover page of the prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase in the initial public offering price above $15.00 per share would increase the net proceeds to us from this offering by approximately $2.3 million, assuming the number of shares offered by us, as set forth on the cover of the prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us. Each decrease of 1,000,000 in the number of shares we are offering would decrease the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $13.0 million, assuming the assumed initial public offering price stays the same. An increase of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, to 3,500,000 shares would increase the net proceeds from this offering by approximately $12.5 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the assumed initial public offering price stays the same. Each increase of 1,000,000 in the number of shares offered by us above 3,500,000 would increase the net proceeds to us from this offering by approximately $12.9 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the initial public offering price stays the same.

We anticipate that we will use the net proceeds of this offering to advance the Phase 2b clinical development of our lead product candidate, ALZ-801, and the remainder, if any, to fund new and ongoing research and development activities and for working capital and other general corporate purposes. We anticipate that the net proceeds from this offering, together with our available resources, will be sufficient to fund our expenses until we are expected to receive data from our Phase 2b trial of ALZ-801.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. We may also use a portion of the net proceeds to in-license, acquire, or invest in additional businesses, technologies, products or assets, although currently we have no specific agreements, commitments or understandings in this regard. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures and the extent of clinical development may vary significantly depending on numerous factors, including the progress of our development efforts, the clinical trials we may commence in the future, as well as any collaborations that we may enter into with third parties for our product candidates and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Based on our planned use of the net proceeds from this offering and our existing cash and cash equivalents, we estimate that such funds will be sufficient to enable us to fund our operating expenses and capital expenditure requirements for at least the next 24 months. We have based this estimate on assumptions that may prove to be

 

59


Table of Contents

incorrect, and we could use our available capital resources sooner than we currently expect. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

 

60


Table of Contents

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

 

61


Table of Contents

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2018:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to:

 

   

the sale by us of 375,248 shares of Series B Preferred Stock after June 30, 2018 for gross proceeds of $1.7 million;

 

   

the automatic conversion of all outstanding shares of our preferred stock into 5,430,646 shares of our common stock upon the closing of this offering; and

 

   

the filing and effectiveness of our restated certificate of incorporation; and

 

   

on a pro forma as adjusted basis to give further effect to our issuance and sale of 2,500,000 shares of our common stock in this offering at an assumed initial public offering price of $14.00 share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the following table together with our financial statements and the related notes appearing at the end of this prospectus and the “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock” sections of this prospectus.

 

     As of June 30, 2018  
     Actual     Pro Forma     Pro Forma
As Adjusted
 
     (in thousands, except share and per
share data)
 

Cash and cash equivalents

   $ 3,141     $ 4,841     $ 36,241  
  

 

 

   

 

 

   

 

 

 

Stockholders’ equity:

      

Series A preferred stock, $0.001 par value; 15,000,000 shares authorized and 8,175,303 shares issued and outstanding, actual; no shares authorized and no shares issued or outstanding, pro forma and pro forma as adjusted

   $ 10,312     $ —       $ —    

Series B preferred stock, $0.001 par value; 18,145,280 shares authorized and 4,246,979 issued and outstanding, actual; no shares authorized, and no shares issued or outstanding, pro forma and pro forma as adjusted

     18,755       —         —    

Common stock, $0.001 par value; 50,000,000 shares authorized, and 4,838,321 shares issued and 4,776,790 shares outstanding, actual; 200,000,000 shares authorized, pro forma and pro forma as adjusted and 10,268,967 shares issued and 10,207,436 shares outstanding, pro forma and 12,768,967 shares issued and 12,707,436 shares outstanding, pro forma as adjusted

     5       10       13  

Additional paid-in capital

     2,615       33,377       64,774  

Accumulated deficit

     (30,217     (30,217     (30,217
  

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     1,470       3,170       34,570  
  

 

 

   

 

 

   

 

 

 

Total capitalization

   $ 1,470     $ 3,170     $ 34,570  
  

 

 

   

 

 

   

 

 

 

 

62


Table of Contents

A $1.00 decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $2.3 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. At an assumed initial public offering price of $15.00 per share, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization would increase by approximately $2.0 million, assuming the number of shares offered by us, as set forth on the cover page of the prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase in the initial public offering price above $15.00 per share would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $2.3 million, assuming the number of shares offered by us, as set forth on the cover of the prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us. A decrease of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $13.0 million, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, to 3,500,000 shares would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $12.5 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the assumed initial public offering price stays the same. An increase of 1,000,000 in the number of shares offered by us above 3,500,000 would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $12.9 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the initial public offering price stays the same.

The table above does not include:

 

   

1,652,503 shares of common stock issuable upon exercise of stock options outstanding as of June 30, 2018 at a weighted-average exercise price of $4.82 per share;

 

   

430,490 shares of our common stock available for future issuance as of June 30, 2018 under our 2014 Equity Incentive Plan;

 

   

1,315,000 shares of our common stock that will become available for future issuance under our 2018 Plan, which will become effective in connection with this offering, as well as shares of our common stock that become available pursuant to provisions in our 2018 Plan that automatically increase the share reserve under the 2018 Plan;

 

   

164,000 shares of our common stock that will become available for future issuance under our 2018 ESPP, which will become effective in connection with this offering, as well as shares of our common stock that become available pursuant to provisions in our 2018 ESPP that automatically increase the share reserve under the 2018 ESPP;

 

   

202,536 shares of our common stock issuable upon the exercise of warrants outstanding as of June 30, 2018 at a weighted-average exercise price of $4.27 per share; and

 

   

50,000 shares of common stock issuable upon exercise of warrants at an exercise price per share equal to 130% of the initial public offering price per share or $18.20, based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, that may be issued to the representatives of the underwriters in connection with this offering.

 

63


Table of Contents

Series B Preferred Stock

The number of shares of our common stock issuable upon conversion of our Series B preferred stock is subject to adjustment in the event that the initial public offering price per share in this offering is less than $12.50. Based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, an aggregate of 1,961,439 shares of our common stock are issuable upon conversion of our Series B preferred stock. The aggregate number of shares of our common stock issuable upon conversion of our Series B preferred stock can be calculated by multiplying (1) 1,961,439 by (2) the result obtained by dividing (i) $10.63 by (ii) the lesser of (A) $10.63 and (B) 85% of the initial public offering price per share in this offering. For example, if the initial public offering price per share in this offering is $12.00, the number of shares of our common stock issuable upon conversion of our Series B preferred stock will increase from 1,961,439 to 2,044,447, if the initial public offering price per share in this offering is $11.00, the number of shares of our common stock issuable upon conversion of our Series B preferred stock will increase from 1,961,439 to 2,229,956 and if the initial public offering price per share in this offering is $10.00, the number of shares of our common stock issuable upon conversion of our Series B preferred stock will increase from 1,961,439 to 2,452,952.

 

64


Table of Contents

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Our historical net tangible book value deficit as of June 30, 2018 was $(27.6) million, or $(5.78) per share of our common stock. Our historical net tangible book value deficit is the amount of our total tangible assets less our total liabilities and our Series A and B convertible preferred stock. Historical net tangible book value deficit per share represents our historical net tangible book value deficit divided by the 4,776,790 shares of our common stock outstanding as of June 30, 2018.

Our pro forma net tangible book value as of June 30, 2018 was $3.2 million, or $0.31 per share of our common stock. Pro forma net tangible book value represents the amount of our total tangible assets less our total liabilities, after giving effect to (i) the sale by us of 375,248 shares of Series B Preferred Stock after June 30, 2018 for gross proceeds of $1.7 million and (ii) the automatic conversion of all outstanding shares of our preferred stock into 5,430,646 shares of our common stock upon the closing of this offering. If the initial public offering price per share in this offering is less than $12.50, then the number of shares issuable upon conversion of our Series B preferred stock will increase, which will decrease pro forma net tangible book value per share. See “Capitalization—Series B Preferred Stock.” Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding as of June 30, 2018, after giving effect to (i) the sale by us of 375,248 shares of Series B Preferred Stock after June 30, 2018 for gross proceeds of $1.7 million and (ii) the automatic conversion of all outstanding shares of our preferred stock into common stock in connection with this offering.

After giving further effect to our issuance and sale of 2,500,000 shares of our common stock in this offering at an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2018 would have been $34.6 million, or $2.72 per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $2.41 to our existing stockholders and immediate dilution in pro forma as adjusted net tangible book value per share of $11.78 to new investors purchasing common stock in this offering. Dilution per share to new investors purchasing common stock in this offering is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

 

Assumed initial public offering price per share

     $ 14.00  

Historical net tangible book value deficit per share as of June 30, 2018

   $ (5.78  

Increase per share attributable to the automatic conversion of preferred stock in connection with this offering

     6.09    
  

 

 

   

Pro forma net tangible book value per share as of June 30, 2018

     0.31    

Increase in pro forma net tangible book value per share attributable to this offering

     2.41    
  

 

 

   

Pro forma as adjusted net tangible book value per share after this offering

     $ 2.72  
    

 

 

 

Dilution per share to new investors purchasing common stock in this offering

     $ 11.28  
    

 

 

 

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease our pro forma as adjusted net tangible book value per share after this offering by $0.18 and dilution per share to new investors purchasing common stock in this offering by $0.82,

 

65


Table of Contents

assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase in the assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus would increase our pro forma as adjusted net tangible book value per share after this offering by $0.15 and dilution per share to new investors purchasing common stock in this offering by $0.85, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease our pro forma as adjusted net tangible book value per share after this offering by $0.88 and increase dilution per share to new investors purchasing common stock in this offering by $0.88, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase our pro forma as adjusted net tangible book value per share after this offering by $0.72 and decrease dilution per share to new investors purchasing common stock in this offering by $0.72, assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ over-allotment option is exercised in full, our pro forma as adjusted net tangible book value per share after this offering would be $2.98 and dilution per share to new investors purchasing common stock in this offering would be $11.02, assuming an initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of June 30, 2018, on a pro forma as adjusted basis, the total number of shares of common stock purchased from us on an as converted to common stock basis and the total consideration paid or to be paid and the average price per share paid or to be paid by existing stockholders and by new investors in this offering at an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing our common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

 

     Shares Purchased     Total Consideration     Average
Price Per

Share
 
     Number      Percent     Amount      Percent  

Existing stockholders

     10,207,436        80.3   $ 29,852,000        46.0   $ 2.35  

New investors

     2,500,000        19.7       35,000,000        54.0       14.00  
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

     12,707,436        100   $ 64,852,000        100  
  

 

 

    

 

 

   

 

 

    

 

 

   

A $1.00 increase (decrease) in the assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $2.5 million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by 1.7 percentage points and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors by 1.9 percentage points, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $14.0 million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by 8.1 percentage points and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors by 12.7 percentage points, assuming no change in the assumed initial public offering price per share.

 

66


Table of Contents

The table above assumes no exercise of the underwriters’ over-allotment option. If the underwriters’ over-allotment option is exercised in full, the number of shares of our common stock held by existing stockholders would be reduced to 78.0% of the total number of shares of our common stock outstanding after this offering, and the number of shares of common stock held by new investors purchasing common stock in this offering would be increased to 22.0% of the total number of shares outstanding after this offering.

The tables above do not include:

 

   

1,652,503 shares of common stock issuable upon exercise of stock options outstanding as of June 30, 2018 at a weighted-average exercise price of $4.82 per share;

 

   

430,490 shares of our common stock available for future issuance as of June 30, 2018 under our 2014 Equity Award Plan;

 

   

1,315,000 additional shares of our common stock that will become available for future issuance under our 2018 Plan, which will become effective in connection with this offering, as well as shares of our common stock that become available pursuant to provisions in our 2018 Plan that automatically increase the share reserve under the 2018 Plan;

 

   

164,000 shares of our common stock that will become available for future issuance under our 2018 ESPP, which will become effective in connection with this offering, as well as shares of our common stock that become available pursuant to provisions in our 2018 ESPP that automatically increase the share reserve under the 2018 ESPP;

 

   

202,536 shares of our common stock issuable upon the exercise of warrants outstanding as of June 30, 2018 at a weighted-average exercise price of $4.27 per share; and

 

   

50,000 shares of common stock issuable upon exercise of warrants at an exercise price per share equal to 130% of the initial public offering price per share or $18.20, based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, that may, under certain circumstances, be issued to the representatives of the underwriters in connection with this offering.

 

67


Table of Contents

SELECTED FINANCIAL DATA

You should read the following selected financial data together with our financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus. We have derived the statement of operations data for the years ended December 31, 2016 and 2017 and balance sheet data as of December 31, 2017 from our audited financial statements appearing at the end of this prospectus. The statements of operations data for the six months ended June 30, 2017 and 2018 and the balance sheet data as of June 30, 2018 have been derived from our unaudited financial statements appearing at the end of this prospectus and have been prepared on the same basis as the audited financial statements. In the opinion of management, the unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements. Our historical results are not necessarily indicative of results that should be expected in any future period, and our results for any interim period are not necessarily indicative of results that should be expected for any full year.

 

     Year Ended December 31,     Six Months Ended June 30,  
             2016                     2017                     2017                     2018          
    

(in thousands, except for

share and per share data)

 

Statement of Operations Data:

        

Revenue

   $ —       $ —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     4,329       1,744       747       1,643  
        

General and administrative

     2,603       2,308       1,232       3,949  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     6,932       4,052       1,979       5,592  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (6,932     (4,052     (1,979     (5,592

Other income (expense):

        

Interest income (expense), net

     (765     (353     (362     14  

Debt conversion charge

     —         (1,045     (1,045     —    
  

 

 

   

 

 

   

 

 

   

 

 

 
     (765     (1,398     (1,407     14  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (7,697   $ (5,450   $ (3,386   $ (5,578
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share—basic and diluted(1)

   $ (1.68   $ (1.16   $ (0.72   $ (1.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—basic and diluted(1)

     4,583,868       4,716,678       4,683,757       4,771,124  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss per common share—basic and diluted (unaudited)(2)

     $ (0.41     $ (0.56
    

 

 

     

 

 

 

Pro forma weighted average common shares outstanding—basic and diluted (unaudited)

       9,988,109         10,042,555  
    

 

 

     

 

 

 

 

(1)   See Note 13 to our financial statements appearing at the end of this prospectus for further details on the calculation of basic and diluted net loss per common share.

 

68


Table of Contents
(2)   See Note 14 to our financial statements appearing at the end of this prospectus for further details on the calculation of pro forma net loss per common share. If the initial public offering price per share in this offering is less than $12.50, then the number of shares issuable upon conversion of our Series B preferred stock will increase. See “Capitalization—Series B Preferred Stock.”

 

     As of
December 31,
2017
     As of
June 30,
2018
 
    

(in thousands)

 

Balance Sheet Data:

     

Cash and cash equivalents

   $ 6,370      $ 3,141  

Working capital(1)

     5,166        1,427  

Total assets

     7,391        3,252  

Total stockholders’ equity

     6,123        1,470  

 

(1)   We define working capital as current assets less current liabilities.

 

69


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of financial condition and operating results together with the section captioned “Selected Financial Data” and our financial statements and the related notes appearing at the end of this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in the section of the prospectus captioned “Risk Factors” and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We are a clinical stage biopharmaceutical company with a late-stage program in Alzheimer’s disease, or AD, and a discovery platform of small molecules for the inhibition of protein misfolding and aggregation in neurodegenerative disorders. Protein misfolding is an abnormal process in which a protein fails to fold in its normal configuration, rendering the protein toxic or inactive. Our goal is to develop disease modifying treatments for patients with AD and other neurological disorders by leveraging our expertise in inhibiting protein misfolding and aggregation.

Our lead product candidate, ALZ-801, is an orally administered inhibitor of beta amyloid misfolding. Beta amyloids are protein fragments that, when they misfold, form small neurotoxic aggregates, or oligomers. We believe that we are the only company developing a clinical stage small molecule with a mechanism of action designed to prevent the misfolding and aggregation of beta amyloid protein into neurotoxic oligomers. If ALZ-801 is approved, we believe it has the potential to be among the first drugs to intervene in an underlying mechanism of Alzheimer’s disease, or AD. The active ingredient of ALZ-801, tramiprosate, was evaluated in 16 clinical trials conducted by Bellus Health, Inc., including trials for AD with over 2,000 patients. In our post hoc analyses of data from these trials, we observed promising clinical signals in patients with the APOE4/4 homozygous genotype who have greater beta amyloid burden and develop AD earlier. In October 2017, ALZ-801 was granted Fast Track designation by the U.S. Food and Drug Administration, or the FDA, for the treatment of AD. We plan to initiate a Phase 2b trial of ALZ-801 in the first half of 2019 in the United States and, possibly, internationally in APOE4/4 homozygous patients with early to mild AD. We have commenced a Phase 1b clinical trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

We were incorporated and commenced operations in 2013. Since our incorporation, we have devoted substantially all of our resources to developing our lead product candidate, ALZ-801, building our intellectual property portfolio, business planning, raising capital and providing general and administrative support for these operations. To date, we have financed our operations with proceeds from the sales of convertible notes and preferred stock. Through June 30, 2018, we received gross proceeds of $27.8 million from our sales of our Series A and B preferred stock and convertible notes. In addition, from July 1, 2018 through August 22, 2018, we received additional gross proceeds of $1.7 million from the sale of our Series B preferred stock.

Since our inception, we have incurred significant losses. Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization, if approved, of ALZ-801 and other product candidates. We had net losses of $7.7 million, $5.5 million and $5.6 million for the years ended December 31, 2016 and 2017 and the six months ended June 30, 2018, respectively. As of June 30, 2018, we had an accumulated loss of $30.2 million. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. We anticipate that our expenses will increase substantially, particularly as we advance our product candidates from discovery through preclinical studies and clinical trials and seek approval for our product candidates.

 

70


Table of Contents

In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Further, upon the closing of this offering, we expect to incur additional costs associated with operating as a public company.

As a result, we will need additional financing to support our continuing operations. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity or debt financings or other sources, which may include collaborations with third parties. We may be unable to raise additional funds or enter into other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our product candidates.

Because of the numerous risks and uncertainties associated with drug development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

As of June 30, 2018, we had cash and cash equivalents of $3.1 million. We believe that the anticipated net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 24 months. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “—Liquidity and Capital Resources.”

Components of Our Results of Operations

Revenue

We have not generated any revenue from product sales and do not expect to generate any revenue, unless or until we obtain regulatory approval of and commercialize ALZ-801 or any future product candidates.

Operating Expenses

Our expenses since inception have consisted solely of research and development costs and general and administrative costs.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts, and the development of our product candidates, and include:

 

   

fees related to the acquisition of the rights to tramiprosate, ALZ-801 and other related rights and assets licensed from FB Health S.p.A., or FB Health;

 

   

expenses incurred under agreements with third parties, including contract research organizations, or CROs, that conduct research, preclinical activities and clinical trials on our behalf as well as contract manufacturing organizations, or CMOs, that manufacture our product candidates for use in our preclinical and clinical trials;

 

   

salaries, benefits and other related costs, including stock-based compensation expense, for personnel engaged in research and development functions;

 

   

costs of outside consultants, including their fees, stock-based compensation and related travel expenses;

 

71


Table of Contents
   

the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study and clinical trial materials;

 

   

costs related to compliance with regulatory requirements; and

 

   

facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

We expense research and development costs as incurred. We recognize costs for certain development activities, such as clinical trials, based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to us by our vendors and our clinical investigative sites. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our financial statements as prepaid or accrued research and development expenses.

We typically use our employee and infrastructure resources across our development programs. We track outsourced development costs and milestone payments made under our licensing arrangements by product candidate or development program, but we do not allocate personnel costs, license payments made under our licensing arrangements or other internal costs to specific development programs or product candidates. These costs are included in unallocated research and development expenses in the table below.

The following table summarizes our research and development expenses by product candidate or development program:

 

     Year Ended
December 31,
     Increase
(Decrease)
    Six Months
Ended June 30,
     Increase
(Decrease)
 
     2016      2017     2017      2018  
     (in thousands)     (in thousands)  

ALZ-801

   $ 2,707      $ 364      $ (2,343   $ 193      $ 572      $ 379  

Research, platform development and discovery and unallocated expenses

                

Personnel related (including share-based compensation)

     1,442        1,303      (139     515        979        464  

Facility related and other

     180        77        (103     39        92        53  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ 4,329      $ 1,744      $ (2,585   $ 747      $ 1,643      $ 896  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses will continue to increase for the foreseeable future as we initiate and continue additional clinical trials of ALZ-801, including our Phase 2b trial and Phase 1b trial, and continue to discover and develop additional product candidates.

We cannot determine with certainty the duration and costs of clinical trials of ALZ-801 or any other product candidate we may develop or if, when or to what extent we will generate revenue from the commercialization and sale of any product candidate for which we obtain marketing approval. We may never succeed in obtaining marketing approval for any product candidate. The duration, costs and timing of clinical trials and development of ALZ-801 and any other our product candidate we may develop will depend on a variety of factors, including:

 

   

number of clinical trials required for approval and any requirement for extension trials;

 

   

number of patients that participate in the clinical trials;

 

   

the scope, rate of progress, expense and results of clinical trials of ALZ-801, as well as of any future clinical trials of other product candidates and other research and development activities that we may conduct;

 

72


Table of Contents
   

uncertainties in clinical trial design and patient enrollment rates;

 

   

significant and changing government regulation and regulatory guidance;

 

   

efficacy and safety profile of the drug candidate;

 

   

the timing and receipt of any marketing approvals; and

 

   

the expense of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.

A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant delays in our clinical trials due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time on the completion of clinical development.

We have completed Phase 1 trials in the United Kingdom in volunteers to characterize the pharmacokinetic properties of ALZ-801 and we have commenced a Phase 1b trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future. At this time, we cannot reasonably estimate the cost for initiating and completing other clinical trials of ALZ-801.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, corporate and business development and administrative functions. General and administrative expenses also include legal fees relating to patent and corporate matters; professional fees for accounting, auditing, tax and consulting services; insurance costs; travel expenses; and facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

We expect that our general and administrative expenses will increase in the future as we increase our general and administrative personnel headcount to support personnel in research and development and to support our operations generally as we increase our research and development activities and activities related to the potential commercialization of ALZ-801 and any other product candidate we may develop, if approved. We also expect to incur increased expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with Nasdaq and the requirements of the Securities and Exchange Commission, or SEC; director and officer insurance costs; and investor and public relations costs.

Interest Expense, Net

Interest expense, net, consists primarily of interest expense associated with the issuance of our convertible notes, partially offset by interest income earned on our cash and cash equivalents. Our interest income has not been significant due to low investment balances and low interest earned on those balances.

Debt Conversion Charge

Debt conversion charge in the amount of $1.0 million included in our statement of operations for the year ended December 31, 2017 represents additional shares of Series B preferred stock issued to holders of convertible notes upon the conversion of their notes in May 2017, based on the per share price of the Series B shares sold to investors at that time. We had no remaining debt outstanding at December 31, 2017 and June 30, 2018.

 

73


Table of Contents

Income Taxes

Since our inception in 2013, we have not recorded any U.S. federal or state income tax benefits for the net losses we have incurred in any year or for our earned research and development tax credits, due to our uncertainty of realizing a benefit from those items. As of December 31, 2017, we had federal and state net operating loss carryforwards of $10.3 million and $9.1 million, respectively, which begin to expire in 2032. As of December 31, 2017, we also had federal and state research and development tax credit carryforwards of $0.2 million to offset future income taxes, which begin to expire in 2027.

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act, or TCJA, that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”.

Critical Accounting Policies and Use of Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in the notes to our financial statements appearing at the end of this prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Accrued Research and Development Expenses

As part of the process of preparing our financial statements, we are required to estimate our accrued research and development expenses. This process involves reviewing open contract and purchase orders, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated costs incurred for the services when we have not yet been invoiced or otherwise notified of the actual costs. The majority of our service providers invoice us in arrears for services performed on a pre-determined schedule or when contractual milestones are met; however, some require advanced payments. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. Examples of estimated accrued research and development expenses include fees paid to:

 

   

CROs in connection with performing research activities on our behalf and conducting preclinical studies and clinical trials on our behalf;

 

   

investigative sites or other service providers in connection with clinical trials;

 

   

vendors in connection with preclinical and clinical development activities; and

 

74


Table of Contents
   

vendors related to product manufacturing and development and distribution of preclinical and clinical supplies.

We base our expenses related to preclinical studies and clinical trials on our estimates of the services received and efforts expended pursuant to quotes and contracts with multiple CROs that conduct and manage preclinical studies and clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing fees, we estimate the time period over which services will be performed, enrollment of patients, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or amount of prepaid expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period. To date, we have not made any material adjustments to our prior estimates of accrued research and development expenses.

Stock-Based Compensation

We measure stock options and other stock-based awards granted to employees and directors based on their fair value on the date of the grant and recognize compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. We apply the straight-line method of expense recognition to all awards with only service-based vesting conditions and apply the graded-vesting method to all awards with performance-based vesting conditions or to awards with both service-based and performance-based vesting conditions. Based on the midpoint of the price range set forth on the cover of this prospectus, the aggregate intrinsic value of our exercisable stock options and unvested stock options as of June 30, 2018 was $6.7 million and $8.5 million, respectively.

For stock-based awards granted to non-employees, compensation expense is recognized over the period during which services are rendered by such non-employees until completed. At the end of each financial reporting period prior to the completion of the service, the fair value of these awards is remeasured using the then-current fair value of our common stock and updated assumption inputs in the Black-Scholes option-pricing model.

We estimate the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield.

Determination of Fair Value of Common Stock

As there has been no public market for our common stock to date, the estimated fair value of our common stock has been determined by our board of directors as of the date of each option grant, with input from management, considering our most recently available third-party valuations of common stock and our board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our common stock valuations were prepared using a hybrid method, which used market approaches to estimate our enterprise value. The hybrid method is a probability-weighed expected return method, or PWERM, where the equity value in one or more scenarios is calculated using an option-pricing method, or OPM. The OPM treats common

 

75


Table of Contents

stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceeded the value of the preferred stock liquidation preference at the time of the liquidity event, such as a strategic sale or a merger. The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for the company, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. These third-party valuations were performed at various dates, which resulted in valuations of our common stock of $1.74 per share and $11.78 per share as of December 31, 2016 and December 31, 2017, respectively.

In addition to considering the results of these third-party valuations, our board of directors considered various objective and subjective factors to determine the fair value of our common stock as of each grant date, including:

 

   

the prices at which we sold shares of preferred stock and the superior rights and preferences of the preferred stock relative to our common stock at the time of each grant;

 

   

the progress of our research and development programs, including the status and results of preclinical studies and clinical trials for our product candidates;

 

   

our stage of development and commercialization and our business strategy;

 

   

external market conditions affecting the biopharmaceutical industry and trends within the biopharmaceutical industry;

 

   

our financial position, including cash on hand, and our historical and forecasted performance and operating results;

 

   

the lack of an active public market for our common stock and our preferred stock;

 

   

the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or sale of our company in light of prevailing market conditions; and

 

   

the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry.

The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used significantly different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

 

76


Table of Contents

Results of Operations

Comparison of the six months ended June 30, 2017 and 2018

The following table summarizes our results of operations for the six months ended June 30, 2017 and 2018:

 

     Six Months
Ended June 30,
    Increase
(Decrease)
 
     2017     2018  
     (in thousands)  

Revenue

   $ —       $ —       $ —    

Operating expenses:

      

Research and development

     747       1,643       896  

General and administrative

     1,232       3,949       2,717  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     1,979       5,592       3,613  
  

 

 

   

 

 

   

 

 

 

Loss from operations

     (1,979     (5,592     (3,613

Interest expense (income)

     362       (14     376  

Debt conversion charge

     1,045       —         1,045  
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (3,386   $ (5,578   $ (2,192
  

 

 

   

 

 

   

 

 

 

Research and Development Expenses

 

     Six Months
Ended June 30,
     Increase
(Decrease)
 
     2017      2018  
     (in thousands)  

ALZ-801

   $ 193      $ 572      $ 379  

Research, platform development and discovery and unallocated expenses:

        

Personnel related (including share-based compensation)

     515        979        464  

Facility related and other

     39        92        53  
  

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 747      $ 1,643      $ 896  
  

 

 

    

 

 

    

 

 

 

Research and development expenses for the six months ended June 30, 2017 were $0.7 million, compared to $1.6 million for the six months ended June 30, 2018. The increase of $0.9 million was due primarily to an increase of $0.4 million of pre-clinical manufacturing costs related to ALZ-801, $0.3 million in share-based compensation expense and $0.2 million of consulting costs.

General and Administrative Expenses

General and administrative expenses were $1.2 million for the six months ended June 30, 2017, compared to $3.9 million for six months ended June 30, 2018. The increase of $2.7 million was primarily due to the write-off of deferred offering costs in the amount of $2.4 million related to our abandoned initial public offering in May 2018 and to $0.3 million higher non-cash stock compensation costs due to an increase in stock option activity, including the impact of options granted to consultants.

Interest Expense (Income)

Interest expense in the amount of $0.3 million for the six months ended June 30, 2017 was due to deferred interest and amortization of debt discount related to our convertible notes through May 25, 2017, at which time the convertible notes were converted to shares of Series B preferred stock. Interest income amounted to less than $0.1 million for the six months ended June 30, 2018.

 

77


Table of Contents

Debt Conversion Charge

We recognized a debt conversion charge of $1.0 million for the six months ended June 30, 2017 associated with the conversion of $10.7 million of convertible notes into Series B preferred stock based on a favorable conversion price in comparison to the per share issuance price of the Series B preferred stock.

Income Taxes

There was no provision for income taxes for the six months ended June 30, 2017 and 2018 because we have historically incurred operating losses and maintain a full valuation allowance against our deferred tax assets.

Comparison of the years ended December 31, 2016 and 2017

The following table summarizes our results of operations for the years ended December 31, 2016 and 2017:

 

     Year Ended
December 31,
    Increase
(Decrease)
 
     2016     2017  
     (in thousands)  

Revenue

   $ —       $ —       $ —    

Operating expenses:

      

Research and development

     4,329       1,744       (2,585

General and administrative

     2,603       2,308       (295
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     6,932       4,052       (2,880
  

 

 

   

 

 

   

 

 

 

Loss from operations

     (6,932     (4,052     (2,880

Other expense:

      

Interest expense, net

     (765     (353     (412

Debt conversion charge

     —         (1,045     1,045  
  

 

 

   

 

 

   

 

 

 
     (765     (1,398     633  
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (7,697   $ (5,450   $ (2,247
  

 

 

   

 

 

   

 

 

 

Research and Development Expenses

The following table summarizes our research and development expenses by product candidate or development program:

     Year Ended
December 31,
     Increase
(Decrease)
 
     2016      2017  
     (in thousands)  

ALZ-801

   $ 2,707      $ 364      $ (2,343

Research, platform development and discovery and unallocated expenses

        

Personnel related (including share-based compensation)

     1,442        1,303      (139

Facility related and other

     180        77        (103
  

 

 

    

 

 

    

 

 

 

Total

   $ 4,329      $ 1,744      $ (2,585
  

 

 

    

 

 

    

 

 

 

Research and development expenses were $4.3 million for the year ended December 31, 2016, compared to $1.7 million for the year ended December 31, 2017. The decrease of $2.6 million was due primarily to reduced research and development spending on ALZ-801 due to the completion of our clinical, toxicology and pharmacokinetics studies, as well as tablet formulation activities in early 2017. The decrease in research and development costs for the year ended December 31, 2017 was also due to a general reduction in spending to conserve our cash resources. We anticipate our research and development costs will increase in the future as we continue to advance the clinical development of ALZ-801 and any other product candidates.

 

78


Table of Contents

General and Administrative Expenses

General and administrative expenses were $2.6 million for the year ended December 31, 2016, compared to $2.3 million for the year ended December 31, 2017. The decrease of $0.3 million was primarily due to a decrease in consulting and payroll compensation expense due to fewer full-time employees and reduction in use of consultants, partially offset by an increase in stock-based compensation expense.

Interest Expense

Interest expense was $0.8 million for the year ended December 31, 2016, compared to $0.4 million for the year ended December 31, 2017. The decrease of $0.4 million was due primarily to a decrease of $0.4 million in deferred interest and amortization of debt discount as the convertible notes payable were outstanding for the entire year ended December 31, 2016 and were converted to shares of Series B preferred stock in May 2017.

Debt Conversion Charge

We recognized a debt conversion charge of $1.0 million for the year ended December 31, 2017 associated with the conversion of $10.7 million of convertible notes into Series B preferred stock based on a favorable conversion price in comparison to the per share issuance price of the Series B preferred stock.

Income Taxes

There was no provision for income taxes for the years ended December 31, 2016 and 2017 because we have historically incurred operating losses and maintain a full valuation allowance against our deferred tax assets.

Liquidity and Capital Resources

We have incurred operating losses since inception and have negative cash flows from operations. We had an accumulated deficit in the amount of $30.2 million as of June 30, 2018 and utilized $2.9 million of cash from operating activities for the six months then ended. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional funds and implement our business plan. In addition, our independent registered public accounting firm, in our report on our December 31, 2017 financial statements, has raised substantial doubt about our ability to continue as a going concern.

Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

We have not yet commercialized any of our product candidates and we do not expect to generate revenue from sales of any product candidates for several years, if at all. To date, we have financed our operations with proceeds from the sales of convertible notes and convertible preferred stock. Through June 30, 2018, we had received gross proceeds of $27.8 million from our sales of convertible notes and Series A and Series B preferred stock.

As of June 30, 2018, we had cash and cash equivalents of $3.1 million.

 

79


Table of Contents

Cash Flows

The following table summarizes our sources and uses of cash for each of the periods presented:

 

     Year Ended
December 31,
    Six Months
Ended June 30,
 
     2016     2017     2017     2018  
     (in thousands)  

Cash used in operating activities

   $ (7,560   $ (3,338   $ (1,669     (2,865

Cash used in investing activities

     (10     (13     (7     —    

Cash provided by (used in) financing activities

     3,013       6,993       4,717       (364
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash

   $ (4,557   $ 3,642     $ 3,041       (3,229
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Activities

During the six months ended June 30, 2018, we used $2.9 million of cash for our operating activities, resulting from our net loss of $5.6 million offset by cash provided by our operating assets and liabilities in the amount of $1.8 million, and by non-cash charges of $0.9 million during the six months ended June 30, 2018. The cash provided by our operating assets and liabilities was due primarily to the timing of accounts payable and accrued expenses related to professional service fees. Our non-cash charges during the six months ended June 30, 2018 consisted of $0.9 million of stock-based compensation.

During the six months ended June 30, 2017, we used $1.7 million of cash for our operating activities, resulting from our net loss of $3.4 million which was offset by non-cash charges of $1.6 million and cash provided by our operating assets and liabilities of $0.1 million during the six months ended June 30, 2017. Our non-cash charges during the six months ended June 30, 2017 consisted primarily of a debt conversion charge of $1.0 million, non-cash interest expense of $0.4 million and $0.2 million of stock-based compensation. Our changes in operating assets and liabilities of $0.1 million related to the timing of accounts payable and accrued expenses.

During the year ended December 31, 2017, we used $3.3 million of cash for our operating activities, resulting from our net loss of $5.5 million, which was partially offset by non-cash charges of $2.2 million. There was an insignificant amount of cash used in our operating assets and liabilities during the year ended December 31, 2017. Our non-cash charges during the year ended December 31, 2017 consisted of $1.0 million of a debt conversion charge, $0.7 million of stock-based compensation and $0.3 million of amortization of deferred financing costs and of deferred interest under our convertible notes.

During the year ended December 31, 2016, we used $7.6 million of cash for our operating activities, primarily resulting from our net loss of $7.7 million and cash used from changes in our operating assets and liabilities of $1.0 million, which were partially offset by non-cash charges of $1.1 million. Net cash used in our operating assets and liabilities during the year ended December 31, 2016 consisted of a decrease of $1.1 million in accounts payable and accrued expenses, partially offset by a $0.1 million increase in prepaid expenses. The decrease in accounts payable and accrued expenses were largely due to the timing of payment for our clinical-related costs for ALZ-801. Our non-cash charges during the year ended December 31, 2016 consisted of $0.3 million of stock-based compensation, $0.4 million of amortization of deferred financing costs and $0.4 million of deferred interest under our convertible notes.

Investing Activities

During the six months ended June 30, 2017 and 2018, we used an insignificant amount of cash in investing activities, consisting of the purchase of equipment.

 

80


Table of Contents

During the years ended December 31, 2016 and 2017, we used an insignificant amount of cash in investing activities, consisting of the purchase of equipment.

Financing Activities

During the six months ended June 30, 2018, net cash used in financing activities was $0.4 million due to costs during the first quarter of 2018 incurred in connection with our proposed initial public offering that was abandoned during the second quarter of 2018.

During the six months ended June 30, 2017, net cash provided by financing activities was $4.7 million, primarily due to net proceeds of $4.7 million from our issuance of Series B preferred stock.

During the year ended December 31, 2017, net cash provided by financing activities was $7.0 million, primarily due to net proceeds of $7.0 million from the issuance of our Series B preferred stock.

During the year ended December 31, 2016, net cash provided by financing activities was $3.0 million, primarily due to net proceeds of $2.9 million from our issuance of convertible notes as well as proceeds of $0.1 million from the exercise of options to purchase shares of our common stock.

Funding Requirements

We expect our expenses to increase substantially in connection with our development activities related to ALZ-801, including our planned Phase 2b trial of ALZ-801 and any other product candidates we may develop. In addition, commencing upon the closing of this offering, we expect to incur additional costs associated with operating as a public company. We expect that our expenses will increase substantially if and as we:

 

   

conduct one or more clinical trials for ALZ-801, including commencing our Phase 2b trial of ALZ-801;

 

   

continue research and initiate preclinical and clinical development of additional product candidates;

 

   

seek to develop additional pipeline candidates;

 

   

seek marketing approvals for ALZ-801 and any other product candidate that successfully completes clinical trials, if any;

 

   

establish a sales, marketing and distribution infrastructure to commercialize ALZ-801 and any other products for which we may obtain marketing approval;

 

   

require the manufacture of larger quantities of ALZ-801 or the manufacture of any other product candidates for clinical development and potentially commercialization;

 

   

maintain, expand and protect our intellectual property portfolio;

 

   

acquire or in-license other product candidates and technologies;

 

   

hire and retain additional clinical, quality control and scientific personnel;

 

   

build out new facilities or expand existing facilities to support our ongoing development activity; and

 

   

add operational, financial and management information systems and personnel, including personnel to support our product development, any future commercialization efforts and our transition to a public company.

As of June 30, 2018, we had cash and cash equivalents of $3.1 million. We believe that the anticipated net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 24 months. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

 

81


Table of Contents

Because of the numerous risks and uncertainties associated with the development of ALZ-801 and any other product candidates we may develop and because the extent to which we may enter into collaborations with third parties for development of our product candidates is unknown, we are unable to estimate the timing and amounts of increased capital outlays and operating expenses associated with completing the research and development of ALZ-801 or any other product candidate we may develop. Our future capital requirements will depend on many factors, including:

 

   

the scope, progress, results and costs of our future clinical trials of ALZ-801;

 

   

the development requirements of any future product candidates;

 

   

the costs, timing and outcome of regulatory review of our product candidates;

 

   

our ability to establish and maintain collaborations on favorable terms, if at all;

 

   

the success of any collaborations that we may enter into with third parties;

 

   

the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for product candidates, although we currently have no commitments or agreements to complete any such transactions;

 

   

the costs and timing of future commercialization activities, including product sales, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval, to the extent that such sales, marketing, manufacturing and distribution are not the responsibility of any collaborator that we may have at such time;

 

   

the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval;

 

   

the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; and

 

   

our headcount growth and associated costs as we expand our business operations and our research and development activities.

Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval for any product candidates or generate revenue from the sale of any products for which we may obtain marketing approval. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.

Adequate additional funds may not be available to us on acceptable terms, or at all. We do not currently have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences and anti-dilution protections that could adversely affect your rights as a common stockholder. Additional debt or preferred equity financing, if available, may involve agreements that include restrictive covenants that may limit our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends, which could adversely impact our ability to conduct our business, and may require the issuance of warrants, which could potentially dilute your ownership interest.

If we are unable to raise additional funds through equity or debt financings or collaborations, strategic alliances or licensing arrangements with third parties when needed, we may be required to delay, limit, reduce or terminate our product development programs or any future commercialization efforts. If we raise additional capital through future collaborations, strategic alliances or third-party licensing arrangements, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us.

 

82


Table of Contents

Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 31, 2017 and the effects that such obligations are expected to have on our liquidity and cash flow in future periods:

 

     Total      Less Than
1 Year
     1-3
Years
     3-5
Years
     More Than
5 Years
 
     (in thousands)  

Operating lease commitments (1)

   $ 108      $ 108      $ —        $ —        $ —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)   Represents minimum payments due for our lease of office and laboratory space in Framingham, Massachusetts under an operating lease agreement, which expires on January 15, 2019.

We enter into contracts in the normal course of business with CROs and CMOs for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts do not contain any minimum purchase commitments and are cancelable by us upon prior notice of 30 days and, as a result, are not included in the table of contractual obligations above. Payments due upon cancelation consist only of payments for services provided and expenses incurred up to the date of cancelation.

In October 2013, we entered into a license agreement with FB Health, or the FB Health Agreement, pursuant to which FB Health granted us an exclusive, worldwide (excluding Italy), sublicensable license to develop, manufacture and commercialize a group of related compounds, or Licensed Products, that includes ALZ-801. We are obligated to pay to FB Health royalties in the mid-single digits based on net sales of Licensed Products. Our royalty payment obligations to FB Health will end on a Licensed Product-by-Licensed Product and country-by-country basis when the relevant patents licensed to us expire. The FB Health Agreement also obligates us to make any payments that may become due under pre-existing agreements between Bellus Health, Inc., or Bellus, and Parteq Research and Development Innovations, or Parteq, and Her Majesty the Queen in Right of Canada, or TPC, related to the development and commercialization of Licensed Products, including payments per regulatory approval milestone in the low to mid six digits and low single digit percentage royalty payments on gross sales to Parteq and high single digit percentage payments on gross revenue to TPC up to a maximum of low eight digit payments. We have not included any contingent payment obligations under our license with FB Health in the table above as the amount, timing and likelihood of such payments are not known.

Internal Control Over Financial Reporting

During the preparation of our financial statements as of and for the year ended December 31, 2016, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. We did not appropriately design and implement controls over the review and approval of manual journal entries and the related supporting journal entry calculations as a result of a lack of adequate accounting personnel. We remediated this material weakness as of December 31, 2017 by utilizing an appropriate combination of full-time employees and consultants to review and approve manual journal entries and the supporting journal entry calculations.

We, and our independent registered public accounting firm, were not required to perform an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required by reporting requirements under Section 404 of the Sarbanes-Oxley Act, which we will be required to do if and when we cease to be an emerging growth company. “Risk Factors—Risks Related to this Offering and Our Common Stock—We will incur

 

83


Table of Contents

increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.”

Off-Balance Sheet Arrangements

We did not have during the period presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2 to our financial statements appearing at the end of this prospectus, such standards will not have a material impact on our financial statements or do not otherwise apply to our operations.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk related changes in interest rates. As of June 30, 2018, our cash equivalents consisted of money market accounts. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of our cash equivalents, an immediate 10% change in market interest rates would not have a material impact on the fair market value of our investment portfolio or on our financial position or results of operations.

 

84


Table of Contents

BUSINESS

Overview

We are a clinical stage biopharmaceutical company with a late-stage program in Alzheimer’s disease and a discovery platform of small molecules for the inhibition of protein misfolding and aggregation in neurodegenerative disorders. Protein misfolding is an abnormal process in which a protein fails to fold in its normal configuration, rendering the protein toxic or inactive. Our goal is to develop disease modifying treatments for patients with Alzheimer’s and other neurological disorders by leveraging our expertise in inhibiting protein misfolding and aggregation.

Our lead product candidate, ALZ-801, is an orally administered inhibitor of beta amyloid misfolding. Beta amyloids are protein fragments that, when they misfold and aggregate with other misfolded beta amyloid monomers, form small neurotoxic aggregates, or oligomers. We believe that we are the only company developing a clinical stage small molecule with a mechanism of action designed to prevent the misfolding and aggregation of beta amyloid protein into neurotoxic oligomers. If ALZ-801 is approved, we believe it has the potential to be among the first drugs to intervene in a key underlying mechanism of Alzheimer’s disease, or AD. The active ingredient of ALZ-801, tramiprosate, was evaluated in 16 clinical trials conducted by Bellus Health, Inc. (formerly Neurochem), or Bellus, including trials in AD, with over 2,000 patients. In our post hoc analyses of data from these trials, we observed promising clinical signals in a subset of patients with two copies of the APOE4 gene, or APOE4/4 homozygotes, who have greater beta amyloid burden and develop AD earlier. In October 2017, ALZ-801 was granted Fast Track designation by the U.S. Food and Drug Administration for the treatment of AD. To our knowledge, of the 78 product candidates currently in clinical development for AD, nine, including ALZ-801, have received Fast Track designation. We plan to initiate a Phase 2b trial of ALZ-801 in the first half of 2019 in the United States and, possibly, internationally. We have commenced a Phase 1b trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

We have designed our Phase 2b trial by applying recent advances in the understanding of the role of beta amyloid in AD, our elucidation of ALZ-801’s mechanism of action and insights into optimizing clinical trial designs for AD. APOE4/4 homozygotes have shown the highest rate of diagnostic accuracy for AD. In addition, APOE4/4 homozygotes carry a higher burden of beta amyloid, or Aß, oligomer pathology that plays an early role in the pathogenesis of AD and is specifically targeted by ALZ-801’s mechanism of action. Using a precision medicine approach in our Phase 2b trial, we intend to enroll APOE4/4 homozygous patients with early to mild AD.

We conducted two separate clinical investigations using cerebrospinal fluid samples from patients with AD, Mild Cognitive Impairment, or MCI, and other dementias. Based on integrated analyses, we have discovered that the major metabolite of tramiprosate, 3-SPA, is endogenously present in the human brain. Samples from 64 drug-naïve patients with cognitive deficits and 12 patients with AD treated with tramiprosate for 78 weeks in the Phase 3 trial conducted by Bellus in North America were investigated. In addition, we conducted separate preclinical animal studies using oral and intravenous doses of tramiprosate to characterize the pharmacokinetic, or PK, properties and brain penetration of 3-SPA. We also observed in an in vitro study conducted in an independent laboratory that 3-SPA had potent anti-Aß oligomer activity and inhibited aggregation of Aß42 into small oligomers at a 3-SPA:Aß42 concentration ratio comparable to tramiprosate. We believe these data indicate that 3-SPA may constitute a protective endogenous anti-Aß oligomer pathway within the human brain. In the 12 patients with AD who were receiving either 100 mg or 150 mg twice a day of tramiprosate in the Phase 3 trial, the levels of 3-SPA in the cerebrospinal fluid were approximately 10-fold greater than in the 64 drug-naïve patients with AD, MCI or other dementias whose samples were acquired as part of an investigative collaboration with an academic institution. In animal studies, exogenously administered 3-SPA displayed excellent brain penetration. In summary, we believe that these integrated data indicate that after oral administration of ALZ-801, 3-SPA resulting from the metabolism of ALZ-801 penetrates into the brain and exerts a neuroprotective effect. In

 

85


Table of Contents

addition, we believe that the clinical improvements observed in APOE4 positive AD patients in the Phase 3 trials of tramiprosate conducted by Bellus can, in part, be explained by the potential therapeutic effects of increased levels of 3-SPA in the brains of these patients. Based on the safety data from clinical trials of tramiprosate and ALZ-801, it was observed that 3-SPA was well tolerated in humans, and we believe its endogenous nature helps explain the excellent brain penetration of tramiprosate.

AD is a progressive neurodegenerative disorder caused by protein misfolding of beta amyloid and tau, a microtubule-associated protein in neurons, that leads to patients losing memory, cognitive and intellectual capabilities, and the ability to perform normal daily activities, resulting in the need for a full-time caretaker or nursing home placement and, ultimately, death. The cognitive loss caused by AD affects not only the patients, but it also has a profound impact on patients’ families and loved ones. Family members of AD patients experience enormous emotional, financial and physical strain that is associated with poorer health and well-being. There are an estimated 5.7 million people in the United States with AD, yet despite its far-reaching effects, there are no FDA-approved disease modifying treatments for these patients. Clinical trials in AD have failed for multiple reasons including misdiagnosis of AD patients, poor safety and tolerability, intervention at an inappropriate disease stage, suboptimal dose regimens and insufficient brain levels of active drug. We believe our novel mechanism of action and optimized clinical trial design have the potential to overcome these challenges.

Clinical Data with Tramiprosate and ALZ-801

ALZ-801 is a prodrug that is converted to the active ingredient, tramiprosate, in the human body. Tramiprosate was evaluated by Bellus in a heterogeneous population of 2,025 patients with a clinical diagnosis of mild to moderate AD in two Phase 3 trials conducted over 78 weeks. Tramiprosate was well tolerated in these trials, with the most commonly observed adverse events being nausea, vomiting and weight loss. Blood levels of tramiprosate in these patients showed substantial variability. ALZ-801 was designed to decrease this variability by improving oral absorption of tramiprosate and gastrointestinal tolerability. ALZ-801 has been tested in 127 healthy volunteers in Phase 1 trials in the United Kingdom, including elderly subjects, in which we observed an improved pharmacokinetic profile and gastrointestinal tolerability compared to tramiprosate. In 2013, we licensed ALZ-801 and preclinical and clinical data for tramiprosate from FB Health S.p.A., or FB Health, which holds a license from BHI Limited Partnership, an affiliate of Bellus, following Bellus’ decision to discontinue its Phase 3 program of tramiprosate. We completed post hoc analyses of Bellus’ Phase 3 trial results based on APOE4 status, a pre-specified covariate in Bellus’ statistical plan, which had showed substantial interaction. We observed promising clinical signals in APOE4/4 homozygotes, particularly in those at the mild stage of disease.

Our Platform

We have built a proprietary platform of diverse chemotypes designed to inhibit protein misfolding in neurodegenerative disorders, with an initial focus on AD. Our platform includes multiple proprietary libraries of over 10 unique chemotypes representing chemical diversity of more than 5,000 compounds with the potential to inhibit protein misfolding and disrupt protein-protein interactions, and prevent pathogenic processes leading to neurodegeneration. Our drug discovery platform is designed and engineered to capitalize on our scientific discovery of a novel mechanism of action, featuring specific multi-ligand drug-target interactions. Applying these insights and expertise, we are developing and optimizing the next generation of protein misfolding inhibitors for neurodegenerative diseases.

Our Team

We have assembled a highly experienced management team, board of directors and scientific advisory board to execute on our mission to develop disease modifying therapies for the treatment of neurodegenerative disorders. Our Founder and Chief Executive Officer, Martin Tolar, M.D., Ph.D., is a business leader, drug

 

86


Table of Contents

developer and neuroscientist, with expertise in neurodegeneration and the role of APOE4 in AD. Dr. Tolar has established and grown new companies and product opportunities, and with our Chief Scientific Officer, John Hey, Ph.D., built the first clinical ß-secretase inhibitor platform at CoMentis. Our management team has a deep scientific understanding of neurological and psychiatric disorders and a track record of successfully developing products to treat these diseases, including Aricept, Zomig, Banzel, Geodon and Zoloft. Our Chairman, Jean-Pierre Garnier, Ph.D., has extensive experience in growing and leading pharmaceutical companies as the former Chairman of Actelion and the former Chief Executive Officer of GlaxoSmithKline. Our Vice Chairman, Neil Flanzraich, has extensive experience leading life science and biotechnology companies as the former Vice Chairman and President of IVAX Corporation and the Executive Chairman and former Chief Executive Officer of Cantex Pharmaceuticals, Inc. Our scientific advisory board is led by Stanley Prusiner, M.D., a Nobel Prize recipient who pioneered the concept of transmissible protein misfolding as a cause of neurodegeneration and discovered that Aß also exhibits neurotoxicity through misfolding leading to the association of protein misfolding and aggregation with neurodegenerative disorders. We believe our team, with its deep scientific background, drug development experience and industry-leading business capabilities, positions us to become a leading company developing therapies for neurodegenerative disorders.

Our Strategy

Our objectives are to develop and gain regulatory approval for ALZ-801 for the treatment of AD and leverage our discovery platform to become a leading developer of novel therapeutics to treat AD and other neurodegenerative disorders.

The key elements of our strategy are:

 

   

Advance clinical development of ALZ-801 to approval. We expect to commence a Phase 2b trial in the United States and, possibly, internationally, for the treatment of APOE4/4 homozygotes with early to mild AD in the first half of 2019. We have commenced a Phase 1b trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

 

   

Commercialize ALZ-801 ourselves and in collaboration with one or more pharmaceutical companies. To commercialize ALZ-801, if approved, we intend to establish an internal sales and marketing team to target AD specialists in the United States and Europe. For the U.S. and European primary care AD markets, we intend to seek one or more marketing collaborations with pharmaceutical or biotechnology companies. We expect to seek separate development and commercialization collaborators in Japan and other parts of Asia.

 

   

Evaluate the development of ALZ-801 for other AD populations. After our initial focus on APOE4/4 homozygous AD patients, we plan to evaluate ALZ-801 in AD patients with one or no copies of the APOE4 gene who have brain Aß pathology. We also plan to develop ALZ-801 for patients with earlier stages of disease, such as prodromal AD or Mild Cognitive Impairment, or MCI.

 

   

Evaluate ALZ-801 for selected additional causes of dementia and other disorders. Protein misfolding and aggregation of Aß into neurotoxic oligomers may play a role in the pathology and cognitive impairment associated with other disorders, including Down syndrome, post-traumatic encephalopathy, inclusion body myositis and Parkinson’s disease. Based on its mechanism of action, we plan to investigate ALZ-801 in selected additional indications if we generate favorable data for ALZ-801 in AD.

 

   

Leverage our proprietary chemistry platform to develop therapeutics for other neurodegenerative disorders caused by protein misfolding. We have an extensive proprietary library of compounds designed to inhibit the misfolding of Aß and other proteins associated with neurodegenerative diseases. We are investigating the next generation of protein misfolding inhibitors and intend to progress one or more of these compounds through Investigational New Drug, or IND, submission. Our lead preclinical candidate, ALZ-1903, is a new chemical entity and a more potent inhibitor of Aß misfolding.

 

   

Expand our pipeline through in-licensing and acquisitions. We intend to leverage our expertise in drug development and business development to evaluate product candidates that are complementary to ALZ-801 and our therapeutic platform for neurodegenerative and psychiatric disorders.

 

87


Table of Contents

Alzheimer’s Disease and Market Opportunity

AD is a neurodegenerative disease characterized by progressive dementia, caused by protein misfolding of Aß and tau, which results in patients losing memory and cognitive and intellectual capabilities. The end stage of the disease is characterized by in the inability to recognize faces and use or understand language, and a complete lack of awareness of environment and surroundings, culminating in an inability to live and function independently, resulting in the need for a full-time caretaker or nursing home placement and, ultimately, death. According to the Alzheimer’s Association, AD affects an estimated 5.7 million people in the United States, of whom 5.5 million are over the age of 65. With the aging U.S. population, the number is expected to increase to nearly 14 million by 2050. Alzheimer’s Disease International estimates the Western European dementia population at 7.5 million and worldwide dementia population at 46.8 million, of whom 60-70% have AD. AD is currently the sixth leading cause of death in the United States and the only disease among the top 10 causes of mortality in the United States that cannot currently be prevented, cured or slowed. The Alzheimer’s Association estimates the direct costs of AD and other dementias in the United States in 2018 to be $277 billion. Epidemiological studies and clinical trials have shown that among AD patients in North America and Europe, 50%-65% possess either one or two copies of the APOE4 gene and 10%-15% have the APOE4/4 homozygous genotype, representing at least 550,000 APOE4/4 homozygous patients in North America and 500,000 in Europe. Approximately 25% of the U.S. population are carriers of the APOE4 allele, putting them at elevated risk for the development of AD.

Drugs that are currently approved for AD, such as donepezil, rivastigmine and memantine, are focused on treating the symptoms of AD, but not the underlying pathology of the disease. These drugs are designed to increase the activity of the central nervous system neurotransmitters involved in cognition and to provide modest short-term improvements in memory and function. Almost all drugs currently approved to treat AD are generic, with the total worldwide drug market worth approximately $6.5 billion in 2015 according to IMS Health; and the market for AD is expected to grow to approximately $15 billion by 2023. There are several late stage programs in development for AD that target amyloid pathology, including injectable anti-amyloid antibodies and oral ß-secretase inhibitors. Many programs have encountered various challenges in their development and, as a result, no new molecular entities to treat AD have been approved in the United States in almost 15 years. For example, anti-amyloid antibodies have low penetration into the brain and some have been associated with treatment-related vasogenic brain edema. Verubecestat, a ß-secretase inhibitor, failed to show efficacy in mild-to-moderate AD in a Phase 3 trial and late-stage development was discontinued. Late-stage development for two other ß-secretase inhibitors, lanabecestat and atabecestat, was also discontinued, although there are other ß-secretase inhibitors in development targeting the very early stages of AD. There are earlier stage programs that target tau protein pathology, including anti-tau antibodies. The efficacy and safety of these agents have not been established and, because tau pathology occurs downstream of amyloid toxicity, it is not yet understood at what clinical disease stage, if any, anti-tau approaches may be beneficial.

Beta Amyloid in Alzheimer’s Disease

Although the precise events that trigger AD are unknown, there is a large body of scientific evidence suggesting that Aß peptides, particularly soluble aggregated forms, or Aß oligomers, cause neuronal damage and cell death leading to the disease. Pathologically, AD is defined by the presence in the brain of insoluble extracellular Aß plaques and intracellular neurofibrillary tangles that are composed primarily of tau protein.

Aß peptides are derived from the amyloid precursor protein, or APP, an integral membrane protein, in neurons and astrocytes in the brain. Through the enzymatic cleavage of APP, Aß monomers are produced normally at low levels and cleared from the brain via cerebrospinal fluid. One view of AD is that APP is cleaved at an accelerated rate, producing increased amounts of soluble Aß monomers. These monomers then aggregate to form larger soluble Aß oligomers, which are neurotoxic and, over time, lead to loss of neuronal synapses, nerve cell dysfunction and, ultimately, nerve cell death. The consequences of this progressive cascade include the formation of amyloid plaques, loss of brain volume, particularly in the hippocampus, and a progressive decline in cognition and the ability to function.

 

88


Table of Contents

Inhibition of Aß formation, aggregation or deposition, or enhanced clearance from the brain are potential targets for disease modification in AD because of the following findings implicating the causal role of Aß:

 

   

Patients with autosomal dominant familial AD have gene mutations that cause alterations in the processing of Aß, leading to increased production and accumulation of amyloid in the brain and an early onset of disease.

 

   

Individuals with a gene mutation in APP that reduces Aß production have a lower risk of developing AD.

 

   

Down syndrome, which involves triplication of the gene for APP, results in lifetime over-expression of APP, increased production of Aß, accumulation of Aß in the brain, and the presence of AD pathology and dementia in approximately 50% of those who live to age 50.

Recent research and clinical trials support the importance of targeting amyloid oligomers early in disease progression, including the following findings:

 

   

Aß oligomer formation begins in AD patients, years before clinical signs of the disease appear.

 

   

Accumulation of Aß oligomers in the brain correlates with AD progression.

 

   

Patients with APOE4 have higher levels of Aß oligomers compared to non-carriers, which predisposes them to increased risk and early onset of AD.

 

   

Results from clinical trials of aducanumab in development by Biogen, Inc., or Biogen, and BAN2401 in development by Biogen and Eisai Co., Ltd., both injectable monoclonal antibodies that target Aß oligomers, showed reduced amyloid plaque in the brain and slowing of cognitive decline in mild AD patients.

APOE4 Genotype Marker and Beta-Amyloid Pathology

Apolipoprotein E plays a key role in neuronal maintenance and repair. The APOE4 variant of the gene that codes for apolipoprotein E is the most important genetic risk factor for AD and an important biomarker for Aß pathology. APOE4 carriers, individuals with one or two copies of the allele, have a four to 12-fold increased risk of developing AD, and an earlier onset of disease, when compared with APOE4 non-carriers. Studies in clinically diagnosed AD patients have shown that amyloid plaque, as measured by positron emission tomography, or PET, imaging or post-mortem pathology, is present in 95% of APOE4 carriers compared with 77% of non-carriers. In subjects with MCI, a noticeable form of cognitive decline that can lead to AD, PET imaging studies have shown that approximately 80% of APOE4/4 homozygous subjects had a high rate of Aß accumulation by age 60, compared to approximately 50% of APOE4 heterozygous subjects, who have one copy of APOE4, and 26% of APOE4 non-carriers. In clinical trials of a potential disease modifying treatment for mild or moderate AD patients, the correlation of APOE4 with abnormal amyloid PET scans was 98% in APOE4/4 homozygotes and 88% in APOE4 heterozygotes, compared to 62% in non-carriers.

In a post-mortem study of AD brains, APOE4/4 homozygotes were shown to have approximately a three-fold higher burden of brain Aß oligomers than APOE4 non-carriers despite similar Aß plaque pathology. The mean age of onset of AD in APOE4/4 homozygotes is 66 years, compared to a mean age of onset of 72 in those with one or no APOE4 allele. Biomarker studies provide evidence that Aß levels in cerebrospinal fluid, or CSF, are lower among APOE4 carriers. Aß levels in CSF are thought to be inversely related to brain Aß deposition and disease progression. These findings support the use of APOE4 genotyping as a predictive biomarker to enable identification of AD patients, reduce the potential for clinical misdiagnosis and provide a rationale for conducting a Phase 3 trial in APOE4/4 homozygotes with an inhibitor of Aß misfolding and Aß oligomer formation.

Our Solution: ALZ-801, A Novel Beta Amyloid Aggregation Inhibitor

Our lead product candidate, ALZ-801, is a patented, orally administered prodrug of tramiprosate that is designed to inhibit Aß oligomer formation. We believe ALZ-801 has the potential to be differentiated from other

 

89


Table of Contents

emerging therapies targeting AD pathology due to its novel mechanism of action, oral mode of administration and potential efficacy in a genetically-targeted population. If our development program is successful and ALZ-801 is approved, we believe it has the potential to be among the first drugs to intervene in an underlying mechanism of AD.

Bellus conducted a Phase 3 trial of tramiprosate in AD in North America, or the North American trial, and initiated a Phase 3 trial in the European Union. Following efficacy results in the North American trial that did not meet the primary endpoints, Bellus terminated its Phase 3 clinical program for oral tramiprosate. We conducted post hoc analyses of the results from the North American trial that suggested tramiprosate had potential efficacy in APOE4/4 homozygotes with mild AD at a dose of 150 mg twice daily. Using ADAS-cog, a research tool for assessing cognitive impairment, tramiprosate outperformed placebo by 5.4 points at Week 78 of the trial. Furthermore, using CDR-SB, a tool for quantifying cognition and functional performance, tramiprosate outperformed placebo by 1.25 points at Week 78. These treatment effects were demonstrated on top of standard of care with currently available therapies, and we believe represent meaningful clinical benefits for patients.

Based on our analyses, we identified what we believe are key deficiencies in Bellus’ clinical development program: the suboptimal PK performance of oral tramiprosate and the misdiagnosis of AD leading to many patients without AD pathology being enrolled in the trial. We believe that our ALZ-801 development program addresses these deficiencies through the improved PK profile of ALZ-801 and through our focus on APOE4/4 homozygous patients who carry a higher Aß burden and are less likely to be misdiagnosed with AD. We have built upon our ALZ-801 program upon the extensive preclinical and clinical data set for tramiprosate that we acquired from Bellus. In October 2015, the U.S. Food and Drug Administration, or FDA, accepted our Initial New Drug, or IND, application for ALZ-801. We plan to commence a Phase 2b trial of ALZ-801 in patients with early to mild AD in the first half of 2019. We have commenced a Phase 1b trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

 

90


Table of Contents

Mechanism of Action

We have conducted preclinical studies that have elucidated how tramiprosate works at the molecular level and how its mechanism of action may translate into observed clinical outcomes. In these studies, we used three independent molecular analytical methods, including Ion Mobility Mass Spectrometry, or IMS-MS, Nuclear Magnetic Resonance, or NMR, spectroscopy and molecular dynamics to characterize the conformational change leading to stabilization of amyloid as a monomer and the concentration-related interactions of tramiprosate with Aß42 monomers, which has been shown to be the most neurotoxic Aß species. The results of these studies show that multiple molecules of tramiprosate bind to soluble Aß42 monomers, producing an enveloping mechanism of action that stabilizes the conformation of the monomer. As shown in the figure below, this stabilizing action blocks the formation of neurotoxic Aß oligomers and, as a result, prevents the formation and growth of protofibrils and fibrils, ultimately leading to a reduction in the deposition of amyloid plaque.

 

 

LOGO

Unlike the classical notion of one drug molecule binding to one site at its target, such as a receptor or enzyme, we found that multiple molecules of tramiprosate simultaneously interact with multiple different sites on a single Aß42 monomer, which we refer to as the enveloping mechanism of action. This mechanism stabilized the Aß42 monomers and inhibited oligomer formation and elongation, as observed in independent bioanalytical experiments using IMS-MS technology and conformational analyses using molecular dynamics. No Aß42 oligomers were detected over a 24-hour incubation period when Aß42 monomers were treated with a 1,000-fold excess of tramiprosate. Using NMR spectroscopy and molecular dynamics, we also observed that tramiprosate binds to several key specific amino acid side chains of Aß42 monomers which are responsible for initiating the aggregation process. This action also prevents the monomer peptide from linking to other monomers and stabilizes the monomer conformation preventing misfolding. In addition, we conducted an analysis of the brain levels of tramiprosate in the North American trial and determined that the projected excess of tramiprosate versus Aß42 in humans, using the 150 mg twice daily dose that we believe showed promising clinical signals in APOE4/4 homozygotes, exceeds the 1,000-fold excess that was required to mediate the anti-oligomer mechanism of action in our preclinical studies. We believe that this clinical translation analysis supports a correlation of the mechanism of action with the clinical data in APOE4/4 homozygotes.

We believe that we have identified the molecular mechanism of action that accounts for the potential clinical benefits of ALZ-801 and tramiprosate in AD patients. We believe that this novel enveloping mechanism has utility in the development of disease modifying treatments for AD and other neurodegenerative diseases caused by misfolded proteins.

 

91


Table of Contents

Previous Tramiprosate Development

In 2013, we licensed worldwide rights (excluding Italy) to ALZ-801 and a portfolio of tramiprosate prodrug analogs. Our license also gave us rights to Bellus’ preclinical and clinical data for tramiprosate, including data from 10 Phase 1 trials, three Phase 2 trials (which includes an open label extension study), two placebo-controlled Phase 3 trials and a safety extension study of the North American Phase 3 trial in AD patients.

Preclinical Studies

In vitro studies conducted by Bellus documented tramiprosate’s ability to prevent the aggregation of Aß into insoluble fibrils. When neurons were incubated for 24 hours with high concentrations of Aß and treated with tramiprosate, Aß fibril formation was blocked, while amyloid fibrils were formed in untreated controls. In an in vivo study in a preclinical transgenic mouse model of AD, tramiprosate reduced Aß deposition in the cerebral cortex and reduced Aß plasma levels by over 60%. Total Aß was also shown to be significantly reduced in the brain.

We have conducted in vitro mechanistic studies to further characterize the anti-aggregation action of tramiprosate at the molecular level. In these studies, it was observed that increasing concentrations of tramiprosate interact directly with Aß monomers in an Aß enveloping action and inhibit the Aß aggregation cascade and consequent formation of soluble neurotoxic Aß oligomers. Through this novel mechanism of action, we believe that chronic tramiprosate treatment exerts amyloid anti-aggregation activity that is neuroprotective and, over time, may result in a reduction in amyloid neurotoxicity, synaptic dysfunction, neuronal loss and cognitive decline.

Phase 1 Clinical Trials

Bellus conducted Phase 1 clinical trials to evaluate the safety and tolerability of oral tramiprosate in 288 healthy subjects who were exposed to doses of 50-400 mg in a single dose study and 100-400 mg twice a day for up to 10 days in a multiple ascending dose study. The primary objectives in these Phase 1 trials were safety, tolerability and PK performance. In these clinical trials, tramiprosate was found to be well tolerated at doses of up to 150 mg twice daily by young and elderly healthy subjects. There was a dose related increase in the incidence of nausea and dizziness in subjects receiving tramiprosate, which was more common at the 300 and 400 mg dose level.

Phase 2 Clinical Trials

Bellus conducted a three-month, placebo-controlled, randomized Phase 2 trial in 58 AD patients, of whom 42 patients were enrolled in a 45-month, open-label extension. Bellus also conducted a trial in 24 cerebral amyloid angiopathy, or CAA, patients, a disease of cerebrovascular amyloidosis. These trial designs are summarized in the table below.

 

Phase 2 Trials with Oral Tramiprosate

Trial Description

  

N

  

Dosage

(twice daily)

  

Tramiprosate
Randomization
(drug:placebo)

  

Population

  

Key Endpoints

AD

   58   

50 mg

100 mg

150 mg

   45:13    Mild to Moderate AD    Safety, Tolerability and Pharmacokinetics / Pharmacodynamics

AD (Open-Label Extension)

   42    150 mg    42 on drug    Mild to Moderate AD    Safety and Tolerability

CAA

   24   

50 mg

100 mg

150 mg

   24 on drug    Lobar Cerebral Hemorrhage Related to Cerebral Amyloid Angiopathy    Safety, Tolerability and Pharmacokinetics

 

92


Table of Contents

In the Phase 2 trial and extension in AD patients, the secondary endpoints included changes in Aß CSF levels, as well as effects on cognition. As shown in the figure below, there was a dose dependent reduction of CSF Aß42 levels, which supports the proposed mechanism of action, as well as the doses for the Phase 3 trial with oral tramiprosate.

 

 

LOGO

In all three Phase 2 trials, a similar serious adverse event profile observed across treatment groups and placebo. The most common adverse effects reported were nausea, vomiting, diarrhea, falls, weight loss and dizziness.

 

93


Table of Contents

Tramiprosate Phase 3 Trials

Bellus conducted two randomized, placebo-controlled Phase 3 trials of tramiprosate, one in North America and one in the European Union, involving a total of 2,025 patients with mild to moderate AD, over an 18-month (78-week) period and a safety extension of the North American trial. These trial designs are summarized in the table below.

 

Phase 3 AD Trials with Oral Tramiprosate

Trial Description

   N     

Dosage

(twice daily)

  

Tramiprosate
Randomization
(drug:placebo)

  

Population

  

Key Endpoints

North American Trial

     1,052     

100 mg

150 mg

   699:353    Mild to Moderate AD    Efficacy and Safety

Open-Label Extension to North American Trial

     736      150 mg    736 on drug    Mild to Moderate AD    Safety and Efficacy Over Up to 1 Additional Year

European Union Trial

     973     

100 mg

150 mg

   647:326    Mild to Moderate AD    Efficacy and Safety as Add-on Therapy

Phase 3 Clinical Trial in North America

The North American trial enrolled 1,052 patients and was conducted at 67 sites in the United States and Canada. In this multi-center, randomized, double-blind, placebo-controlled trial, patients received 100 mg or 150 mg twice daily of tramiprosate or placebo for 78 consecutive weeks. Enrollment criteria included a diagnosis of mild to moderate AD defined as a score of 16 to 26, inclusive, on the Mini-Mental State Examination, or MMSE, a standard screening and staging test for AD. Almost all patients were also receiving a commercially available cholinesterase inhibitor and approximately half were taking memantine. All patients were on stable doses of these medications for at least four months prior to initial screening.

The objectives of the North American trial were to evaluate the efficacy and safety of tramiprosate in patients with mild to moderate AD. Efficacy was evaluated using ADAS-cog and CDR-SB. The secondary objectives included the Disability Assessment for Dementia, or DAD, which evaluates functional activities of daily living, the Neuropsychiatric Inventory, or NPI, which assesses psychopathology in dementia patients, the MMSE, and the Clinician’s Interview-Based Impression of Change Plus Caregiver Input, which provides an overall global assessment of response to treatment. The trial included a sub-study with volumetric magnetic resonance imaging, or MRI, measurements in approximately one-third of patients at baseline and 78 weeks. The North American trial population consisted of approximately 75% with mild AD (MMSE 19-26) and approximately 25% with moderate AD (MMSE 16-18). Approximately 60% of all enrolled patients were APOE4 carriers.

A total of 736 patients who completed the full 78 weeks of the North American trial went on to participate in an open-label extension trial, in which they received 150 mg twice daily of tramiprosate for up to an additional 78 weeks. Patients were titrated over an eight-week period from 50 mg to 150 mg twice daily. The baseline visit in the extension trial coincided with the Week 78 end-of-trial visit of the North American trial. Patients remained blinded to the prior double-blind treatment when they entered the extension trial and were assessed every 13 weeks for the duration of the trial.

The results of the North American trial in the overall study population, which included APOE4 carriers and non-carriers, did not show a statistically significant difference between the treatment and placebo groups for the primary endpoints. Further analyses based on APOE4 status were not performed at the time of the North American trial due to the termination of the tramiprosate program by Bellus.

Bellus’ analyses suggested a tramiprosate effect on ADAS-cog benefit and showed less hippocampal volume loss for tramiprosate 100 mg and 150 mg compared to placebo. This activity suggests protection from

 

94


Table of Contents

neuronal loss in the specific brain regions involved in memory function. Confounding the results were the variance of tramiprosate blood levels within and between patients, and an unexpectedly low deterioration rate in placebo patients, possibly because these patients had dementia but not AD.

In the North American trial, tramiprosate was well tolerated, with a similar serious adverse event profile observed across treatment and placebo groups. The most common adverse events, occurring in more than 10% of patients, were nausea, falls, dizziness, weight loss, urinary tract infection and vomiting. In the extension trial, tramiprosate was generally well-tolerated with adverse events similar to those in the North American trial.

Phase 3 Trial in the European Union

Bellus conducted a double-blind, placebo-controlled Phase 3 trial in the European Union, or the European trial, with patients randomized to receive placebo or 100 mg or 150 mg twice daily of tramiprosate for 78 weeks. The design of the European trial was identical to the North American trial, except that memantine use was strictly prohibited.

The primary endpoints were change from baseline relative to placebo on ADAS-cog and CDR-SB. The trial enrolled 973 patients before it was terminated due to discontinuation of the oral tramiprosate program by Bellus. Of the 973 enrolled patients, 363 (37%) had completed the full 78 weeks of the trial at the time the trial was terminated.

In the European trial, the adverse event profile was similar to that of the North American trial. We plan to use these safety data to support future development of ALZ-801.

Clinical Analyses of Tramiprosate Phase 3 Program

We conducted post hoc analyses of the data from the completed North American trial, incorporating our understanding of recent insights into AD biology, namely the role of APOE4 in amyloid pathology at the early stages of AD. We systematically analyzed the data set based on the number of APOE4 alleles, which was a pre-defined variable in Bellus’ statistical analysis plan. Approximately 60%, or 627, of the patients enrolled in the trial were APOE4 carriers, of whom 475 patients were APOE4 heterozygotes and 152 patients were APOE4/4 homozygotes. We believe this post hoc analysis showed promising clinical signals in APOE4 carriers. We subsequently analyzed these data based on disease stage at the onset of the trial.

We believe the key results of these analyses suggest the following for tramiprosate at 150 mg twice daily:

 

   

Tramiprosate may provide a clinical benefit in APOE4/4 homozygotes, an intermediate, more limited clinical benefit in APOE4 heterozygotes and no clinical benefit in non-carriers, which we refer to as a gene-dose effect.

 

   

In APOE4/4 homozygotes with mild to moderate AD, defined as MMSE scores of 16 to 26, aged 85 years or younger, the effect on ADAS-cog compared to placebo was 3.9 points at 65 weeks and 3.1 points at 78 weeks, which we believe suggests a meaningful clinical benefit in APOE4/4 homozygotes.

 

   

In the subgroup of APOE4/4 homozygotes with mild AD, which we defined as MMSE scores of 22 to 26, the effect on ADAS-cog was larger and sustained over 78 weeks.

 

   

No cases of vasogenic brain edema, known as ARIA-E, were reported in 426 patients evaluated with MRI in Bellus’ Phase 3 program.

 

95


Table of Contents

The efficacy results in the North American trial in APOE4/4 homozygous patients with mild to moderate AD, 85 years or younger, for ADAS-cog and CDR-SB are summarized in the figure below.

 

 

LOGO

Potential Benefit on ADAS-cog and CDR-SB in

APOE4/4 Homozygous Patients with Mild to Moderate AD

 

96


Table of Contents

Consistent with tramiprosate’s mechanism of action, the analyses suggested that the compound’s effect was greater in patients with higher Aß burden, such as APOE4/4 homozygotes. Among patients in the trial receiving 150 mg twice daily of tramiprosate, APOE4/4 homozygous patients showed greater benefit in ADAS-cog than APOE4 heterozygous patients. Non-carriers showed no benefit, with increasing declines in cognition over the course of the trial. This gene-dose effect is shown in the following chart.

 

 

LOGO

Potential Benefit on ADAS-cog and CDR-SB

According to APOE4 Genotype in Mild to Moderate AD

 

97


Table of Contents

Further analysis of APOE4/4 homozygous patients with mild AD revealed clinical signals for tramiprosate 150 mg twice daily compared to placebo on ADAS-cog of 5.4 points, and on CDR-SB of 1.25 points that were sustained at 78 weeks. We believe these effects represent compelling cognitive and functional benefits of 128% and 83%, respectively, compared to placebo. These results are shown in the chart below.

 

 

LOGO

Potential Benefit on ADAS-cog and CDR-SB in APOE4/4 Homozygous Patients with Mild AD

In APOE4/4 homozygotes with mild AD who entered the North American long-term extension trial and continued on 150 mg twice daily, the improvements on ADAS-cog and CDR-SB compared to placebo that were observed at 78 weeks continued over 2.5 years compared to placebo patients that were switched to 150 mg twice daily at the start of the extension study and did not show similar improvements.

Post-Trial Observations

We believe that in both the North American and European trials, the results were confounded by patients included in the trials being inaccurately diagnosed as having AD and the sub-optimal PK performance of the oral tramiprosate formulation used in the trials, resulting in substantial variability in blood levels of tramiprosate.

Accuracy of Clinical Diagnosis

In approximately 30% of patients, the disease did not worsen during the trial, which suggests these patients were misdiagnosed and had other forms of dementia. In recent AD studies where amyloid PET imaging was performed in a subset of mild and moderate AD patients, the rate of negative amyloid scans was 38% in APOE4 non-carriers, 12% in APOE4 heterozygous patients and only 2% in APOE4/4 homozygous patients. In these studies, APOE4 carrier status was a surrogate for the presence of amyloid pathology and a more accurate diagnosis of AD.

Pharmacokinetic Variability

In 12-hour PK studies based on a subset of samples taken during the North American trial, plasma concentrations for both tramiprosate and its active metabolite were found to be highly variable (up to 100%) in many patients up to approximately 4-6 hours following administration. As shown in the graph below, there was

 

98


Table of Contents

substantial overlap in tramiprosate exposure between 100 mg twice daily and 150 mg twice daily doses due to large inter-subject variability in absorption of oral tramiprosate.

 

 

LOGO

High Variability of Tramiprosate Plasma Levels in North American Trial

Tramiprosate: Summary of Key Conclusions

We believe that the trials and analyses described above represent a substantial body of clinical and preclinical data supporting further investigation of our approach to AD. A summary of our conclusions includes:

 

   

Oral tramiprosate showed meaningful and sustained clinical benefits in a genetically-defined population of AD patients across multiple late-stage trials.

 

    This effect was greatest in APOE4/4 homozygotes, who consistently exhibit high levels of Aß pathology and are most likely to have an accurate diagnosis of AD dementia at study entry.

 

    The clinical benefits were even more pronounced in APOE4/4 homozygotes with mild AD, a stage when Aß oligomers are likely to play a critical role in neurotoxicity.

 

    The duration of these effects was consistent and maintained throughout an 18-month Phase 3 trial, and these effects continued in the long-term extension for up to 130 weeks.

 

   

Tramiprosate demonstrated target engagement and pharmacodynamic activity.

 

    A novel mechanism of action has been elucidated for tramiprosate, demonstrating a multi-ligand enveloping effect of multiple molecules acting in concert to inhibit the misfolding and aggregation of amyloid monomers.

 

    A pharmacodynamic effect was seen in a Phase 2 trial showing dose-dependent lowering of CSF Aß42 levels up to 50-70% relative to placebo.

 

   

Oral tramiprosate exhibited variable PK both within and between patients.

 

    Variable absorption of tramiprosate resulted in inconsistent plasma exposures of drug.

 

    This observed variability is likely due to high levels of gastrointestinal metabolism.

 

   

Oral tramiprosate was observed to have a similar serious adverse event profile across treatment groups and placebo in more than 2,000 patients across five clinical AD trials.

 

    Similar serious adverse event profile across treatment groups and placebo and acceptable tolerability was observed with tramiprosate for doses up to 150 mg twice daily.

 

99


Table of Contents
    The most common adverse events were nausea and vomiting, which we believe were primarily due to local gastrointestinal metabolism and irritation.

Based on the above findings, we believe our solution, ALZ-801, whose active metabolite is tramiprosate, may capture the favorable attributes described above, such as specific target engagement and profound clinical effects, while its prodrug structure is designed to address the less favorable attributes, such as variable PK and imperfect gastrointestinal tolerability. We believe that if we can successfully complete a prospective trial in APOE4/4 homozygotes with early to mild AD, it will represent a paradigm shift in the treatment of this disease and dramatically improve the lives of these patients and their loved ones.

ALZ-801

Background

ALZ-801 was developed to improve gastrointestinal tolerability and the PK profile of tramiprosate by allowing ALZ-801 to be absorbed through the gut wall in a prodrug inactive form and metabolized into active tramiprosate after absorption into the bloodstream. The data from our oral ALZ-801 clinical program in 127 subjects showed an acceptable adverse events profile, improved gastrointestinal tolerability and more consistent plasma levels.

 

 

LOGO

 

100


Table of Contents

The table below compares tramiprosate with ALZ-801.

 

    

Oral Tramiprosate

  

ALZ-801

Structure

   LOGO   

 

LOGO

Pharmacokinetics

  

•  High inter-patient variability

  

•  Improved GI uptake

 

•  Decreased inter-patient variability

 

•  More consistent absorption and delivery

Tolerability

  

•  Gastrointestinal tolerability issues (variable metabolism in gut)

  

•  Improved GI tolerability

 

•  Extensive safety database (by bridging to tramiprosate data)

Mechanism of Action

  

•  Incomplete understanding at molecular level

  

•  Well-characterized at molecular level

 

•  Published in peer reviewed journals

Intellectual Property

  

•  Limited protection

  

•  Composition of Matter until 2031 (US) and 2027 (U.S., EU and Japan)

 

•  Method of Use until 2036

ALZ-801 Preclinical Studies and Phase 1 Clinical Trials

We conducted multiple studies to complete the required preclinical package to file the IND for ALZ-801 and to support further development from Phase 1 through the initiation of a Phase 3 trial.

Key findings from these studies were:

 

   

In Vitro Safety, Metabolism and Excretion

 

    No findings in a standard battery of in vitro safety pharmacology tests, including cardiac, hepatic metabolism and drug-drug interactions, or DDI.

 

    No hepatic DDI or transport DDI liability identified.

 

   

Pharmacokinetics

 

    Consistent PK profile across preclinical species including in vivo studies in rats and minipigs.

 

    ~40-50% oral bioavailability in humans and of the plasma component ~40% enters central nervous system penetration at steady state.

 

    Excretion through kidneys.

 

   

Good Laboratory Practice, or GLP, Toxicology: Chronic Studies

 

    Favorable toxicology profile with high maximum tolerated doses demonstrated in a one-month study in rats and minipigs and a 6-month study in rats.

 

   

Negative Genotoxicity

 

    Negative GLP AMES test (a standard test for DNA mutations), negative in vitro chromosome aberration test and GLP in vivo micronucleus test (a standard chromosomal abnormality test).

 

101


Table of Contents

In preclinical PK studies, ALZ-801 showed near-linear dose proportionality across species and demonstrated improved brain exposure compared to oral tramiprosate. We also completed the studies required to characterize the nonclinical safety of ALZ-801. The safety and GLP toxicology bridging program included studies that support development of ALZ-801 through NDA submission. Overall, we believe that the observed adverse events profile of ALZ-801 supports continued development of ALZ-801.

ALZ-801 Development: Completed Safety and Supportive Trials

ALZ-801 was evaluated in three Phase 1 clinical trials conducted in the United Kingdom in a total of 127 patients. The primary objectives of the Phase 1 clinical trials were safety, tolerability and PK performance. ALZ-801 dosed as either a capsule or a tablet, was absorbed rapidly upon oral administration. After absorption through the gastrointestinal tract, ALZ-801 was rapidly and fully converted to tramiprosate in liver and plasma. The PK data showed that an oral dose of 265 mg of ALZ-801 twice daily yields plasma exposure equivalent to oral tramiprosate at 150 mg twice daily, the dosage that we believe showed positive cognitive and functional improvements in APOE4/4 homozygous patients in the Phase 3 trials conducted by Bellus. Tramiprosate derived from oral ALZ-801 also displayed near-linear dose-related proportionality in plasma exposure. In addition, ALZ-801 prolonged steady state elimination half-life from 3-6 hours for oral tramiprosate to up to more than 24 hours for tramiprosate delivered via oral ALZ-801, which indicates extended release of tramiprosate in plasma from the prodrug. We also observed substantially reduced inter-individual PK variability in all dose groups, which is likely due to the reduced metabolism of ALZ-801 in the gastrointestinal tract.

ALZ-801 was well tolerated in the Phase 1 studies with no treatment-emergent adverse events, serious adverse events or adverse events leading to discontinuation. No trends were observed in laboratory tests, vital signs or electrocardiogram parameters, and no dose-limiting toxicity or maximum tolerated dose was observed over two weeks at doses up to 342 mg twice daily. The 265 mg dose twice daily of ALZ-801 was well tolerated at plasma concentrations that matched or exceeded the plasma exposure equivalent to oral tramiprosate at a dose of 150 mg twice daily. The most common adverse events were instances of transient mild nausea and sporadic instances of vomiting, without evidence of a dose response. The incidences of nausea and vomiting were markedly lower during the second week of treatment, suggesting development of tolerance upon continued use. The absence of a relationship to drug exposure suggests that nausea and vomiting are most likely due to local gastrointestinal tract irritation. Administration of ALZ-801 with food further reduced nausea or vomiting in some subjects. We believe these clinical trials and nonclinical toxicology studies support bridging of the safety data from Bellus’ clinical development program for tramiprosate at equivalent exposure.

ALZ-801 Development Plan and Regulatory Strategy

Our strategy is to advance ALZ-801 into a Phase 3 program building upon the extensive safety data generated in the tramiprosate development program, the elucidation of tramiprosate’s mechanism of Aß oligomer inhibition and our clinical data showing an improvement in PK and gastrointestinal tolerability. We plan to commence a Phase 2b trial of ALZ-801 in APOE4/4 homozygous patients with early to mild AD in the first half of 2019. We have commenced a Phase 1b trial of ALZ-801 in the United States in AD patients who possess one or two copies of the APOE4 gene, and plan to dose the first patient in the near future.

To obtain alignment with the FDA on our plans and trial design for ALZ-801 for the treatment of APOE4/4 homozygous AD patients, we submitted safety data from the tramiprosate Phase 3 trials, together with our APOE4 subgroup efficacy analyses to the FDA prior to a scheduled End-of-Phase 2 meeting. The purpose of an End-of-Phase 2 meeting is to provide the sponsor of a drug with agreement on the safety of proceeding to Phase 3, to evaluate the Phase 3 plan and trial design, and to identify any additional information necessary to support a marketing application. In written responses, the FDA did not consider these subgroup data as supporting the efficacy of tramiprosate in APOE4/4 homozygous AD patients because they are post hoc analyses from a negative study and are based on a small subset. The FDA further indicated that, should an initial Phase 3 trial of ALZ-801 demonstrate efficacy in treating APOE4/4 homozygous patients, we may need to substantiate that

 

102


Table of Contents

evidence through a second adequate and well-controlled clinical study. The FDA indicated that a single study approval would require the Phase 3 trial to demonstrate efficacy that is robust and unquestionable.

The FDA did not, however, raise any objection to our clinical trial designs and authorized us to initiate a Phase 3 program in APOE4/4 homozygous AD patients. In addition, the FDA agreed with the use of tramiprosate clinical and nonclinical data to support the safety database requirements for a New Drug Application submission for ALZ-801. The FDA had no questions regarding the submitted Phase 3 safety analyses of tramiprosate. In October 2017, the FDA designated ALZ-801 as a Fast Track development program for the investigation of AD.

In February 2018, the FDA released draft guidance with respect to early AD trials, which discusses the clinical meaningfulness of cognitive effects, and potentially supports the use of cognitive assessments as primary outcome measures. The EMA also issued a new guidance document regarding the clinical investigation of medicines for AD, which suggests that cognitive assessments may potentially serve as primary outcome measures in clinical investigations and further describes the use of APOE4 status and other genetic markers to enrich the AD clinical trial population. We are evaluating our development plans in light of these new documents, as we believe they could enable us to conduct a more streamlined clinical development program.

Phase 1b Trial

We have commenced a two-week Phase 1b trial of ALZ-801 in the United States, and plan to dose the first patient in the near future. We expect to enroll six to eight early to mild AD patients in this trial with either one or two copies of the APOE4 allele and with an MMSE score of 20-28. The trial will evaluate the safety, efficacy and PK of ALZ-801 and will collect samples to enable exploratory analyses of the biomarkers of the AD process.

Phase 2b Trial

The Phase 2b trial will be an 18-month, double-blind, placebo-controlled trial in APOE4/4 homozygous patients with early to mild AD. We plan to recruit approximately 160 patients for this study in North America and, possibly, internationally. The single primary outcome of this trial will be to assess the benefit on cognition as measured by ADAS-cog at the end of treatment, defined as a difference compared to placebo of 3.5 points. We believe that the choice of this validated cognitive scale as the primary outcome in this early to mild AD population is consistent with the recent draft FDA guidance on AD trials. The trial will be designed with greater than 80% power to detect efficacy on ADAS-cog. Since previous data suggested that tramiprosate may decrease loss of hippocampus volume or atrophy, this trial will also include assessments of hippocampus volume on brain volumetric MRI testing, which we anticipate will enable assessment of a biomarker of disease modification. We plan to recruit clinically diagnosed AD patients at the early to mild stage of disease with MMSE scores of 20-28 and a global CDR of 0.5 or 1, who are confirmed as having the APOE4/4 homozygous genotype using a standard blood test. Subjects who are on background cholinesterase inhibitors will be required to have a stable dose prior to enrollment. The secondary outcomes are expected to include CDR-SB, DAD, MMSE and, possibly, other measures. We expect to commence this study in the first half of 2019.

Future Development

We believe ALZ-801 may have utility in other AD populations beyond APOE4/4 homozygous patients with early to mild disease. These populations include APOE4 heterozygous patients, APOE4/4 homozygous patients with earlier stage disease such as MCI due to AD, and cognitively normal at-risk APOE4/4 homozygotes. If our planned clinical trials are successful, we intend to investigate the development of ALZ-801 in one or more of these groups. We are also evaluating strategies for exploring the potential of ALZ-801 in several other conditions, including dementia in Down syndrome.

In addition to evaluating the potential of ALZ-801 in AD and related disorders, we have commenced preclinical testing of a lead preclinical candidate compound, ALZ-1903. We will also continue to develop our protein misfolding platform to bring additional compounds to candidate status over the next few years.

 

103


Table of Contents

Material Agreements

FB Health License Agreement

In October 2013, we entered into a license agreement with FB Health, or the FB Health Agreement, pursuant to which FB Health granted us an exclusive, worldwide (excluding Italy), sublicensable license to develop, manufacture and commercialize a group of related compounds, or Licensed Products, that includes ALZ-801. FB Health obtained its rights to the patents, data and know-how that it licensed to us through an exclusive, worldwide, sublicensable license granted by BHI Limited Partnership, or BHI, to FB Health under a separate agreement, or the BHI Agreement. Our license from FB Health permits us to develop and commercialize ALZ-801 for all purposes other than the diagnosis or treatment of AA amyloidosis. We also received the exclusive right to use and reference in our regulatory submissions, preclinical and clinical data related to Licensed Products, including the data from two large Phase 3 clinical trials conducted by Bellus in tramiprosate.

Under the FB Health Agreement, we are obligated to use commercially reasonable efforts to develop at least one Licensed Product and, if it receives regulatory approval, to commercialize the Licensed Product. In addition, we are required to dose a patient with a Licensed Product in a clinical trial no later than October 2018, which we believe we will meet with the dosing of the first patient in our Phase 1b trial of ALZ-801.

Under the FB Health Agreement, we are obligated to pay to FB Health royalties in the mid-single digits based on net sales of Licensed Products. If we grant sublicenses of our license from FB Health, we will owe payments to FB Health equal to a mid-single digit percentage of certain payments that we receive from our sublicensees. Our royalty payment obligations to FB Health will end on a Licensed Product-by-Licensed Product and country-by-country basis when the relevant patents licensed to us under the FB Health Agreement expire. The FB Health Agreement also obligates us to make any payments that may become due under pre-existing agreements between Bellus and Parteq Research and Development Innovations, or Parteq, and Bellus and Her Majesty the Queen in Right of Canada, or TPC, related to the development and commercialization of Licensed Products, including milestone payments for each regulatory approval of the Licensed Products on a per-indication basis to Parteq in the low to mid six digits and low single digit percentage royalty payments on gross sales to Parteq and high single digit percentage payments on gross revenue to TPC up to a maximum of low eight digit payments. Under the Bellus Agreement, FB Health has payment obligations to Bellus that correspond to our payment obligations to FB Health.

When we entered into the FB Health Agreement, we granted to FB Health an exclusive option to obtain the exclusive right to commercialize Licensed Products in Italy. If we decide to submit a marketing authorization application for any Licensed Product in Italy, whether directly or through the centralized European Medicines Agency, or EMA, filing procedure, we are obligated to notify FB Health, and FB Health would have the right to exercise its option within a specified time after it receives our notification. If FB Health exercises the option, then we would enter into a separate agreement with FB Health in which we would grant to FB Health an exclusive, royalty-free, fully paid license to commercialize Licensed Products in Italy on terms that are set forth in the FB Health Agreement plus additional, commercially reasonable terms that would be negotiated at the time of FB Health’s exercise of its option. The terms that are set forth in the FB Health Agreement include an obligation for us to use commercially reasonable efforts to supply FB Health’s requirements for Licensed Products at a specified price and the right for FB Health to retain the revenues it receives from the sale of Licensed Products in Italy without paying any royalties or other amounts to us, except to reimburse us for specified portion of amounts paid if we obtain certain licenses to third-party intellectual property. We will not be able to commercialize Licensed Products in Italy unless FB Health does not exercise its exclusive option described above.

If we or our affiliates, contractors or certain sublicensees make any inventions or discoveries during the term of the FB Health Agreement that rely on or incorporate patents, data or know-how licensed to us by FB Health, then we are obligated to assign ownership of those inventions and discoveries, or Improvements, to FB Health, which is in turn obligated to assign ownership of the Improvements to BHI. The Improvements will automatically be included in the exclusive license granted by BHI to FB Health under the BHI Agreement and in

 

104


Table of Contents

the exclusive license granted by FB Health to us under the FB Health Agreement, and we will be obligated to make royalty payments to FB Health on account of sales of products that use the Improvements and to share with FB Health a percentage of certain payments that we receive if we grant sublicenses to the Improvements.

We have the right to terminate the FB Health Agreement for any reason after a specified notice period or on account of FB Health’s bankruptcy or material, uncured breach of the FB Health Agreement. FB Health has the right to terminate the FB Health Agreement upon our bankruptcy or if we breach our payment or material obligations under the FB Health Agreement and do not cure the breach within the specified period. If the FB Health Agreement is terminated for any reason, the licenses granted to us by FB Health will terminate and we will be obligated to assign to FB Health our regulatory approvals and other regulatory filings for Licensed Products and to transfer to FB Health all data in our possession relating to the Licensed Products or relating to the patents, data and know-how that were previously licensed to us.

In October 2013, we entered into a side letter agreement with FB Health and BHI. Under the terms of the side letter agreement, we are entitled to exercise certain rights of FB Health under the BHI Agreement, we will have the opportunity (but not any obligation) to cure any breach by FB Health of the BHI Agreement prior to its termination on account of such breach, and we will have the right obtain a direct license from BHI if the BHI Agreement is terminated under certain circumstances.

Sales and Marketing

If ALZ-801 is approved in the United States and Europe, we plan to market our product to AD specialists, such as neurologists, geriatric specialists and AD clinics. We could do this by either establishing a relationship with a pharmaceutical company, or building a marketing and sales infrastructure internally or through a third-party sales and marketing organization. For the primary care physician AD market, we plan to establish relationships with one or more pharmaceutical companies to market ALZ-801. In Asia, we plan to establish a strategic alliance to complete development of ALZ-801 and market our product candidate.

Manufacturing

ALZ-801 is a small molecule that is manufactured using commercially available technologies. We are not dependent on a single supplier for any of the components of ALZ-801. We rely on third-party contractors for manufacturing clinical supply and plan to do so for commercial supply, if approved.

Manufacturing of ALZ-801 or any product candidate is subject to extensive regulations that impose extensive procedural and documentation requirements, which govern recordkeeping, manufacturing processes and controls, personnel, quality control and quality assurance, among others.

Competition

The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. We face potential competition from many different sources, including pharmaceutical and biotechnology companies, academic institutions and governmental agencies and public and private research institutions. Any product candidates that we successfully develop and commercialize, including ALZ-801, may compete with existing therapies and new therapies that may become available in the future.

Our competitors may have significantly greater financial resources, established presence in the market, expertise in research and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals and reimbursement and marketing approved products than we do. These competitors also compete with us in recruiting and retaining qualified scientific, sales, marketing and management personnel, establishing

 

105


Table of Contents

clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.

The key competitive factors affecting the success of ALZ-801, and any other product candidates that we develop to address neurodegenerative disorders, if approved, are likely to be their efficacy, safety, convenience, price, the level of generic competition and the availability of reimbursement from government and other third-party payors. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours. In addition, our ability to compete may be affected in many cases by insurers or other third-party payors seeking to encourage the use of generic products.

Currently Marketed Compounds

Currently available treatments for AD include the acetylcholinesterase inhibitors donepezil, galantamine and rivastigmine; and memantine, which blocks the current at the glutamate receptor. These medications are available generically although specific dosage forms and combinations are proprietary. These medications enhance cognition in dementia, but they do not affect the disease process and their benefits have generally only been demonstrated in short-term clinical trials of six months or less. These medications are prescribed routinely for patients with AD and are considered the standard of care at present.

Compounds in Late-Stage Development

Several compounds with disease modifying potential are currently in the late stages of development for various stages of AD. These fall into two broad categories: monoclonal antibody immunotherapies and ß-secretase inhibitors.

Monoclonal Antibody Immunotherapies

Several pharmaceutical companies are developing monoclonal antibody immunotherapies to treat AD. These include Biogen’s aducanumab, Eisai and Biogen’s BAN2401, and Roche’s crenezumab and gantenerumab. Aducanumab is currently in Phase 3 development with top-line data expected in early 2020. BAN2401 completed a Phase 2 study for which positive top-line data was announced in July 2018. Top-line data for the first trial of crenezumab are expected in late 2020 and top-line data for the gantenerumab trials are expected in 2022.

ß-Secretase Inhibitors

Several pharmaceutical companies are developing ß-secretase inhibitors to treat AD. These include Eisai’s elenbecestat and Novartis and Amgen’s CNP520. Top-line data for elenbecestat’s Phase 3 trial are expected in 2020. Two Phase 2/3 studies of CNP520 have been initiated, one in APOE4/4 homozygotes only, and one in APOE carriers. These studies are estimated to be completed in 2024.

Intellectual Property

We strive to protect and enhance the proprietary technologies, inventions and improvements that we believe are important to our business, including seeking, maintaining and defending patent rights, whether developed internally or licensed from third parties. Our policy is to seek to protect our proprietary position by, among other methods, pursuing and obtaining patent protection in the United States and in jurisdictions outside of the United States related to our proprietary technology, inventions, improvements, platforms and our product candidates that are important to the development and implementation of our business.

 

106


Table of Contents

As of July 31, 2018, our portfolio of owned and licensed patents consisted of two issued U.S. patents, four pending U.S. patent applications, two pending U.S. provisional patent applications, 22 issued foreign patents and 36 pending foreign applications including one patent application made under the Patent Cooperation Treaty, or PCT. These patents and patent applications include claims directed to the composition of matter of, pharmaceutical compositions of, methods of use of, and methods for selecting subsets of patients for treatment with ALZ-801, with expected expiry dates between 2027 and 2039.

The patent portfolio relating to our product candidates includes seven patent families:

 

   

The first of these patent families relates to ALZ-801 and other amino acid prodrugs of tramiprosate as compositions of matter, pharmaceutical compositions and methods of use thereof, as well as other compounds related to tramiprosate. As of December 31, 2017, this patent family includes granted patents covering ALZ-801 and other amino acid prodrugs of tramiprosate in the United States, Europe, Australia, Canada, China, Eurasia, Hong Kong, India, Israel, Japan, Macau, New Zealand, South Korea, Singapore and South Africa. We expect patents in this family that cover ALZ-801 and other amino acid prodrugs of tramiprosate to expire in 2027 in non-U.S. jurisdictions and in 2031 in the United States due to Patent Term Adjustment. We expect foreign and US patents in this family to cover compounds other than ALZ-801 to expire in 2027.

 

   

The second of these patent families relates to stratification of patients to whom ALZ-801 is administered based on APOE4 carrier status. We expect patents in this family to expire in 2035.

 

   

The third of these patent families relates to stratification of patients to whom ALZ-801 is administered based on APOE4 carrier status and the severity of disease. We expect patents in this family to expire in 2036.

 

   

The fourth of these patent families relates to a genus of compounds, compositions and methods of use that have a similar mechanism of action as ALZ-801. We expect patents in this family to expire in 2036.

 

   

The fifth of these patent families relates to another genus of compounds, compositions and methods of use that have a similar mechanism of action as ALZ-801. We expect patents in this family to expire in 2038.

 

   

The sixth of these patent families relates to 3-sulfopropanoic acid (3-SPA), a metabolite of both ALZ-801 and tramiprosate, that we have discovered is also an endogenous compound that protects against the formation of toxic amyloid oligomers. This patent family relates to methods of treating and preventing Alzheimer’s disease with 3-SPA and the use of 3-SPA as a biomarker for treatment of Alzheimer’s disease patients with tramiprosate, ALZ-801, or 3-SPA. We expect patents in this family to expire in 2039.

 

   

The seventh of these patent families relates to prodrug forms of 3-SPA, compositions thereof and methods of use. We expect patents in this family to expire in 2039.

Individual patents extend for varying periods depending on the date of filing of the patent application or the date of patent issuance and the legal term of patents in the countries in which they are obtained. Generally, patents issued for regularly filed applications in the United States are granted a term of 20 years from the earliest effective non-provisional filing date. In addition, in certain instances, a patent term can be extended to recapture a portion of the U.S. Patent and Trademark Office, or USPTO, delay in issuing the patent as well as a portion of the term effectively lost as a result of the FDA regulatory review period. However, as to the FDA component, the restoration period cannot be longer than five years and the total patent term including the restoration period must not exceed 14 years following FDA approval. The duration of foreign patents varies in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date. However, the actual protection afforded by a patent varies on a product by product basis, from country to country and depends upon many factors, including the type of patent, the scope of its coverage, the availability of regulatory-related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the patent.

Furthermore, we rely upon trade secrets and know-how and continuing technological innovation to develop and maintain our competitive position. We seek to protect our proprietary information, in part, using confidentiality

 

107


Table of Contents

agreements with our collaborators, employees and consultants and invention assignment agreements with our employees. We also have confidentiality agreements or invention assignment agreements with our collaborators and selected consultants. These agreements are designed to protect our proprietary information and, in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship with a third party. These agreements may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our collaborators, employees and consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Our commercial success will also depend in part on not infringing upon the proprietary rights of third parties. It is uncertain whether the issuance of any third-party patent would require us to alter our development or commercial strategies, or our drugs or processes, obtain licenses or cease certain activities. Our breach of any license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future drugs may have an adverse impact on us. If third parties have prepared and filed patent applications prior to March 16, 2013 in the United States that also claim technology to which we have rights, we may have to participate in interference proceedings in the USPTO, to determine priority of invention. For more information, please see “Risk Factors—Risks Related to Our Intellectual Property.”

Government Regulation

The FDA and comparable regulatory authorities in state and local jurisdictions and in other countries impose substantial and burdensome requirements upon companies involved in the clinical development, manufacture, marketing and distribution of drugs, such as those we are developing. These agencies and other federal, state and local entities regulate, among other things, the research and development, testing, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion, distribution, post-approval monitoring and reporting, sampling and export and import of our product candidates.

U.S. Government Regulation of Drug Products

In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the FDA’s refusal to approve pending NDAs, withdrawal of an approval, imposition of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.

The process required by the FDA before a drug may be marketed in the United States generally involves the following:

 

   

Completion of preclinical laboratory tests, animal studies and formulation studies in compliance with the FDA’s good laboratory practice, or GLP, regulations.

 

   

Submission to the FDA of an investigational new drug application, or IND, which must become effective before human clinical trials may begin.

 

   

Approval by an independent institutional review board, or IRB, at each clinical site before each trial may be initiated.

 

   

Performance of adequate and well-controlled human clinical trials in accordance with good clinical practice, or GCP, requirements to establish the safety and efficacy of the proposed drug product for each indication.

 

108


Table of Contents
   

Submission to the FDA of an NDA.

 

   

Satisfactory completion of an FDA advisory committee review, if applicable.

 

   

Satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current good manufacturing practice, or cGMP, requirements and to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity.

 

   

Satisfactory completion of FDA audits of clinical trial sites to assure compliance with GCPs and the integrity of the clinical data.

 

   

Payment of user fees and securing FDA approval of the NDA.

 

   

Compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy, or REMS, and the potential requirement to conduct post-approval studies.

Preclinical Studies

Preclinical studies include laboratory evaluation of product chemistry, toxicity and formulation, as well as animal studies to assess potential safety and efficacy. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data and any available clinical data or literature, among other things, to the FDA as part of an IND. Some preclinical testing may continue even after the IND is submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions related to one or more proposed clinical trials and places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, submission of an IND may not result in the FDA allowing clinical trials to initiate.

Clinical Trials

Clinical trials involve the administration of the investigational new drug to human subjects under the supervision of qualified investigators in accordance with GCP requirements, which include the requirement that all research subjects provide their informed consent in writing for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated. A protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA as part of the IND. In addition, an IRB at each institution participating in the clinical trial must review and approve the plan for any clinical trial before it initiates at that institution. Information about certain clinical trials must be submitted within specific timeframes to the National Institutes of Health, or NIH, for public dissemination on their www.clinicaltrials.gov website.

Human clinical trials are typically conducted in three sequential phases, which may overlap or be combined:

 

   

Phase 1: The drug is initially introduced into healthy human subjects or patients with the target disease or condition and tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion and, if possible, to gain an early indication of its effectiveness.

 

   

Phase 2: The drug is administered to a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

 

   

Phase 3: The drug is administered to an expanded patient population, generally at geographically dispersed clinical trial sites, in well-controlled clinical trials to generate enough data to statistically evaluate the efficacy and safety of the product for approval, to establish the overall risk-benefit profile of the product, and to provide adequate information for the labeling of the product.

 

109


Table of Contents

Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if serious adverse events occur. Phase 1, Phase 2 and Phase 3 trials may not be completed successfully within any specified period, or at all. Furthermore, the FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.

Marketing Approval

Assuming successful completion of the required clinical testing, the results of the preclinical and clinical studies, together with detailed information relating to the product’s chemistry, manufacture, controls and proposed labeling, among other things, are submitted to the FDA as part of an NDA requesting approval to market the product for one or more indications. In most cases, the submission of an NDA is subject to a substantial application user fee. Under the Prescription Drug User Fee Act, or PDUFA, guidelines that are currently in effect, the FDA has a goal of ten months from the date of “filing” of a standard NDA, for a new molecular entity to review and act on the submission. This review typically takes twelve months from the date the NDA is submitted to FDA because the FDA has approximately two months to make a “filing” decision.

In addition, under the Pediatric Research Equity Act of 2003, or PREA, as amended and reauthorized, certain NDAs or supplements to an NDA must contain data that are adequate to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations, and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after approval of the product for use in adults, or full or partial waivers from the pediatric data requirements. An Agreed Initial Pediatric Study Plan requesting a waiver from the requirement to conduct clinical studies has been submitted to the FDA.

The FDA also may require submission of a risk evaluation and mitigation strategy, or REMS, plan to ensure that the benefits of the drug outweigh its risks. The REMS plan could include medication guides, physician communication plans, assessment plans, and/or elements to assure safe use, such as restricted distribution methods, patient registries, or other risk minimization tools.

The FDA conducts a preliminary review of all NDAs within the first 60 days after submission, before accepting them for filing, to determine whether they are sufficiently complete to permit substantive review. The FDA may request additional information rather than accept an NDA for filing. In this event, the application must be resubmitted with the additional information. The resubmitted application is also subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA reviews an NDA to determine, among other things, whether the drug is safe and effective and whether the facility in which it is manufactured, processed, packaged or held meets standards designed to assure the product’s continued safety, quality and purity.

The FDA may refer an application for a novel drug to an advisory committee. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, which reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.

Before approving an NDA, the FDA typically will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving an NDA, the FDA may inspect one or more clinical trial sites to assure compliance with GCP requirements.

 

110


Table of Contents

After evaluating the NDA and all related information, including the advisory committee recommendation, if any, and inspection reports regarding the manufacturing facilities and clinical trial sites, the FDA may issue an approval letter, or, in some cases, a complete response letter. A complete response letter generally contains a statement of specific conditions that must be met in order to secure final approval of the NDA and may require additional clinical or preclinical testing in order for FDA to reconsider the application. Even with submission of this additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. If and when those conditions have been met to the FDA’s satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications.

Even if the FDA approves a product, it may limit the approved indications for use of the product, require that contraindications, warnings or precautions be included in the product labeling, require that post-approval studies, including Phase 4 clinical trials, be conducted to further assess a drug’s safety after approval, require testing and surveillance programs to monitor the product after commercialization, or impose other conditions, including distribution and use restrictions or other risk management mechanisms under a REMS, which can materially affect the potential market and profitability of the product. The FDA may prevent or limit further marketing of a product based on the results of post-marketing studies or surveillance programs. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes, and additional labeling claims, are subject to further testing requirements and FDA review and approval.

Special FDA Expedited Review and Approval Programs

The FDA has various programs, including fast track designation, accelerated approval, priority review, and breakthrough therapy designation, which are intended to expedite or simplify the process for the development and FDA review of drugs that are intended for the treatment of serious or life-threatening diseases or conditions and demonstrate the potential to address unmet medical needs. The purpose of these programs is to provide important new drugs to patients earlier than under standard FDA review procedures.

To be eligible for a fast track designation, the FDA must determine, based on the request of a sponsor, that a product is intended to treat a serious or life-threatening disease or condition and demonstrates the potential to address an unmet medical need. The FDA will determine that a product will fill an unmet medical need if it will provide a therapy where none exists or provide a therapy that may be potentially superior to existing therapy based on efficacy or safety factors. The FDA may review sections of the NDA for a fast track product on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the NDA. ALZ-801 was granted fast track designation in October 2017.

The FDA may give a priority review designation to drugs that offer major advances in treatment, or provide a treatment where no adequate therapy exists. A priority review means that the goal for the FDA to review an application is six months, rather than the standard review of ten months under current PDUFA guidelines. Under the current PDUFA agreement, these six and ten month review periods are measured from the “filing” date rather than the receipt date for NDAs for new molecular entities, which typically adds approximately two months to the timeline for review and decision from the date of submission. Most products that are eligible for fast track designation are also likely to be considered appropriate to receive a priority review.

In addition, products tested for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may be eligible for accelerated approval and may be approved on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, or IMM, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the

 

111


Table of Contents

severity, rarity or prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA may require a sponsor of a drug receiving accelerated approval to perform post-marketing studies to verify and describe the predicted effect on IMM or other clinical endpoint, and the drug may be subject to accelerated withdrawal procedures.

Moreover, under the provisions of the Food and Drug Administration Safety and Innovation Act, or FDASIA, passed in July 2012, a sponsor can request designation of a product candidate as a “breakthrough therapy.” A breakthrough therapy is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. Drugs designated as breakthrough therapies are also eligible for accelerated approval. The FDA must take certain actions, such as holding timely meetings and providing advice, intended to expedite the development and review of an application for approval of a breakthrough therapy.

Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened. We may explore some of these opportunities for our product candidates as appropriate.

Accelerated Approval Pathway

The FDA may grant accelerated approval to a drug for a serious or life-threatening condition that provides meaningful therapeutic advantage to patients over existing treatments based upon a determination that the drug has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit. The FDA may also grant accelerated approval for such a condition when the product has an effect on an intermediate clinical endpoint that can be measured earlier than an effect on IMM, and that is reasonably likely to predict an effect on IMM or other clinical benefit, taking into account the severity, rarity or prevalence of the condition and the availability or lack of alternative treatments. Drugs granted accelerated approval must meet the same statutory standards for safety and effectiveness as those granted traditional approval.

For the purposes of accelerated approval, a surrogate endpoint is a marker, such as a laboratory measurement, radiographic image, physical sign or other measure that is thought to predict clinical benefit, but is not itself a measure of clinical benefit. Surrogate endpoints can often be measured more easily or more rapidly than clinical endpoints. An intermediate clinical endpoint is a measurement of a therapeutic effect that is considered reasonably likely to predict the clinical benefit of a drug, such as an effect on IMM. The FDA has limited experience with accelerated approvals based on intermediate clinical endpoints, but has indicated that such endpoints generally may support accelerated approval where the therapeutic effect measured by the endpoint is not itself a clinical benefit and basis for traditional approval, if there is a basis for concluding that the therapeutic effect is reasonably likely to predict the ultimate clinical benefit of a drug.

The accelerated approval pathway is most often used in settings in which the course of a disease is long and an extended period of time is required to measure the intended clinical benefit of a drug, even if the effect on the surrogate or intermediate clinical endpoint occurs rapidly. Thus, accelerated approval has been used extensively in the development and approval of drugs for treatment of a variety of cancers in which the goal of therapy is generally to improve survival or decrease morbidity and the duration of the typical disease course requires lengthy and sometimes large trials to demonstrate a clinical or survival benefit.

The accelerated approval pathway is usually contingent on a sponsor’s agreement to conduct, in a diligent manner, additional post-approval confirmatory studies to verify and describe the drug’s clinical benefit. As a result, a drug candidate approved on this basis is subject to rigorous post-marketing compliance requirements, including the completion of Phase 4 or post-approval clinical trials to confirm the effect on the clinical endpoint. Failure to conduct required post-approval studies, or confirm a clinical benefit during post-marketing studies,

 

112


Table of Contents

would allow the FDA to withdraw the drug from the market on an expedited basis. All promotional materials for drug candidates approved under accelerated regulations are subject to prior review by the FDA.

Orphan Drug Designation and Exclusivity

Under the Orphan Drug Act, the FDA may designate a drug product as an “orphan drug” if it is intended to treat a rare disease or condition (generally meaning that it affects fewer than 200,000 individuals in the United States, or more in cases in which there is no reasonable expectation that the cost of developing and making a drug product available in the United States for treatment of the disease or condition will be recovered from sales of the product). A company must request orphan product designation before submitting an NDA. If the request is granted, the FDA will disclose the identity of the therapeutic agent and its potential use. Orphan product designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.

If a product with orphan status receives the first FDA approval for the disease or condition for which it has such designation or for a select indication or use within the rare disease or condition for which it was designated, the product generally will be receiving orphan product exclusivity. Orphan product exclusivity means that the FDA may not approve any other applications for the same product for the same indication for seven years, except in certain limited circumstances. If a drug or drug product designated as an orphan product ultimately receives marketing approval for an indication broader than what was designated in its orphan product application, it may not be entitled to exclusivity. Orphan exclusivity will not bar approval of another product under certain circumstances, including if a subsequent product with the same active ingredient for the same indication is shown to be clinically superior to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company with orphan drug exclusivity is not able to meet market demand. Further, the FDA may approve more than one product for the same orphan indication or disease as long as the products contain different active ingredients. Moreover, competitors may receive approval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a different indication for which the orphan product has exclusivity.

Post-Approval Requirements

Drugs manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion and reporting of adverse experiences with the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims are subject to prior FDA review and approval. There are continuing, annual program user fee requirements for any marketed products.

The FDA may impose a number of post-approval requirements as a condition of approval of an NDA. For example, the FDA may require post-marketing testing, including Phase 4 clinical trials, and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization.

In addition, drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and state agencies, and are subject to periodic unannounced inspections by the FDA and these state agencies for compliance with cGMP requirements. Changes to the manufacturing process are strictly regulated and often require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP requirements and impose reporting and documentation requirements upon the sponsor and any third-party manufacturers that the sponsor may decide to use. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain cGMP compliance.

Once an approval of a drug or medical device is granted, the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the

 

113


Table of Contents

market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in mandatory revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical trials to assess new safety risks; or imposition of distribution or other restrictions under a REMS program. Other potential consequences include, among other things:

 

   

Restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls.

 

   

Fines, warning letters or holds on post-approval clinical trials.

 

   

Refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product approvals.

 

   

Product seizure or detention, or refusal to permit the import or export of products.

 

   

Injunctions or the imposition of civil or criminal penalties.

The FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market. Drugs or devices may be promoted only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability.

U.S. Coverage and Reimbursement

Significant uncertainty exists as to the coverage and reimbursement status of our product candidate for which we may seek regulatory approval. Sales in the U.S. will depend in part on the availability of adequate financial coverage and reimbursement from third-party payors, which include government health programs such as Medicare, Medicaid, TRICARE and the Veterans Administration, as well as managed care organizations and private health insurers. Prices at which we or our customers seek reimbursement for our product candidates can be subject to challenge, reduction or denial by payors.

The process for determining whether a payor will provide coverage for a product is typically separate from the process for setting the reimbursement rate that the payor will pay for the product. Third-party payors may limit coverage to specific products on an approved list or formulary, which might not include all of the FDA-approved products for a particular indication. Also, third-party payors may refuse to include a particular branded drug on their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or other alternative is available. Medicare Part D, Medicare’s outpatient prescription drug benefit, contains protections to ensure coverage and reimbursement for oral oncology products, and all Part D prescription drug plans are required to cover substantially all oral anti-cancer agents. However, a payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be available. Private payors often rely on the lead of the governmental payors in rendering coverage and reimbursement determinations. Sales of our product candidates will therefore depend substantially on the extent to which the costs of our products will be paid by third-party payors. Achieving favorable coverage and reimbursement from the Centers for Medicare and Medicaid Services (“CMS”) and/or the Medicare Administrative Contractors is typically a significant gating issue for successful introduction of a new product.

Third-party payors are increasingly challenging the price and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy. In order to obtain coverage and reimbursement for any product that might be approved for marketing, we may need to conduct studies in order to demonstrate the medical necessity and cost-effectiveness of any products, which would be in addition to the costs expended to obtain regulatory approvals. Third-party payors may not consider our product candidates to be medically necessary or cost-effective compared to other available therapies, or the rebate percentages required to secure favorable coverage may not yield an adequate margin over cost or may not enable us to maintain price levels sufficient to realize an appropriate return on our investment in drug development.

 

114


Table of Contents

U.S. Healthcare Fraud and Abuse Laws and Compliance Requirements

We are subject to various federal and state laws targeting fraud and abuse in the healthcare industry. These laws may impact, among other things, our proposed sales and marketing programs. In addition, we may be subject to patient privacy regulation by both the federal government and the states in which we conduct our business. The laws that may affect our operations include:

 

   

the federal Anti-Kickback Statute, which prohibits, among other things, persons from soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs. The term “remuneration” has been broadly interpreted to include anything of value;

 

   

federal false claims and civil monetary penalties laws, including the federal civil False Claims Act, which prohibits anyone from, among other things, knowingly presenting, or causing to be presented, for payment to federal programs (including Medicare and Medicaid) claims for items or services that are false or fraudulent;

 

   

provisions of HIPAA, which created new federal criminal statutes that prohibit, among other things, knowingly and willfully executing a scheme to defraud any healthcare benefit program or making false statements in connection with the delivery of or payment for healthcare benefits, items or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, impose certain requirements relating to the privacy, security and transmission of individually identifiable health information; and

 

   

the federal Physician Payment Sunshine Act requirements, under the Patient Protection and Affordable Care Act, which require manufacturers of certain drugs and biologics to track and report to CMS payments and other transfers of value they make to U.S. physicians and teaching hospitals as well as physician ownership and investment interests in the manufacturer.

Regulation Outside the United States

To the extent that any of our product candidates, once approved, are sold in a foreign country, we may be subject to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws and implementation of corporate compliance programs and reporting of payments or other transfers of value to healthcare professionals.

To market our future products in the EEA (which is comprised of the 28 Member States of the EU plus Norway, Iceland and Liechtenstein) and many other foreign jurisdictions, we must obtain separate regulatory approvals. More concretely, in the EEA, medicinal products can only be commercialized after obtaining a Marketing Authorization, or MA. There are two types of marketing authorizations:

 

   

The Community MA, which is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal Products for Human Use of the European Medicines Agency, or EMA, and which is valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products and medicinal products indicated for the treatment of AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and viral diseases. The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or for products that constitute a significant therapeutic, scientific or technical innovation or which are in the interest of public health in the EU; and

 

   

National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized for marketing in a Member State of

 

115


Table of Contents
 

the EEA, this National MA can be recognized in another Member State through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedure.

Under the above described procedures, before granting the MA, the EMA or the competent authorities of the Member States of the EEA assess the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.

Data and Marketing Exclusivity

In the EEA, new products authorized for marketing, or reference products, qualify for eight years of data exclusivity and an additional two years of market exclusivity upon marketing authorization. The data exclusivity period prevents generic or biosimilar applicants from relying on the pre-clinical and clinical trial data contained in the dossier of the reference product when applying for a generic or biosimilar marketing authorization in the EU during a period of eight years from the date on which the reference product was first authorized in the EU. The market exclusivity period prevents a successful generic or biosimilar applicant from commercializing its product in the EU until 10 years have elapsed from the initial authorization of the reference product in the EU. The 10-year market exclusivity period can be extended to a maximum of eleven years if, during the first eight years of those 10 years, the marketing authorization holder obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are held to bring a significant clinical benefit in comparison with existing therapies.

Pediatric Investigation Plan

In the EEA, marketing authorization applications for new medicinal products not authorized have to include the results of studies conducted in the pediatric population, in compliance with a pediatric investigation plan, or PIP, agreed with the EMA’s Pediatric Committee, or PDCO. The PIP sets out the timing and measures proposed to generate data to support a pediatric indication of the drug for which marketing authorization is being sought. The PDCO can grant a deferral of the obligation to implement some or all of the measures of the PIP until there are sufficient data to demonstrate the efficacy and safety of the product in adults. Further, the obligation to provide pediatric clinical trial data can be waived by the PDCO when this data is not needed or appropriate because the product is likely to be ineffective or unsafe in children, the disease or condition for which the product is intended occurs only in adult populations, or when the product does not represent a significant therapeutic benefit over existing treatments for pediatric patients. Once the marketing authorization is obtained in all Member States of the EU and trial results are included in the product information, even when negative, the product is eligible for six months’ supplementary protection certificate extension.

Orphan Drug Designation

In the EEA, a medicinal product can be designated as an orphan drug if its sponsor can establish that the product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition affecting not more than five in ten thousand persons in the EU when the application is made, or that the product is intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition in the EU and that without incentives it is unlikely that the marketing of the drug in the EU would generate sufficient return to justify the necessary investment in development. For either of these conditions, the applicant must demonstrate that there exists no satisfactory method of diagnosis, prevention or treatment of the condition in question that has been authorized in the EU or, if such method exists, the drug will be of significant benefit to those affected by that condition.

In the EEA, an application for designation as an orphan product can be made any time prior to the filing of an application for approval to market the product. Marketing authorization for an orphan drug leads to a ten-year period of market exclusivity. During this market exclusivity period, the EMA or the member state competent

 

116


Table of Contents

authorities, cannot accept another application for a marketing authorization, or grant a marketing authorization, for a similar medicinal product for the same indication. The period of market exclusivity is extended by two years for medicines that have also complied with an agreed PIP.

This period may, however, be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets the criteria for orphan drug designation, for example because the product is sufficiently profitable not to justify market exclusivity. Market exclusivity can be revoked only in very selected cases, such as consent from the marketing authorization holder, inability to supply sufficient quantities of the product, demonstration of “clinical superiority” by a similar medicinal product, or, after a review by the Committee for Orphan Medicinal Products, requested by a member state in the fifth year of the marketing exclusivity period (if the designation criteria are believed to no longer apply). Medicinal products designated as orphan drugs are eligible for incentives made available by the EU and its Member States to support research into, and the development and availability of, orphan drugs.

Employees

As of August 31, 2018, we had six employees.

Facilities

Our offices are located in Framingham, Massachusetts, where we have leased 3,317 square feet of office space. We believe that our facilities are adequate to meet our current needs.

Legal Proceedings

We are not party to any material legal proceedings.

 

117


Table of Contents

MANAGEMENT

Executive Officers and Directors

The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this prospectus.

 

Name

   Age     

Position

Executive Officers

     

Martin Tolar, M.D., Ph.D.

     54      President and Chief Executive Officer and Director

Susan Abushakra, M.D.

     57      Chief Medical Officer

John Hey, Ph.D.

     59      Chief Scientific Officer

Aidan C. Power, M.R.C. Psych.

     57      Vice President of Program and Portfolio Management

Kenneth A. Mace II

     47      Vice President of Finance

Petr Kocis, Ph.D.

     60      Vice President of Preclinical Development

Directors

     

Jean-Pierre Garnier, Ph.D.(3)

     70      Chairman of the Board of Directors

Neil Flanzraich

     75      Vice Chairman of the Board of Directors

Franz Hefti, Ph.D.(2)(3)(4)

     70      Director

Dennis H. Langer, M.D.(1)(2)

     67      Director

Scott Minick(1)(2)(3)

     66      Director

David P. Nikodem, Ph.D.(1)(5)

     49      Director

 

(1)   Member of the audit committee.
(2)   Member of the compensation committee.
(3)   Member of the nominating and corporate governance committee.
(4)   Dr. Hefti will become a member of our audit committee effective upon the closing of this offering.
(5)   Dr. Nikodem will resign from our board of directors effective upon the closing of this offering.

Executive Officers

Martin Tolar, M.D., Ph.D. founded our company in June 2013 and has served as our President, Chief Executive Officer and a director since then. From October 2010 to September 2017, Dr. Tolar served on the board of directors of Bellus Health. From January 2012 to October 2012, Dr. Tolar served as the President and Chief Executive Officer of Knome, Inc., a biotechnology company. From June 2009 to November 2011, Dr. Tolar served as the President and Chief Executive Officer of NormOxys, Inc., a biotechnology company. From 2008 to 2009, Dr. Tolar served as Executive Vice President and Chief Business Officer of CoMentis, Inc., a biotechnology company, and, from 2007 to 2008, served as Chief Scientific Officer. From 2001 to 2007, Dr. Tolar served in various clinical development and business leadership positions at Pfizer, Inc., a global pharmaceutical company. Dr. Tolar completed his residency in neurology at the Boston Medical Center and served as an Assistant Professor in the Department of Neurology at Yale University School of Medicine. Dr. Tolar received his M.D. from Charles University in Prague, Czech Republic, and his Ph.D. in Neuroscience from the University of Cincinnati School of Medicine. We believe that Dr. Tolar is qualified to serve on our board of directors because of his scientific expertise and extensive experience in the pharmaceutical and biotechnology industries.

Susan Abushakra, M.D. has served as our Chief Medical Officer since July 2015. Dr. Abushakra is also a co-founder of Bonti, Inc., a biotechnology company, where she has served as Chief Medical Officer since September 2015. From June 2014 to July 2015, Dr. Abushakra served as the Chief Medical Officer of Transition Therapeutics, Inc., a biopharmaceutical company, where she led global drug development programs in Alzheimer’s disease, or AD, and other neuropsychiatric indications. From January 2014 to June 2014, Dr. Abushakra served as the Chief Medical Officer of Perrigo Company plc, a global healthcare products company, where she was site head and oversaw the clinical assets acquired from Elan. From January 2010 to December 2013, Dr. Abushakra served as

 

118


Table of Contents

the Vice President of Clinical Development at Elan Corporation, plc, a biotechnology company, where she led the AD program development team. Prior to that, Dr. Abushakra held clinical development and global regulatory roles focused on AD and other CNS programs at Wyeth Pharmaceuticals, Inc. and Eisai Co., Ltd. Dr. Abushakra received her M.D. from the American University of Beirut Medical School, Lebanon and completed her residency and fellowship at Johns Hopkins Medical Institutions.

John Hey, Ph.D. has served as our Chief Scientific Officer since June 2013. From September 2012 to June 2014, Dr. Hey served as an independent pharmaceutical research and drug development consultant for various biotechnology, pharmaceutical and medical technology companies. From 2010 to 2012, Dr. Hey served as the Senior Vice President of Preclinical and Early Drug Development at NormOxys, Inc., a biotechnology company, where he led clinical development efforts. From 2006 to 2010, Dr. Hey served as the Vice President of Discovery and Preclinical Drug Development at CoMentis, Inc., a pharmaceutical company, where he oversaw development programs in AD. From 1988 to 2006, Dr. Hey held several positions, including as the Senior Director of Neurobiology at the Schering-Plough Research Institute. Dr. Hey received his Ph.D. in Pharmacology from the University of Oklahoma Health Sciences Center.

Kenneth A. Mace II has served as our Vice President of Finance since September 2015. Mr. Mace has also served as Vice President of Finance for Flagship Pioneering, a venture capital firm, since July 2017. From June 2012 to August 2015, Mr. Mace served as the Vice Director and Senior Project Manager, Group Planning and Diagnostics Finance at F. Hoffman-La Roche Ltd., a pharmaceutical company, where he provided financial analysis in support of long range business planning. Mr. Mace received his MBA from Babson College.

Aidan C. Power, M.R.C. Psych. has served as our Vice President of Program and Portfolio Management since June 2015. From August 1993 to November 2014, Dr. Power held several positions, including Vice President and Head of PharmaTherapeutics Precision Medicine, at Pfizer Inc., a global pharmaceutical company, where he led clinical technology groups, and designed and managed multiple late stage studies for psychiatric indications. Dr. Power received his M.B., B.Ch., B.A.O. from University College Cork, Ireland and his M.Sc. in the History of Science and Medicine from University College London. He is a member of the Royal College of Psychiatrists.

Petr Kocis, Ph.D. has served as our Vice President of Preclinical Development since March 2015. Dr. Kocis has also served on the Scientific Advisory Board of the Institute of Molecular and Translational Medicine since 2010, and previously served as a Director from 2010 until 2015. From 1996 to 2009, Dr. Kocis held several leadership positions, including Global Head of Enabling Sciences & Technology, Exploratory Chemistry, across several therapeutic areas, including the nervous central system, at Zeneca, Inc. and AstraZeneca plc, each a biopharmaceutical company, where he oversaw the implementation of modern medicinal chemistry and technology in multiple countries. Dr. Kocis received his Ph.D. in medicinal chemistry from the Czechoslovak Academy of Sciences and completed his postdoctoral fellowship at University of Oxford.

Directors

Jean-Pierre Garnier, Ph.D. has served on our board of directors since December 2015. Dr. Garnier also currently serves on the boards of directors of United Technology Corporation, Idorsia Ltd. and Radius Health, Inc., and previously served on the boards of directors of Renault S.A. and Actelion Ltd. Dr. Garnier has also served as an Operating Partner at Advent International, a private equity firm, since 2013. Dr. Garnier has served on the Advisory Board of the Newman’s Own Foundation since 2011 and on the Advisory Board of The Max Planck Institute since 2011. From 2008 to 2010, Dr. Garnier served as the Chief Executive Officer of Pierre Fabre Laboratories, a pharmaceutical company, and from 2000 to 2008, he served as the Chief Executive Officer of GlaxoSmithKline, Inc., a global pharmaceutical company. Dr. Garnier received his M.Sc. in pharmaceutical science and Ph.D. in pharmacology from Louis Pasteur University in France and his MBA from Stanford University. We believe Dr. Garnier is qualified to serve as a member of our board of directors because of his significant business experience, expertise in the life science industry, membership on various boards of directors and previous leadership and management roles.

 

119


Table of Contents

Neil Flanzraich has served as Vice Chairman of our board of directors since June 2018. Since October 2015 Mr. Flanzraich has been the Executive Chairman of Cantex Pharmaceuticals, Inc., or Cantex, a biotechnology company developing drugs to treat cancer. From February 2017 to October 2017, Mr. Flanzraich served part-time as our Chief Business Officer. From November 2013 to October 2015, he served as Chief Executive Officer of Cantex. From May 1998 to January 2006, Mr. Flanzraich served as Vice Chairman and President of IVAX Corporation, an international pharmaceutical company, until its sale to TEVA Pharmaceutical Industries, Ltd. Mr. Flanzraich is a member of the board of directors and Lead Independent Director of Chipotle Mexican Grill, Inc. and served as a member of the board of directors and Lead Independent Director of Equity One, Inc. until its acquisition in 2017. Mr. Flanzraich received his AB from Harvard College and a JD from Harvard Law School. We believe Mr. Flanzraich is qualified to serve as a member of our board of directors because of his experience in leadership management roles, his extensive business expertise, and his knowledge of the biotechnology industry.

Franz Hefti, Ph.D. has served on our board of directors since April 2014. Dr. Hefti has served as Chief Development Officer of Prevail Therapeutics, Inc., a biotechnology company, since May 2018. From June 2015 to May 2018, Dr. Hefti served in various roles at Proclara, including Chief Operating Officer. Before that, Dr. Hefti served in senior managerial position at various biotechnology and pharmaceutical companies, including from November 2011 to January 2015 as President and Chief Executive Officer of Acumen Pharmaceuticals, Inc., an AD diagnostic and therapy company, from January 2007 to December 2010 as Chief Scientific Officer of Avid Radiopharmaceuticals, Inc., a pharmaceutical company, from February 2003 to June 2006 as Executive Vice President of Rinat Neuroscience Corp., a biotechnology company, from September 1995 to December 2002 as Senior Vice President of Neuroscience Research at Merck & Co., a pharmaceutical company, and from January 1992 to August 1995 as Director of Neuroscience Research at Genentech Inc. a biotechnology company. We believe that Dr. Hefti is qualified to serve on our board of directors because of his extensive experience in the pharmaceutical and biotechnology industries, particularly in AD.

Dennis H. Langer, M.D. has served on our board of directors since February 2016. Dr. Langer also currently serves on the board of directors of Myriad Genetics, Inc., Dicerna Pharmaceuticals, Inc. and Pernix Therapeutics Holdings, Inc. From 2014 to 2016, Dr. Langer served on the board of directors of Delcath Systems, Inc. From January 2013 to July 2014 he served as Chairman and Chief Executive Officer of AdvanDx, Inc., a diagnostics company. From 2005 to 2010, Dr. Langer served as a Managing Partner of Phoenix IP Ventures, a private equity and venture capital firm specializing in life sciences. Previously, he was President, North America, of Dr. Reddy’s Laboratories, Ltd., a multinational pharmaceutical company. From September 1994 to January 2004, Dr. Langer held several leadership positions at GlaxoSmithKline plc, and its predecessor, SmithKline Beecham, most recently as a Senior Vice President of Research and Development. Dr. Langer has also been a Clinical Professor, Department of Psychiatry at Georgetown University School of Medicine since 2003. Dr. Langer received his J.D. from Harvard Law School and his M.D. from Georgetown University School of Medicine. We believe that Dr. Langer is qualified to serve on our board of directors because of his extensive experience in senior management positions in pharmaceutical and biotechnology companies, and his experience as a board member of various specialty pharmaceutical and biotechnology companies.

Scott Minick has served on our board of directors since January 2014. Mr. Minick also serves on the board of directors of Chiasma, Inc. and as Executive Chairman of Aira Tech Corp., and has served as a Venture Partner of ARCH Venture Partners, a venture capital firm, since December 2008. From 2010 to 2015, Mr. Minick served on the board of directors and as the President and Chief Executive Officer of BIND Therapeutics, Inc., a pharmaceutical company or BIND. Mr. Minick received his MBA from Northwestern University and postgraduate training in neurobiology at the Salk Institute. We believe that Mr. Minick is qualified to serve on our board of directors because of his extensive business experience and his knowledge of the pharmaceutical and biotechnology industries.

David P. Nikodem, Ph.D. was nominated to our board of directors by ABG II-Alzheon Limited, one of our shareholders, and has been a member of our board of directors since December 2014. Dr. Nikodem has also served as a senior representative of Ally Bridge Group, or ABG, and serves on the boards of several of ABG’s U.S.-based

 

120


Table of Contents

biopharmaceutical companies. From December 2010 to September 2013, Dr. Nikodem served as Portfolio Manager at Exane Asset Management, an asset management company, where he managed a global healthcare fund. Dr. Nikodem received his Ph.D. in molecular biology from Georgetown University. We believe that Dr. Nikodem is qualified to serve on our board of directors because of his investment experience and knowledge of the pharmaceutical and biotechnology industries. Dr. Nikodem will resign from our board of directors effective upon the closing of this offering.

Board Composition and Election of Directors

Director Independence

Our board of directors currently consists of seven members. However, Dr. Nikodem will resign from our board of directors effective upon the closing of this offering. Accordingly, upon the completion of this offering, our board of directors will consist of six members. Our board of directors has determined that Drs. Garnier, Hefti, Langer and Nikodem and Mr. Minick do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of The Nasdaq Stock Market LLC, or Nasdaq. There are no family relationships among any of our directors or executive officers.

Classified Board of Directors

In accordance with our restated certificate of incorporation and amended and restated bylaws that will go into effect upon the closing of this offering, our board of directors will be divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Effective upon the closing of this offering, our directors will be divided among the three classes as follows:

 

   

the Class I director will be Scott Minick, and his term will expire at our first annual meeting of stockholders following this offering;

 

   

the Class II directors will be Franz Hefti and Dennis H. Langer, and their terms will expire at our second annual meeting of stockholders following this offering; and

 

   

the Class III directors will be Martin Tolar, Jean-Pierre Garnier and Neil Flanzraich, and their terms will expire at the third annual meeting of stockholders following this offering.

Our restated certificate of incorporation that will go into effect upon the closing of this offering will provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

In selecting board members, our board may consider many factors, such as personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; experience as a board member or executive officer of another publicly held company; diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; and diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience.

 

121


Table of Contents

Board Leadership Structure

Our board of directors is currently chaired by Dr. Garnier with Mr. Flanzraich serving as vice chair. Our corporate governance guidelines provide the flexibility for our board of directors to modify our leadership structure in the future as it deems appropriate.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through committee reports about such risks.

Board Committees

Our board of directors has established three standing committees—audit, compensation and nominating and corporate governance—each of which operates under a charter that has been approved by our board of directors. Upon our listing on The Nasdaq Global Market, or Nasdaq, each committee’s charter will be available under the Corporate Governance section of our website at www.alzheon.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Audit Committee

The audit committee’s responsibilities include:

 

   

appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

 

   

overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

 

   

reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

 

   

coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

 

   

discussing our risk management policies;

 

   

meeting independently with our internal auditing staff, if any, registered public accounting firm and management;

 

   

reviewing and approving or ratifying any related person transactions; and

 

   

preparing the audit committee report required by SEC rules.

 

122


Table of Contents

The members of our audit committee are Dennis H. Langer, Scott Minick and David Nikodem. Dr. Nikodem will resign from our board of directors effective upon the closing of this offering, and as such, Franz Hefti will replace Dr. Nikodem on our audit committee. Mr. Minick serves as the chairperson of the committee. All members of our audit committee meet the requirements for financial literacy under the applicable listing rules of Nasdaq, or the Nasdaq rules. Our board of directors has determined that Drs. Hefti, Langer and Nikodem and Mr. Minick meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable Nasdaq rules. Our board of directors has determined that Mr. Minick is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules.

Compensation Committee

The compensation committee’s responsibilities include:

 

   

reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers;

 

   

overseeing and administering our cash and equity incentive plans;

 

   

reviewing and making recommendations to our board of directors with respect to director compensation;

 

   

reviewing and discussing annually with management our “Compensation Discussion and Analysis” to the extent required; and

 

   

preparing the annual compensation committee report required by SEC rules, to the extent required.

The members of our compensation committee are Franz Hefti, Dennis H. Langer and Scott Minick. Dr. Langer serves as the chairperson of the committee. Our board of directors has determined that each of Drs. Hefti and Langer and Mr. Minick is independent under the applicable Nasdaq rules, including the Nasdaq rules specific to membership on the compensation committee, and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:

 

   

identifying individuals qualified to become board members;

 

   

recommending to our board of directors the persons to be nominated for election as directors and to each board committee; and

 

   

overseeing a periodic evaluation of our board of directors.

The members of our nominating and corporate governance committee are Jean-Pierre Garnier, Franz Hefti and Scott Minick. Dr. Garnier serves as the chairperson of the committee. Our board of directors has determined that Drs. Garnier and Hefti and Mr. Minick are independent under the applicable Nasdaq rules.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is or has been our current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended December 31, 2017.

 

123


Table of Contents

Code of Ethics and Code of Conduct

We intend to adopt a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Upon our listing on Nasdaq, our code of business conduct and ethics will be available under the Corporate Governance section of our website at www.alzheon.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Legal Proceedings

From 2010 to 2015, Scott Minick, one of our directors, served on the board of directors and as the President and Chief Executive Officer of BIND. On May 1, 2016, BIND and one of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of Title 11 of the United States Code. Other than as described above, we are not aware of any of our directors or officers being involved in any legal proceedings in the past 10 years relating to bankruptcy, insolvency or criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

 

124


Table of Contents

EXECUTIVE AND DIRECTOR COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2017 Summary Compensation Table” below and the non-employee members of our board of directors. In 2017, our “named executive officers” and their positions were:

 

   

Martin Tolar, President and Chief Executive Officer;

 

   

John Hey, Chief Scientific Officer; and

 

   

Aidan Power, Vice President, Program & Portfolio Management.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

2017 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2017.

 

Name and Principal Position

  

Year

     Salary ($)      Option Awards
($)(1)
     Total  

Martin Tolar

     2017        325,000        246,762        571,762  

President and Chief Executive Officer

           

John Hey

     2017        255,000        127,426        382,426  

Chief Scientific Officer

           

Aidan Power

     2017        196,875        179,293        376,168  

Vice President, Program & Portfolio Management

           

 

(1)   Amounts reflect the full grant date fair value of stock options granted during 2017 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of the option awards in Note 10 to our financial statements included in this prospectus.

2017 Salaries

The named executive officers receive a base salary to provide a fixed component of compensation for services rendered to us. Base salaries are intended to reflect the executive’s skill set, experience, role and responsibilities. The 2017 annual base salaries of our named executive officers were:

 

Name

  

2017 Annual Base Salary ($)

Martin Tolar

   325,000

John Hey

   255,000

Aidan Power

   225,000

During the months of January to May 2017, Dr. Power dedicated approximately 70% of his working time to performing services for us and his base salary during this period was correspondingly reduced from $225,000 to $157,500.

2017 Bonuses

Our named executive officers did not participate in an annual cash bonus program or receive bonuses for 2017.

 

125


Table of Contents

Equity Compensation

We generally offer stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Our stock options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant, as determined by the board of directors. Our stock options generally vest as to 25% of the underlying shares on the first anniversary of the date of grant and in equal monthly installments over the following 36 months, subject to the holder’s continued service with us. Historically, our stock options have been intended to qualify as “incentive stock options” to the extent permitted under the Internal Revenue Code and may allow “early exercise” of any unvested portion in exchange for shares of restricted stock subject to the same vesting schedule as the underlying stock option.

We granted the following stock options to our named executive officers during 2017.

 

Named Executive Officer

   2017 Stock Options Granted

Martin Tolar

   96,069

John Hey

   49,609

Aidan Power

   69,802

These options were granted under our 2014 Equity Incentive Plan, which we refer to as the 2014 Plan, with exercise prices equal to the fair market value of our common stock on the date of grant, as determined by the board of directors, and subject to our standard vesting schedule described above.

In connection with this offering, we intend to adopt a 2018 Incentive Award Plan, which we refer to as the 2018 Plan, in order to facilitate the grant of cash and equity incentives to our directors, employees and consultants (including our named executive officers) and to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success. Following the effective date of the 2018 Plan, we will not make any further grants under our 2014 Plan. However, the 2014 Plan will continue to govern the terms and conditions of the outstanding awards granted under it. For additional information about the 2018 Plan, please see the section titled “Incentive Compensation Plans” below.

Retirement, Health and Welfare Plans

During their employment, our named executive officers are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We do not currently sponsor a retirement plan.

Outstanding Equity Awards at 2017 Fiscal Year-End

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2017.

 

          Option Awards  

Name

  Grant Date     Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1)
    Option
Exercise
Price ($)
    Option Expiration Date  

Martin Tolar

    9/22/2017       0       96,069     $ 1.86       9/21/2027  

John Hey

    2/25/2015       33,418       34,479       0.99       2/24/2025  
    9/22/2017       0       49,609       1.86       9/21/2027  

Aidan Power

    10/5/2015       26,522       15,913       1.67       10/4/2025  
    9/22/2017       0       69,802       1.86       9/21/2027  

 

126


Table of Contents

 

(1)   Option vests as to 25% of the underlying shares on the first anniversary of the date of grant and in equal monthly installments over the following 36 months, subject to the holder’s continued employment with us.

Recent Developments Regarding Executive Compensation

In March 2018, our board of directors approved certain changes to our named executive officers’ compensation arrangements. These included adjusting annual base salaries and target bonus opportunities and entering into new employment agreements, each as described in more detail below.

Annual Base Salaries

Our board of directors approved the following increases to the annual base salaries for our named executive officers: $450,000 for Dr. Tolar, $300,000 for Dr. Hey and $270,000 for Dr. Power. The increases to annual base salaries will become effective upon the consummation of this offering.

Target Bonuses

Our board of directors approved target bonus amounts for our named executive officers, setting Dr. Tolar’s target bonus at 50% of his base salary, and setting the target bonus for each of Drs. Hey and Power at 30% of their respective salaries. The target bonuses will become effective upon the consummation of this offering.

Employment Agreements

We have entered into new employment agreements with each of our named executive officers that will become effective, and supersede their prior employment agreements with us, upon consummation of this offering. The employment agreements are for unspecified terms and entitle our named executives officers to receive the annual base salaries and target bonuses described above under the headings “Annual Base Salaries” and “Target Bonuses.”

Under the new employment agreements, if we terminate Drs. Tolar, Hey or Power without “cause” or he resigns for “good reason,” subject to his timely executing a release of claims in our favor and continued compliance with a separate restrictive covenant agreement, he is entitled to receive (i) base salary continuation for a period of 12 months (or, for Dr. Tolar, 18 months), (ii) payment of all bonuses earned but unpaid as of the date of termination and (iii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to 12 months (or, for Dr. Tolar, 18 months).

If we terminate Drs. Tolar, Hey or Power without “cause” or he resigns for “good reason,” in either case, within 12 months (or, for Dr. Tolar, 24 months) following a change in control, then, in lieu of the severance benefits described above, subject to his timely executing a release of claims in our favor and continued compliance with a separate restrictive covenant agreement, he is entitled to receive (i) an amount equal in cash equal to 1.0 times (or, for Dr. Tolar, 1.5 times) the sum of his base salary plus target annual bonus for the year of termination, (ii) payment of all bonuses earned but unpaid as of the date of termination, (iii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to 12 months (or, for Dr. Tolar, 18 months) and (iv) accelerated vesting of all unvested equity or equity-based awards held by the named executive officer that vest solely based on the passage of time, with any such awards that vest based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement.

Each of our named executive officers has agreed to refrain from engaging in direct competition with us or soliciting our employees, in each case, while employed and following his termination of employment for any reason for a period of 12 months.

 

127


Table of Contents

For purposes of the employment agreements, “cause” generally means Dr. Tolar, Dr. Hey or Dr. Power’s refusal to carry out the reasonable and lawful instructions of his supervisor concerning duties or actions consistent with his position, his breach of a material provision of the employment agreement, his conviction, plea of no contest or nolo contendere or imposition of un-adjudicated probation for any felony or crime involving moral turpitude, his unlawful use (including being under the influence) or possession of illegal drugs on our premises or while performing his duties and responsibilities under the employment agreement, or his commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against us.

For purposes of the employment agreements, “good reason” generally means, subject to certain cure rights, Dr. Tolar, Dr. Hey or Dr. Power’s termination of his employment due to a reduction in his annual base salary or target bonus, other than a reduction of base salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives, a material decrease in his authority or areas of responsibility, our company’s breach of any one or more of the material provisions of the employment agreement, or a relocation by our company of his primary office to a location more than 50 miles from the Boston metropolitan area.

Director Compensation

Directors who are also our employees do not receive compensation for their service on our board of directors. Historically, our non-employee directors have not received compensation for their service on our board of directors other than awards of stock options.

2017 Director Compensation Table

 

Name

 

Option Awards ($)(1)

 

Total ($)

Jean-Pierre Garnier

  70,293   70,293

Dennis Langer

  31,696   31,696

David Nikodem(2)

  31,696   31,696

Franz Hefti

  31,696   31,696

Scott Minick

  33,794   33,794

 

(1)   Amounts reflect the full grant date fair value of stock options granted during 2017 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We will provide information regarding the assumptions used to calculate the value of the option awards in Note 10 to our financial statements included in this prospectus. The stock options were granted with an exercise price equal to the fair market value of our common stock on the date of grant, as determined by our board of directors, and vest as to 25% of the underlying shares on the first anniversary of the date of grant and in equal monthly installments over the following 36 months.
(2)   Dr. Nikodem will resign from our board of directors effective upon the closing of this offering.

The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested shares of our common stock held as of December 31, 2017 by each non-employee director who was serving as of December 31, 2017.

 

Name

 

Options Outstanding at Fiscal Year End

 

Unvested Shares of Common Stock at
Fiscal Year End

Jean-Pierre Garnier

  112,238   0

Dennis Langer

  56,119   0

David Nikodem(1)

  34,227   0

Franz Hefti

  12,336   9,185

Scott Minick

  15,702   7,726

 

(1)   Dr. Nikodem will resign from our board of directors effective upon the closing of this offering.

 

128


Table of Contents

We intend to adopt a compensation program for our non-employee directors, effective upon the effectiveness of the registration statement of which this prospectus forms a part, under which each non-employee director will receive the following amounts for their services on our board of directors:

 

   

an option to purchase 25,991 shares of our common stock upon the director’s initial election or appointment to our board of directors that occurs after our initial public offering;

 

   

if the director has served on our board of directors for at least six months as of the date of an annual meeting of stockholders, an option to purchase 14,852 shares of our common stock on the date of the annual meeting; provided, however, that if such director will serve as the chairman of the board as of immediately following such annual meeting, such director will receive an option to purchase 18,565 shares of our common stock on the date of the annual meeting;

 

   

an annual director fee of $40,000; and

 

   

if the director serves on a committee of our board of directors, an additional annual fee as follows:

 

   

chairman of the board or lead independent director, $40,000;

 

   

chairman of the audit committee, $15,000;

 

   

audit committee member other than the chairman, $7,500;

 

   

chairman of the compensation committee, $10,000;

 

   

compensation committee member other than the chairman, $5,000;

 

   

chairman of the nominating and corporate governance committee, $8,000; and

 

   

nominating and corporate governance committee member other than the chairman, $3,500.

Stock options granted to our non-employee directors under the program will have an exercise price equal to the fair market value of our common stock on the date of grant and will expire not later than ten years after the date of grant. The stock options granted upon a director’s initial election or appointment will vest as to one-third of the shares subject to the award on the first anniversary of the date of grant and as to the remainder in 24 substantially equal monthly installments thereafter, such that the award shall be fully vested on the third anniversary of the date of grant. The stock options granted annually to directors will vest in a single installment on the earlier of the day before the next annual meeting or the first anniversary of the date of grant. In addition, all unvested stock options will vest in full upon the occurrence of a change in control.

Director fees under the program will be payable in arrears in four equal quarterly installments not later than the fifteenth day following the final day of each calendar quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving on our board and no fee will be payable in respect of any period prior to the effective date of the registration statement of which this prospectus is a part.

Each member of our board of directors is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which he or she serves.

 

Limitations of Liability and Indemnification

Our restated certificate of incorporation, which will become effective upon the closing of this offering, limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law, or the DGCL, and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors:

 

   

for any breach of the director’s duty of loyalty to us or our stockholders;

 

129


Table of Contents
   

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

 

   

for voting for or assenting to unlawful payments of dividends, stock repurchases or other distributions; or

 

   

for any transaction from which the director derived an improper personal benefit.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, our restated certificate of incorporation, which will become effective upon the closing of this offering, provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

We maintain a general liability insurance policy that covers specified liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. In addition, we have entered into indemnification agreements with our directors, and we intend to enter into new indemnification agreements with our directors and executive officers prior to the completion of this offering. These indemnification agreements may require us, among other things, to indemnify each such executive officer or director for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our executive officers or directors.

Some of our non-employee directors may, through their relationships with their employers, be insured or indemnified against specified liabilities incurred in their capacities as members of our board of directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, executive officers or persons controlling us, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Incentive Compensation Plans

The following summarizes the material terms of the 2018 Plan and the 2018 Employee Stock Purchase Plan, which will be the long-term incentive compensation plans in which our directors and named executive officers are eligible to participate following the consummation of this offering, and the 2014 Plan, under which we have previously made periodic grants of equity and equity-based awards to our directors and named executive officers.

2018 Incentive Award Plan

Our board of directors and stockholders have approved, effective the day prior to the first public trading date of our common stock, the 2018 Incentive Award Plan, or the 2018 Plan, under which we may grant cash and equity-based incentive awards to eligible service providers in order to attract, retain and motivate the persons who make important contributions to our company. The material terms of the 2018 Plan are summarized below.

Eligibility and Administration

Our employees, consultants and directors, and employees and consultants of our subsidiaries, will be eligible to receive awards under the 2018 Plan. The 2018 Plan will be administered by our board of directors, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to the limitations imposed under the 2018 Plan,

 

130


Table of Contents

Section 16 of the Exchange Act, stock exchange rules and other applicable laws. The plan administrator will have the authority to take all actions and make all determinations under the 2018 Plan, to interpret the 2018 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2018 Plan as it deems advisable. The plan administrator will also have the authority to grant awards, determine which eligible service providers receive awards and set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2018 Plan.

Shares Available for Awards

An aggregate of 1,315,000 shares of our common stock will initially be available for issuance under the 2018 Plan. The number of shares initially available for issuance will be increased by an annual increase on January 1 of each calendar year beginning in 2019 and ending on and including January 1, 2028, equal to the lesser of (A) 4% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares determined by our board of directors. No more than 9,533,750 shares of common stock may be issued under the 2018 Plan upon the exercise of incentive stock options. Shares issued under the 2018 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.

If an award under the 2018 Plan or the 2014 Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2018 Plan. Awards granted under the 2018 Plan in substitution for any options or other stock or stock-based awards granted by an entity before the entity’s merger or consolidation with us or our acquisition of the entity’s property or stock will not reduce the shares available for grant under the 2018 Plan, but may count against the maximum number of shares that may be issued upon the exercise of incentive stock options.

Awards

The 2018 Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, stock appreciation rights, or SARs, restricted stock, dividend equivalents, restricted stock units, or RSUs, and other stock or cash based awards. Certain awards under the 2018 Plan may constitute or provide for payment of “nonqualified deferred compensation” under the U.S. Internal Revenue Code of 1986, as amended. All awards under the 2018 Plan will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows.

 

   

Stock Options and SARs. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The plan administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR. The exercise price of a stock option or SAR will not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders).

 

   

Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery

 

131


Table of Contents
 

of the underlying shares. The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to restricted stock and RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the 2018 Plan.

 

   

Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock or other property. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions.

Performance Criteria

The plan administrator may select performance criteria for an award to establish performance goals for a performance period. Performance criteria under the 2018 Plan may include, but are not limited to, the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the company’s performance or the performance of a subsidiary, division, business segment or business unit of the company or a subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. When determining performance goals, the plan administrator may provide for exclusion of the impact of an event or occurrence which the plan administrator determines should appropriately be excluded, including, without limitation, non-recurring charges or events, acquisitions or divestitures, changes in the corporate or capital structure, events unrelated to the business or outside of the control of management, foreign exchange considerations, and legal, regulatory, tax or accounting changes.

Certain Transactions

In connection with certain corporate transactions and events affecting our common stock, including a change in control, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the 2018 Plan to prevent the dilution or enlargement of intended benefits, facilitate the transaction or event or give effect to the change in applicable laws or accounting principles. This includes canceling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding

 

132


Table of Contents

awards and/or with respect to which awards may be granted under the 2018 Plan and replacing or terminating awards under the 2018 Plan. In addition, in the event of certain non-reciprocal transactions with our stockholders, the plan administrator will make equitable adjustments to awards outstanding under the 2018 Plan as it deems appropriate to reflect the transaction.

Provisions of the 2018 Plan Relating to Director Compensation.

The 2018 Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the 2018 Plan’s limitations. Prior to commencing this offering, our stockholders approved the initial terms of our non-employee director compensation program, which is described above under the heading “Director Compensation.” Our board of directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value of any equity awards granted under the 2018 Plan as compensation for services as a non-employee director during any fiscal year may not exceed $1,000,000 in any fiscal year. The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, subject to the limitations in the 2018 Plan.

Plan Amendment and Termination

Our board of directors may amend or terminate the 2018 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2018 Plan, may materially and adversely affect an award outstanding under the 2018 Plan without the consent of the affected participant and stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. Further, the plan administrator cannot, without the approval of our stockholders, amend any outstanding stock option or SAR to reduce its price per share, other than in the context of corporate transactions or equity restructurings, as described above. The 2018 Plan will remain in effect until the tenth anniversary of its effective date, unless earlier terminated by our board of directors. No awards may be granted under the 2018 Plan after its termination.

Foreign Participants, Claw-Back Provisions, Transferability and Participant Payments

The plan administrator may modify awards granted to participants who are foreign nationals or employed outside the United States or establish subplans or procedures to address differences in laws, rules, regulations or customs of such foreign jurisdictions. All awards will be subject to any company claw-back policy as set forth in such claw-back policy or the applicable award agreement. Except as the plan administrator may determine or provide in an award agreement, awards under the 2018 Plan are generally non-transferrable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the 2018 Plan and exercise price obligations arising in connection with the exercise of stock options under the 2018 Plan, the plan administrator may, in its discretion, accept cash, wire transfer or check, shares of our common stock that meet specified conditions, a promissory note, a “market sell order,” such other consideration as the plan administrator deems suitable or any combination of the foregoing.

2018 Employee Stock Purchase Plan

We intend to adopt the 2018 Employee Stock Purchase Plan, or the 2018 ESPP, effective the day prior to the first public trading date of our common stock. The material terms of the 2018 ESPP are summarized below.

Shares Available for Awards; Administration

A total of 164,000 shares of our common stock will initially be reserved for issuance under the 2018 ESPP. In addition, the number of shares available for issuance under the 2018 ESPP will be annually increased on

 

133


Table of Contents

January 1 of each calendar year beginning in 2019 and ending in and including 2028, by an amount equal to the lesser of (A) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our board of directors, provided that no more than 2,214,000 shares of our common stock may be issued under the 2018 ESPP. Our board of directors or a committee of our board of directors will administer and will have authority to interpret the terms of the 2018 ESPP and determine eligibility of participants. We expect that the compensation committee will be the initial administrator of the 2018 ESPP.

Eligibility

Our employees are eligible to participate in the 2018 ESPP if they are customarily employed by us or a participating subsidiary for more than twenty hours per week and more than five months in any calendar year. However, an employee may not be granted rights to purchase stock under our 2018 ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our stock.

Grant of Rights

The 2018 ESPP is intended to qualify under Section 423 of the Code and stock will be offered under the 2018 ESPP during offering periods. The length of the offering periods under the 2018 ESPP will be determined by the plan administrator and may be up to twenty-seven months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates for each offering period will be the final trading day in the offering period. Offering periods under the 2018 ESPP will commence when determined by the plan administrator. The plan administrator may, in its discretion, modify the terms of future offering periods.

The 2018 ESPP permits participants to purchase common stock through payroll deductions of up to a specified percentage of their eligible compensation. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period, which, in the absence of a contrary designation, will be 25,000 shares. In addition, no employee will be permitted to accrue the right to purchase stock under the 2018 ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period).

On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of our common stock. The option will expire at the end of the applicable offering period, and will be exercised at that time to the extent of the payroll deductions accumulated during the offering period. The purchase price of the shares, in the absence of a contrary designation, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. Participants may voluntarily end their participation in the 2018 ESPP at any time during a specified period prior to the end of the applicable offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon a participant’s termination of employment.

A participant may not transfer rights granted under the 2018 ESPP other than by will or the laws of descent and distribution.

Certain Transactions

In the event of certain non-reciprocal transactions or events affecting our common stock, the plan administrator will make equitable adjustments to the 2018 ESPP and outstanding rights. In the event of certain unusual or non-recurring events or transactions, including a change in control, the plan administrator may

 

134


Table of Contents

provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

Plan Amendment

The plan administrator may amend, suspend or terminate the 2018 ESPP at any time. However, stockholder approval will be obtained for any amendment that increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the 2018 ESPP, changes the corporations or classes of corporations whose employees are eligible to participate in the 2018 ESPP or changes the 2018 ESPP in any manner that would cause the 2018 ESPP to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Code.

Alzheon, Inc. 2014 Equity Incentive Plan

Our board of directors and stockholders have approved our 2014 Plan, under which we may grant stock options and other stock-based awards to employees, directors and consultants of our company or its affiliates. We have reserved a total of 2,393,006 shares of our common stock for issuance under the 2014 Plan.

Following the effectiveness of the 2018 Plan, we will not make any further grants under the 2014 Plan. However, the 2014 Plan will continue to govern the terms and conditions of the outstanding awards granted under it. Shares of our common stock subject to awards granted under the 2014 Plan that are forfeited, lapse unexercised or are settled in cash and which following the effective date of the 2018 Plan are not issued under the 2014 Plan will be available for issuance under the 2018 Plan.

Eligibility and Administration

Our employees, consultants and directors are eligible to receive awards under the 2014 Plan. Our compensation committee will administer the 2014 Plan unless our board of directors assumes authority for administration. Subject to the express terms and conditions of the 2014 Plan, the plan administrator has the authority to make all determinations and interpretations under the plan, prescribe all forms for use with the plan and adopt, amend and/or rescind rules for the administration of the plan. The plan administrator also sets the terms and conditions of all awards under the plan, including any vesting and vesting acceleration conditions.

Awards

The 2014 Plan provides for the grant of stock options (including NSOs and ISOs), restricted stock, RSUs, or other equity-based awards, or any combination thereof. As of the date of this prospectus, awards of stock options and restricted stock are outstanding under the 2014 Plan.

Certain Transactions

The plan administrator has broad discretion to equitably adjust the provisions of the 2014 Plan and the terms and conditions of existing and future awards, including with respect to the aggregate number and type of shares subject to the 2014 Plan and awards granted pursuant to the 2014 Plan, to prevent the dilution or enlargement of intended benefits and/or facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. The plan administrator may also provide for the acceleration, cash-out, termination,

 

135


Table of Contents

assumption, substitution or conversion of awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders, the plan administrator will make equitable adjustments to awards outstanding under the 2014 Plan as it deems appropriate to reflect the transaction.

Amendment and Termination

Our board of directors may terminate, amend or modify the 2014 Plan at any time and from time to time. However, we must generally obtain stockholder approval to increase the number of shares available under the 2014 Plan (other than in connection with certain corporate events, as described above) or to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule).

 

136


Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following includes a summary of transactions since January 1, 2015 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Preferred Stock Financings

Series A Preferred Stock Financing. From December 2014 to March 2015, we issued and sold to investors in private placements an aggregate of 7,335,891 shares of our Series A preferred stock at a purchase price of $1.37 per share, for aggregate consideration of approximately $10 million, and issued 839,412 shares of Series A preferred stock related to the conversion of convertible notes. Each share of the Series A preferred stock is convertible into 0.424358 shares of common stock.

Series B Preferred Stock Financing. From May 2017 through August 2018, we issued and sold to investors in private placements an aggregate of 2,011,169 shares of our Series B preferred stock at a purchase price of $4.51 per share, for aggregate consideration of approximately $9.1 million, and issued 2,611,058 shares of Series B preferred stock upon the conversion of convertible notes in satisfaction of $10.7 million in principal and accrued interest. In connection to the Series B preferred stock financing, we entered into an agreement with ABG II-Alzheon Limited, or ABG, whereby we agreed not to enter into certain transactions that would cause dilution to ABG’s holdings without the consent of ABG. Assuming an initial public offering price of our common stock of at least $12.50 per share, each share of our Series B preferred stock is convertible into 0.424358 shares of common stock. If the initial public offering price per share in this offering is less than $12.50, then the shares issuable upon conversion of our Series B preferred stock will increase. See “Capitalization—Series B Preferred Stock.”

The following table sets forth the aggregate number of shares of our capital stock acquired by our directors, officers and beneficial owners of more than 5% of our capital stock in the financing transactions described above. Each share of our Series A preferred stock identified in the following table will convert into one share of common stock upon the closing of this offering. Each share of our Series B preferred stock identified in the following table will convert into one share of common stock upon the closing of this offering.

 

Participant

   Series A Preferred
Stock
     Series B Preferred
Stock
     Cash Purchase
Price($)
 

Directors and Officers(1)

        

Neil Flanzraich

     —          119,312      $ 538,097  

Petr Kocis

     —          23,035      $ 223,103  

5% or Greater Stockholders

        

ABG II-Alzheon Limited(2)

     929,250        94,092      $ 3,911,310  

 

(1)   Additional details regarding these officers and directors and their equity holdings are provided in “Principal Stockholders.”
(2)   ABG II-Alzheon Limited is a wholly-owned subsidiary of Ally Bridge Group Capital Partners II, L.P. David P. Nikodem, one of our directors, is affiliated with ABG II-Alzheon Limited. Dr. Nikodem will resign from our board of directors effective upon the closing of this offering.

Stockholders Agreement

We entered into a stockholders agreement on May 25, 2017 with the holders of our preferred stock, including ABG. The agreement provides for, among other things, certain rights relating to the registration of such holders’ common stock, including shares issuable upon conversion of preferred stock. See “Description of Capital Stock—Registration Rights.”

 

137


Table of Contents

Pursuant to the Stockholders Agreement, the following directors were elected to serve as members on our board of directors and, as of the date of this prospectus, continue to serve: Jean-Pierre Garnier, Franz Hefti, Dennis Langer, Scott Minick, David Nikodem, and Martin Tolar. Dr. Nikodem was initially selected to serve on our board of directors as the representative of holders of our preferred stock, as designated by ABG. Dr. Tolar was initially selected to serve on our board of directors in his capacity as our Chief Executive Officer. Drs. Garnier, Hefti and Langer and Mr. Minick were initially selected to serve on our board of directors as independent directors, as designated by the holders of a majority of the then outstanding shares of common stock.

Employment Agreements

We have entered into employment agreements with our named executive officers. For more information regarding the agreements with our named executive officers, see “Executive and Director Compensation—Employment Agreements.”

Consulting Agreement and Promissory Note

On February 2, 2017, we entered into a consulting agreement with Neil Flanzraich, who became the vice chairman of our board of directors in June 2018. Pursuant to the consulting agreement, Mr. Flanzraich served part-time as our Chief Business Officer and is providing strategic and operational leadership for our business and fundraising activities. The consulting agreement has a term of four years. Either party may terminate the consulting agreement upon 14-days’ written notice to the other party, and we may terminate the consulting agreement immediately if Mr. Flanzraich refuses or is unable to perform the services under the agreement or is in material breach of the agreement.

As compensation for his services, we issued and sold 84,871 restricted shares of our common stock to Mr. Flanzraich for an aggregate purchase price of $142,000. As payment for the shares, on February 2, 2017, Mr. Flanzraich issued to us a promissory note. The promissory note accrued interest at the rate of 2.10% per year, compounded annually. On August 21, 2018, Mr. Flanzraich paid the original principal balance of $142,000 plus all accrued interest through such date, totaling $4,616, in full.

In connection with the issuance of the shares, on February 2, 2017, Mr. Flanzraich also entered into a restricted stock purchase agreement, which was subsequently amended, pursuant to which we have a repurchase right of any unvested shares upon the termination of Mr. Flanzraich’s services. Mr. Flanzraich’s shares are subject to time-based vesting over a period of four years, which commenced on February 2, 2017.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. For further information, see “Executive and Director Compensation—Limitations of Liability and Indemnification.”

Stock Option Grants to Executive Officers and Directors

We have granted stock options to our executive officers and certain of our directors as more fully described in the section entitled “Executive and Director Compensation.”

Policies and Procedures for Related Person Transactions

Our board of directors intends to adopt a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of

 

138


Table of Contents

related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

 

139


Table of Contents

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock, as of August 31, 2018 by:

 

   

each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock;

 

   

each of our named executive officers;

 

   

each of our directors; and

 

   

all of our executive officers and directors as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Applicable percentage ownership is based on 10,268,967 shares of common stock outstanding as of August 31, 2018, assuming the conversion of all outstanding shares of preferred stock into common stock. If the initial public offering price per share in this offering is less than $12.50, then the number of shares issuable upon conversion of our Series B preferred stock will increase. See “Capitalization—Series B Preferred Stock.” In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to the conversion of preferred stock, options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of August 31, 2018 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless noted otherwise, the address of all listed stockholders is 111 Speen Street, Suite 306, Framingham, Massachusetts 01701. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

    Number of
Shares Beneficially Owned
Prior to Offering
    Percentage of
Shares Beneficially Owned
 

Name of Beneficial Owner

  Prior to
Offering
    After
Offering
 

5% or Greater Stockholders

     

ABG II-Alzheon Limited(1)

    1,023,342       10.0     8.0

Named Executive Officers and Directors

     

Martin Tolar, M.D., Ph.D.(2)

    3,859,343       37.5     30.2

John Hey, Ph.D.(3)

    252,141       2.4     2.0

Aidan Power(4)

    58,062       *       *  

Jean-Pierre Garnier, Ph.D.(5)

    67,528       *       *  

Neil Flanzraich

   
135,501
 
   
1.3

    1.1

Franz Hefti, Ph.D.(6)

    47,123       *       *  

Dennis H. Langer, M.D.(7)

    33,441       *       *  

Scott Minick(8)

    48,777       *       *  

David Nikodem, Ph.D.(9)

    19,759       *       *  

All executive officers and directors as a group (12 persons)(10)

    4,820,764       46.8     36.2%  

 

*   Less than 1%.
(1)    ABG II-Alzheon Limited is a wholly-owned subsidiary of Ally Bridge Group Capital Partners II, L.P., or ABG Capital Partners, which has sole voting and investment power over the shares. ABG Management Ltd. the investment manager of ABG Capital Partners, and Mr. Yu Fan, the sole shareholder and director of ABG Management Ltd., may be deemed to have voting control and investment discretion over the shares held by ABG II-Alzheon Limited. The address of ABG II-Alzheon Limited is Unit 3002-3004, 30th Floor, Gloucester Tower, The Landmark, No. 15 Queen’s Road, Central Hong Kong.

 

140


Table of Contents
(2)    Includes 27,167 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(3)    Includes 73,376 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(4)    Consists of 54,267 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(5)    Consists of 67,528 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(6)    Includes 3,341 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(7)    Includes 33,441 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(8)   Includes 4,995 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(9)    Includes 19,759 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.
(10)    Includes (a) 4,260,837 shares of common stock and (b) 559,928 options to purchase shares of common stock that are immediately exercisable within 60 days following August 31, 2018.

 

141


Table of Contents

DESCRIPTION OF CAPITAL STOCK

General

The following description summarizes some of the terms of our restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering, our outstanding warrants, the stockholders agreement and of the General Corporation Law of the State of Delaware. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our restated certificate of incorporation, amended and restated bylaws, warrants and stockholders agreement, copies of which have been or will be filed as exhibits to the registration statement of which this prospectus is a part, as well as the relevant provisions of the General Corporation Law of the State of Delaware. The description of our common stock and preferred stock reflects changes to our capital structure that will occur immediately prior to the closing of this offering.

Following the closing of this offering, our authorized capital stock will consist of 200 million shares of common stock, par value $0.001 per share, and 10 million shares of preferred stock, par value $0.001 per share.

As of August 31, 2018, we had issued and outstanding:

 

   

4,838,321 shares of our common stock held of record by 23 stockholders;

 

   

8,175,303 shares of our Series A preferred stock that are convertible into 3,469,207 shares of our common stock; and

 

   

4,622,227 shares of our Series B preferred stock that are convertible into 1,961,439 shares of our common stock, assuming that the initial public offering price of our common stock in this offering is equal to or exceeds $12.50 per share. If the initial public offering price per share in this offering is less than $12.50, then the number of shares issuable upon conversion of our Series B preferred stock will increase. See “Capitalization—Series B Preferred Stock.”

Common Stock

As of August 31, 2018, there were 4,838,321 shares of our common stock outstanding and 5,430,646 shares of our common stock issuable upon the automatic conversion of all outstanding shares of our preferred stock upon the closing of this offering.

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote in the election. Subject to the supermajority votes for some matters, other matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal, or to adopt any provision inconsistent with, several of the provisions of our amended and restated certificate of incorporation. See below under “—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws—Amendment of Charter Provisions.” Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

In the event of our liquidation or dissolution, the holders of common stock are entitled to receive on a pro rata basis our net assets available for distribution to stockholders after the payment of all debts and other liabilities, subject to the prior rights of any holders of outstanding preferred stock. Holders of common stock

 

142


Table of Contents

have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Under the terms of our amended and restated certificate of incorporation that will become effective upon the closing of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Options

As of August 31, 2018, options to purchase 1,652,485 shares of our common stock were outstanding under our 2014 Plan, 556,865 of which were vested as of that date.

Warrants

As of August 31, 2018, warrants to purchase a total of 184,921 shares of our common stock were outstanding with an exercise price of $3.56 per share. These warrants are exercisable immediately and expire on April 2, 2020.

As of August 31, 2018, warrants to purchase a total of 17,615 shares of our common stock were outstanding with an exercise price of $11.69 per share. These warrants are exercisable immediately and expire on May 25, 2024.

Upon the closing of this offering, we may, under certain circumstances, issue warrants to purchase 50,000 shares of our common stock to the representatives, or the Representatives’ Warrants, at an exercise price per share equal to at an exercise price per share equal to 130% of the initial public offering price per share or $18.20, based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. See “Underwriting—Representatives’ Warrants.”

Registration Rights

Upon the closing of this offering, holders of 5,271,431 shares of our common stock, including shares issuable upon the exercise of warrants, or their transferees will be entitled to the following rights with respect to the registration of such shares for public resale under the Securities Act, pursuant to an amended and restated stockholders agreement by and among us and certain of our stockholders, until such shares can otherwise be sold without restriction under Rule 144, or until the rights otherwise terminate pursuant to the terms of the investors’ rights agreement. The registration of shares of common stock as a result of the following rights being exercised would enable holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective.

 

143


Table of Contents

If at any time beginning 180 days after the closing date of this offering the holders of a majority of the registrable securities request in writing that we effect a registration with respect to all or part of such registrable securities then outstanding, we may be required to register their shares. We are obligated to effect at most one registration in response to these demand registration rights. If the holders requesting registration intend to distribute their shares by means of an underwriting, the managing underwriter of such offering will have the right to limit the numbers of shares to be underwritten for reasons related to the marketing of the shares.

Piggyback Registration Rights

If at any time after this offering we propose to register any shares of our common stock under the Securities Act, subject to certain exceptions, the holders of registrable securities will be entitled to notice of the registration and to include their shares of registrable securities in the registration. If our proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

Form S-3 Registration Rights

If, at any time after we become entitled under the Securities Act to register our shares on a registration statement on Form S-3, the holders of the registrable securities request in writing that we effect a registration with respect to registrable securities at an aggregate price to the public in the offering of at least $3,000,000, we will be required to effect such registration; provided, however, that we will not be required to effect such a registration if, within any twelve-month period, we have already effected two registrations on Form S-3 for the holders of registrable securities.

Expenses

Other than underwriting discounts and commissions and certain other expenses, we will be required to pay all expenses incurred by us related to any registration effected pursuant to the exercise of these registration rights. These expenses may include all registration and filing fees, printing expenses, fees and disbursements of our counsel, reasonable fees and disbursements of a counsel for the selling securityholders and blue sky fees and expenses.

Termination of Registration Rights

The registration rights terminate upon the earlier of five years after the effective date of the registration statement of which this prospectus is a part, the closing of a deemed liquidation event, as defined in the stockholders agreement, or, with respect to the registration rights of an individual holder, when the holder can sell all of such holder’s registrable securities in a 90-day period without restriction under Rule 144 under the Securities Act.

Warrant Registration Rights

The shares issuable upon exercise of the Representatives’ Warrants will be entitled to registration rights. See “Underwriting—Representatives’ Warrants.”

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Some provisions of Delaware law, our restated certificate of incorporation and our amended and restated bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares.

 

144


Table of Contents

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock

The ability of our board of directors, without action by the stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated by our board of directors could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Stockholder Meetings

Our amended and restated bylaws provide that a special meeting of stockholders may be called only by our chairman of the board, chief executive officer or president (in the absence of a chief executive officer), or by a resolution adopted by a majority of our board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

Elimination of Stockholder Action by Written Consent

Our restated certificate of incorporation eliminates the right of stockholders to act by written consent without a meeting.

Staggered Board

Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. For more information on the classified board, see “Management—Board Composition and Election of Directors.” This system of electing and removing directors may tend to discourage a third-party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Removal of Directors

Our restated certificate of incorporation provides that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote in the election of directors.

Stockholders Not Entitled to Cumulative Voting

Our restated certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock may be entitled to elect.

 

145


Table of Contents

Delaware Anti-Takeover Statute

We are subject to Section 203 of the General Corporation Law of the State of Delaware, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors.

Choice of Forum

Our restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware or our certificate of incorporation or bylaws; (4) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; or (5) any action asserting a claim governed by the internal affairs doctrine. Our restated certificate of incorporation also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to this choice of forum provision. It is possible that a court of law could rule that the choice of forum provision contained in our restated certificate of incorporation is inapplicable or unenforceable if it is challenged in a proceeding or otherwise.

Advance Notice Requirements

Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Amendment of Charter Provisions

The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock and the provision prohibiting cumulative voting, would require approval by holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote thereon.

The provisions of Delaware law, our restated certificate of incorporation and our restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Our bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the bylaws; and may also be amended by the affirmative vote of at least two-thirds of

 

146


Table of Contents

the outstanding shares entitled to vote on the amendment, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

National Securities Exchange Listing

We have applied to have our common stock listed on The Nasdaq Global Market under the symbol “ALZH.”

 

147


Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock.

Upon the closing of this offering, we will have outstanding an aggregate of 12,768,967 shares of common stock, assuming the issuance of 2,500,000 shares of common stock offered by us in this offering, the automatic conversion of all outstanding shares of our preferred stock into shares of our common stock and no exercise of options or warrants after August 31, 2018. Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement. Additionally, the Representatives’ Warrants may not be sold, transferred, assigned, pledged, or hypothecated for a 180-day period following the effective date of the registration statement, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

The remaining 10,268,967 shares of common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below. Upon expiration of the lock-up period, we estimate that approximately 10,268,967 shares will be available for sale in the public market, subject in some cases to applicable volume limitations under Rule 144.

In addition, of the 1,652,485 shares of our common stock that were subject to stock options outstanding as of August 31, 2018, options to purchase 556,865 shares of common stock were vested as of August 31, 2018 and, upon exercise, these shares will be eligible for sale subject to the lock-up agreements described below and Rules 144 and 701 under the Securities Act.

Lock-Up Agreements

We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, have agreed that, without the prior written consent of ThinkEquity, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of capital stock or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, whether any transaction is to be settled by delivery of our common stock or such other securities, in cash or otherwise.

In the case of our officers, directors and stockholders, these lock-up restrictions are subject to certain exceptions, including transfers (i) made as bona fide gifts; (ii) to any immediate family member; (iii) transfers by will, other testamentary document or intestate succession; (iv) to a charitable organization or educational institute; (v) to cover the payment of taxes due upon the vesting, conversion or exercise of securities issued under an equity incentive plan or stock purchase plan of the company; (vi) on the open market; (vii) of common stock or securities convertible into or exchangeable for common stock to any affiliate, limited partners, general partners, limited liability company members or stockholders of the undersigned, or if the undersigned is a corporation to any wholly owned subsidiary of such corporation; (viii) as part of a distribution, transfer or disposition to general partners or other affiliates; (ix) pursuant to any contractual arrangement described in the Prospectus in effect on the date of this agreement that provides for the repurchase of the undersigned’s shares of common stock by us; (x) pursuant to a divorce settlement agreement or decree or a qualified domestic relations order; or (xi) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the common stock involving a change of control of us.

 

148


Table of Contents

In our case, these lock-up restrictions are subject to certain exceptions, including that we may (i) effect the transactions contemplated in the underwriting agreement; (ii) issue common stock or other awards pursuant to any employee incentive award plan, provided the recipients provide a signed lock-up agreement; (iii) issue shares of common stock upon the conversion or exercise of convertible securities or warrants; (iv) file a registration statement on Form S-8 to register shares of common stock; and (v) issue shares of common stock in connection with any joint venture, commercial or collaborative relationship, or our acquisition or license of the securities, businesses, property or other assets of another person or entity.

Upon the expiration of the applicable lock-up periods, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above.

Rule 144

Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least six months would be entitled to sell in “broker’s transactions” or certain “riskless principal transactions” or to market makers, a number of shares within any three-month period that does not exceed the greater of:

 

   

1% of the number of shares of our common stock then outstanding, which will equal approximately 127,689 shares immediately after this offering; or

 

   

the average weekly trading volume in our common stock on The Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the Securities and Exchange Commission and Nasdaq concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the nine months preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701, any of an issuer’s employees, directors, officers, consultants or advisors who purchases shares from an issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

 

149


Table of Contents

The Securities and Exchange Commission has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options and common stock issued or issuable under our stock plans. We expect to file the registration statement covering shares offered pursuant to our stock plans shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.

Registration Rights

Upon the closing of this offering, the holders of 10,268,967 shares of common stock, which includes all of the shares of common stock issuable upon the automatic conversion of our preferred stock upon the closing of this offering, or their transferees and the 50,000 shares of common stock issuable upon exercise of the Representatives’ Warrants will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See “Description of Capital Stock—Registration Rights” and “Description of Capital Stock—Warrant Registration Rights” for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of any applicable lock-up agreement.

 

150


Table of Contents

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the purchase, ownership and disposition of the shares of common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or IRS, in effect as of the date of this offering. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a non-U.S. holder of our common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to non-U.S. holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a non-U.S. holder’s particular circumstances, including the impact of the alternative minimum tax or the unearned income Medicare contribution tax. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:

 

   

U.S. expatriates and certain former citizens or long-term residents of the United States;

 

   

persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

 

   

banks, insurance companies, and other financial institutions;

 

   

regulated investment companies or real estate investment trusts;

 

   

brokers, dealers or traders in securities or currencies;

 

   

controlled foreign corporations, “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

   

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

 

   

tax-exempt organizations or governmental organizations;

 

   

persons deemed to sell our common stock under the constructive sale provisions of the Code;

 

   

persons for whom our common stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code;

 

   

persons subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into account in an “applicable financial statement” (as defined in the Code);

 

   

persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

 

   

tax-qualified retirement plans.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

 

151


Table of Contents

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS LEGAL OR TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our common stock that is not a “U.S. person,” a partnership or an entity disregarded as separate from its owner, each for United States federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

 

   

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

 

   

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person.

Distributions

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions on our common stock, such distributions of cash or property on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our common stock. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of the withholding rules discussed below we or the applicable withholding agent may treat the entire distribution as a dividend.

Subject to the discussion below on backup withholding and foreign accounts, dividends paid to a non-U.S. holder of our common stock that are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty).

Non-U.S. holders will be entitled to a reduction in or an exemption from withholding on dividends as a result of either (a) an applicable income tax treaty or (b) the non-U.S. holder holding our common stock in connection with the conduct of a trade or business within the United States and dividends being effectively connected with that trade or business. To claim such a reduction in or exemption from withholding, the non-U.S. holder must provide the applicable withholding agent with a properly executed (a) IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming an exemption from or reduction of the withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established, or (b) IRS Form W-8ECI stating that the dividends are not subject to withholding tax because they are effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States, as may be applicable. These certifications must be provided to the applicable withholding agent

 

152


Table of Contents

prior to the payment of dividends and must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

If dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then, although exempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described above), the non-U.S. holder will be subject to U.S. federal income tax on such dividends on a net income basis at the regular graduated U.S. federal income tax rates. In addition, a non-U.S. holder that is a corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Disposition of Common Stock

Subject to the discussions below on backup withholding and foreign accounts, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

 

   

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

 

   

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

 

   

our common stock constitutes U.S. real property interests, or USRPIs, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States) provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we are not currently and do not anticipate becoming a USRPHC. Because the determination of whether we are a USRPHC depends on the fair market value of our USRPIs relative to the fair market value of our other business assets and our non-U.S. real property interests, however, there can be no assurance we are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period. If we are a USRPHC and either our common stock is not regularly traded on an established securities market or a

 

153


Table of Contents

non-U.S. holder holds more than 5% of our outstanding common stock, directly or indirectly, during the applicable testing period, such non-U.S. holder’s gain on the disposition of shares of our common stock generally will be taxed in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally will not apply. If we are a USRPHC and our common stock is not regularly traded on an established securities market, a non-U.S. holder’s proceeds received on the disposition of shares will also generally be subject to withholding at a rate of 15%. Prospective investors are encouraged to consult their tax advisors regarding the possible consequences to them if we are, or were to become, a USRPHC.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Subject to the discussion below on foreign accounts, a non-U.S. holder will not be subject to backup withholding (currently at a rate of 24%) with respect to distributions on our common stock we make to the non-U.S. holder, provided the applicable withholding agent does not have actual knowledge or reason to know such holder is a United States person and the holder certifies its non-U.S. status, such as by providing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or other applicable certification. However, information returns generally will be filed with the IRS in connection with any distributions (including deemed distributions) made on our common stock to the non-U.S. holder, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Information reporting and backup withholding may apply to the proceeds of a sale or other taxable disposition of our common stock within the United States, and information reporting may (although backup withholding generally will not) apply to the proceeds of a sale or other taxable disposition of our common stock outside the United States conducted through certain U.S.-related financial intermediaries, in each case, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder on IRS Form W-8BEN or W-8BEN-E, or other applicable form (and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. person) or such owner otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemed dividends) paid on our common stock, or gross proceeds from the sale or other disposition of our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code),

 

154


Table of Contents

annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends (including deemed dividends) paid on our common stock, and will apply to payments of gross proceeds from the sale or other disposition of common stock on or after January 1, 2019. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we or the applicable withholding agent may treat the entire distribution as a dividend. Prospective investors should consult their tax advisors regarding the potential application of these withholding provisions.

 

155


Table of Contents

UNDERWRITING

ThinkEquity, a division of Fordham Financial Management, Inc., and H.C. Wainwright & Co., LLC are acting as joint book-running managers of this offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, the underwriters named below have severally agreed to purchase, and we have agreed to sell to them, the number of shares of our common stock indicated below:

Underwriter

   Number of
Shares
 

ThinkEquity, a division of Fordham Financial Management, Inc.

  

H.C. Wainwright & Co., LLC

  

The Benchmark Company, LLC

  
  

 

 

 

Total

     2,500,000  
  

 

 

 

The underwriting agreement provides that the obligations of the underwriters to purchase the shares of our common stock included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the shares of our common stock sold in this offering (other than those covered by the over-allotment option described below) if they purchase any of the shares.

The underwriters are offering the shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by counsel and to other conditions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Shares of our common stock sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of our common stock sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $         per share. After the initial offering of the shares of our common stock, if all the shares of our common stock are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms.

Over-Allotment Option

If the underwriters sell more shares of our common stock than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 375,000 additional shares of our common stock (15% of the shares sold in this offering) at the initial public offering price, less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares of our common stock approximately proportionate to that underwriter’s initial purchase commitment set forth in the table above. Any shares of our common stock issued or sold under the option will be issued and sold on the same terms and conditions as the other shares of our common stock that are the subject of this offering. If this option is exercised in full, the total offering price to the public will be $                 and the total net proceeds, before expenses, to us will be $                .

 

156


Table of Contents

Discount

The following table shows the per share and total public offering price, underwriting discounts and commissions that we are to pay to the underwriters, and proceeds to us, before expenses, in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option:

 

    

 

     Total  
     Per share      No exercise      Full exercise  

Public offering price

   $                    $                    $                    

Underwriting discounts and commissions paid by us(1)

   $        $        $    

Proceeds to us, before expenses

   $        $        $    

Non-accountable expense allowance(2)

   $        $        $    

 

(1)   The underwriting discount will be 6% of the public offering price, if the total public offering price of the shares of common stock sold in this offering, including shares sold upon exercise of the underwriters’ over-allotment option (if any), is less than or equal to $35 million. The underwriting discount will be 7% of the public offering price, if the total public offering price of the shares of common stock sold in this offering, including shares sold upon exercise of the underwriters’ over-allotment (if any), is greater than $35 million.
(2)   We have agreed to pay a non-accountable expense allowance to the underwriters equal to 1.0% of the gross proceeds received in this offering (excluding proceeds received from exercise of the underwriters’ over-allotment option).

We have agreed to reimburse the representatives up to $5,000 for all fees, expenses and disbursements relating to the registration or qualification of our common stock under state securities or “blue sky” laws of such states and other jurisdictions that the representatives may reasonably designate, if such registration or qualification is necessary, as well as up to $25,000 for reasonable out-of-pocket expenses for one attendee from the underwriters to attend road show meetings with investors and group lunches arranged by the underwriters and pre-approved by us.

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount and non-accountable expense allowance, will be approximately $350,000, based on an assumed initial public offering price of $14.00, which is the midpoint of the range set forth on the cover page of this prospectus.

Representatives’ Warrants

If the total public offering price of the aggregate number of shares of common stock sold in this offering is greater than $35 million, including shares sold upon exercise of the underwriters’ over-allotment option (if any), we have agreed to issue to the representatives warrants to purchase up to a total of 50,000 shares of common stock (2% of the aggregate number of shares of common stock sold in this offering, excluding shares sold upon exercise of the underwriters’ over-allotment option). The Representatives’ Warrants, if issued, will be exercisable at a per share exercise price equal to 130% of the public offering price per share of the common stock sold in this offering, and they would be exercisable at any time, from time to time, in whole or in part, during the two-year period commencing one year from the effective date of the registration statement related to this offering.

The Representatives’ Warrants and the underlying shares of common stock are deemed compensation by FINRA and, therefore, would be subject to a 180-day lock-up pursuant to FINRA Rule 5110(g)(1). The representatives or permitted assignees under such rule may not sell, transfer, assign, pledge, or hypothecate the Representatives’ Warrants or the shares of common stock underlying the Representatives’ Warrants, nor will the representatives engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Warrants or the underlying shares of common stock for a period of 180 days from the effective date of the registration statement related to this offering. Additionally, the Representatives’ Warrants may not be sold, transferred, assigned, pledged, or hypothecated for a 180-day period following the effective date of the registration statement, except to any underwriter and selected dealer

 

157


Table of Contents

participating in the offering and their bona fide officers or partners. In addition, the Representatives’ Warrants provide for one-time demand registration rights. The demand registration right provided will expire five years from the date of this prospectus in compliance with FINRA Rule 5110(f)(2)(G)(iv). We will bear all fees and expenses attendant to registering the common stock issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the Representatives’ Warrants may be adjusted in the event of a stock dividend or stock split or our recapitalization, reorganization, merger or consolidation; however, the Representatives’ Warrants will not include any price-based anti-dilution protection, and no adjustment to the exercise price or underlying shares of common stock will be made upon future issuances of shares of common stock at a price below the applicable exercise price of the Representatives’ Warrants.

Discretionary Accounts

The representatives have advised us that the underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

We, our officers and directors and substantially all of our stockholders have agreed that, subject to specified limited exceptions, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of ThinkEquity, a division of Fordham Financial Management, Inc., offer, sell, contract to sell, pledge or otherwise dispose of, including the filing of a registration statement in respect of, or hedge any shares of our capital stock or any securities convertible into, or exercisable or exchangeable for, our common stock. See “Shares Eligible for Future Sale—Lock-Up Agreements.” ThinkEquity, a division of Fordham Financial Management, Inc., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice.

Right of First Refusal

We have agreed that if (i) the final pre-money valuation of the company with respect to the offering is at least $140 million and (ii) the net proceeds to the company from the offering, including shares sold upon exercise of the underwriters’ over-allotment option (if any), but before payment of expenses (including the underwriters’ 1% non-accountable expense allowance), are at least $35 million, we will grant ThinkEquity, a division of Fordham Financial Management, Inc., or ThinkEquity, an irrevocable right of first refusal, for a period of 12 months immediately following the effective date of the registration statement in connection with this offering, to act as sole investment banker, sole book-runner and/or sole placement agent, at ThinkEquity’s sole discretion, for each and every future public and private equity and debt offering, including all equity-linked financings, by us or any of our successors or subsidiaries during such 12-month period on terms customary to ThinkEquity, and ThinkEquity shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. The right of first refusal will terminate immediately in the event certain current employees of ThinkEquity are no longer employed or affiliated with ThinkEquity.

Determination of Public Offering Price

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price will be our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares of our common stock will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares of common stock will develop and continue after this offering.

 

158


Table of Contents

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Electronic Offer, Sale and Distribution of Shares

A prospectus in electronic format may be made available on the websites maintained by one or more underwriters or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares of common stock to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.

Over-allotment transactions involve sales by the underwriters of securities in excess of the number of securities that underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing securities in the open market.

Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of securities to close out the short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared with the price at which they may purchase securities through exercise of the over-allotment option. If the underwriters sell more securities than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities in the open market may be higher than it would otherwise

 

159


Table of Contents

be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common stock on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the securities and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Relationships

The underwriters are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. However, other than in connection with this offering as described in this prospectus, we have not yet had, and have no present arrangements with any of the underwriters for any further services. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares of our common stock described in this prospectus may not be made to the public in that relevant member state other than:

 

   

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

   

to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

 

   

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares of our common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and

 

160


Table of Contents

the shares of our common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of our common stock, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The sellers of the shares of our common stock have not authorized and do not authorize the making of any offer of shares of our common stock through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares of our common stock as contemplated in this prospectus. Accordingly, no purchaser of the shares of our common stock, other than the underwriters, is authorized to make any further offer of the shares of our common stock on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a relevant person).

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Canada

The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia, or Corporations Act) in relation to our common stock has been or will be lodged with the Australian Securities &

 

161


Table of Contents

Investments Commission, or ASIC. This document has not been lodged with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

 

   

you confirm and warrant that you are either:

 

   

a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;

 

   

a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to us which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made; a person associated with the company under section 708(12) of the Corporations Act; or

 

   

a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this document is void and incapable of acceptance; and

 

   

you warrant and agree that you will not offer any of our common stock for resale in Australia within 12 months of that common stock being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares of our common stock described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares of our common stock have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares of our common stock has been or will be:

 

   

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

 

   

used in connection with any offer for subscription or sale of the shares of our common stock to the public in France.

Such offers, sales and distributions will be made in France only:

 

   

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

 

   

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

 

   

in a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares of our common stock may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The shares of our common stock may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities

 

162


Table of Contents

and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares of our common stock offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares of our common stock have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of our common stock may not be circulated or distributed, nor may the shares of our common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares of our common stock are subscribed or purchased under Section 275 of the SFA by a relevant party which is:

 

   

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

 

   

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares of our common stock and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares of our common stock pursuant to an offer made under Section 275 of the SFA except:

 

   

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares of our common stock and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

 

163


Table of Contents
   

where no consideration is or will be given for the transfer; or

 

   

where the transfer is by operation of law.

 

164


Table of Contents

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Latham & Watkins LLP. Certain legal matters will be passed upon for the underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

EXPERTS

The financial statements of Alzheon, Inc. as of December 31, 2016 and 2017 and for the years then ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2017 financial statements contains an explanatory paragraph that states that the Company’s recurring losses from operations and net capital deficiency raise substantial doubt about the entity’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Washington, District of Columbia 20549. You may obtain information on the operation of the public reference rooms by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov.

 

165


Table of Contents

INDEX TO FINANCIAL STATEMENTS

 

     Page  

Report of Independent Registered Public Accounting Firm

     F-2  

Balance Sheets

     F-3  

Statements of Operations

     F-4  

Statements of Stockholders’ Equity (Deficit)

     F-5  

Statements of Cash Flows

     F-6  

Notes to Financial Statements

     F-7  

 

F-1


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors

Alzheon, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Alzheon, Inc. (the Company) as of December 31, 2016 and 2017, the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ KPMG LLP

 

We have served as the Company’s auditor since 2015.

 

Cambridge, MA

February 26, 2018, except for

Note 15, as to which

the date is March 30, 2018

 

F-2


Table of Contents

ALZHEON, INC.

 

BALANCE SHEETS

(in thousands, except share and per share data)

 

     December 31,     June 30,
2018
 
     2016     2017  
                 (unaudited)  

Assets

      

Cash and cash equivalents

   $ 2,728     $ 6,370     $ 3,141  

Prepaid expenses

     34       64       45  

Restricted cash

         23  
  

 

 

   

 

 

   

 

 

 

Total current assets

     2,762       6,434       3,209  

Property and equipment, net

     77       55       43  

Restricted cash

     23       23       —    

Deferred offering costs

     —         879       —    
  

 

 

   

 

 

   

 

 

 

Total assets

   $ 2,862     $ 7,391     $ 3,252  
  

 

 

   

 

 

   

 

 

 

Liabilities and stockholders’ equity (deficit)

      

Current liabilities:

      

Accounts payable

   $ 203     $ 565     $ 1,514  

Accrued expenses

     232       700       268  

Current portion of deferred rent

     7       3       —    
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     442       1,268       1,782  

Convertible notes payable

     10,367       —         —    

Deferred rent

     5       —         —    
  

 

 

   

 

 

   

 

 

 

Total long-term liabilities

     10,372       —         —    
  

 

 

   

 

 

   

 

 

 

Total liabilities

     10,814       1,268       1,782  

Stockholders’ equity (deficit):

      

Series A convertible preferred stock, $0.001 par value; 15,000,000 shares authorized and 8,175,303 shares issued and outstanding (aggregate liquidation value of $11,200 at December 31, 2017 and June 30, 2018 (unaudited))

     10,312       10,312       10,312  

Series B convertible preferred stock, $0.001 par value; no shares, 18,145,280 and 18,145,280 shares authorized at December 31, 2016 and 2017 and June 30, 2018 (unaudited), respectively; no shares and 4,246,979 and 4,246,979 shares issued and outstanding at December 31, 2016 and 2017 and June 30, 2018 (unaudited), respectively (aggregate liquidation value of $19,154 at December 31, 2017 and June 30, 2018 (unaudited))

     —         18,755       18,755  

Common stock, $0.001 par value; 35,000,000, 43,000,000 and 50,000,000 shares authorized at December 31, 2016 and 2017 and June 30, 2018 (unaudited), respectively; 4,749,205, 4,838,321 and 4,838,321 shares issued at December 31, 2016 and 2017 and June 30, 2018 (unaudited), respectively; 4,654,122, 4,757,755 and 4,776,790 shares outstanding at December 31, 2016 and 2017 and June 30, 2018 (unaudited), respectively

     5       5       5  

Additional paid-in capital

     920       1,690       2,615  

Accumulated deficit

     (19,189     (24,639     (30,217
  

 

 

   

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     (7,952     6,123       1,470  
  

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 2,862     $ 7,391     $ 3,252  
  

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

F-3


Table of Contents

ALZHEON, INC.

 

STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

 

     Year Ended December 31,     Six Months Ended June 30,  
     2016     2017     2017     2018  
                 (unaudited)  

Revenue

   $     $     $     $  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     4,329       1,744       747       1,643  

General and administrative

     2,603       2,308       1,232       3,949  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     6,932       4,052       1,979       5,592  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (6,932     (4,052     (1,979     (5,592

Other expense:

        

Interest expense, net

     (765     (353     (362     14  

Debt conversion charge

           (1,045     (1,045     —    
  

 

 

   

 

 

   

 

 

   

 

 

 
     (765     (1,398     (1,407     14  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (7,697   $ (5,450   $ (3,386   $ (5,578
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share—basic and diluted

   $ (1.68   $ (1.16   $ (0.72   $ (1.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—basic and diluted

     4,583,868       4,716,678       4,683,757       4,771,124  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss per common share—basic and diluted (unaudited)

     $ (0.41     $ (0.56
    

 

 

     

 

 

 

Pro forma weighted average common shares outstanding—basic and diluted (unaudited)

       9,988,109         10,042,555  
    

 

 

     

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

F-4


Table of Contents

ALZHEON, INC.

 

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share information)

 

    Series A
Convertible
Preferred Stock
    Series  B
Convertible
Preferred Stock
    Common Stock     Additional
Paid-In
Capital
    Accumulated
Deficit
    Total
Stockholders’
Equity
(Deficit)
 
    Shares     $0.001
Par  Value
 
    Shares     Value     Shares     Value  

Balance at December 31, 2015

    8,175,303     $ 10,312       —       $ —       4,475,662     $ 5     $ 478     $ (11,492   $ (697

Stock option exercise

    —         —         —         —         65,237       —         65       —         65  

Share-based compensation

    —         —         —         —         —         —         332       —         332  

Vesting of restricted stock

    —         —         —         —         113,223       —         45       —         45  

Net loss

    —         —         —         —         —         —         —         (7,697     (7,697
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

    8,175,303       10,312       —         —         4,654,122       5       920       (19,189     (7,952

Issuance of Series B convertible preferred stock, net of issuance costs of $400

    —         —         1,635,921       6,978       —         —         25       —         7,003  

Conversion of convertible notes payable

    —         —         2,611,058       11,777       —         —         —         —         11,777  

Stock option exercise

    —         —         —         —         4,244       —         7       —         7  

Share-based compensation

    —         —         —         —         —         —         720       —         720  

Vesting of restricted stock

    —         —         —         —         99,389       —         18       —         18  

Net loss

    —         —         —         —         —         —         —         (5,450     (5,450
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

    8,175,303       10,312       4,246,979       18,755       4,757,755       5       1,690       (24,639     6,123  

Share-based compensation (unaudited)

    —         —         —         —         —         —         920       —         920  

Vesting of restricted stock (unaudited)

    —         —         —         —         19,035       —         5       —         5  

Net loss (unaudited)

    —         —         —         —         —         —         —         (5,578     (5,578
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018 (unaudited)

    8,175,303     $ 10,312       4,246,979     $ 18,755       4,776,790     $ 5     $ 2,615     $ (30,217   $ 1,470  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

F-5


Table of Contents

ALZHEON, INC.

 

STATEMENTS OF CASH FLOWS

(in thousands)

 

     Year Ended
December 31,
    Six Months Ended
June 30,
 
     2016     2017     2017     2018  
                 (unaudited)  

Operating activities

        

Net loss

   $ (7,697   $ (5,450   $ (3,386   $ (5,578

Adjustments to reconcile net loss to net cash used in operating activities:

        

Depreciation

     31       35       18       12  

Stock-based compensation expense

     332       720       200       920  

Amortization of deferred financing costs

     383       202       205       —    

Deferred interest

     385       161       160       —    

Deferred rent

     (7     (9     (4     (3

Debt conversion charge

     —         1,045       1,045       —    

Changes in:

        

Prepaid expenses

     85       (30     (18     19  

Accounts payable

     (758     (107     43       (173

Accrued expenses

     (314     95       68       1,938  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in operating activities

     (7,560     (3,338     (1,669     (2,865

Investing activities

        

Purchases of property and equipment

     (10     (13     (7     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (10     (13     (7     —    

Financing activities

        

Proceeds from issuance of convertible notes payable, net of discount

     3,150       —         —         —    

Proceeds from issuance of Series B convertible preferred stock

     —         7,003       4,712       —    

Proceeds from exercise of options to purchase common stock

     101       7       5       —    

Deferred issuance costs

     —         (17     —         (364

Deferred financing costs

     (238     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     3,013       6,993       4,717       (364
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents and restricted cash

     (4,557     3,642       3,041       (3,229

Cash and cash equivalents and restricted cash at beginning of period

     7,308       2,751       2,751       6,393  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents and restricted cash at end of period

   $ 2,751     $ 6,393     $ 5,792     $ 3,164  
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental disclosure of non-cash investing and financing activities

        

Conversion of convertible notes payable, including accrued interest, into Series A convertible preferred stock

   $ —     $ 11,777     $ 11,777       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred offering costs included in accounts payable

   $ —     $ 473     $ —       $ —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred offering costs included in accrued expenses

   $ —     $ 389     $ —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Reclassification of deposit liability to additional paid-in capital upon lapsing of restrictions on restricted stock

   $ 45     $ 18     $ 13     $ 5  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

F-6


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

1. The Company and Going Concern

 

The Company

 

Alzheon, Inc. (the “Company”) is a clinical stage biopharmaceutical company with a late-stage program in Alzheimer’s Disease (“AD”) and a proprietary discovery platform of small molecules for the inhibition of protein misfolding and aggregation in neurodegenerative disorders. The Company’s goal is to develop disease modifying treatments for patients with AD and other neurological disorders by leveraging its expertise in inhibiting protein misfolding and aggregation. The Company’s lead product candidate, ALZ-801, is an orally administered inhibitor of beta amyloid (“Aß”) misfolding and the consequent formation of small neurotoxic aggregates.

 

The Company was founded on June 25, 2013 and is currently located in Framingham, Massachusetts.

 

The Company is subject to risks common to other life science companies in the development stage including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing, and compliance with the regulations of the U.S. Food and Drug Administration and other government regulations. If the Company does not successfully commercialize any product candidate, it will be unable to generate recurring product revenue or achieve profitability.

 

The Company’s product candidates are in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

 

Going Concern

 

The Company has suffered recurring losses from operations since its inception, has an accumulated deficit of $30.2 million (unaudited) and $24.6 million at June 30, 2018 and December 31, 2017, respectively, and will require additional financing to fund future operations. The ultimate viability of the Company will be dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations.

 

The Company expects that its cash at June 30, 2018 of $3.1 million, along with $1.7 million of proceeds raised from the issuance of Series B preferred stock discussed in Note 16, will enable it to fund its operating expenses and capital expenditure requirements through December 31, 2018.

 

Therefore, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of these financial statements.

 

Cash requirements and cash resource needs will vary significantly depending upon the amount and related timing of expenditures required to complete ongoing development and pre-clinical and clinical testing of products as well as regulatory efforts and collaborative arrangements necessary for the Company’s products that are currently under development.

 

F-7


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

1. The Company and Going Concern  (Continued)

 

The ultimate viability of the Company will be dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations.

 

The Company will continue to seek financing to fund expansion of its operations, including but not limited to advancing the clinical research of its drug candidates, discovery of other drug candidates and efforts to meet regulatory requirements in the United States and other countries. The Company relies on capital raises to fund its future growth until which time it derives meaningful revenues through commercial product sales or strategic collaborations to provide the necessary cash flows to support its cost structure. The Company is actively exploring various options to secure sources of financing and improve its financial position. In addition, the Company would consider potential strategic collaborations, which could provide a capital infusion to the Company. There is no assurance, however, that the Company will complete any of these arrangements or obtain them on terms and conditions favorable to the Company.

 

The Company’s failure to raise additional funds as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. In the event the Company does not raise additional capital from outside sources in the near future, it may be forced to curtail or cease its operations.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that may result from the outcome of this uncertainty.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Unaudited Interim Financial Information

 

The accompanying balance sheet as of June 30, 2018, the statements of operations, and cash flows for the six months ended June 30, 2017 and 2018, and the statement of stockholders’ equity (deficit) for the six months ended June 30, 2018 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2018, and the results of its operations and its cash flows for the six months ended June 30, 2017 and 2018. The financial data and other information disclosed in these notes related to the six months ended June 30, 2017 and 2018 are unaudited. The results for the six months ended June 30, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018 or any other interim periods, or any future year or period.

 

Segment Data

 

The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company’s singular focus is using its specialized knowledge to develop novel medicines for patients suffering from AD and other neurodegenerative disorders. All of the Company’s tangible assets are held in the United States.

 

F-8


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

2. Summary of Significant Accounting Policies  (Continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, stock-based awards, including the valuation of common stock. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates.

 

Concentration of Credit Risk and of Significant Suppliers and License Agreements

 

Financial instruments that potentially subject the Company to credit risk consist of cash deposits as well as cash equivalents, specifically a money market sweep account, at banks that exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk.

 

The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including pre-clinical and clinical testing. These programs could be adversely affected by a significant interruption in the supply of such drug substance products.

 

The Company is dependent on its license arrangement (“FB Health License Agreement”) with FB Health S.p.A (“FB Health), a privately-held company in Italy, which is cancelable under certain conditions by either party, and requires the Company to meet certain clinical development and other obligations as discussed in Note 12. The Company could be adversely affected by its failure to meet the obligations required under this arrangement.

 

Comprehensive Loss

 

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss in the accompanying statement of operations for the years ended December 31, 2016 and 2017 and the six months ended June 30, 2017 and 2018 (unaudited).

 

Research and Development Costs

 

Research and development costs are expensed as incurred. Research and development expenses include salaries, stock-based compensation and benefits of employees, third-party license fees and other operational costs related to the Company’s research and development activities, and external costs of outside vendors engaged to conduct both pre-clinical studies and clinical trials.

 

Research Contract Costs and Accruals

 

The Company has entered into various clinical development contracts with third parties. These agreements and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs.

 

F-9


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

2. Summary of Significant Accounting Policies  (Continued)

 

Patent Costs

 

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

 

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. The estimated useful lives of the property and equipment are as follows:

 

Computer equipment

   3 years

Furniture and fixtures

   7 years

Leasehold improvements

   Shorter of the useful life of the asset or the life of the lease

 

Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in net loss from operations.

 

Cash and Cash Equivalents

 

All unrestricted, highly liquid investments with original maturities of less than 90 days at the time of purchase are considered cash and cash equivalents. Cash and cash equivalents at December 31, 2017 and

 

F-10


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

2. Summary of Significant Accounting Policies  (Continued)

 

June 30, 2018 (unaudited) included checking and savings accounts as well as a money market sweep account that are highly liquid investments.

 

Restricted Cash

 

Restricted cash consists primarily of cash placed in a separate restricted bank account as required under the terms of the Company’s lease arrangement for its Framingham, Massachusetts facility.

 

Impairment of Long-Lived Assets

 

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets.

 

If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets.

 

Accounting for Stock-Based Compensation

 

The Company measures all stock options and restricted stock awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award).

 

The Company measures stock-based awards granted to consultants and non-employees based on the fair value of the award on the date on which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model.

 

The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified.

 

The Company recognizes compensation expense for only the portion of awards that vest. Adjustments to stock-based compensation expenses for forfeited awards are recorded in the period the award is forfeited.

 

F-11


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

2. Summary of Significant Accounting Policies  (Continued)

 

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

 

The Company has issued shares of restricted common stock, which are more fully described in Note 10. The Company has recorded the proceeds related to the restricted stock in accrued expenses since upon termination of employment, the proceeds related to the unvested shares are returned to the employee. As the shares vest, the Company reclassifies the liability from accrued expenses to additional paid-in capital.

 

Certain of the restricted shares were sold to non-employees, and therefore, the Company is required to re-measure the fair value of the equity instrument at each reporting period prior to vesting, and finally at the vesting date of the equity instruments.

 

Deferred Rent

 

The Company has free rent and rent escalations under its lease arrangement which are amortized on a straight-line basis over the term of the lease, which is 39 months.

 

Deferred Offering Costs

 

The Company capitalizes certain legal and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expense in the statements of operations. Deferred offering costs amounted to $879,000 at December 31, 2017. There were no deferred offering costs at December 31, 2016. During the six months ended June 30, 2018, the Company abandoned its prior efforts to complete an initial public offering and wrote off $2.4 million (unaudited) of deferred offering costs.

 

Reverse Stock Split

 

On March 29, 2018, the Company effected a one-for-2.3565 reverse split of the Company’s common stock and a proportional adjustment to the existing conversion ratios for each of the series of the Company’s preferred stock. All common share and per share information and related information included in the accompanying financial statements have been adjusted retroactively, where applicable, to reflect the reverse split and adjustment of the preferred stock conversion ratios.

 

F-12


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

2. Summary of Significant Accounting Policies  (Continued)

 

Net Loss Per Common Share

 

The Company follows the two-class method when computing net loss per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

 

Pro Forma Net Loss Per Common Share (unaudited)

 

Pro forma net loss per common share for the year ended December 31, 2017 and six months ended June 30, 2018 represents pro forma net loss divided by pro forma weighted average common shares, basic and diluted, outstanding. Pro forma net loss assumes the Company’s 2015 and 2016 Convertible Notes Payable were converted into Series B preferred stock on January 1, 2017 and therefore excludes the interest expense associated with those borrowings as well as the debt conversion charge. The pro forma weighted average common shares outstanding assumes all shares of Series A preferred stock were converted into shares of common stock as of January 1, 2017 and all shares of Series B preferred stock which were issued upon conversion of the 2015 and 2016 Convertible Notes Payable and those issued for cash were issued and converted into shares of common stock on January 1, 2017. The Company assumed the conversion of the Series A and B Preferred Stock using the conversion prices as of December 31, 2017 (see Note 7).

 

Recently Adopted Accounting Pronouncements

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, which requires that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 in the first quarter of 2018 and its adoption resulted in the inclusion of restricted cash in total cash and cash equivalents in the determination of changes in cash and cash equivalents in its statements of cash flows. Prior to the adoption of ASU 2016-18, the Company included restricted cash activity in the investing section of the statements of cash flows. The presentation of restricted cash on the balance sheet remained the same. Restricted cash amounted to $23,000 at June 30, 2018 (unaudited) and December 31, 2017.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted ASU 2016-15 in the first quarter of 2018 and its adoption did not have a material impact on its financial statements.

 

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 requires deferred tax liabilities and assets to be classified as non-current in the balance sheet. ASU 2015-17 is required to be adopted for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. The amendment may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company adopted ASU 2015-17 during the year ended December 31, 2017 and its adoption did not have a material impact on the Company’s financial statements.

 

F-13


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

2. Summary of Significant Accounting Policies  (Continued)

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross share compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company adopted ASU 2016-09 during the year ended December 31, 2017. The adoption of ASU 2016-09 did not have a material impact on the Company’s financial statements.

 

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 will require lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

 

3. Fair Value Measurements

 

The hierarchy established under FASB ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1), and the lowest priority to unobservable inputs (Level 3). As required by ASC Topic 820, the Company’s financial assets and liabilities are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC Topic 820, and its applicability to the Company’s financial assets and liabilities, are described below:

 

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.

 

Level 2—Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security.

 

Level 3—Pricing inputs are unobservable for the asset, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset. Level 3 includes private investments that are supported by little or no market activity.

 

The Company’s cash equivalents consist of a money market sweep account whose cost approximates fair value. Additional financial instruments consist of accounts payable and accrued expenses. The carrying amounts of accounts payable, accrued liabilities and convertible notes payable to investors approximate their respective fair values.

 

Under ASC Topic 820, an entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value

 

F-14


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

3. Fair Value Measurements  (Continued)

 

option has been elected will be reported in earnings. The Company did not elect to measure any additional financial instruments or other items at fair value.

 

4. Property and Equipment

 

Property and equipment, net consisted of the following:

 

     December 31     June  30
2018
 
     2016     2017  
     (in thousands)  
                 (unaudited)  

Computer equipment

   $ 56     $ 69     $ 69  

Furniture and fixtures

     61       61       61  

Leasehold improvements

     16       16       16  
  

 

 

   

 

 

   

 

 

 

Total

     133       146       146  

Less accumulated depreciation

     (56     (91     (103
  

 

 

   

 

 

   

 

 

 

Total

   $ 77     $ 55     $ 43  
  

 

 

   

 

 

   

 

 

 

 

Depreciation and amortization expense was approximately $31,000, $35,000, $18,000 (unaudited) and $12,000 (unaudited) for the years ended December 31, 2016 and 2017 and six months ended June 30, 2017 and 2018, respectively.

 

5. Accrued Expenses

 

Accrued expenses consisted of the following:

 

     December 31      June  30
2018
 
     2016      2017  
     (in thousands)  
                   (unaudited)  

Professional fees

   $ 100      $ 573      $ 150  

Other

     132        127        118  
  

 

 

    

 

 

    

 

 

 

Total

   $ 232      $ 700      $ 268  
  

 

 

    

 

 

    

 

 

 

 

F-15


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

6. Convertible Notes Payable

 

A summary of the convertible notes payable is as follows:

 

     December 31      June  30
2018
 
     2016      2017  
     (in thousands)  
                   (unaudited)  

2015 convertible notes payable, net of discount

   $ 6,783      $ —      $ —    

Accrued interest

     405        —          —    
  

 

 

    

 

 

    

 

 

 
     7,188        —          —    

2016 convertible notes payable, net of discount

     3,069        —          —    

Accrued interest

     110        —          —    
  

 

 

    

 

 

    

 

 

 
     3,179        —          —    
  

 

 

    

 

 

    

 

 

 
   $ 10,367      $ —      $ —    
  

 

 

    

 

 

    

 

 

 

 

On July 13, 2015, the Company issued unsecured promissory notes in the amount of $6.9 million in exchange for $6.4 million, net of $0.5 million of deferred financing costs (the “2015 Convertible Notes Payable”). In February and March 2016, the Company issued additional unsecured promissory notes in the amount of $3.2 million, in exchange for $2.9 million cash, net of $0.3 million of deferred financing costs (the “2016 Convertible Notes Payable”). The notes accrued interest at 4% annually. All principal and interest was due on July 13, 2017. The notes were not pre-payable and did not include any financial covenants. These obligations were subject to acceleration upon the occurrence of specified events of default.

 

The conversion features under the 2015 and 2016 Convertible Notes Payable were as follows:

 

   

In the event the Company completed a Qualified Financing, which was defined as the sale of convertible preferred stock for gross proceeds of at least $10.0 million, prior to July 13, 2017, all principal and accrued interest would have automatically converted into shares of the same class and series of capital stock at the per share price of the price paid by investors in the Qualified Financing;

 

   

Immediately prior to the earlier of the submission or filing by the Company of a registration statement relating to an initial public offering of the Company’s common stock, all principal and accrued interest would have automatically converted into shares of Series A Preferred Stock at a per share price equal to $9.69;

 

   

In the event of a reverse merger into a company on a publicly traded stock exchange, all principal and accrued interest would have automatically converted into shares of Series A Preferred Stock at a per share price equal to $9.69; and

 

   

If a Qualified Financing had not occurred prior to July 13, 2017, the holder of the notes payable had the option to convert the outstanding principal and interest into shares of Series A Preferred Stock at a per share price equal to $9.69.

 

The Company has concluded that the terms of certain conversion events represented contingent beneficial conversion features, which did not require accounting recognition until the conversion event occurred.

 

On March 27, 2017, the holders of the 2015 Convertible Notes Payable and the 2016 Convertible Notes Payable agreed to amend the definition of a Qualified Financing to the issuance or series of issuances of

 

F-16


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

6. Convertible Notes Payable  (Continued)

 

preferred stock with available gross proceeds to the Company of at least $2.0 million and to allow for the conversion of the Notes Payable at the lower of (a) the Per Share Price of the Shares issued in the Qualified Financing or (b) $9.69 per share upon a Qualified Financing. On May 25, 2017, the Company completed a Series B Preferred Stock issuance of $5.0 million, and as a result, the 2015 and 2016 Convertible Notes Payable converted into 2,611,058 shares of Series B Preferred Stock. Upon conversion, the Company recorded a non-cash debt conversion charge in the amount of $1.0 million, which is included in other expense in the accompanying statement of operations for the year ended December 31, 2017.

 

7. Series A and B Convertible Preferred Stock

 

Issuances

 

The Company completed the following closings with various investors:

 

   

On December 24, 2014, the Company issued 2,226,272 shares of Series A Convertible Preferred Stock (Series A Preferred Stock) at $1.37 per share, for net cash proceeds of approximately $2.8 million.

 

   

On February 12, 2015, the Company issued an aggregate of 2,715,065 shares of Series A Preferred Stock at $1.37 per share in exchange for net cash proceeds of approximately $3.5 million. Additionally, in connection with this issuance, convertible notes payable in the amount of $575,000 which included deferred interest, were automatically converted into 839,412 shares of Series A Preferred Stock.

 

   

On March 18, 2015, the Company issued an aggregate of 2,394,554 shares of Series A Preferred Stock at $1.37 per share in exchange for net cash proceeds of approximately $2.9 million.

 

   

On May 25, 2017, the Company issued 1,115,887 shares of Series B Preferred Stock at a per share price of $4.51 in exchange for gross proceeds of $5.0 million. In addition, 2,611,058 shares of Series B Preferred Stock were issued upon conversion of the 2015 and 2016 Convertible Notes Payable with principal and accrued interest of $10.7 million.

 

   

The Company issued an additional 520,034 shares of Series B Preferred Stock at a per share price of $4.51 in exchange for $2.4 million from July 2017 through December 2017.

 

Features

 

The relevant features of the Series A and B Preferred Stock are as follows:

 

Liquidation Rights

 

In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company (a “Deemed Liquidation Event”), each holder of a share of the Series A and B Preferred Stock shall be entitled to on a pari-passu basis receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock, an amount equal to the greater of (i) the original issue price, plus any declared but unpaid dividends or (ii) the amount payable had all shares of Series A Preferred Stock been converted to common stock prior to the Deemed Liquidation Event. Once the amounts due to the holders of Series A and B Preferred Stock have been satisfied, the remaining proceeds are available for the holders of common stock. The holders of the Series A and B Preferred Stock do not have the right to force a deemed liquidation event, however, they have certain protective rights that allow them to block a deemed liquidation event. In the event amounts are not sufficient to satisfy the amounts due to the holders of Series A Preferred Stock, each such holder will share ratably in the available proceeds in liquidation.

 

F-17


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

7. Series A and B Convertible Preferred Stock  (Continued)

 

Conversion

 

Each share of Series A and B Preferred Stock shall be convertible at the option of the holder, at any time after the date of issuance and without the payment of any additional consideration, into that number of fully paid and non-assessable shares of common stock as is determined by dividing the original issue price of $1.37 and $4.51 per share, respectively, by the conversion price in effect at the time of conversion, subject to certain anti-dilutive effects. At December 31, 2017, the Series A and B Preferred Stock conversion price was $3.23 and $10.63 per share, respectively.

 

All outstanding shares of Series A Preferred Stock are automatically convertible based upon either: (i) the written consent of holders of a majority of the Series A Preferred Stock outstanding at that time or (ii) the closing of a firm commitment, underwritten initial public offering, in which the aggregate proceeds to the Company are at least $30.0 million, and have an offering price to the public of at least $9.69 per share.

 

All outstanding shares of Series B Preferred Stock are automatically convertible at an effective conversion price of the lesser of (a) the then effective conversion price ($10.63 at date of issuance and at December 31, 2017) or (b) 85% of the initial public offering price in a firm commitment, underwritten initial public offering of the Company’s securities, in which the aggregate proceeds to the Company are at least $30.0 million, and the offering price to the public is at least $9.69 per share. The Company has concluded that to the extent the Series B preferred shares convert at 85% of the initial public offering price, the Company will record a deemed dividend based on the difference between value of the shares of common stock issued to the Series B preferred holders at the time of the initial public offering and the carrying amount of the Series B preferred stock. Based upon the minimum per share price of $9.69 required for conversion at IPO, the maximum amount of the deemed dividends could amount to is $3.8 million.

 

All outstanding shares of Series B Preferred Stock are also convertible by dividing the original issue price of $4.51 per share, by the then effective conversion price ($10.63 at date of issuance and at December 31, 2017) upon the written consent of holders of a majority of the Series A and B Preferred Stock outstanding.

 

Voting Rights

 

The holders of Series A and B Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote. Each holder of Series A Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which each share of Series A Preferred Stock is convertible at the time of such vote. At all times during which shares of Series A Preferred Stock remain outstanding, the holders of the outstanding shares of Series A Preferred Stock shall have the exclusive right, separately from the common stock, to elect one director of the Company.

 

Dividend Rights

 

The holders of Series A and B Preferred Stock shall be entitled to receive, when and if declared by the Board of Directors of the Company, dividends, payable either in cash, property or in shares of capital stock. The Company shall not declare any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the Series A and B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A and B Preferred Stock equal to any dividend paid on common stock based on the number of shares of common stock the Series A and B Preferred Stock, respectively, are convertible into at the date. Any declared and unpaid dividend shall be payable on liquidation.

 

F-18


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

7. Series A and B Convertible Preferred Stock  (Continued)

 

Redemption Rights

 

The holders of Series A and B Preferred Stock are not entitled to any redemption rights, other than those under their liquidation rights previously discussed under Liquidation Rights.

 

Protective Rights

 

The rights of the holders terminate on the first date following the Series A and B Preferred Stock original issue date on which there are issued and outstanding less than 1,094,891 shares of Series A Preferred Stock and shares of Series B Preferred Stock, respectively.

 

Reissuance

 

Shares of any series of Series A and B Preferred Stock that are converted will be retired or canceled and cannot be reissued by the Company.

 

8. Common Stock

 

Each share of common stock is entitled to one vote; there is no cumulative voting. The holders of shares of common stock are entitled to receive dividends, if and when declared by the board of directors. The voting, dividend, and liquidation rights of the holders of common stock are subject to, and qualified by, the rights, powers, and preferences of the holders of Series A Preferred Stock.

 

In 2013, the Company issued 4,243,582 shares of common stock in exchange for $1,000 to the Company’s founders.

 

In February 2015, the Company issued 30,975 shares of common stock in connection with the amendment to its licensing agreement with the licensor discussed in Note 13. The Company has recorded compensation expense in the amount of $38,000 based upon the fair value of the Company’s common stock on that date and included such amount in general and administrative expenses.

 

The Company has reserved shares of common stock for the conversion or exercise of the following securities:

 

     December 31
2017
     June 30
2018
 
            (unaudited)  

Conversion of Series A Preferred Stock

     3,469,207        3,469,207  

Conversion of Series B Preferred Stock

     1,802,204        1,802,204  

Exercise of warrants to purchase common stock

     202,536        202,536  

Exercise of options to purchase common stock

     1,137,477        1,652,503  
  

 

 

    

 

 

 

Total

     6,611,424        7,126,450  
  

 

 

    

 

 

 

 

9. Warrants to Purchase Common Stock

 

On April 2, 2015, the Company issued warrants to purchase 184,921 shares of common stock at an exercise price of $3.56 per share, which expire on April 2, 2020, and were outstanding at December 31, 2017 and June 30, 2018 (unaudited).

 

F-19


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

9. Warrants to Purchase Common Stock  (Continued)

 

In connection with the issuance of the Series B Convertible Preferred Stock the Company issued warrants to purchase 17,615 shares of common stock at an exercise price of $11.69 per share, which expire on May 24, 2025.

 

10. Stock-Based Compensation Plan

 

On April 11, 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan, as amended, permitted the grant of share options and shares to its employees for up to 163,377 shares of common stock. In June 2015, the Company’s board of directors approved an increase in the number of shares reserved for issuance under the 2014 Plan to 1,077,495 shares. During 2017, the Company increased the number of shares authorized under its 2014 plan by 1,315,511 shares from 1,077,495 shares to 2,393,006 shares. All option awards are granted with an exercise price equal to or greater than the market price of the Company’s common stock at the date of grant. Option and share awards generally vest over four years. The contractual term for all options is 10 years. Certain option and share awards provide for accelerated vesting of 50% of the then unvested options or shares if there is a change in control as defined in the 2014 Plan. At December 31, 2017 and June 30, 2018, the Company had 945,516 and 430,490 (unaudited) shares, respectively, available for the granting of options to purchase shares of common stock or the issuance of shares of restricted common stock.

 

Stock Options

 

The Company commenced granting options to purchase common stock in 2015. The following table summarizes the Company’s stock option activity for the year ended December 31, 2017 and the six months ended June 30, 2018:

 

     Shares     Weighted-
Average
Exercise
Price
     Weighted-
Average
Remaining
Contractual
Term (Years)
 

Outstanding at December 31, 2016

     790,807     $ 1.48        8.12  

Granted

     440,558     $ 1.86     

Exercised

     (4,243   $ 1.67     

Canceled

     (89,645   $ 1.84     
  

 

 

      

Outstanding at December 31, 2017

     1,137,477     $ 1.60        8.33  

Granted (unaudited)

     523,513       11.78     

Canceled (unaudited)

     (8,487     1.86     
  

 

 

      

Outstanding at June 30, 2018 (unaudited)

     1,652,503     $ 4.82        8.50  
  

 

 

      

Exercisable at December 31, 2017

     446,450     $ 1.44        7.38  
  

 

 

      

Exercisable at June 30, 2018 (unaudited)

     532,382     $ 1.43        6.89  
  

 

 

      

Unvested options at December 31, 2017

     691,027     $ 1.72        8.94  
  

 

 

      

Unvested at June 30, 2018 (unaudited)

     1,120,121     $ 6.45        9.26  
  

 

 

      

 

The aggregate intrinsic value of options exercised for the years ended December 31, 2016 and 2017 was $49,000 and $1,000 respectively and is the difference between the exercise price of the stock options and the fair value of the common stock for those stock options that had exercise prices lower than the fair value of the

 

F-20


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

10. Stock-Based Compensation Plan  (Continued)

 

common stock. There were no options exercised to purchase common stock during the six months ended June 30, 2018 (unaudited).

 

At December 31, 2017 and June 30, 2018, the Company had an aggregate of $2.8 million and $7.4 million (unaudited), respectively, of unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.8 years and 3.5 years (unaudited), respectively.

 

The assumptions that the Company used to determine the fair value of the stock options granted to employees and non-employees was as follows:

 

     Year End December 31
     2016   2017

Expected volatility

   60.0-72.0%   62.0-88.0%

Expected dividends

   0.00%   0.00%

Expected term

   6.25-10 years   6.25-10 years

Risk-free rate

   1.66%   1.35-2.33%

Fair value per share of common stock

   $1.74   $1.86-$11.78

 

The assumptions that the Company used to determine the fair value of the stock options granted to employees:

 

     Six Months
Ended
June 30
 
     2018  
     (unaudited)  

Expected volatility

     78.0%  

Expected dividends

     0.00%  

Expected term

     6.25 years  

Risk-free rate

     2.56%  

Fair value per share of common stock

     $14.00    

 

The weighted average grant-date fair value of stock options granted to employees and non-employees during the years ended December 31, 2016 and 2017 was $1.01 and $3.10 per share, respectively. The weighted average grant-date fair value of stock options granted to employees during the six months ended June 30, 2018 was $10.12 per share (unaudited). There were no options to purchase common stock granted during the six months ended June 30, 2017.

 

Restricted Stock

 

The Company has sold shares of restricted common stock, whose restrictions lapse according to the time-based vesting conditions of each award, which is generally over 48 months. The proceeds from the sale of the restricted stock was initially recorded as a liability, since upon termination of employment, the proceeds related to the unvested shares are returned to the employee. The Company reclassifies the liability from accrued expenses to additional paid-in capital as the time-based restriction lapse. Unvested shares of restricted stock may not be sold or transferred by the holder.

 

F-21


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

10. Stock-Based Compensation Plan  (Continued)

 

The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2017 and the six months ended June 30, 2018:

 

     Shares     Weighted-
Average
Grant Date
Fair Value
 

Unvested restricted stock at December 31, 2016

     95,084     $ 0.54  

Issued

     84,871       1.67  

Vested

     (99,389     0.73  
  

 

 

   

Unvested restricted stock at December 31, 2017

     80,566       1.49  

Vested (unaudited)

     (19,035     1.30  
  

 

 

   

Unvested restricted stock at June 30, 2018 (unaudited)

     61,531       1.55  
  

 

 

   

 

The Company granted 84,871 shares of restricted common stock in 2017 in exchange for a non-recourse note receivable in the amount of $142,000. The Company has concluded the note receivable is not substantive and therefore, has not recorded the note receivable in its balance sheet at December 31, 2017. The restrictions lapse under the award based on the achievement of certain performance criteria as well as time based restrictions, which lapse over 48 months. At December 31, 2017, 21,217 shares of that restricted common stock grant had vested. The Company recorded $154,000 of stock based compensation expense related to this award in 2017.

 

Certain of the restricted stock were sold to non-employees and therefore, the Company is required to re-measure the fair value of the equity instrument at each reporting period prior to vesting, and finally at the vesting date of the equity instruments. Because the restricted stock was issued for nominal value, the only assumption required to re-measure the fair value of the equity instrument was the fair value of the common stock, which was $1.74 per share in 2016, ranged between $1.86 and $11.78 per share in 2017 and was $14.00 (unaudited) per share for the six months ended June 30, 2018.

 

At December 31, 2017 and June 30, 2018, the Company had an aggregate of $0.4 million and $0.7 million (unaudited), respectively, of unrecognized stock-based compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 3.0 years and 2.5 years, respectively.

 

The Company recorded stock-based compensation expense related to all of its share-based awards to employees and non-employees in the following expense categories of its statement of operations:

 

     Year Ended
December 31
     Six Months Ended
June  30
 
     2016      2017      2017      2018  
     (in thousands)  
                   (unaudited)  

Research and development

   $ 236      $ 370      $ 129      $ 470  

General and administrative

     96        350        71        450  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 332      $ 720      $ 200      $ 920  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-22


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

11. Income Taxes

 

From its inception, the Company has not recorded any income tax benefits for the net operating losses incurred in each year, due to its uncertainty of realizing a benefit from those items. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:

 

     Year Ended
December 31
 
     2016     2017  

Federal statutory income tax rate

     (34.0 )%      (34.0 )% 

State taxes, net of federal benefit

     (3.9     (3.1

Permanent differences

     4.2       10.8  

Other

     (0.2     (1.4

Change in deferred income tax rate

           46.5  

Change in deferred tax asset valuation allowance

     33.9       (18.8
  

 

 

   

 

 

 

Effective income tax rate

        
  

 

 

   

 

 

 

 

The components of the Company’s deferred tax asset are as follows at December 31, 2016 and 2017:

 

     December 31  
     2016     2017  
     (in thousands)  

Deferred tax assets:

    

Capitalized costs, primarily research and development and start-up costs

   $ 3,710     $ 2,558  

Net operating loss carryforwards

     2,713       2,666  

Stock-based compensation

     162       217  

Research and development credits

     216       347  

Accrued expenses

     38       32  

Other

     7       4  
  

 

 

   

 

 

 
     6,846       5,824  

Valuation allowance

     (6,846     (5,824
  

 

 

   

 

 

 

Net deferred tax assets

   $ —     $ —  
  

 

 

   

 

 

 

 

As of December 31, 2017, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $10.3 million to offset future federal taxable income. As of December 31, 2017, the Company had state net operating loss carryforwards of approximately $9.1 million to offset future state taxable income. The NOLs begin to expire in 2032. The Company does not have any NOLs that are attributable to excess stock option deductions, which would be recorded as an increase in additional paid-in capital.

 

As of December 31, 2017, the Company also has federal and state tax research and development credit carryforwards of approximately $228,000 and $151,000, respectively, to offset future income taxes, which begin to expire in 2027.

 

NOLs and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code, which could limit the amount of tax attributes that can be

 

F-23


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

11. Income Taxes  (Continued)

 

utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not determined whether there has been any cumulative ownership changes or the impact on the utilization of the loss carryforwards if such changes have occurred.

 

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (“TCJA”) which resulted in significant taxes to the Internal Revenue Code of 1986, as amended. Changes under the new tax law include a reduction in the federal corporate tax rate from 35% down to 21%, limitations or eliminations to certain tax deductions, and usage of tax benefits in the future. The Company has reevaluated its assets and liabilities associated with such future tax benefits in the current year and recognized a decrease in its deferred tax asset $2,533,645. This reduction in the Deferred Tax Asset from the change in the Deferred Rate has been offset by a coinciding reduction in the associated valuation allowance, creating a $0 net impact.

 

The Company has recorded a valuation allowance against its deferred tax assets for the years ended December 31, 2016 and 2017, because the Company’s management believes that it is more likely than not that these assets will not be realized. The valuation allowance increased by approximately $2.6 million for the year ended December 31, 2016 primarily as a result of operating losses generated with no corresponding financial statement benefit. The valuation allowance decreased by approximately $1.0 million for the year ended December 31, 2017 due to the decrease in the corporate tax rate from 34% to 21%, which was enacted on December 22, 2017, partially offset by an increase in net operating losses.

 

The Company had no unrecognized tax benefits or related interest and penalties accrued for the period for the years ended December 31, 2016 and 2017. When necessary, the Company will recognize interest and penalties related to uncertain tax positions in income tax expense.

 

The Company is subject to U.S. federal income tax and Massachusetts and California state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for all periods from inception through December 31, 2017; currently, no federal or state income tax returns are under examination by the respective taxing authorities.

 

12. Commitments and Contingencies

 

Lease Commitments

 

The Company has an operating lease agreement for its office space, which commenced on December 29, 2014 and extends 39 months through April 15, 2018. The lease agreement includes three months of free rent and annual rent escalations throughout the term of the lease, which are being amortized over the term of the lease agreement. The lease requires the Company to pay certain operating costs. The Company amended its lease agreement in 2017 to extend through mid-January 2019. Rent expense was $108,000 and $103,000 for the years ended December 31, 2016 and 2017, respectively. Rent expense amounted to $51,000 (unaudited) and $47,000 (unaudited) for the six months ended June 30, 2017 and 2018, respectively.

 

F-24


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

12. Commitments and Contingencies  (Continued)

 

Future minimum lease payments as of December 31, 2017 are as follows (in thousands):

 

     Amount  

Year ending December 31:

  

2018

   $ 108  
  

 

 

 
   $ 108  
  

 

 

 

 

Related Party Licensing Agreements

 

On October 22, 2013, the Company entered into the following agreements:

 

   

The FB Health License Agreement, under which the Company sublicenses from FB Health certain rights licensed to FB Health under pre-existing agreements between Bellus Health, Inc. (“Bellus”) and Parteq Research and Development Innovations (“Parteq”) and between Bellus and Her Majesty the Queen in Right of Canada (“TPC”) related to the development and commercialization of certain licensed products (“Licensed Products”).

 

   

A letter agreement (the “Letter Agreement”) from FB Health to Bellus and the Company under which all parties acknowledge that FB Health has granted a sublicense of its rights under the Bellus Agreement to the Company in the form of the FB Health License Agreement and as contemplated by the Bellus License Agreement.

 

A minority shareholder in the Company is also the majority owner of FB Health.

 

The significant provisions of the FB Health License Agreement and the Letter Agreement are as follows:

 

FB Health License Agreement

 

In consideration for the grant of certain licenses mentioned above, the Company agreed to the following royalties and license payments:

 

   

A mid-single digit percentage royalty of net sales of licensed products on a country by country basis and of all licensing revenues to FB Health.

 

   

The Company is required to make regulatory approval milestone payments in the low to mid six digit dollar range per approval and low single digit percentage royalty payments on gross sales to Parteq and high single digit percentage payments on gross revenue to TPC up to a maximum of low eight digit payments.

 

The Company is obligated to use commercially reasonable efforts to develop at least one Licensed Product and, if it receives regulatory approval, to commercialize the Licensed Product. In addition, the Company is required to dose a patient with a Licensed Product in a clinical trial no later than October 2018.

 

When the Company entered into the FB Health License Agreement, the Company granted to FB Health an exclusive option to obtain the exclusive right to commercialize Licensed Products in Italy. If FB Health exercises the option, then the Company would enter into a separate agreement with FB Health in which the Company would grant to FB Health an exclusive, royalty-free, fully paid license to commercialize Licensed Products in

 

F-25


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

12. Commitments and Contingencies  (Continued)

 

Italy on terms that are set forth in the FB Health License Agreement plus additional, commercially reasonable terms that would be negotiated at the time of FB Health’s exercise of its option. The terms that are set forth in the FB Health License Agreement include an obligation for the Company to use commercially reasonable efforts to supply FB Health’s requirements for Licensed Products at a specified price and the right for FB Health to retain the revenues it receives from the sale of Licensed Products in Italy without paying any royalties or other amounts to the Company, except to reimburse the Company for specified portion of amounts paid if the Company obtains certain licenses to third-party intellectual property.

 

If the Company makes any inventions or discoveries during the term of the FB Health License Agreement that rely on or incorporate patents, data or know-how licensed to the Company by FB Health, then the Company is obligated to assign ownership of those inventions and discoveries, or improvements, to FB Health, which is in turn obligated to assign ownership of the improvements to Bellus. The improvements will automatically be included in the exclusive license granted by Bellus to FB Health under the Bellus Agreement and in the exclusive license granted by FB Health to the Company under the FB Health License Agreement. FB Health has the right to terminate the FB Health License Agreement upon the Company’s bankruptcy or if the Company has breached payment or any material obligations under the FB Health License Agreement and does not cure the breach within the specified period.

 

If the FB Health License Agreement is terminated for any reason, the licenses granted to the Company by FB Health will terminate and the Company will be obligated to assign to FB Health the Company’s regulatory approvals and other regulatory filings for licensed products and to transfer to FB Health all data in the Company’s possession relating to the licensed products or relating to the patents, data and know-how that were previously licensed to the Company.

 

The FB Health License Agreement is cancelable upon notice by the Company.

 

Letter Agreement

 

In addition to acknowledging the sublicense of the rights to the Company, the Letter Agreement includes the following provisions:

 

   

The Company shall make any payments owed by the Company to FB Health under the FB Health License Agreement directly to Bellus, as consideration for amounts owed by FB Health to Bellus under the Bellus License Agreement.

 

   

Upon the occurrence of Bellus’ insolvency, FB Health shall, upon the Company’s request, exercise its rights to the licenses granted under the Bellus License Agreement. In the event that FB Health fails to exercise such rights after the Company’s request, the Company has the right to exercise such rights on behalf of FB Health.

 

   

The Company has the opportunity (but not any obligation) to cure any breach by FB Health of the Bellus License Agreement prior to its termination on account of such breach, and we will have the right to obtain a direct license from Bellus if the Bellus Agreement is terminated under certain circumstances.

 

The Company made payments of $16,000 and $10,000 to FB Health for the years ended December 31, 2016 and 2017, respectively.

 

F-26


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

13. Net Loss per Common Share

 

Basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2016 and 2017 was calculated as follows:

 

     Year Ended December 31     Six Months Ended June 30  
     2016     2017     2017     2018  
                 (unaudited)  

Numerator (in thousands):

        

Net loss

   $ (7,697   $ (5,450   $ (3,386   $ (5,578
  

 

 

   

 

 

   

 

 

   

 

 

 

Denominator:

        

Weighted average common shares outstanding—basic and diluted

     4,583,868       4,716,678       4,683,757       4,771,124  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share—basic and diluted

   $ (1.68   $ (1.16   $ (0.72   $ (1.17
  

 

 

   

 

 

   

 

 

   

 

 

 

 

The Company’s potential dilutive securities, included in the table below, have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

 

The following potential common shares, presented based on amounts outstanding at December 31, 2016 and 2017, were excluded from the calculation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:

 

     Year Ended
December 31
     Six Months Ended
June 30
 
     2016      2017      2017      2018  
                   (unaudited)  

Series A preferred stock

     3,469,207        3,469,207        3,469,207        3,469,207  

Series B preferred stock

     —          1,802,204        1,581,527        1,802,204  

Convertible notes payable

     1,070,394        —          —          —    

Warrants to purchase common stock

     184,921        202,536        202,536        202,536  

Options to purchase common stock

     1,077,480        1,137,477        790,807        1,652,503  

Unvested common stock

     95,084        80,566        112,201        61,531  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     5,897,086        6,691,990        6,156,278        7,187,981  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-27


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

14. Pro Forma Net Loss per Common Share (unaudited)

 

Pro forma net loss per common share, basic and diluted, for the year ended December 31, 2017 and the six months ended June 30, 2018 is calculated as follows:

 

(in thousands)    Year Ended
December 31,
2017
    Six Months
Ended
June 30, 2018
 

Numerator:

    

Net loss

   $ (5,450   $ (5,578

Add: Interest expense

     353       —    

 Debt conversion charge

     1,045       —    
  

 

 

   

 

 

 

Pro forma net loss—basic and diluted

   $ (4,052   $ (5,578
  

 

 

   

 

 

 

Denominator:

    

Weighted average common shares outstanding—basic and diluted

     4,716,678       4,771,124  

Add: Conversion of Series A and B preferred stock

     5,271,431       5,271,431  
  

 

 

   

 

 

 

Pro forma weighted average common shares outstanding

     9,988,109       10,042,555  
  

 

 

   

 

 

 

Pro forma net loss per common share—basic and diluted

   $ (0.41   $ (0.56
  

 

 

   

 

 

 

 

15. Subsequent Events

 

In preparing the financial statements as of and for the year ended December 31, 2017, the Company has evaluated subsequent events for recognition and measurement purposes through February 26, 2018, the date the financial statements were originally issued, and has evaluated for disclosures and subsequent events occurring after such date through March 30, 2018, which is the date these financial statements were available for reissuance. The Company has concluded that no events or transactions have occurred that require disclosure in the accompanying financial statements other than the following:

 

On March 29, 2018, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of common stock from 43,000,000 to 50,000,000.

 

On March 29, 2018, the Company effected a one-for-2.3565 reverse split of the Company’s common stock and a proportional adjustment to the existing conversion ratios for each of the series of the Company’s preferred stock (see Note 7). All common share and per share information and related information included in the accompanying financial statements have been adjusted retroactively, where applicable, to reflect the reverse split and adjustment of the preferred stock conversion ratios.

 

On March 29, 2018, the Company’s stockholders approved the 2018 Incentive Award Plan (“2018 Plan”) which will become effective in connection with the effectiveness of the Company’s proposed initial public offering. The 2018 Plan provides for the granting of equity-based awards. Upon the effectiveness of the Company’s proposed initial public offering, 1,315,000 shares of common stock will become available for future issuance. The provisions of the 2018 Plan allow for periodic automatic increases for shares reserved under the 2018 Plan.

 

On March 29, 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (“2018 ESPP”) which will become effective upon the effectiveness of the Company’s proposed initial public offering. The 2018 ESPP initially provides for the issuance of up to 164,000 shares of common stock to employees. The provisions of the 2018 ESPP provide for automatic periodic increases for shares reserved under the 2018 ESPP.

 

F-28


Table of Contents

ALZHEON, INC.

 

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)

(Information as of June 30, 2018 and for the six months ended June 30, 2017 and 2018 is unaudited)

 

16. Subsequent Events (unaudited)

 

For its financial statements as of June 30, 2018, the Company evaluated subsequent events through August 24, 2018, the date on which those financial statements were issued. The Company has concluded that no events or transactions have occurred that require disclosure in the accompanying financial statements, other than the following:

 

From July 1, 2018 through August 22, 2018, the Company issued 375,248 shares of Series B Preferred Stock at $4.51 per share in exchange for gross and net proceeds of $1.7 million.

 

On August 21, 2018, the Company received $146,600, which represents principal and interest related to the note receivable from a shareholder for the sale of restricted shares of common stock discussed in Note 10.

 

F-29


Table of Contents

 

 

2,500,000 Shares

Common Stock

 

 

LOGO

 

 

PROSPECTUS

 

 

Joint Book-Running Managers

 

ThinkEquity   H.C. Wainwright & Co.
a division of Fordham Financial Management, Inc.  

Co-Manager

The Benchmark Company

Through and including                 , 2018 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the Nasdaq listing fee.

 

     Amount  

Securities and Exchange Commission registration fee

   $ 5,484  

FINRA filing fee

     30,000  

Initial Nasdaq Global Market listing fee

     125,000  

Accountants’ fees and expenses

     200,000  

Legal fees and expenses

     500,000  

Transfer Agent’s fees and expenses

     15,000  

Printing and engraving expenses

     250,000  

Non-accountable expenses to underwriters

     350,000  

Miscellaneous

     24,516  
  

 

 

 

Total expenses

   $ 1,500,000  
  

 

 

 

Item 14. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our restated certificate of incorporation provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our restated certificate of incorporation provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an

 

II-1


Table of Contents

action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our restated certificate of incorporation provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding shares of capital stock issued by us within the past three years. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

 

  (a)   Issuance of Capital Stock.

 

   

From December 30, 2014 through March 31, 2015, the registrant issued an aggregate of 7,335,891 shares of Series A Preferred Stock for aggregate consideration of $10 million to accredited investors, 839,412 shares of Series A Preferred Stock in converted promissory notes upon the cancellation of principal debt totaling $550,000 principal plus $24,997 accrued interest pursuant to Section 4(a)(2) of the Securities Act and Rule 506 as transactions not involving a public offering.

 

II-2


Table of Contents
   

From May 25, 2017 to August 22, 2018, the registrant issued an aggregate of 2,011,169 shares of Series B Preferred Stock for aggregate consideration of $9,070,372 and 2,611,058 shares of Series B Preferred Stock upon the conversion of convertible notes in satisfaction of debt totaling $10,000,000 in principal plus $700,000 in accrued interest to accredited investors pursuant to Section 4(a)(2) of the Securities Act and Rule 506 as transactions not involving a public offering.

 

  (b)   Common Stock.

 

   

Since January 1, 2015, the registrant issued 310,010 shares of common stock pursuant to issuances of restricted stock and stock options exercised by certain of its employees, consultants and directors in connection with services provided to the registrant by such parties pursuant to Section 4(a)(2) and Rule 701 of the Securities Act as transactions not involving a public offering.

 

  (c)   Warrants

 

   

On April 2, 2015, the registrant issued warrants to purchase an aggregate of 184,921 shares of common stock at an exercise price of $3.56 per share to accredited investors pursuant to Section 4(a)(2) and Rule 506 of the Securities Act as transactions not involving a public offering.

 

   

On August 17, 2017, the registrant issued warrants to purchase an aggregate of 16,896 shares of common stock at an exercise price of $11.69 per share to accredited investors pursuant to Section 4(a)(2) and Rule 506 of the Securities Act as transactions not involving a public offering.

 

   

On October 30, 2017, the registrant issued warrants to purchase an aggregate of 343 shares of common stock at an exercise price of $11.69 per share to accredited investors pursuant to Section 4(a)(2) and Rule 506 of the Securities Act as transactions not involving a public offering.

 

   

On December 14, 2017, the registrant issued warrants to purchase an aggregate of 376 shares of common stock at an exercise price of $11.69 per share to accredited investors pursuant to Section 4(a)(2) and Rule 506 of the Securities Act as transactions not involving a public offering

Item 16. Exhibits and Financial Statement Schedules.

 

  (a)   Exhibits.

 

Exhibit
  Number  

  

Description of Exhibit

1.1    Form of Underwriting Agreement
3.1*    Amended and Restated Certificate of Incorporation of the Registrant, as amended (currently in effect)
3.2*    Form of Restated Certificate of Incorporation of the Registrant, to be in effect upon completion of this offering
3.3*    Bylaws of the Registrant (currently in effect)
3.4*    Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering
4.1*    Form of stock certificate evidencing the shares of common stock
4.2*    Amended and Restated Stockholders Agreement, dated May 25, 2017, among the Registrant and certain of its stockholders
4.3*    Form of Warrant to purchase common stock of the Registrant issued to each of the investors named in Schedule A thereto
4.4*    Form of Warrant to purchase common stock of the Registrant issued to each of the investors named in Schedule A thereto
4.5    Form of Warrant to purchase common stock to be issued to the representatives upon the closing of this offering

 

II-3


Table of Contents

Exhibit
  Number  

  

Description of Exhibit

  5.1    Opinion of Latham & Watkins LLP
10.1*    Form of Indemnification Agreement between the Registrant and each of its directors and executive officers, to be entered into in connection with this offering
10.2*    2014 Equity Incentive Plan and form of agreement thereunder
10.3*    2018 Incentive Award Plan and forms of agreement thereunder
10.4*   

2018 Employee Stock Purchase Plan

10.5*   

Non-Employee Director Compensation Program

10.6*   

Employment Agreement between Martin Tolar, M.D., Ph.D. and the Registrant, dated March 20, 2018

10.7*   

Employment Agreement between John Hey,  Ph.D. and the Registrant, dated March 22, 2018

10.8*    Employment Agreement between Aidan C. Power and the Registrant, dated March 22, 2018
10.9*    Lease Agreement between 111 MPA LLC and the Registrant, dated December 29, 2014, as amended on November 14, 2017
10.10†    License Agreement between FB Health S.p.A. and the Registrant, dated October 22, 2013, as amended on February 27, 2015 and June 30, 2016
10.11†*    Side Letter among BHI Limited Partnership, FB Health S.p.A. and the Registrant, dated October 22, 2013
23.1    Consent of KPMG LLP
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on signature page)

 

*   Previously filed.
**   To be filed by amendment.
  Confidential treatment has been requested with respect to redacted portions of this exhibit. Redacted portions of this exhibit have been filed separately with the Securities and Exchange Commission.

 

  (b)   Financial Statement Schedules.

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-4


Table of Contents

The undersigned hereby undertakes that:

 

  (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-5


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Framingham, Commonwealth of Massachusetts, on this 28th day of September, 2018.

 

ALZHEON, INC.

By:

 

/s/ Martin Tolar

 

Name: Martin Tolar, M.D., Ph.D.

 

Title: President and Chief Executive Officer

 

II-6


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Martin Tolar

Martin Tolar, M.D., Ph.D.

  


President, Chief Executive Officer and Director (principal executive officer)

 


September 28, 2018

/s/ Kenneth A. Mace

Kenneth A. Mace II

  


Vice President of Finance (principal financial and accounting officer)

 


September 28, 2018

*

Jean-Pierre Garnier, Ph.D.

  


Chairman of the Board of Directors

 


September 28, 2018

*

Neil Flanzraich

  

Vice Chairman of the Board of Directors

 

September 28, 2018

*

Franz Hefti, Ph.D.

  


Director

 


September 28, 2018

*

Dennis H. Langer. M.D.

  


Director

 


September 28, 2018

*

Scott Minick

  


Director

 


September 28, 2018

*

David P. Nikodem, Ph.D.

  


Director

 


September 28, 2018

 

*By:   

/s/ Martin Tolar

 
   Attorney-in-fact  

 

II-7

EX-1.1 2 d600976dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

Alzheon, Inc.

[•] Shares

Common Stock

($0.001 par value)

Underwriting Agreement

New York, New York

[•], 2018

ThinkEquity, a division of Fordham Financial Management, Inc.

H.C. Wainwright & Co., LLC

                As Representatives of the several Underwriters

c/o ThinkEquity, a division of Fordham Financial Management, Inc.

17 State Street, 22nd Floor

New York, NY 10004

c/o H.C. Wainwright & Co., LLC

430 Park Avenue, 3rd Floor

New York, NY 10022

Ladies and Gentlemen:

Alzheon, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) and H.C. Wainwright & Co., LLC are acting as representatives (collectively, the “Representatives”), [•] shares of common stock, $0.001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). [The Issuer also proposes to issue to the Representatives (and/or their designees) on the Closing Date (as defined herein) warrants (collectively, the “Representatives’ Warrants”), evidenced by the warrant agreement in the form attached hereto as Exhibit A (the “Representatives’ Warrant Agreement”), exercisable, subject to the terms and conditions hereof, for the purchase of up to an aggregate of [•] shares of Common Stock (the “Representatives’ Warrant Shares”), representing 2% of the Underwritten Securities, for an aggregate purchase price of $[100.00]. The Representatives’ Warrants and the Representatives’ Warrant Shares are hereinafter referred to together as the “Representatives’ Securities.”]1 This Agreement, including all exhibits attached hereto, is referred to as the “Underwriting Agreement” or the “Agreement.”

 

1 

NTD: Include only if the net proceeds from the offering to the Issuer are at least $35 million.


To the extent there are no additional Underwriters listed on Schedule I other than you, the term Underwriters as used herein shall mean you, as Underwriter. The offering and sale of the Securities and the Representatives’ Securities contemplated by this Agreement is referred to herein as the “Offering.”

1. Representations and Warranties. The Issuer represents and warrants to, and agrees with, each Underwriter as set forth below:

(a) The Issuer has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement (file number 333-227057) on Form S-1 including exhibits and financial statements and any prospectus supplement relating to the Securities and the Representatives’ Securities that is filed with the SEC pursuant to Rule 424(b) under the Securities Act and deemed part of such registration statement pursuant to Rule 430A under the Securities Act, as amended at the Execution Time and, in the event any post-effective amendment thereto or any registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act (as defined herein) relating to the Offering (the “Rule 462(b) Registration Statement”) becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be (the “Registration Statement”), including a related preliminary prospectus, for registration under the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) of the Offering. Such Registration Statement, including any amendments thereto filed prior to the date and time that this agreement (the “Underwriting Agreement”) is executed and delivered by the parties hereto (the “Execution Time”), has become effective. The Issuer may have filed one or more amendments thereto, including a related preliminary prospectus relating to the Securities and the Representatives’ Securities which is used prior to the filing of the Prospectus (the “Preliminary Prospectus”), each of which has previously been furnished to you. The Issuer will file with the SEC a final prospectus relating to the Securities and the Representatives’ Securities in accordance with Rule 424(b) after the Execution Time (the “Prospectus”). As filed, such Prospectus shall contain all information required by the Securities Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Issuer has advised you, prior to the Execution Time, will be included or made therein;

(b) On each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective (the “Effective Date”), the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) under the Securities Act

 

2


and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8 hereof;

(c) The “Disclosure Package” shall mean (i) the Preliminary Prospectus that is generally distributed to investors and used to offer the Securities, (ii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (the “Issuer Free Writing Prospectuses”), if any, identified in Schedule II hereto and (iii) any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. The (i) Disclosure Package, (ii) each electronic road show, when taken together as a whole with the Disclosure Package and (iii) any individual Written Testing-the-Waters Communication (as defined below), when taken together as a whole with the Disclosure Package and the price to the public, the number of Underwritten Securities and the number of Option Securities to be included on the cover page of the Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof;

(d) (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Issuer was not and is not an ineligible issuer, as defined in Rule 405 under the Securities Act (an “Ineligible Issuer”), without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Issuer be considered an Ineligible Issuer;

 

3


(e) From the time of initial confidential submission of the Registration Statement to the SEC (or, if earlier, the first date on which the Issuer engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the Execution Time, the Issuer has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act;

(f) The Issuer (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Issuer has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act;

(g) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof;

(h) The Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification;

(i) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Preliminary Prospectus contains in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Preliminary Prospectus and the Prospectus under the headings “Material U.S. Federal Income Tax Matters,” “Risk Factors – Risks Related to Healthcare Laws and Other Legal Compliance Matters,” “Risk

 

4


Factors – Risks Related to Our Intellectual Property,” “Business – Intellectual Property” and “Business – Government Regulation” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings;

(j) This Underwriting Agreement and the Representatives’ Warrant Agreement have been duly authorized, executed and delivered by the Issuer;

(k) The Issuer is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended;

(l) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and the Representatives’ Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the Prospectus;

(m) Neither the issue and sale of the Securities and the Representatives’ Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer pursuant to (i) the charter or by-laws of the Issuer, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Issuer is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Issuer of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its properties;

(n) No holders of securities of the Issuer have rights to the registration of such securities under the Registration Statement except for such as have been effectively waived;

(o) The historical financial statements and schedules of the Issuer included in the Preliminary Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The selected financial data set forth under the caption “Selected Financial Information” in the Preliminary Prospectus, the Prospectus and Registration Statement fairly present in all material respects, on the basis stated in the Preliminary Prospectus, the Prospectus and the Registration Statement, the information included therein;

 

5


(p) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or its property is pending or, to the best knowledge of the Issuer, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Underwriting Agreement, the Representatives’ Warrant Agreement or the consummation of any of the transactions contemplated hereby or thereby (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Issuer, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), except as set forth in or contemplated in the Disclosure Package and the Prospectus;

(q) The Issuer owns or leases all such properties as are necessary to the conduct of its operations as presently conducted;

(r) The Issuer is not in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its properties, except as, in the case of clauses (ii) and (iii) a violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(s) KPMG LLP, who has certified certain financial statements of the Issuer and delivered its report with respect to the audited financial statements and schedules included in the Disclosure Package and the Prospectus, are independent public accountants with respect to the Issuer within the meaning of the Securities Act and the applicable published rules and regulations thereunder;

(t) There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Underwriting Agreement, the Representatives’ Warrant Agreement or the issuance by the Issuer or sale by the Issuer of the Securities or the Representatives’ Securities;

(u) The Issuer has filed all tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

6


(v) No labor problem or dispute with the employees of the Issuer exists or is threatened or, to the Issuer’s knowledge, imminent, and the Issuer is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, contractors or customers, that would reasonably be expected to have a Material Adverse Effect;

(w) The Issuer is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance insuring the Issuer or its businesses, assets, employees, officers and directors are in full force and effect; the Issuer is in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Issuer under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Issuer has not been refused any insurance coverage sought or applied for; and the Issuer has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect;

(x) The Issuer possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct its business, and the Issuer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect;

(y) The Issuer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Issuer’s internal controls over financial reporting are effective and the Issuer is not aware of any material weakness in its internal controls over financial reporting;

(z) The Issuer has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of the Securities and the Representatives’ Warrant Shares;

(aa) The Issuer is (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (iii) have not received notice of any actual or potential liability under any

 

7


environmental law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in the Disclosure Package and the Prospectus, the Issuer has not been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended;

(bb) None of the following events has occurred or, to the Issuer’s knowledge, exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan, determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by the Issuer that could reasonably be expected to have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Issuer that could reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or, to the Issuer’s knowledge, is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Issuer compared to the amount of such contributions made in the most recently completed fiscal year of the Issuer; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Issuer compared to the amount of such obligations in the most recently completed fiscal year of the Issuer; (iii) any event or condition giving rise to a liability under Title IV of ERISA that could reasonably be expected to have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Issuer related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Issuer may have any liability;

(cc) There is and has been no failure on the part of the Issuer and, to the Issuer’s knowledge, any of the Issuer’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 relating to loans;

(dd) The Issuer is not nor, to the knowledge of the Issuer, is any director, officer, agent, employee, affiliate or other person acting on behalf of the Issuer aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Issuer has instituted and maintains policies and procedures to ensure compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder;

 

8


(ee) The operations of the Issuer are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuer, threatened;

(ff) Neither the Issuer nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer (i) is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise);

(gg) The Issuer has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Issuer have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country;

(hh) Except as described in the Registration Statement, the Disclosure Package and the Prospectus, as applicable, the Issuer (i) is in compliance with all statutes, rules and regulations, to the extent applicable to the operations of the Issuer, relating to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Issuer including, without limitation the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §301 et seq.), the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)), the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and the regulations promulgated

 

9


thereunder, and any successor government programs and comparable state laws (collectively, the “Applicable Laws”), except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) has not received any written notice from any court or arbitrator or governmental or regulatory authority or third party alleging or asserting noncompliance with any Applicable Laws or any licenses, exemptions, certificates, approvals, clearances, authorizations, permits, registrations and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”), except in each case as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) possesses all Authorizations and such Authorizations are valid and in full force and effect and is not in violation in any material respect of any term of any such Authorizations; (iv) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations nor, to the knowledge of the Issuer, is any such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action threatened, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect; (v) has not received any written notice that any court or arbitrator or governmental or regulatory authority has taken, is taking or intends to take, action to limit, suspend, materially modify or revoke any Authorizations nor is any such limitation, suspension, modification or revocation threatened, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect; (vi) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations, except where the failure to do so would not reasonably be expected to have a Material Adverse effect, and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and accurate in all material respects on the date filed (or were corrected or supplemented by a subsequent submission); and (vii) is not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority;

(ii) The preclinical studies and clinical trials conducted by or on behalf of or sponsored by the Issuer, or in which the Issuer has participated, that are described in the Registration Statement, the Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement, the Disclosure Package and the Prospectus, as applicable, and are intended to be submitted to Regulatory Authorities, were and, if still pending, are being conducted in accordance with all applicable statutes, rules and regulations of the United States Food and Drug Administration (“FDA”) and comparable drug regulatory agencies outside of the United States to which it is subject (collectively, the “Regulatory Authorities”), including, without limitation, 21 C.F.R. Parts 50, 54, 56, 58, and 312; the descriptions in the Registration Statement, the Disclosure Package or the Prospectus of the results of such studies and trials are accurate and complete in all material respects and fairly present the data derived from such studies and trials; the Issuer has no knowledge of any other studies or trials the results of which are inconsistent with or otherwise call into question the results described or referred to in the Registration Statement, Disclosure Package and the Prospectus; except to the extent disclosed in the

 

10


Registration Statement, the Disclosure Package and the Prospectus, no investigational new drug application or investigational device exemption or comparable submission filed by or on behalf of the Issuer with the FDA or other Regulatory Authority has been terminated or suspended by any Regulatory Authority, and no Regulatory Authority has commenced, or, to the knowledge of the Issuer, threatened to initiate, any action to place a clinical hold order on, or otherwise terminate, delay or suspend, any proposed or ongoing clinical investigation conducted or proposed to be conducted by or on behalf of the Issuer;

(jj) The Issuer owns, possesses, licenses or has other rights to use, on reasonable terms, all trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property, and to Issuer’s knowledge, all patents and patent applications (collectively, the “Intellectual Property”) necessary for the conduct of the Issuer’s business as now conducted or as proposed in the Disclosure Package and Prospectus to be conducted, except in each case where the failure to own, possess, license, or have such other rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in the Disclosure Package and the Prospectus under the caption “Business — Intellectual Property,” (a) to Issuer’s knowledge, there are no rights of third parties to any such Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Disclosure Package and the Prospectus as licensed to the Issuer or that would, individually or in the aggregate have a Material Adverse Effect; (b) to the Issuer’s knowledge, there is no material infringement by third parties of any such Intellectual Property; (c) there is no pending or, to the Issuer’s knowledge, threatened action, suit, proceeding or claim by others challenging the Issuer’s rights in or to any such Intellectual Property, and the Issuer is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or, to the Issuer’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Issuer is unaware of any facts which would form a reasonable basis for any such claim; (e) there is no pending or, to the Issuer’s knowledge, threatened action, suit, proceeding or claim by others that the Issuer infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Issuer is unaware of any other fact which would form a reasonable basis for any such claim; (f) there is no pending or, to the Issuer’s knowledge, threatened action, suit, proceeding or claim asserting that the Issuer infringes, or would, upon the commercialization of any product or product candidate described in the Disclosure Package and the Prospectus as under development, infringe any issued third-party U.S. patent; and (g) there is no prior art of which the Issuer is aware that may render any U.S. patent described in the Disclosure Package and the Prospectus as being owned by the Issuer invalid or any U.S. patent application described in the Disclosure Package and the Prospectus as being owned by the Issuer un-patentable which, in each case, has not been disclosed to the U.S. Patent and Trademark Office;

(kk) The statements contained in the Preliminary Prospectus and the Prospectus under the captions “Risk Factors — Risks Related to Our Intellectual Property” and “Business — Intellectual Property,” insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings;

 

11


(ll) All the outstanding shares of capital stock of the Issuer have been duly and validly authorized and issued and are fully paid and non-assessable, and, the Securities and Representatives’ Securities, have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and non-assessable.

(mm) All information contained in the questionnaire (the “Questionnaires”) provided by the Representatives regarding certain matters related to the Financial Industry Regulatory Authority, Inc. (“FINRA”) and completed by the Issuer, its officers, directors and affiliates thereof and provided to the Representatives, is true and correct and the Issuer has not become aware of any information that would cause the information disclosed in such Questionnaires completed to become inaccurate and incorrect. Except as disclosed in the FINRA questionnaires provided to the Representatives, to the Issuer’s knowledge: (i) no officer, director, or beneficial owner of any class of the Issuer’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Member (as defined below) or a person associated or affiliated with a Member and (ii) no Company Affiliate is an owner of stock or other securities of any Member (other than securities purchased on the open market). Except as described in the Registration Statement, the Disclosure Package and the Prospectus: (i) there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the Issuer, or any officer, director or director nominee of the Issuer with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Issuer, or any such officer, director or director nominee, or their respective affiliates, that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory Authority (“FINRA”); (ii) the Issuer has not made any direct or indirect payments (in cash, securities or any other “item of value” as defined in Rule 5110(c)(3) of FINRA’s Conduct Rules): (x) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Issuer or introducing to the Issuer persons who raised or provided capital to the Issuer; (y) to any person that, to the Issuer’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”); or (z) to any person or entity that, to the Issuer’s knowledge, has any direct or indirect affiliation or association with any Member, within the twelve months prior to the Effective Date, other than payments to the Underwriters pursuant to this Agreement; (iii) no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Issuer and (iv) no proceeds from the sale of the Securities (excluding underwriting compensation as disclosed in the Registration Statement, Disclosure Package and the Prospectus) will be paid by the Issuer to any Member, or any persons associated or affiliated with a Member.

(nn) The Issuer is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of its information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases and the protection of all personal, personally identifiable, sensitive, confidential or regulated data from unauthorized use, access, misappropriation or modification;

 

12


(oo) Any certificate signed by any officer of the Issuer and delivered to the Representatives or counsel for the Underwriters in connection with the Offering, shall be deemed a representation and warranty by the Issuer, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale.

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, at a purchase price of $[•] per share, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; and

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to [•] Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Underwritten Securities but not payable on the Option Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Issuer setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer hereby agrees that it shall issue and sell to the Representatives (and/or their designees) on the Closing Date (as defined herein) the Representatives’ Warrant for the purchase of an aggregate of [•] shares of Common Stock, representing 2% of the Underwritten Securities, for an aggregate purchase price of $[100.00]. The Representatives’ Warrant Agreement shall provide that the Representatives’ Warrant shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date (as defined herein) and expiring on the three-year anniversary of the Effective Date, at an initial exercise price per share of Common Stock of $[•], which is equal to 130% of the initial public offering price of the Underwritten Securities. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110(g) against transferring the Representatives’ Securities during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge

 

13


or hypothecate the Representatives’ Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representatives’ Securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer (or to any other person permitted under FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

3. Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day immediately preceding the Closing Date), shall be made at 10:00 AM, Eastern Standard Time, on [•], 2018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of and payment for the Representatives’ Warrants shall be made on the Closing Date and the Representatives’ Warrants shall be issued in the name or names of the Representatives or their designees and in such authorized denominations as the Representatives may request. For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to an account specified by the Issuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. On the Closing Date, the Issuer shall have delivered to the Representatives executed copies of the Representatives’ Warrant Agreement.

If the option provided for in Section 2(b) hereof is exercised after the second Business Day immediately preceding the Closing Date, the Issuer will deliver the Option Securities (at the expense of the Issuer) to the Representatives, at 666 3rd Ave, New York, NY 10017, on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to an account specified by the Issuer. If settlement for the Option Securities occurs after the Closing Date, the Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

 

14


5. Agreements. The Issuer agrees with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Issuer will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Issuer will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the SEC pursuant to the applicable paragraph of Rule 424(b) under the Securities Act within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Issuer will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the SEC, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable;

(b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) under the Securities Act, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Issuer will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request;

(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then

 

15


prevailing not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or the rules thereunder, the Issuer promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request;

(d) As soon as practicable, the Issuer will make generally available to its security holders and to the Representatives an earnings statement or statements of the Issuer which will satisfy the provisions of Section 11(a) of Rule 158 under the Securities Act;

(e) The Issuer will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Issuer will pay the expenses of printing or other production of all documents relating to the offering;

(f) The Issuer will arrange, if necessary, for the qualification of the Securities and Representatives’ Warrant Shares for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities and Representatives’ Warrant Shares; provided that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities or Representatives’ Warrant Shares, in any jurisdiction where it is not now so subject.

(g) The Issuer will not, without the prior written consent of ThinkEquity offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Issuer or any affiliate of the Issuer or any person in privity with the Issuer or any affiliate of the Issuer) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement, provided, however, that the Issuer may (i) effect the transactions contemplated by this Underwriting Agreement, (ii) issue Common Stock or other awards, or issue Common

 

16


Stock or other securities of the Issuer upon the exercise or vesting of awards, pursuant to any employee incentive award plan described in the Registration Statement, Disclosure Package or Prospectus; provided, that, the recipients thereof provide ThinkEquity with a signed lock-up agreement substantially in the form of Exhibit B hereto (the “Lock-Up Agreement”); (iii) issue shares of Common Stock upon the conversion or exercise of convertible securities or warrants described in the Registration Statement, the Disclosure Package or the Prospectus, (iv) file a registration statement on Form S-8 to register shares of Common Stock issuable pursuant to any employee incentive award plan described in the Registration Statement, Disclosure Package or Prospectus and (v) issue shares of Common Stock in connection with any joint venture, commercial or collaborative relationship, or the acquisition or license by the Issuer of the securities, businesses, property or other assets of another person or entity, or pursuant to any employee benefit plan as assumed by the Issuer in connection with any such acquisition; provided, however, that (A) such shares of Common Stock shall not in the aggregate exceed 5% of the Issuer’s outstanding shares of Common Stock immediately following the consummation of the offering of the Securities contemplated by this Underwriting Agreement and (B) the recipients thereof provide ThinkEquity a signed Lock-Up Agreement.

(h) If ThinkEquity, in its sole discretion, agrees to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Issuer and provides the Issuer with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Issuer agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two Business Days before the effective date of the release or waiver;

(i) The Issuer will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of the Securities and the Representatives’ Securities;

(j) The Issuer agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) all filing fees and expenses associated with the review of the Offering by FINRA; (iii) all fees and expenses relating to the listing of the Securities on the Nasdaq Global Market, or the Nasdaq Global Select Market, including any fees charged by The Depository Trust Company for new securities; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel (up to a maximum of $5,000)); (v) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities and

 

17


the Representatives’ Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Underwriting Agreement, the Representatives’ Warrant Agreement, any “blue sky” surveys and, if appropriate, any agreement among the Underwriters, selected dealers’ agreement, Underwriters’ questionnaire and power of attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many Preliminary Prospectuses and Prospectuses as the Representatives may reasonably deem necessary; (vii) fees and expenses of the transfer agent for the Common Stock; (vii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Issuer to the Representatives; (ix) the fees and expenses of the Issuer’s accountants; (x) the fees and expenses of the Issuer’s legal counsel and other agents and representatives and (xi) the reasonable out-of-pocket expenses for one attendee from the Underwriters to attend road show meetings with potential investors and group lunches arranged by the Underwriters that are approved in advance by the Company (such approval not to be unreasonably withheld), for up to a maximum of $25,000.

(k) The Issuer agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Issuer that, unless it has or shall have obtained, as the case may be, the prior written consent of the Issuer, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Issuer with the SEC or retained by the Issuer under Rule 433 under the Securities Act. Any such free writing prospectus consented to by the Representatives or the Issuer is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping;

(l) The Issuer will notify promptly the Representatives if the Issuer ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the Securities Act and (b) completion of the 180-day restricted period referred to in Section 5(g) hereof; and

(m) If at any time following the distribution of any Written Testing-the-Waters Communication, any event occurs as a result of which such Written Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Issuer will (i) notify promptly the Representatives so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement the Written Testing-the-Waters Communication to correct such statement or omission; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.

 

18


(n) The Issuer further agrees that, in addition to the expenses payable pursuant to Section 5(j), on the Closing Date it shall pay to the Representatives, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Issuer from the sale of the Underwritten Securities.

(o) The Issuer hereby grants ThinkEquity, and ThinkEquity shall have, an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months after the Effective Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at ThinkEquity’s sole discretion, for each and every future public or private equity or debt offering, including all equity-linked financings (each, a “Subject Transaction”), during such twelve (12) month period, of the Issuer, or any successor to or subsidiary of the Issuer, on terms and conditions customary for such Subject Transaction, in each case, reasonably satisfactory to ThinkEquity. For the avoidance of any doubt, the Issuer shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of ThinkEquity, not to be unreasonably withheld. ThinkEquity shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the economic terms of any such participation. The Company shall notify ThinkEquity of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to ThinkEquity. If ThinkEquity fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then it shall have no further claim or right with respect to the Subject Transaction. ThinkEquity may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by ThinkEquity shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. If ThinkEquity does not elect to exercise the Right of First Refusal and the material terms of the Subject Transaction are subsequently materially modified as to scope and nature, then the Company will resubmit the proposed modified terms of the Subject Transaction in writing to ThinkEquity, and ThinkEquity shall have ten (10) Business Days after receipt of such written notice to advise the Company of its election to participate in the proposed transaction. ThinkEquity’s Right of First Refusal shall terminate immediately upon the earlier of (i) the individuals listed on Schedule IV hereto no longer serving in their respective positions, as listed on Schedule IV, or (ii) the individuals listed on Schedule IV no longer actively working on behalf of ThinkEquity on matters related to the Issuer.2

 

2 

NTD: Include only if the final pre-money valuation is at least $140 million and the net proceeds from the offering to the Issuer are at least $35 million.

 

19


6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Issuer contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Issuer made in any certificates pursuant to the provisions hereof, to the performance by the Issuer of its obligations hereunder and to the following additional conditions:

(a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b) under the Securities Act; any material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened;

(b) The Issuer shall have requested and caused Latham & Watkins LLP, counsel for the Issuer, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives.

(c) The Issuer shall have requested and caused Cooley LLP, intellectual property counsel for the Issuer, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives.

(d) The Representatives shall have received from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Issuer shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters;

(e) The Issuer shall have furnished to the Representatives a certificate of the Issuer, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Issuer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectus and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Securities and this Underwriting Agreement and that:

(i) the representations and warranties of the Issuer in this Underwriting Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

 

20


(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Issuer’s knowledge, threatened; and

(iii) since the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Issuer, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(f) The Issuer shall have requested and caused KPMG LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement, the Disclosure Package, and each free writing prospectus, if any.

(g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Issuer, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto) the effect of which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(h) Prior to the Closing Date, the Issuer shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(i) The Common Stock shall have been listed and admitted and authorized for trading on the Nasdaq Global Market, and satisfactory evidence of such actions shall have been provided to the Representatives.

 

21


(j) At the Execution Time, the Issuer shall have furnished to ThinkEquity a Lock-Up Agreement from each officer and director of the Issuer and substantially all of the stockholders and option holders of the Issuer, addressed to the Representatives.

(k) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.

(l) On the Closing Date, the Issuer shall have delivered to the Representatives (and/or its designees) executed copies of the Representatives’ Warrant Agreement.

(m) [At the Execution Time, the Closing Date and any settlement date as the case may be, the Issuer shall have furnished to the Representatives a certificate, dated such date, of its the principal financial or accounting officer, in form and substance reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated by this Agreement.]

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Underwriting Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Underwriting Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Underwriting Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Issuer in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, at 666 3rd Ave, New York, NY 10017, on the Closing Date.

7. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Issuer will reimburse the Underwriters severally through the Representatives, on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution.

(a) The Issuer agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise,

 

22


insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, or the Prospectus, any Issuer Free Writing Prospectus, or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, with respect to the Registration Statement, not misleading or, with respect to the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer shall not be obligated to pay the fees and expenses of more than one counsel chosen by the Underwriter (other than local counsel); and, provided, further, the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Issuer may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Issuer, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Issuer within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Issuer by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Issuer acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and under the heading “Underwriting” (ii) the list of Underwriters and their respective participation in the sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such

 

23


failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of the indemnified parties (not to be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuer and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Issuer and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuer and the Underwriters severally shall contribute in such proportion as is

 

24


appropriate to reflect not only such relative benefits but also the relative fault of the Issuer on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuer on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Issuer and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer within the meaning of either the Securities Act or the Exchange Act, each officer of the Issuer who shall have signed the Registration Statement and each director of the Issuer shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any non-defaulting Underwriter or the Issuer. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for

 

25


such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and any non-defaulting Underwriter for damages occasioned by its default hereunder.

10. Termination. This Underwriting Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuer prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Issuer’s Common Stock shall have been suspended by the SEC, the Nasdaq Global Market or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Preliminary Prospectus or the Prospectus (exclusive of any supplement thereto).

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuer or its officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Issuer or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, Attention: Eric Lord, Fax No. (212) 349-2550 and H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, Attention: Head of Investment Banking or, if sent to Alzheon, Inc., will be mailed, delivered or telefaxed to 111 Speen St. #306, Framingham, MA 01701, Attention: Chief Executive Officer.

13. Successors. This Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

14. Jurisdiction. The Issuer agrees that any suit, action or proceeding against the Issuer brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby may be instituted in any

 

26


State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer hereby appoints Martin Tolar, M.D. Ph.D., Alzheon, Inc., 111 Speen St. #306, Framingham, MA 01701, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the foregoing, any action arising out of or based upon this Underwriting Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in Massachusetts.

15. No Fiduciary Duty. The Issuer hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Underwriting Agreement is an arm’s-length commercial transaction between the Issuer, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuer and (c) the Issuer’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Issuer agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Issuer on related or other matters). The Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer, in connection with such transaction or the process leading thereto.

16. Integration. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Underwriters, or any of them, with respect to the subject matter hereof.

17. Applicable Law. This Underwriting Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

18. Waiver of Jury Trial. The Issuer hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

 

27


19. Counterparts. This Underwriting Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

20. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

 

28


If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Issuer and the several Underwriters.

 

Very truly yours,

 

Alzheon, Inc.

By:  

 

Name:

Title:

 

 

29


The foregoing Underwriting Agreement is hereby

confirmed and accepted as of the

date first above written.

ThinkEquity, a division of Fordham Financial Management, Inc.

 

By:  

    

Name:

Title:

H.C. Wainwright & Co., LLC
By:  

    

Name:

Title:

For themselves and the other

several Underwriters named in

Schedule I to the foregoing

Underwriting Agreement.

 

30


SCHEDULE I

 

Underwriters

   Number of Underwritten Securities
to be Purchased
 

ThinkEquity, a division of Fordham Financial Management, Inc.

  

H.C. Wainwright & Co., LLC

  

The Benchmark Company, LLC

  
  

 

 

 

Total

  
  

 

 

 


SCHEDULE II

[None]

 

2


SCHEDULE III

 

3


SCHEDULE IV

 

Name

  

Title/Position

Ramnarain Jaigobind

   Chief Executive Officer, ThinkEquity, a division of Fordham Financial, Inc.

Eric Lord

   Head of Investment Banking, ThinkEquity, a division of Fordham Financial, Inc.

Dr. David Sans

   Managing Director, Healthcare Investment Banking, ThinkEquity, a division of Fordham Financial, Inc.

 

4


EXHIBIT A

[Representatives’ Warrant Agreement]


EXHIBIT B

Form of Lock-up Agreement

Alzheon, Inc.

Public Offering of Common Stock

________________, 2018

ThinkEquity

A division of Fordham Financial Management, Inc.

17 State Street, 22nd Floor

New York, NY 10004

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between Alzheon, Inc., a Delaware corporation (the “Issuer”), and you as representative of the group of underwriters named therein (the “Representative”), relating to an underwritten public offering of Common Stock, $0.001 par value per share (the “Common Stock”), of the Issuer (the “Offering”).

In order to induce you to enter into the Underwriting Agreement as the Representative, the undersigned will not, without your prior written consent, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or the undersigned’s controlled affiliates), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Issuer or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof through 180 days after the date of the Underwriting Agreement (the “Lock-up Period”), other than:

 

  (i)

as a bona fide gift or gifts for bona fide estate planning purposes;

 

  (ii)

to any Immediate Family Member (as defined below) of the undersigned or any trust or other legal entity for the direct or indirect benefit of the undersigned or one or more Immediate Family Members of the undersigned;

 

  (iii)

transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, trustee or Immediate Family Member of the undersigned;


  (iv)

to a charitable organization or educational institution;

 

  (v)

to cover the payment of taxes due upon or consideration required in connection with the vesting, conversion or exercise of securities issued under an equity incentive plan or stock purchase plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement), including the withholding of shares by, or surrender of shares to, the Company or pursuant to a “net” or “cashless” exercise or settlement feature, provided that if the undersigned is required to make a filing under the Exchange Act, such filing shall include a footnote describing the purpose of the transaction;

 

  (vi)

transactions relating to shares of Common Stock or other securities acquired in the Offering or in open market transactions after the completion of the Offering;

 

  (vii)

transfers of Common Stock or securities convertible into or exchangeable for Common Stock to any affiliate (as such term is defined in Rule 405 of the Securities Act of 1933, as amended), limited partners, general partners, limited liability company members or stockholders of the undersigned, or if the undersigned is a corporation to any wholly owned subsidiary of such corporation;

 

  (viii)

as part of a distribution, transfer or disposition by the undersigned to its limited or general partners, members, stockholders, beneficiaries (or the estates thereof), other equity holders or affiliates;

 

  (ix)

pursuant to any contractual arrangement described in the Prospectus in effect on the date of this agreement that provides for the repurchase of the undersigned’s shares of Common Stock by the Company, including in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such shares of Common Stock, provided that if the undersigned is required to make a filing under the Exchange Act, such filing shall include a footnote describing the purpose of the transaction;

 

  (x)

transfers pursuant to a divorce settlement agreement or decree or a qualified domestic relations order;

 

  (xi)

pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a Change of Control (as defined below) of the Company after the closing of the Offering and approved by the Company’s board of directors, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the shares of Common Stock owned by the undersigned shall remain subject to the restrictions contained in this agreement;

 

3


provided that, in the case of clause (vi) (a) no filing under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall be required and (b) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be voluntarily made by the undersigned, in the case of both items (a) and (b), during the Lock-Up Period, other than Forms 5 and Schedule 13F; and provided further that in the case of clauses (i), (ii), (iv),(vii), (viii), and (x) (a) the recipient agrees to be bound in writing by the same restrictions set forth herein for the duration of the Lock-Up Period, (b) no filing under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall be required during the Lock-Up Period, other than Forms 5 and Schedule 13F, (c) no filing under Section 13 of Section 16(a) of the Exchange Act or other public announcement shall be voluntarily made by the undersigned or the transferee during the Lock-Up Period, other than Forms 5 and Schedule 13F, and (d) any such transfer shall not involve a disposition for value.

For purposes of this agreement, “Immediate Family Member” shall mean any natural person related to the undersigned by blood, marriage or adoption, not more remote than a first cousin. For purposes of this agreement, “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of the total voting power of the voting shares of the Company.

If the undersigned is an officer or director of the Issuer, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Offering.

Furthermore, nothing in this agreement shall be deemed to prevent the undersigned from establishing or amending any contract, instruction or plan (a “Plan”) pursuant to Rule 10b5-1 under the Exchange Act, provided that (a) such Plan does not provide for the transfer of Common Stock during the Lock-up Period and (b) no filing under the Exchange Act nor any other public filing or disclosure of any such action shall be required or voluntarily made by the undersigned or any other person in connection therewith, in each case during the Lock-up Period.

If the undersigned is an officer or director of the Issuer, (i) ThinkEquity agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, ThinkEquity will notify the Issuer of the impending release or waiver, and (ii) the Issuer has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ThinkEquity hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

If (i) the Company, on the one hand, or the Representatives, on the other hand, notifies the other in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the SEC related to the Offering is withdrawn, (iii) the Underwriting Agreement is not executed on or before November 30, 2018 or (iv) the Underwriting Agreement

 

4


(other than the provisions thereof that survive termination) terminates or is terminated prior to the Closing Date (as defined in the Underwriting Agreement), then in each case, this Agreement shall automatically, and without any action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically be released from the obligations under this Agreement.

[Signature Page Follows]

 

5


Executed as of the date first written above.

 

Yours very truly,
If signing as an Individual:

 

Name of Stockholder (Print exact name)

 

Signature

 

Title

If signing as an Entity:
By:  

 

  Name of Stockholder (Print exact name)

 

Signature

 

Name (Print exact name)

 

Title


EXHIBIT C

Form of Press Release

Alzheon, Inc.

[Date]

Alzheon, Inc. (the “Company”) announced today that ThinkEquity, a division of Fordham Financial Management, Inc., one of the joint book-running managers in the Company’s recent initial public offering of     shares of common stock of the Company, is [waiving] [releasing] a lock-up restriction with respect to     shares of common stock of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on     ,             20     , and the shares of common stock may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

 

2

EX-4.5 3 d600976dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

Form of Representatives’ Warrant Agreement

THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., H.C. WAINWRIGHT & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., H.C. WAINWRIGHT & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS WARRANT IS NOT EXERCISABLE PRIOR TO [                    ]1. VOID AFTER 5:00 P.M., EASTERN TIME, [                    ]2.

WARRANT TO PURCHASE COMMON STOCK

ALZHEON, INC.

Warrant Shares:                    

Initial Exercise Date:             , 2018

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received,                     , or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after             , 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alzheon, Inc., a Delaware corporation (the “Company”), up to             shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Terms not defined herein shall have the meanings ascribed to them in the Underwriting Agreement between ThinkEquity, a division of Fordham Financial Management, Inc. and H.C. Wainwright & Co. LLC as representatives of the underwriters set forth therein and the Company, dated as of                     , 2018 (the “Underwriting Agreement”).

Section 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:

 

1 

Date that is one year from the effective date of the offering

2 

Date that is three years from the effective date of the offering


Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Commission” means the United States Securities and Exchange Commission.

Effective Date” means the date on which the registration statement on Form S-1 (File No. 333-227057) is declared effective by the Commission.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Trading Day” means a day on which the New York Stock Exchange is open for trading.

Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not listed or quoted on a Trading Market and is listed or quoted on the OTCQB or OTCQX, the volume weighted average price of a share of Common Stock for such date (or the nearest preceding date) on the OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on a Trading Market or the OTCQB or OTCQX and if prices for Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of the Common Stock as determined by the board of directors of the Company and reasonably acceptable to the Holder.


Section 2. Exercise.

a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $                    , subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

  (A) =

the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

 

  (B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

 

  (X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).


Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share Delivery Date (as defined below) pursuant to such effective registration statement or in compliance with Rule 144, as applicable, and otherwise by physical delivery of a certificate or book entry with the Company’s transfer agent, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”) so long as the payment for such exercise has been made on or prior to the Warrant Share Delivery Date. If the Warrant Shares can be delivered via DWAC, the transfer agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the Holder to provide a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares upon a cashless exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.     

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of the Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


iii. Rescission Rights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be required to return any Warrant Shares or Common Stock subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant evidencing such restored right).

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner to intentionally prevent the timely exercise of this Warrant, pursuant to the terms hereof.

viii. Signature. This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder in order to exercise this Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Warrant. No additional legal opinion, other information or instructions shall be required of the Holder to exercise this Warrant. The Company shall honor exercises of this Warrant and shall deliver Warrant Shares underlying this Warrant in accordance with the terms, conditions and time periods set forth herein.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such


calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this


Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.

b) [RESERVED]

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other than cash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable by holders of Common Stock as a result of such Fundamental Transaction for each share of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic


value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed a notice to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least fifteen (15) calendar days prior to the applicable record or effective date hereinafter specified, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to provide such notice or any defect therein shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the


Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

iii. No Requirement for Written Notice to Holder. The Company shall be considered to have met all of its obligations to provide notice to the Holder under this Section 3 if the transaction giving rise to the Company’s obligations under this Section 3 is disclosed via a press release, a public filing by the Company with the Commission, or other means of public dissemination.

Section 4. Transfer of Warrant.

a) Transferability. Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security:

i. by operation of law or by reason of reorganization of the Company;

ii. to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period;

iii. if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered;

iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or

v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period.

Subject to the foregoing restriction, any applicable securities laws and the conditions set forth in Section 4(d), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant


evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Registration Rights.

(a) Demand Registration.

(i) Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The demand for registration may be made at any time during a period of four (4) years beginning on the date that is one (1) year from the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.


(ii) Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5(a)(i), but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its commercially reasonable efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holders; provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5(a)(i) to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 5(a)(ii), the Holder shall be entitled to a demand registration under this Section 5(a)(ii) on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(iv).

(b) General Terms.

(i) Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holders to exercise their Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

(ii) Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.

(iii) Documents to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


Section 6. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action


as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Underwriting Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


l) Amendment. This Warrant may be modified or amended or the provisions hereof waived only by the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

ALZHEON, INC.

 

By:                                                                                                  

       Name:

       Title:


NOTICE OF EXERCISE

TO: ALZHEON, INC.

                                                 

(1) The undersigned hereby elects to purchase                     Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please register and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

                                             

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

 

                                             

 

                                             

 

                                             

(4) Accredited Investor. The undersigned represents and warrants that is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:                                                                                                                                                                                                                    
Signature of Authorized Signatory of Investing Entity                                                                                                                                                            
Name of Authorized Signatory:                                                                                                                                                                                                         
Title of Authorized Signatory:                                                                                                                                                                                                           
Date:                                                                                                                                                                                                                                                             


ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [            ] all of or [            ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

 

                                                                                                                                  .   
                                                                                                                                      

Dated: ______________, _______                            

Holder’s Signature: _____________________________

Holder’s Address: _____________________________

                                                                                          

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-5.1 4 d600976dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

  200 Clarendon Street
  Boston, Massachusetts 02116
  Tel: +1.617.948.6000 Fax: +1.617.948.6001
  www.lw.com
LOGO   FIRM / AFFILIATE OFFICES
  Beijing   Moscow
  Boston   Munich
  Brussels   New York
  Century City   Orange County
  Chicago   Paris
  Dubai   Riyadh
September 28, 2018   Düsseldorf   Rome
  Frankfurt   San Diego
  Hamburg   San Francisco
  Hong Kong   Seoul
  Houston   Shanghai
  London   Silicon Valley

Alzheon, Inc.

  Los Angeles   Singapore
111 Speen Street, Suite 306   Madrid   Tokyo
Framingham, MA 01701   Milan   Washington, D.C.

 

  Re:

Registration Statement No. 333-227057;

2,875,000 shares of Common Stock, $0.001 par value per share

Ladies and Gentlemen:

We have acted as special counsel to Alzheon, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 2,875,000 shares (including shares subject to the underwriters’ option to purchase additional shares) of common stock, $0.001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 27, 2018 (Registration No. 333-227057) (as amended, the “Registration Statement”). The Shares are to be sold by the Company pursuant to an underwriting agreement to be entered into by and between the Company and ThinkEquity, a Division of Fordham Financial Management, Inc. and H.C. Wainwright & Co., LLC as representatives of the underwriters named therein (the “Underwriting Agreement”), the form of which has been filed as Exhibit 1.1 to the Registration Statement. The Company is also registering warrants to purchase shares of Common Stock of the Company to be issued to the representatives of the underwriters as additional compensation pursuant to the Underwriting Agreement (the “Representatives’ Warrants”), as well as up to 50,000 shares of Common Stock issuable upon exercise of the Representatives’ Warrants (the “Representatives’ Warrants Shares”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and of the State of New York, and we express no opinion with respect to any other laws.


September 28, 2018

Page 2

 

LOGO

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. When the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in total numbers that do not exceed the total number of shares available under the Company’s certificate of incorporation and in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

2. The Representatives’ Warrants, when duly authorized, executed and delivered by all necessary corporate action of the Company in accordance with and in the manner described in the Registration Statement and the Underwriting Agreement, will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. The foregoing opinion is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

3. The Representatives’ Warrants Shares have been duly authorized for issuance and, when issued and sold by the Company and delivered by the Company upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Representatives’ Warrants, will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

With your consent, we have assumed (a) that each of the Representatives’ Warrants will be governed by the internal laws of the State of New York, (b) that each of the Representatives’ Warrants has been or will be duly authorized, executed and delivered by the parties thereto, (c) that each of the Representatives’ Warrants constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (d) that the status of each of the Representatives’ Warrants as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.


September 28, 2018

Page 3

 

LOGO

Our opinion set forth in numbered paragraph 2 is subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) we express no opinion as to (a) any provision for liquidated damages, monetary penalties or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (f) waivers of broadly or vaguely stated rights, (g) provisions for exclusivity, election or cumulation of rights or remedies, (h) provisions authorizing or validating conclusive or discretionary determinations, (i) proxies, powers and trusts, (j) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (k) the severability, if invalid, of provisions to the foregoing effect.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Latham & Watkins LLP
EX-10.10 5 d600976dex1010.htm EX-10.10 EX-10.10

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Exhibit 10.10

Execution Version

LICENSE AGREEMENT

This License Agreement (this “Agreement”) is made effective as of October 22, 2013 (the “Effective Date”).

 

BETWEEN:                                                     

   FB HEALTH S.p.A., a company existing under the laws of Italy
   (hereinafter referred to as the “Licensor”)

AND:

   ALZHEON, INC., a company existing under the laws of the state of Delaware
   (hereinafter referred to as “Alzheon”)
   (the Licensor and Alzheon are each hereafter referred to individually as a “Party” and together as the “Parties”).

WHEREAS, the Licensor is the owner of, or otherwise Controls (including pursuant to that certain License Agreement by and between the Licensor and BHI Limited Partnership (“Bellus”), of even date herewith (the “Bellus License Agreement”)), certain patents, patent applications, technology, know-how and scientific and technical information relating to the Licensed Products (as such term is defined below);

WHEREAS, Alzheon desires to obtain the exclusive right from the Licensor to Develop, make, modify, enhance, improve and use such patents, patent applications, technology, know-how and scientific and technical information for the Field, and manufacture, market, sell, offer for sale, import, distribute and use the Licensed Products in the Territory in the Field, and to obtain certain other rights of the Licensor under the Bellus License Agreement;

WHEREAS, the Licensor and Alzheon are parties to that certain Letter Agreement with Bellus, of even date herewith, (the “Letter Agreement”), which, among other things, clarifies the rights and obligations of the Licensor, Bellus and Alzheon with respect to this Agreement and the Bellus License Agreement; and

WHEREAS, the Licensor desires to grant such rights to Alzheon on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.


1.

DEFINITIONS

Whenever used in this Agreement with an initial capital letter, the terms defined in this Article 1 shall have the meanings specified.

Action” shall have the meaning for such term set forth in Section 7.6.

Affiliate” shall mean, with respect to a Party or a Third Party, any corporation, firm, limited liability company, partnership or other entity which directly controls or is controlled by or is under common control with such Party or Third Party. “Control”, for purposes of this definition only, means ownership, directly or indirectly through one or more Affiliates, of fifty percent (50%) or more of the shares entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby such Party or Third Party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity.

Alzheon” shall have the meaning for such term set forth in the Recitals.

Alzheon Indemnitees” shall have the meaning for such term set forth in Section 10.2.

Auditing Party” shall have the meaning for such term set forth in Section 4.5.2.

Bankruptcy Code” shall mean Title 11 of the United States Code, as amended.

Bellus” shall have the meaning for such term set forth in the Recitals.

Bellus License Agreement” shall have the meaning for such term set forth in the Recitals.

BLU8499 Patent Rights” shall have the meaning for such term set forth in Section 7.1.1.

Celtic Agreement” shall have the meaning for such term set forth in Section 8.1.18.

Change of Control” means, with respect to a Party, (a) a bona fide merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction or series of related transactions involving the Party and a Third Party pursuant to which the stockholders of the Party immediately preceding such transaction or transactions hold less than a majority of the equity interests in the surviving or resulting entity of such transaction or transactions; (b) any Third Party “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under such Act) (other than the applicable Party), directly or indirectly, of securities of such Party (or the surviving company of such merger, consolidation or other such transaction or transactions, as applicable) representing fifty percent (50%) or more of the combined voting power of such Party’s (or such surviving company’s) then outstanding securities; or (c) a sale or other disposition in one or a series of related transactions by a Party of all or substantially all of such Party’s assets.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

2.


Commercially Reasonable Efforts” shall mean, with respect to the Development and commercialization of Licensed Products by a Party, that level of efforts and resources which [ * ]. Commercially Reasonable Efforts shall be determined on a market-by-market basis for each Licensed Product.

Confidential Information” shall mean, with respect to a Party (the “Receiving Party”), all information, which is disclosed by the other Party (the “Disclosing Party”) to the Receiving Party hereunder or to any of its employees, consultants, legal or financial advisors, Affiliates, licensees or sublicensees (“Representatives”), except to the extent that such information, (a) as of the date of disclosure is demonstrably known to the Receiving Party or its Representatives, as shown by written documentation, other than by virtue of a prior confidential disclosure to such Party or its Representatives by the Disclosing Party or its predecessors; (b) as of the date of disclosure is in, or subsequently enters, the public domain, through no fault or omission of the Receiving Party or its predecessors; (c) is obtained by the Receiving Party or its Representatives from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality or fiduciary duty to the Disclosing Party or its predecessors; or (d) is independently developed by or for the Receiving Party or its Representatives without reference to or reliance upon any Confidential Information of the Disclosing Party or its predecessors as demonstrated by competent written records.

Control” or “Controlled” shall mean, with respect to any Patent Rights or Know-How, the possession by a Party of the ability to grant a license or sublicense of such Patent Rights or Know-How as provided for herein without violating the terms of any arrangement or agreements between such Party and any Third Party, unless otherwise provided for in this Agreement.

Development” and “Develop” shall mean, with respect to any Licensed Product, all activities relating to research and development including without limitation, all pre-clinical and non-clinical research and development activities (including formulation and reformulation activities), all human and veterinary clinical studies, all activities relating to developing the ability to manufacture any Licensed Product or any component thereof (including, without limitation, process development work), and all other activities relating to seeking, obtaining and/or maintaining any Regulatory Approvals from any Regulatory Authority, including the publishing of certain data and other results as may be necessary in connection with the foregoing.

Dispute” shall have the meaning for such term set forth in Section 12.1.

Effective Date” shall have the meaning for such term set forth in the Recitals.

EMA” shall mean the European Medicines Agency or any successor agency thereto.

Expert” shall have the meaning for such term set forth in Section 12.5.1.

Field” shall mean the mitigation, prevention, treatment, control or diagnosis of any disorder, condition or disease that is caused by a disorder of the central nervous system and/or the peripheral nervous system, including Alzheimer’s disease, Parkinson’s disease, Multiple sclerosis, Huntington’s disease, Amyotrophic lateral sclerosis and any other neuropsychiatric or neurodegenerative diseases of the central nervous system and/or the peripheral nervous system. For avoidance of doubt, the Field specifically excludes the Vivimind Field as well as the mitigation, prevention, treatment, control or diagnosis of any disorder, condition or diseases that are not caused by disorders of the central nervous system or the peripheral nervous system, and/or the disorders, conditions and diseases listed on Schedule C hereto.

First Commercial Sale” shall mean, on a country-by-country and Licensed Product-by-Licensed Product basis, the first Sale of a Licensed Product by Alzheon or any of its Affiliates or permitted sublicensees to a Third Party in a country for use in the Field after such Licensed

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

3.


Product has been granted Regulatory Approval in such country. For the sake of clarity, transfers or dispositions of Licensed Product for charitable, promotional (including samples), pre-clinical, clinical or regulatory purposes shall not constitute “Sales” for purposes of this definition.

GAAP” shall mean the International Financial Reporting Standards and the official pronouncements issued by the International Accounting Standards Board.

ICC Rules” shall have the meaning for such term set forth in Section 12.4.2.

Improvements” shall have the meaning for such term set forth in Section 3.1.3.

Indemnitee” shall mean the Alzheon Indemnitee or the Licensor Indemnitee.

Indemnitor” shall have the meaning for such term set forth in Section 10.3.

Infringement” shall have the meaning for such term set forth in Section 7.5.

Insolvency Event” shall have the meaning for such term set forth in Section 11.4.

Inventory Sale Period” shall have the meaning for such term set forth in Section 11.6.3.

Italy Commercialization Agreement” shall have the meaning for such term set forth in Section 3.2.2(a).

Italy Net Sales” shall have the meaning for such term set forth in Section 4.2.

Know-How” shall mean and include any and all unpatented (whether or not patentable) proprietary ideas, inventions, discoveries, Confidential Information, biologic materials, data, results, formulae, designs, specifications, scientific methods, business plans and methods, processes, formulations, techniques, know-how, technical information (including, without limitation, structural and functional information), process information, pre-clinical information, clinical information, and any and all proprietary biological, chemical, pharmacological, toxicological, pre-clinical, clinical, assay, control and manufacturing data and materials.

Laws” shall mean all provisions of all (a) constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (b) judgments, orders, writs, injunctions, decisions, rulings, decrees and words of any governmental or regulatory body or authority, and (c) all policies, voluntary restraints, practices and guidelines of any Regulatory Authority, in each case binding on or affecting the Party referred to in the context in which such word is used.

Letter Agreement” shall have the meaning for such term set forth in the Recitals.

Licensed Data” shall mean any and all in vitro, in vivo, pre-clinical and clinical data related to the Licensed Products that is Controlled by the Licensor on the Effective Date or during the Term, including all such data that is Controlled by the Licensor pursuant to the Bellus License Agreement.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

4.


Licensed Know-How” shall mean all Know-How Controlled by the Licensor on the Effective Date or during the Term that is necessary or useful for the Development, manufacture or commercialization of the Licensed Products, including the Licensed Data, any Know-How that is solely and exclusively related to the Licensed Patent Rights and all Know-How that is Controlled by the Licensor pursuant to the Bellus License Agreement.

Licensed Patent Rights” shall mean (i) all Patents Rights Controlled by the Licensor on the Effective Date or during the Term that are necessary for the Development, manufacture or commercialization of the Licensed Products, including all Patent Rights with respect to the patents and patent applications listed in Schedule A and Schedule B hereto and all Patent Rights Controlled by the Licensor pursuant to the Bellus License Agreement and (ii) all Patent Rights in the Improvements Controlled by the Licensor during the Term.

Licensed Product” shall mean any product that contains 3-amino-1-propanesulfonic acid (“3-APS”) or any prodrug, analog, salt, free acid, free base, clathrate, solvate, hydrate, hemihydrate, anhydride, ester, chelate, conformer, congener, crystal form, crystal habit, polymorph, amorphous solid, homolog, isomer, stereoisomer, enantiomer, racemate, isotopic or radiolabeled equivalent, metabolite or conjugates of 3-APS.

Licensed Technology” shall mean collectively the Licensed Patent Rights and the Licensed Know-How.

Licensor” shall have the meaning for such term set forth in the Recitals.

Licensing Revenue” shall mean any consideration (including all upfront and milestone payments) paid by a Third Party to Alzheon, one of its Affiliates or one of its or their sublicensees, in exchange for a grant to such Third Party of a sublicense or other right, license, privilege or immunity under or with respect to the Licensed Technology (including in relation to commercial sales), provided that Licensing Revenue shall exclude (i) Royalties and (ii) any and all fees paid to Alzheon, one of its Affiliates or one of its or their sublicensees for services performed by Alzheon, one of its Affiliates or one of its or their sublicensees for the Development of the Licensed Products, or any other similar or ancillary services which are provided by Alzheon, one of its Affiliates or one of its or their sublicensees following the date upon which Alzheon, any of its Affiliates or any of its or their sublicensees first receives any revenue related to a Licensed Product. For greater certainty, consideration paid in transactions between or among Alzheon and its Affiliates shall be excluded from the computation of the Licensing Revenue, but Licensing Revenue shall include consideration paid in transactions between or among Alzheon’s, its Affiliates or its or their sublicensees and Third Parties, but only to the extent that such consideration qualifies as “Licensing Revenue” as defined in the immediately preceding sentence. Where (a) Licensing Revenue is payable to Alzheon, one of its Affiliates or one of its or their sublicensees other than in an arms-length transaction, (b) Licensing Revenue is payable as one of a number of items without a separate itemized consideration; or (c) Licensing Revenue includes any non-cash element (including equity that is paid in exchange for a grant of a sublicense or other right, license, privilege or immunity under or with respect to the Licensed Technology), the consideration payable as Licensing Revenue shall be deemed to be the Licensing Revenue that would otherwise have been payable by a Third Party in an arm’s length transaction for the rights licensed at that time.

Licensor Indemnitees” shall have the meaning for such term set forth in Section 10.1.

Net Sales” shall mean, with respect to a Licensed Product, the gross amount invoiced for sales of any Licensed Product in the Territory directly or in arm’s length sales by Alzheon (and its authorized Affiliates) or permitted sublicensees to Third Parties, less the following deductions from such gross amounts which are actually incurred, allowed, accrued or specifically allocated to such Licensed Product: credits, price adjustments or allowances for damaged products, returns or rejections of, and for uncollectible amounts on, previously sold Licensed Product; (b) normal and customary trade, cash and quantity discounts, allowances and credits (other than price discounts granted at the time of invoicing which have already been included in the gross amount invoiced); (c) chargeback payments, repayments and rebates (or the equivalent thereof) granted to or imposed by group purchasing organizations, managed health care organizations or federal, state/provincial, local and other governments, including any or all of their regulatory authorities, agencies, review boards or tribunals, or trade customers; (d) any invoiced freight, postage, shipping, insurance and other transportation charges related to the distribution of such Licensed Product; (e) wholesaler and distributor administration fees; (f) sales, value-added (to the extent not refundable in accordance with applicable Law), and excise taxes (including pharmaceutical excise taxes, such as those imposed by the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48) and other comparable Laws), tariffs and duties, and other taxes directly related to the sale (but not including taxes assessed against the income derived from such sale); (g) stocking allowances; and (h) any other payment which reduces gross revenue and is permitted to be deducted in calculating revenue in accordance with GAAP.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

5.


In the case of any sale or other disposal for value, such as barter or counter-trade, of a Licensed Product, or part thereof, other than in an arm’s length transaction exclusively for cash, Net Sales shall be calculated as above on the value of the non-cash consideration received or the fair market price (if higher) of such Licensed Product in the country of sale or disposal, as determined in accordance with GAAP.

Notwithstanding the foregoing, Net Sales shall not be imputed to transfers of Licensed Product for use in any clinical trial of a Licensed Product, for bona fide charitable purposes or for compassionate use, or for samples of Licensed Product, provided that Alzheon and its Affiliates receive no consideration from such transfers of Licensed Products.

Notwithstanding the foregoing, in the event a Licensed Product is sold as a Combination Product, Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the gross invoice price of the Licensed Product when sold separately in a country and B is the gross invoice price of the other active ingredient(s) included in the Combination Product when sold separately in such country. In the event no such separate sales are made by Alzheon (or its authorized Affiliates) or its permitted sublicensees, Net Sales of the Combination Product shall be calculated in a manner to be negotiated and agreed upon by the Parties, reasonably and in good faith, prior to any Sale of such Combination Product, which shall be based upon the respective cost of goods sold of the active ingredient(s) of such Combination Product. For purposes of this definition, “Combination Product” means any product that comprises a Licensed Product sold in conjunction with another active component so as to be a combination product (whether packaged together or in the same therapeutic formulation).

Option” shall have the meaning for such term set forth in Section 3.2.2.

Option Exercise Deadline” shall have the meaning for such term set forth in Section 3.2.2.

Option Exercise Notice” shall have the meaning for such term set forth in Section 3.2.2.

Option Trigger Notice” shall have the meaning for such term set forth in Section 3.2.2.

Other Licensed Patent Rights” shall have the meaning for such term set forth in Section 7.1.2.

Parteq AA” shall have the meaning for such term set forth in Section 8.1.14.

Parteq Agreement” shall have the meaning for such term set forth in Section 8.1.14.

Parteq LA” shall have the meaning for such term set forth in Section 8.1.14.

Party” and “Parties” shall have the meaning for such term set forth in the Recitals.

Patent Rights” shall mean the rights and interests in and to (a) issued patents; (b) pending patent applications and any related patent applications filed in the future claiming priority thereto, including all provisional applications, non-provisional applications, international (PCT) applications, substitutions, renewals, divisionals, continuations, continued prosecution applications or continuations-in-part, and all patents granted thereon or issuing therefrom; (c) patents of addition, reissues, re-examinations, extensions, confirmations, registrations, revalidations, revisions and restorations by existing or future extension or restoration mechanisms, including supplementary protection certificates or the equivalent thereof, granted

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

6.


with respect to any of the foregoing; (d) registration patents, inventor’s certificates, utility models or confirmation patents granted on or issuing from any of the foregoing; (e) any form of government-issued right substantially similar to any of the foregoing, in each case with respect to clauses (a) through (e), in any country or patent examining or granting jurisdiction in the Territory.

Pending Claim” shall mean a bona fide pending claim in a patent application within the Licensed Patent Rights that (a) has not been disclaimed, revoked, withdrawn or abandoned; (b) has not been unappealably cancelled or rejected by any administrative agency or other body of competent jurisdiction; (c) has not been declared unpatentable by any administrative agency, under a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal; or (d) has not been lost through an interference proceeding. Notwithstanding the foregoing, any patent application within the Licensed Patent Rights listed in Schedule A that has been pending for more than [ * ] from [ * ] shall not be considered to contain any Pending Claims for purposes of this Agreement.

Person” shall mean an individual, a limited liability company, a joint venture, a corporation, a partnership, an association, a trust, a division or an operating group of any of the foregoing or any other entity or organization.

Regulatory Approval” shall mean any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind of any Regulatory Authority necessary for the development, pre-clinical and/or human clinical testing, manufacture, quality testing, supply, use, storage, importation, export, transport, marketing and sale of a Licensed Product (or any component thereof) in any country or other jurisdiction in the Territory.

Regulatory Authorities” shall mean any applicable supranational, national, federal, state, provincial or local regulatory agency, department, bureau or other governmental entity of any country or jurisdiction in the Territory, having responsibility in such country or jurisdiction for any regulatory approvals of any kind in such country or jurisdiction, and any successor agency or authority thereto.

Right of Reference” shall mean the authority to rely upon, and otherwise use, an investigation for the purpose of obtaining a regulatory approval, including the ability to make available the underlying raw data from the investigation for audit by the applicable Regulatory Authority, if necessary.

Royalties” shall have the meaning for such term set forth in Section 4.1.1.

Royalty Term” shall mean, on a country-by-country and Licensed Product-by-Licensed Product basis, the period of time commencing on the date of the First Commercial Sale of a Licensed Product in a country and ending on the date on which there is no Pending Claim or Valid Claim covering the use, manufacture, sale, offer for sale or importation of such Licensed Product in such country.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

7.


Sell”, “Sale”, “Sold” shall mean the sale, rent, lease, license or other form of distribution of a Licensed Product, to an end-user, distributor, or any other Person, either directly or through a chain of distribution, for financial consideration, but excludes any returns.

Sued Party” shall have the meaning for such term set forth in Section 7.7.1.

Term” shall have the meaning for such term set forth in Section 11.1.

Territory” shall mean all countries and jurisdictions of the world.

Third Party” shall mean any Person other than Alzheon, the Licensor and their respective Affiliates.

Third Party Payments” shall have the meaning for such term set forth in Section 4.1.2.

TPC Agreement” shall have the meaning for such term set forth in Section 8.1.16.

Valid Claim” shall mean a claim in an issued, unexpired patent within the Licensed Patent Rights that (a) has not been finally cancelled, withdrawn, abandoned or rejected by any administrative agency or other body of competent jurisdiction, (b) has not been revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c) has not been rendered unenforceable through disclaimer or otherwise, or (d) has not been lost through an interference proceeding.

Vivimind Field” shall mean the use of a product as a nutraceutical or dietary supplement but specifically excluding any pharmaceutical classification.

Vivimind Product” shall mean any “Licensed Product” as defined in the Vivimind License Agreement.

Vivimind License Agreement” shall mean that certain License Agreement by and between the Licensor and BHI Limited Partnership, of even date herewith.

 

2.

GRANT OF RIGHTS

 

2.1

License to Alzheon. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to Alzheon a royalty-bearing, irrevocable (except as set forth herein), exclusive (even as to the Licensor) license or sublicense (as applicable) in the Territory, including the right to grant sublicenses solely in accordance with Section 2.3, under the Licensed Technology to: (a) use, have used, Develop, have Developed, make, have made, modify, have modified, enhance, have enhanced, improve and have improved the Licensed Technology and the Licensed Products for the Field and (b) use, have used, manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute and have distributed the Licensed Products in the Field in the Territory. Alzheon acknowledges and agrees that, with respect to the Licensed Technology that is Controlled by the Licensor pursuant to the Bellus License Agreement,

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

8.


  the sublicense to Alzheon granted herein, and Alzheon’s obligations with regard thereto, shall at all times be subject to the applicable terms and conditions of the Bellus License Agreement.

 

2.2

Restriction to License. For avoidance of doubt, the Parties agree that (a) Alzheon is not granted any rights hereunder to use, have used, Develop, have Developed, make, have made, modify, have modified, enhance, have enhanced, improve, have improved the Licensed Technology or the Licensed Products outside the Field, or to manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute or have distributed the Licensed Products outside the Field and (b) the Licensor shall retain no rights to use, have used, Develop, have Developed, make, have made, modify, have modified, enhance, have enhanced, improve, have improved the Licensed Technology or the Licensed Products for the Field, or to manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute or have distributed the Licensed Products in the Field.

 

2.3

Right to Sublicense. Alzheon shall have the right to grant sublicenses to all or any portion of its rights under the license granted pursuant to Section 2.1. Any sublicense granted hereunder shall be in writing and contain terms not materially less protective of the Licensor’s rights than those contained herein. Alzheon shall remain liable to the Licensor for any breaches of this Agreement that result from the acts or omissions of any sublicensee. Alzheon shall provide the Licensor with a copy of each sublicense granted by Alzheon pursuant to this Section 2.3, provided that Alzheon may redact those portions of such sublicense that are not reasonably necessary for the Licensor to verify compliance with this Agreement.

 

2.4

Right of Reference. The Licensor hereby grants to Alzheon and its Affiliates and sublicensees an exclusive Right of Reference to, and a royalty-bearing, irrevocable (except as set forth herein), exclusive (even as to the Licensor) license or sublicense (as applicable) to access and use, the Licensed Data (and any regulatory submissions, clinical dossiers and regulatory approvals that include such Licensed Data) for any and all purposes, other than developing, commercializing and/or seeking regulatory approval for the Vivimind Product in the Vivimind Field. The Licensor shall, at Alzheon’s request, provide a signed statement in accordance with 21 C.F.R. 314.50(g)(3) (or any analogous Law outside the United States), or otherwise provide appropriate notification of such right to the applicable Regulatory Authority, to the extent necessary for Alzheon and its Affiliates and sublicensees to exercise the Right of Reference granted hereunder.

 

2.5

Rights in Bankruptcy.

 

  2.5.1

All rights and licenses now or hereafter granted by the Licensor to Alzheon under or pursuant to this Agreement, including, for the avoidance of doubt, the licenses granted to Alzheon pursuant to Section 2. 1, are, for all purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined in the Bankruptcy Code. Upon the occurrence of any Insolvency Event with respect to the Licensor, the Licensor agrees that Alzheon, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

9.


  and elections under the Bankruptcy Code. Further, each Party agrees and acknowledges that, notwithstanding anything to the contrary in this Agreement, all payments by Alzheon to the Licensor hereunder, other than the Royalties, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. The Licensor shall, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all Licensed Technology. The Licensor and Alzheon acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) include, without limitation, all physical embodiments of the Licensed Know-How. If (a) a case under the Bankruptcy Code is commenced by or against the Licensor, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Alzheon elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, the Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall comply with the provisions of this Section 2.5.1.

 

  (a)

The Licensor shall provide to Alzheon all Licensed Technology (including all embodiments thereof) held by the Licensor and such successors and assigns, or otherwise available to them, immediately upon Alzheon’s written request. Whenever the Licensor or any of its successors or assigns provides to Alzheon any of the Licensed Technology (or any embodiment thereof) pursuant to this Section 2.5.1(a), Alzheon shall have the right to perform the Licensor’s obligations hereunder with respect to such Licensed Technology, but neither such provision nor such performance by Alzheon shall release the Licensor from liability resulting from rejection of the license or the failure to perform such obligations.

 

  (b)

The Licensor shall not interfere with Alzheon’s rights under this Agreement, or any agreement supplemental hereto, to the Licensed Technology (including any embodiments thereof), including any right to obtain such Licensed Technology (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code.

 

  2.5.2

All rights, powers and remedies of Alzheon provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to the Licensor. The Parties agree that they intend the following rights to apply to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n):

 

  (a)

the right of access to any intellectual property (including all embodiments thereof) of the Licensor, or any Third Party with whom the Licensor contracts to perform an obligation of the Licensor under this Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, offering for sale, import or export of Licensed Products; and

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

10.


  (b)

the right to contract directly with any Third Party with whom the Licensor contracts to perform an obligation of the Licensor under this Agreement to complete such contracted work.

 

2.6

Initial Information Transfer. Within a reasonable period of time after the Effective Date (but in no event later than [ * ] after the Effective Date), the Licensor shall make available or cause to be made available to Alzheon, in a mutually-agreed upon format, (a) the Licensed Data and any other material data included in the Licensed Know-How and (b) other information regarding the Licensed Technology that is [ * ]. During the Term, the Licensor shall transfer or make available or shall cause to be transferred or made available to Alzheon, in a mutually agreed upon format, all new Licensed Know-How that comes into the Control of the Licensor within [ * ] after such Licensed Know-How comes into the Licensor’s control.

 

3.

DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS

 

3.1

Research and Development

 

  3.1.1

Alzheon Rights. The Licensor hereby sublicenses to Alzheon on the Effective Date all of its rights under the Bellus License Agreement with respect to the Development of the Licensed Products in the Territory for the Field, and Alzheon acknowledges and agrees that all such rights, and Alzheon’s obligations with regard thereto, shall at all times be subject to the applicable terms and conditions of the Bellus License Agreement. On and after the Effective Date, Alzheon shall have sole and exclusive control, authority and responsibility over the Development of the Licensed Products in the Territory for the Field.

 

  3.1.2

Alzheon Diligence Obligations. In accordance with Section 2.3 of the Bellus License Agreement, Alzheon shall fully satisfy, on behalf of the Licensor, the following obligations:

 

  (a)

during the Term, Alzheon shall use Commercially Reasonable Efforts to Develop and seek to commercialize at least one Licensed Product in the Field in the Territory;

 

  (b)

Alzheon shall or shall cause one of its sublicensees to, dose the first healthy individual in any study of a Licensed Product in the Field no later than the second (2nd) anniversary of the Effective Date; and

 

  (c)

Alzheon shall or shall cause one of its sublicensees to, dose the first patient in a clinical trial of a Licensed Product in its respective Field no later than the third (3rd) anniversary of the Effective Date.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

11.


  3.1.3

Arising Intellectual Property. During the Term, all right, title and interest in and to any enhancement, invention or discovery created, conceived, identified, or reduced to practice by Alzheon, any of its Affiliates or any sublicensee or by a Third Party on behalf of Alzheon that relies on or incorporates the Licensed Technology (an “Improvement”) shall be assigned by Alzheon, or Alzheon shall cause such right, title and interest to be assigned by such Third Party, to the Licensor or its designee. The Parties acknowledge and agree that, pursuant to Section 3.1.3 of the Bellus License Agreement, the Licensor is required to assign to Bellus all Improvements that rely on or incorporate any Licensed Technology that is Controlled by the Licensor pursuant to the Bellus License Agreement, but such Improvements shall be Controlled by the Licensor pursuant to the Bellus License Agreement and sublicensed to Alzheon pursuant to Section 2.1 of this Agreement.

 

3.2

Commercialization.

 

  3.2.1

Alzheon Rights. The Licensor hereby sublicenses to Alzheon on the Effective Date all of its rights under the Bellus License Agreement with respect to the commercialization of the Licensed Products in the Territory for the Field, and Alzheon acknowledges and agrees that all such rights, and Alzheon’s obligations with regard thereto, shall at all times be subject to the applicable terms and conditions of the Bellus License Agreement. Without limiting any rights of Alzheon herein, but subject to Section 3.2.2 and Article 7, on and after the Effective Date, Alzheon shall have sole and exclusive control, authority and responsibility over all commercialization of Licensed Products in the Territory for the Field, including without limitation (a) all activities relating to manufacture and supply of all Licensed Products; (b) all marketing, promotion, sales, distribution, import and export activities relating to any Licensed Product; and (c) all activities relating to any regulatory filings, registrations, applications and Regulatory Approvals relating to any of the foregoing.

 

  3.2.2

Licensor Option to Commercialize Licensed Products in Italy. Notwithstanding any sublicense hereunder to Alzheon by the Licensor, the Licensor shall have the exclusive right and option, in its sole discretion, to obtain exclusive rights to commercialize the Licensed Products in Italy on the terms and conditions set forth in this Section 3.2.2 (the “Option”). If Alzheon intends to submit a marketing authorization application for any Licensed Product in the Field in Italy (whether to the EMA under the centralized EMA filing procedure or to the applicable Regulatory Authority in Italy), Alzheon shall so notify the Licensor in writing and deliver a copy of such application to the Licensor (the “Option Trigger Notice”). The Licensor may exercise the Option with respect to the Licensed Products by delivering written notice thereof (the “Option Exercise Notice”) to Alzheon no later than [ * ] after receiving the Option Trigger Notice (the “Option Exercise Deadline”).

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

12.


  (a)

If the Licensor delivers an Option Exercise Notice to Alzheon prior to the Option Exercise Deadline, then Alzheon and the Licensor shall thereafter negotiate in good faith and attempt to agree upon a distribution and commercialization agreement in a mutually-agreed form, pursuant to which Alzheon shall grant the Licensor an exclusive, royalty-free, fully paid-up license under the Licensed Technology and Improvements to commercialize the Licensed Products in the Field in Italy (the “Italy Commercialization Agreement”). The Italy Commercialization Agreement shall contain commercially reasonable, arms-length terms and conditions customary to the distribution and commercialization of products similar to the Licensed Products and shall include the terms set forth on Exhibit A attached hereto. [ * ].

 

  (b)

If (i) the Licensor notifies Alzheon prior to the Option Exercise Deadline that it will not exercise the Option or (ii) the Licensor fails to deliver an Option Exercise Notice to Alzheon on or prior to the Option Exercise Deadline, then Alzheon shall thereafter be free to commercialize the Licensed Products in the Field in Italy or to engage any Third Party to undertake all or any portion of such commercialization activities and the Licensor shall thereafter have no further rights under this Section 3.2.2 or otherwise with respect to the commercialization of the Licensed Products in Italy.

 

3.3

Updates and Reports. During the Term, Alzheon shall keep the Licensor currently, and no less frequently than [ * ], advised of its (and its Affiliates’ and sublicensees’) Development and commercialization activities with respect to the Licensed Products in the Field in the Territory. Without limiting the generality of the foregoing, Alzheon shall provide to the Licensor:

 

  3.3.1

on a [ * ] basis, written materials summarizing the activities undertaken by or on behalf of Alzheon with respect to the Development and commercialization of Licensed Products in the Field in the Territory, which materials shall include a reasonably detailed description of Alzheon’s efforts to achieve the diligence obligations set forth in Section 3.1.2;

 

  3.3.2

prompt written notice of the obtaining of any Regulatory Approval in relation to any Licensed Product in the Territory;

 

  3.3.3

prompt written notice of the occurrence of the First Commercial Sale of any Licensed Product in each country and jurisdiction of the Territory; and

 

  3.3.4

prompt written notice upon the receipt of any Licensing Revenue.

Alzheon shall be deemed to be in compliance with the requirements of this Section 3.3 so long as it provides the information and notices described above in Sections 3.3.1 through 3.3.4, as well as any additional information requested by the Licensor that is [ * ].

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

13.


3.4

Ownership of Submissions and Regulatory Approvals. Subject to Section 11.6, Alzheon shall own all Regulatory Approvals for Licensed Products and any other submissions to any Regulatory Authority with respect to the Licensed Product in the Field in the Territory.

 

3.5

Complaints; Recalls. During the Term, Alzheon shall be responsible for all matters relating to recalls and medical inquiries relating to the Licensed Products in the Field in the Territory and shall do so in conformity with all applicable Laws.

 

3.6

Adverse Drug Events. During the Term, Alzheon shall be responsible for all matters relating to the reporting of adverse events concerning the Licensed Products in the Territory, including the creation and maintenance of global safety database(s) for adverse drug events, and shall do so in conformity with all applicable Laws.

 

4.

PAYMENTS AND ROYALTIES

 

4.1

Royalty and Licensing Payments

 

  4.1.1

Royalty and Licensing Rates. In consideration of the grant of the license and the covenants and representations hereunder, and subject to the other terms of this Agreement. Alzheon shall pay to the Licensor the aggregate of (i) during the Royalty Term for any Licensed Product in any country in the Territory, a royalty amount equal to [ * ] of Net Sales of such Licensed Product in such country (the “Royalties”) and (ii) during the Term, [ * ] of all Licensing Revenues. For the sake of clarity, if any Licensing Revenue is received by an Affiliate or a sublicensee of Alzheon and such Affiliate or sublicensee pays a portion of such Licensing Revenue to Alzheon, Alzheon shall be required to pay the Licensor an amount equal to [ * ] of the total amount of Licensing Revenue received by such Affiliate or sublicensee, regardless of the amount paid to Alzheon. For example, if an Affiliate or sublicensee of Alzheon receives total consideration of [ * ] in Licensing Revenue and pays Alzheon [ * ] of such Licensing Revenue pursuant to the terms of the agreement between Alzheon and such Affiliate or sublicensee, then Alzheon would only be required to pay the Licensor [ * ] of Licensing Revenue received by such Affiliate or sublicensee.

 

  4.1.2

Payments under the Parteq Agreement and the TPC Agreement. In further consideration of the grant of the license and the covenants and representations hereunder, and subject to the other terms of this Agreement, for the duration of the Term, Alzheon shall pay, in accordance with Section 8.3, any amounts due or that may become due by the Licensor under the Parteq Agreement and the TPC Agreement as a result of the Development or commercialization of the Licensed Products by Alzheon or any of its sublicensees pursuant to this Agreement (the “Third Party Payments”). Any such Third Party Payments shall be calculated in accordance with the relevant provisions of the Parteq Agreement or the TPC Agreement, as applicable.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

14.


4.2

Third Party Licenses. If (a) Alzheon reasonably determines that it is [ * ] to obtain a license from a Third Party under a Patent Right or other right to Develop, manufacture or commercialize a Licensed Product in the Field in the Territory and (b) the Licensor is commercializing the Licensed Products in Italy pursuant to the Italy Commercialization Agreement, then Alzheon shall be responsible for payment of any amounts owed to such Third Party pursuant to such license and the Licensor shall reimburse Alzheon [ * ], provided that the [ * ].

 

4.3

Fully Paid-Up, Royalty Free Licenses. Following the expiration of the Royalty Term for any Licensed Product in any country or other jurisdiction in the Territory, no further Royalties shall be payable in respect of Sales of such Licensed Product in such country or jurisdiction and, thereafter, the licenses granted to Alzheon under this Agreement with respect to such Licensed Product in such country or jurisdiction shall automatically become fully paid-up, perpetual, irrevocable, royalty-free, non-exclusive licenses.

 

4.4

Payment Terms

 

  4.4.1

Payment of Royalties and Licensing Revenues. Alzheon shall make any payments owed to the Licensor hereunder in arrears, within [ * ] from the end of each calendar quarter in which such payment accrues. Each payment shall be accompanied by a report for each country in the Territory in which sales of Licensed Products occurred and/or with respect to which Licensing Revenues were received in the calendar quarter covered by such statement, specifying: (a) the gross sales and Net Sales of each Licensed Product, if any, in such country’s currency; (b) the Royalties and Licensing Revenue payable to the Licensor in Canadian dollars; and (c) the calculation of any Third Party Payments due with respect to such country.

 

  4.4.2

No Payment Due. For greater certainty, no Royalties shall be due to Licensor on Licensed Products which were not Sold; i.e. Licensed Products that were returned or that were provided to an end-user without financial consideration, such as a sample, for example.

 

  4.4.3

Accounting. All payments hereunder shall be made to the Licensor in Italy in Canadian dollars. Conversion of foreign currency to Canadian dollars, if applicable, shall be made at the conversion rate of the Bank of Canada on the last business day of the calendar quarter preceding the applicable calendar quarter.

 

  4.4.4

Interest. In the event that any payment due hereunder is not made when due, interest shall accrue at a rate per annum equal to the lesser of [ * ], calculated on the number of days such payments are paid after the date such payments are due and compounded monthly.

 

  4.4.5

Taxes. All payments paid by Alzheon to the Licensor under this Agreement are exclusive of, and Alzheon shall pay any sales, use, rental, custom, value added, consumption or other taxes, duties, levies, fees or charges that may be assessed in any jurisdiction resulting from or arising under this Agreement, except for

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

15.


  withholding taxes (to the extent applicable) which Alzheon shall be permitted to deduct from the applicable payments prior to making such payments to the Licensor. The Licensor shall collect and remit such taxes, duties, levies, fees or charges as required under applicable Law.

 

4.5

Records Retention; Review

 

  4.5.1

Payments. Alzheon and its Affiliates shall keep for at least [ * ] from the end of the calendar year to which they pertain, complete and accurate books and records sufficient to support and confirm the calculation of gross invoiced sales, Net Sales, exchange rates, Royalties, Licensing Revenues and Third Party Payments under this Article 4.

 

  4.5.2

Review. At the request of the Licensor or Bellus (the “Auditing Party”), upon at least [ * ] prior written notice, and at the expense of the Auditing Party (except as otherwise provided herein), Alzheon shall permit an independent certified accounting firm selected by the Auditing Party, and reasonably acceptable to Alzheon, to inspect (during regular business hours) the relevant records required to be maintained by Alzheon and its Affiliates under this Section 4.5. The independent certified accounting firm shall be entitled to review the then-preceding [ * ] of records required to be maintained by Alzheon and its Affiliates under this Section 4.5 solely for purposes of verifying the accuracy of the reports submitted by Alzheon pursuant to Section 4.4.1 and the Licensing Revenues, Royalties and Third Party Payments due hereunder. Such right may be exercised by the Auditing Parties only [ * ]. If any review reveals a deficiency in the calculation of payments resulting in an underpayment to the Licensor, Alzheon shall promptly pay the Licensor the amount remaining to be paid, and if such underpayment is by [ * ] or more for [ * ], Alzheon shall pay the reasonable documented out-of-pocket expenses of the review. Any independent certified accounting firm that performs an inspection pursuant to this Section 4.5.2 shall enter into a written confidentiality agreement with Alzheon on terms substantially similar to those set forth in Article 5 of this Agreement.

 

  4.5.3

[ * ].

 

5.

TREATMENT OF CONFIDENTIAL INFORMATION

 

5.1

Confidentiality Obligations. The Licensor and Alzheon each recognize that the other Party’s Confidential Information constitutes highly valuable and proprietary confidential information. The Licensor and Alzheon each agree that it will keep confidential, and will cause its officers, employees, consultants, agents, Affiliates, licensees and sublicensees to keep confidential, all Confidential Information of the other Party. Neither the Licensor nor Alzheon nor any of their respective officers, employees, consultants, agents, Affiliates, licensees or sublicensees shall use Confidential Information of the other Party for any purpose whatsoever other than exercising any rights granted to it or reserved by it hereunder or performing its obligations hereunder. Without limiting the foregoing, each Party may disclose Confidential Information of the other Party to the extent such

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

16.


  disclosure is reasonably necessary in (a) filing and prosecuting patent applications and maintaining patents which are filed in accordance with the provisions of this Agreement, or (b) filing, prosecuting or defending litigation in accordance with the provisions of this Agreement, or (c) complying with applicable Laws, regulations, court orders or the requirements of any nationally recognized security exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded; provided, however, that if a Party is required to make any such disclosure of the other Party’s Confidential Information, it will give reasonable advance written notice to the other Party of such disclosure requirement and will use reasonable efforts to assist such other Party in efforts to secure confidential treatment of such information required to be disclosed.

 

5.2

Limited Disclosure and Use. The Licensor and Alzheon each agree that it may disclose the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, consultants or agents, provided that such disclosure shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations under this Agreement; (b) be limited to the maximum extent possible consistent with such rights and obligations; and (c) only be made to Persons who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5. The Licensor and Alzheon each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed), except (i) as otherwise required by Law, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees or sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information with less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] of the termination or expiration of this Agreement; provided, however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Licensed Technology which survives such termination, and one copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

 

5.3

Bankruptcy Procedures. All Confidential Information disclosed by one Party to the other, including all intellectual property rights therein, shall remain the property of the Disclosing Party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of either Party in connection with an Insolvency Event with respect to such Party, the bankrupt or insolvent Party shall promptly notify the court or other tribunal (a) that Confidential Information received from the other Party under this

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

17.


  Agreement remains the property of the other Party and (b) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent Party shall, to the extent permitted by Law, take all steps necessary or desirable to maintain the confidentiality of the other Party’s Confidential Information and to ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement.

 

5.4

Publicity. Subject to the terms hereof including, without limitation, Section 5.1, neither Party may publicly disclose the existence or terms or any other matter of fact regarding this Agreement or the Bellus License Agreement without the prior written consent of the other Party; provided, however, that either Party may make such a disclosure (a) to the extent required by Law or any regulation or requirements of any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded; (b) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5; or (c) to persons or entities permitted disclosure of Confidential Information pursuant to Section 5.2, but only to the extent and on the same terms and conditions as set forth in Section 5.2. In the event that a Party is required to disclose the existence or terms or any other matter of fact regarding this Agreement in accordance with clause (a) of this Section 5.4, it will, to the extent permitted, provide reasonable advance written notice to the other Party of such disclosure requirement and will use reasonable efforts to assist such other Party in efforts to secure confidential treatment of such information required to be disclosed.

 

5.5

Use of Name. Neither Party shall employ or use the name of the other Party in any promotional materials or advertising without the prior express written permission of the other Party as to each such use, except as otherwise previously set forth in a permitted disclosure pursuant to Section 5.4.

 

6.

GOVERNANCE

 

6.1

Alliance Managers. Promptly after the Effective Date, each Party shall designate a single representative to manage all of the activities contemplated under this Agreement. Such designated representatives will be responsible for the day-to-day coordination of the activities of the Parties with respect to the Licensed Products and will serve to facilitate communication between the Parties. Such designated representatives shall have experience and knowledge appropriate for managers with such project management responsibilities. Each Party may change its designated representative from time to time upon notice to the other Party.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

18.


7.

PROVISIONS CONCERNING THE FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS

 

7.1

Patent Filing, Prosecution and Maintenance.

 

  7.1.1

Alzheon Responsibilities. Subject to the terms of Sections 7.2, 7.3 and 7.4, the Parties agree that Alzheon shall prepare, file, prosecute, obtain and maintain, [ * ] and acting through patent attorneys or agents of its choice, all Licensed Patent Rights with respect to the patents and patent applications listed in Schedule B attached hereto and all Patent Rights with respect to Improvements (the “BLU8499 Patent Rights”) throughout the Territory. The Licensor hereby assigns to Alzheon on the Effective Date all of its rights under the Bellus License Agreement with respect to the preparation, filing, prosecuting, obtaining and maintenance of the BLU8499 Patent Rights (other than such rights that are sublicensed to Alzheon pursuant to Section 2.1), and Alzheon acknowledges and agrees that all such rights, and Alzheon’s obligations with regard thereto, shall at all times be subject to the applicable terms and conditions of the Bellus License Agreement. In the event that Alzheon at any time or from time to time determines not to maintain any BLU8499 Patent Right in any country or other jurisdiction in the Territory and such determination is not made for legitimate strategic reasons, it shall provide the Licensor with prior written notice of the same (given not less than [ * ] prior to any applicable deadline with respect to maintaining any such right in the applicable Territory), in which case the Licensor may, by notice in writing, thereafter prepare, file, prosecute, obtain and maintain such BLU8499 Patent Right on its own behalf and [ * ].

 

  7.1.2

Licensor Responsibilities. Subject to the terms of Sections 7.2, 7.3 and 7.4, the Parties agree that, as between the Parties, the Licensor shall prepare, file, prosecute, obtain and maintain, [ * ] and acting through patent attorneys or agents of its choice, all Licensed Patent Rights other than the BLU8499 Patent Rights, including the Patent Rights with respect to the patents and patent applications listed on Schedule A (the “Other Licensed Patent Rights”), throughout the Territory; provided, however, that the Parties acknowledge and agree that Bellus shall prepare, file, prosecute, obtain and maintain, [ * ] and acting through patent attorneys or agents of its choice, the Other Licensed Patent Rights that are Controlled by the Licensor pursuant to the Bellus License Agreement. In the event that the Licensor or Bellus at any time or from time to time determines not to maintain any Other Licensed Patent Rights in any country or other jurisdiction in the Territory [ * ], the Licensor shall provide Alzheon with prior written notice of the same (given not less than                [ * ] prior to any applicable deadline with respect to maintaining any such right in the applicable Territory), in which case Alzheon may, by notice in writing to the Licensor, thereafter prepare, file, prosecute, obtain and maintain such Other Licensed Patent Rights on its own behalf and [ * ].

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

19.


7.2

Expense Reimbursement. Alzheon shall reimburse to the Licensor [ * ] per year in connection with all preparation, filing, prosecution and maintenance costs incurred by the Licensor and/or Bellus with respect to the Other Licensed Patent Rights resulting from Section 7.1.2. The aforementioned [ * ] shall be reduced to [ * ] for the calendar years                [ * ] (inclusively) and further reduced to [ * ] for calendar years [ * ] and following (until    [ * ]).

 

7.3

Cooperation. The Parties agree to cooperate in the preparation, filing, prosecution and maintenance of all patent applications within the Licensed Patent Rights, including obtaining and executing necessary powers of attorney and assignments by the named inventors, providing relevant technical reports to the filing Party concerning the invention disclosed in such patent application, obtaining execution of such other documents which shall be needed in the filing and prosecution of such patent applications, and, as requested, updating each other regarding the status of such patent applications. Without limiting the generality of the foregoing, each Party shall keep the other Party reasonably informed of the status of the filing, prosecution and maintenance of each patent and patent application within the Licensed Patent Rights, including [ * ].

 

7.4

Divisional and Continuation. The Parties agree that, upon Alzheon’s request, the Licensor shall pursue additional patent claims under the Other Licensed Patent Rights through the filing of one or more divisionals or continuations in order to provide protection in respect of a product being developed by Alzheon. Alzheon shall promptly (and in any event within [ * ] of presentation of an invoice therefor by the Licensor) pay [ * ] incurred by the Licensor in connection with such request (including, without limitation, [ * ]). Alzheon may direct the drafting of such divisionals and continuations and review and comment on such filings, provided that, subject to Section 7.1.2, Alzheon shall have final decision making authority in all matters relating to the drafting, reviewing and approving of filings made in relation to such divisionals and continuations. [ * ]. For avoidance of doubt, any preparation, filing, prosecution, obtaining and maintaining obligations with respect to any divisional and continuation related to the BLU8499 Patent Rights shall be subject to the provisions of Section 7.1.1.

 

7.5

Notice of Infringement. If, during the Term, either Party learns of any actual, alleged or threatened infringement by a Third Party of any Licensed Patent Rights in the Territory (an “Infringement”), such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such Infringement.

 

7.6

Infringement of Patent Rights. As between the Parties, Alzheon shall have the first right (but not the obligation), at Alzheon’s expense and with legal counsel of its own choice, to bring suit or take other appropriate legal action (an “Action”) against any Infringement. The Licensor hereby assigns to Alzheon on the Effective Date all of its rights under the Bellus License Agreement to take Action against any Infringement, and Alzheon acknowledges and agrees that all such rights, and Alzheon’s obligations with regard thereto, shall at all times be subject to the applicable terms and conditions of the Bellus License Agreement. Licensor shall have the right, at its own expense, to participate in any such Action by Alzheon using counsel of Licensor’s own choice; provided, however,

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

20.


  that under no circumstances shall the foregoing affect the right of Alzheon to bring an Action against any Infringement. [ * ]. Under no circumstances shall Alzheon be entitled to settle any Action in the Territory in respect of Licensed Patent Rights in any way that would                [ * ] without the prior written consent of the Licensor, which consent shall not be unreasonably withheld or delayed. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any Action taken under this Section 7.6, in respect of the Territory, shall be applied as follows:

 

  (a)

[ * ]; and

 

  (b)

[ * ].

If a Party brings any Action under this Section 7.6, the other Party agrees to be joined as party plaintiff if necessary to prosecute such Action, and to give the Party bringing such Action reasonable assistance and authority to file and prosecute the suit; provided, however, that neither Party shall be required to [ * ].

 

7.7

Third Party Claims.

 

  7.7.1

If the Development or commercialization of a Licensed Product is alleged by a Third Party to infringe a Third Party Patent Right or misappropriate Third Party Know-How, the Party that becomes aware of such allegation shall promptly notify the other Party and shall provide such other Party with a reasonably detailed description of such claim. If a Third Party sues a Party (the “Sued Party”) alleging that the Development or commercialization of a Licensed Product by or on behalf of the Sued Party infringes such Third Party’s Patent Right(s) or misappropriates such Third Party’s Know-How, then the Sued Party shall have the sole right (but not the obligation) to defend such suit. At the Sued Party’s request and cost, the other Party shall reasonably assist the Sued Party in the defense of such Third Party suit and shall join such suit if deemed a necessary party. If the other Party does not join such Third Party suit, then the Sued Party shall report the status of such Third Party suit to the other Party on a quarterly basis prior to and during the pendency of such Third Party suit. If Alzheon is the Sued Party, then Alzheon shall not settle such Third Party suit in any way that would [ * ] without the prior written consent of the Licensor, as applicable, which consent shall not be unreasonably withheld or delayed. If the Licensor is the Sued Party, then the Licensor shall not settle such Third Party suit in any way that would [ * ] without the prior written consent of Alzheon, which consent shall not be unreasonably withheld or delayed. Subject to the Parties’ respective indemnification obligations under Article 10, all litigation expenses associated with a Third Party suit (including settlement costs, royalties paid in settlement of such suit and the payment of damages to the Third Party) shall be [ * ]. In the event that a Sued Party desires to settle a Third Party suit but such settlement would [ * ], then such other Party shall be, notwithstanding the foregoing, [ * ]. For avoidance of doubt, such other Party shall be required to [ * ].

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

21.


  7.7.2

The Licensor hereby assigns to Alzheon on the Effective Date all of the Licensor’s rights under Section 7.7 of the Bellus License Agreement with respect to any Third Party suits brought against Bellus alleging that the Development or commercialization of a Licensed Product by or on behalf of Bellus infringes a Third Party Patent Right or misappropriates Third Party Know-How and such Licensed Product is being Developed and/or commercialized by Alzheon pursuant to this Agreement. Alzheon acknowledges and agrees that all such rights, and Alzheon’s obligations with regard thereto, shall at all times be subject to the applicable terms and conditions of the Bellus License Agreement.

 

7.8

Covenant Not to Take Action Adverse to Licensed Technology. Alzheon hereby covenants and agrees (and, with respect to its Affiliates, licensees and sublicensees, represents and warrants) that neither it nor any of its Affiliates, licensees or sublicensees shall institute or participate in, or assist any Third Party to institute or participate in, formal proceedings against, or otherwise take any action adverse to, the Licensor’s or any of its Affiliates’, licensees’ or sublicensees’ rights or asserted rights in respect of the Licensed Technology, including the Licensed Patent Rights, including without limitation through any interference or similar proceeding, or in connection with any challenge to the ownership, validity or enforceability of the Licensed Technology, including the Licensed Patent Rights or any claims thereof.

 

8.

REPRESENTATIONS, WARRANTIES AND COVENANTS

 

8.1

Licensor Representations. The Licensor represents and warrants to Alzheon that, as of the Effective Date:

 

  8.1.1

it is a corporation or entity duly organized and validly existing under the Laws of the state or other jurisdiction of its incorporation or formation;

 

  8.1.2

the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate actions;

 

  8.1.3

this Agreement is a legal and valid obligation binding upon the Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which the Licensor is a party of or by which it is bound;

 

  8.1.4

it has the power and authority to perform its obligations hereunder;

 

  8.1.5

it has the full right, power and authority to grant all of the rights, title and interests in the licenses granted to Alzheon hereunder;

 

  8.1.6

the Licensor is the sole owner of the Licensed Technology or Controls the Licensed Technology (i.e., has sufficient rights to grant to Alzheon the licenses and sublicenses contemplated by this Agreement);

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

22.


  8.1.7

the Licensor has not received any written notice or threat of any material suit, legal claim, action, proceeding (other than patent oppositions) or investigation against the Licensor or any of its Affiliates that relates to any Licensed Product;

 

  8.1.8

the Licensor has not received any written notice threatening any orders, injunctions or decrees of any Regulatory Authority or other governmental body applicable to any of the Licensed Products;

 

  8.1.9

the Licensor is not actually aware of, nor has Licensor received any written notice of, any allegations or claims that the Licensed Technology infringes or misappropriates any intellectual property right of any Third Party;

 

  8.1.10

none of the Licensed Patent Rights have been adjudged invalid or unenforceable in whole or in part, other than abandoned patents;

 

  8.1.11

the Licensor has not received any written notice of any suit, claim, action or proceeding challenging or seeking to deny or restrict, directly or indirectly, the rights of the Licensor or any of its Affiliates in any of the Licensed Technology;

 

  8.1.12

to the Licensor’s knowledge, no Third Party is infringing or misappropriating the Licensed Technology;

 

  8.1.13

except as disclosed by the Licensor to Alzheon prior to the Effective Date, none of the following events have occurred with respect to any Licensed Product: (a) any material failure to comply with any regulatory requirement applicable to the conduct of a clinical trial involving the Licensed Product, (b) any material failure to comply with the protocol or applicable ethical standards for any clinical trial involving the Licensed Product; (c) any unexpected adverse drug reaction occurring during any clinical trial involving the Licensed Product that the Licensor suspected was drug-related; or (d) any serious adverse drug event concerning the Licensed Product;

 

  8.1.14

the Licensor has provided Alzheon with a complete copy of the License Agreement dated January 1, 1999 between Parteq Research and Development Innovations and Neurochem Inc., including all amendments and supplements thereto (the “Parteq LA”), and the Assignment Agreement dated February 1, 2006 between Parteq Research and Development Innovations and Neurochem Inc., including all amendments and supplements thereto (the “Parteq AA” and collectively with the Parteq LA, the “Parteq Agreement”);

 

  8.1.15

the Parteq LA was terminated, replaced and superseded in all respects by the Parteq AA;

 

  8.1.16

the Licensor has provided Alzheon with a complete copy of the Contribution Agreement dated November 17, 1999 between Her Majesty the Queen in Right of Canada and Neurochem Inc., related to TPC Project No: 720-460609, including all amendments and supplements thereto (the “TPC Agreement”);

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

23.


  8.1.17

each of the Parteq AA and TPC Agreement are in full force and effect, and has not been modified or amended except as set forth in the amendments and supplements provided to Alzheon prior to the Effective Date, and no party to the Parteq AA or the TPC Agreement is in default with respect to any material obligation thereunder;

 

  8.1.18

[ * ];

 

  8.1.19

the Licensor has provided Alzheon with a complete copy of the Vivimind License Agreement; and

 

  8.1.20

the Licensor has provided Alzheon with a complete copy of the Bellus License Agreement.

 

8.2

Alzheon Representations. Alzheon represents and warrants to the Licensor that, as of the Effective Date:

 

  8.2.1

it is a corporation or entity duly organized and validly existing under the Laws of the state or other jurisdiction of its incorporation or formation;

 

  8.2.2

the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate corporate actions of Alzheon;

 

  8.2.3

this Agreement is a legal and valid obligation binding upon Alzheon and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Alzheon is a party of or by which it is bound;

 

  8.2.4

it has the power and authority to perform its obligations hereunder; and

 

  8.2.5

to Alzheon’s knowledge, no Third Party is infringing or misappropriating the Licensed Technology.

 

8.3

Licensor Covenants.

 

  8.3.1

The Licensor shall not execute or otherwise permit any amendment or modification of, or waiver of any provision of, the Bellus License Agreement without the prior written consent of Alzheon. The Licensor shall take all actions reasonably necessary to enforce and maintain its rights under the Bellus License Agreement. The Licensor shall not make any election or exercise any right or option (or omit to take any action) which would terminate or relinquish in whole or in part any right under the Bellus License Agreement. The Licensor shall comply with all of its obligations under the Bellus License Agreement, including by paying all amounts due to Bellus thereunder. The Licensor shall take such actions as shall be necessary to keep in full force and effect the Bellus License

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

24.


  Agreement. The Licensor shall give prompt notice to Alzheon, together with a detailed summary of outstanding issues if Alzheon so requests, of any notice received from or given to Bellus of any actual or alleged defaults, breaches, violations, proposed amendments or proposed modifications of, or any proposed waivers under, the Bellus License Agreement. In the event that the Licensor receives any such notice from Bellus regarding an actual or alleged default, breach or violation by the Licensor, the Licensor shall promptly notify Alzheon, and [ * ] cure such default, breach or violation or otherwise proceed.

 

  8.3.2

The Licensor shall not license, sell, assign or otherwise transfer to any Person (including any Affiliate of the Licensor) any Licensed Technology, or assign or otherwise transfer the Bellus License Agreement or any of its rights or obligations thereunder to any Person (including any Affiliate of the Licensor) (or agree to do any of the foregoing) except to the extent permitted by, and in compliance with, Section 13.7. The Licensor shall not incur or permit to exist (and shall cause each of its Affiliates not to incur or permit to exist), with respect to any Licensed Technology, any lien, encumbrance, charge, security interest, mortgage, liability, grant of license to Third Parties or other restriction (including in connection with any indebtedness).

 

  8.3.3

The Licensor shall not, without the prior written consent of Alzheon (which consent shall not be unreasonably withheld or delayed), amend the Vivimind License Agreement in a manner [ * ]. The Licensor shall notify Alzheon promptly following any termination of the Vivimind License Agreement.

 

  8.3.4

In the event that the Licensor receives notice from Bellus that it intends to amend the Parteq Agreement or the TPC Agreement, the Licensor shall promptly notify Alzheon, and [ * ].

 

  8.3.5

Neither the Licensor nor any of its Affiliates shall conduct, or assist, authorize or enable any Third Parties to conduct, any development of any Vivimind Product in the Vivimind Field other than development of products containing a Vivimind Product or a salt thereof in combination with another nutraceutical or dietary supplement for the Vivimind Field.

 

  8.3.6

Neither the Licensor nor any of its Affiliates shall seek or obtain, or enable any Third Parties to seek or obtain, regulatory approval of any Vivimind Product outside of the Vivimind Field. The Licensor shall, and shall cause its Affiliates and sublicensees, to provide Alzheon with an opportunity to review and comment on any application for regulatory approval of any Vivimind Product for the Vivimind Field at least [ * ] prior to submitting such application to the relevant Regulatory Authority and to [ * ].

 

  8.3.7

The Licensor shall perform, and shall cause its Affiliates and sublicensees to perform, all activities with respect to the commercialization of the Vivimind Product in accordance with applicable Laws.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

25.


  8.3.8

The Licensor shall keep Alzheon currently, and no less frequently than [ * ], advised of its (and its Affiliates’ and sublicensees’) development and commercialization activities with respect to the Vivimind Products in the Vivimind Field in the Territory. Without limiting the generality of the foregoing, the Licensor shall provide to Alzheon:

 

  (a)

on a [ * ] basis, written materials summarizing the activities undertaken by or on behalf of the Licensor with respect to the development and commercialization of Vivimind Products in the Vivimind Field in the Territory;

 

  (b)

prompt written notice of the obtaining of any regulatory approval in relation to any Vivimind Product in the Territory; and

 

  (c)

prompt written notice of the occurrence of the sale of any Vivimind Product in the Vivimind Field in each country and jurisdiction of the Territory.

 

  8.3.9

The Licensor shall promptly report to Alzheon any negative health effects associated with the use of any Vivimind Product in the Vivimind Field of which the Licensor becomes aware. Upon Alzheon’s request, the Parties shall meet and discuss the appropriate actions to be taken in response to such negative health effects, including whether the Vivimind Product should be recalled or withdrawn from the market, and the Licensor shall reasonably consider any suggestions or recommendations made by Alzheon.

 

  8.3.10

In the event that [ * ] and [ * ], then the Option granted to the Licensor under Section 3.2.2 or, if the Option has been exercised and the Parties have executed the Italy Commercialization Agreement, the Italy Commercialization Agreement shall terminate automatically upon the expiration of such [ * ] period without any further action by Alzheon.

 

8.4

Alzheon Covenants. In accordance with Section 4.1.2, Alzheon shall assume any and all of the payment and notice obligations set forth in the Parteq Agreement and the TPC Agreement with respect to the Third Party Payments. Licensor shall have the right from time to time (i) to cause Alzheon to direct any Third Party Payment required pursuant to the Parteq Agreement or the TPC Agreement to be paid to the Licensor, which the Licensor shall then pay to the beneficiary thereof on its own behalf under the terms of said agreements or (ii) to cause Alzheon to direct any Third Party Payment required pursuant to the Parteq Agreement or the TPC Agreement directly to the beneficiary thereof under the terms of said agreements.

 

8.5

No Other Warranties.

 

  8.5.1

Except as expressly set forth in Section 8.1 above, nothing in this Agreement is or shall be construed as a warranty or representation by the Licensor: (a) as to the ownership, validity or scope of the Licensed Technology, including the Licensed

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

26.


  Patent Rights and Licensed Know-How hereunder; or (b) that anything used, Developed, modified, enhanced, improved, manufactured, sold, offered for sale, distributed or otherwise disposed of under any license granted pursuant to this Agreement is or will be free from infringement or misappropriation of patents, trademarks, copyrights and other rights of Third Parties.

 

  8.5.2

EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 8, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE LICENSOR EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. IN PARTICULAR, EACH PARTY ACKNOWLEDGES THAT THE RIGHTS GRANTED TO SUCH PARTY HEREIN ARE PROVIDED “AS IS, WHERE IS”.

 

9.

INSURANCE

 

9.1

During the Term, each Party shall carry and maintain at its expense, general comprehensive all risk insurance and product liability insurance, in an amount not less than [ * ] per occurrence. All such insurance shall (a) be issued by insurers of recognized responsibility and who are reasonably acceptable by the other Party, (b) [ * ], and (c) contain a specific clause whereby the other Party shall be notified by the insurer at least [ * ] before any cancellation or termination of any such insurance and a certificate of insurance evidencing same shall be delivered to the other Party prior to any payment being made by the other Party hereunder. Notwithstanding the foregoing, Alzheon shall not be obliged to carry product liability insurance until it commences testing of any Licensed Product in humans.

 

9.2

Neither the failure of a Party to comply with any or all of the insurance provisions of this Agreement nor the failure to secure endorsements on the policies as may be necessary to carry out the terms and provisions of this Agreement shall be construed to limit or relieve such Party of any of its obligations under this Agreement including, without limitation, those set out in this Article 9.

 

10.

INDEMNIFICATION AND LIMITATION OF LIABILITY

 

10.1

Alzheon Indemnity. Alzheon shall indemnify, defend and hold harmless the Licensor, its Affiliates and their respective successors, heirs and assigns (the “Licensor Indemnitees”) from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon such the Licensor Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters, to the extent arising out of (a) any actions or omissions, or alleged actions or omissions, of Alzheon and its Affiliates in connection with the use,

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

27.


  Development, making, modification, enhancement or improvement of the Licensed Technology or the Licensed Products, or the use, manufacture, marketing, Sale, offering for Sale, importation or distribution of the Licensed Products, including any claims that any such actions or omissions, or alleged actions or omissions, infringe or misappropriate any Third Party intellectual property rights; (b) any breach or alleged breach of a representation or warranty of Alzheon set forth herein; (c) any breach or alleged breach of this Agreement by Alzheon or, with respect to any Affiliate of Alzheon, any act or omission that would constitute a breach of this Agreement were such act or omission Alzheon’s own; or (d) the gross negligence or willful misconduct on the part of any Alzheon Indemnitee, except in each case to the extent caused by the gross negligence or willful misconduct of any Licensor Indemnitee (including the Licensor) or by breach of this Agreement by the Licensor.

 

10.2

Licensor Indemnity. The Licensor shall indemnify, defend and hold harmless Alzheon, its Affiliates and their respective successors, heirs and assigns (the “Alzheon Indemnitees”) from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon such Alzheon Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters, to the extent arising out of (a) any actions or omissions, or alleged actions or omissions, of the Licensor, or its Affiliates, licensees or sublicensees, in connection with the use, development, making, modification, enhancement or improvement of the Licensed Technology or the Licensed Products outside the Field or the Vivimind Products for the Vivimind Field, or the use, manufacture, marketing, Sale, offering for Sale, importation or distribution of the Licensed Products outside the Field or the Vivimind Products in the Vivimind Field, including any claims that any such actions or omissions, or alleged actions or omissions, infringe or misappropriate any Third Party intellectual property rights; (b) any breach or alleged breach of a representation or warranty of the Licensor set forth herein; (c) any breach or alleged breach of this Agreement by the Licensor or, with respect to any Affiliate of the Licensor, any act or omission that would constitute a breach of this Agreement were such act or omission the Licensor’s own; or (d) the gross negligence or willful misconduct on the part of any Licensor Indemnitee, except in each case to the extent caused by the gross negligence or willful misconduct of any Alzheon Indemnitee (including Alzheon) or by breach of this Agreement by Alzheon.

 

10.3

Indemnification Procedures. In the event that any Indemnitee is seeking indemnification under Section 10.1 or 10.2 above from a Party (the “Indemnitor”), the Indemnitee shall notify the Indemnitor of such claim with respect to such Indemnitee as soon as reasonably practicable after the Indemnitee receives notice of the claim. The Indemnitor (on behalf of itself and such Indemnitee) shall, at its sole cost and expense, have full control of and authority over the defense of the claim (including the right to settle the claim) and the other Party and the Indemnitee shall, at their own expense, cooperate as requested by the Indemnitor in the defense of the claim; provided, however, that the Indemnitee shall have the right to participate in (but not control) and be represented in any suit or action by independent counsel at its own expense and provided, further, that the Indemnitor may not settle such claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed, to the extent that such settlement materially affects the Indemnitee’s rights or obligations hereunder.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

28.


10.4

Consequential Damages. EXCEPT WITH RESPECT TO ANY BREACH OF ARTICLE 5 OR INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR BUSINESS INTERRUPTION, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE OR FOR NEGLIGENCE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENSED TECHNOLOGY OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT EVEN IF ANY REPRESENTATIVE OF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

 

10.5

Maximum Extent. THE TERMS OF THIS ARTICLE 10 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THIS AGREEMENT OR ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

 

11.

TERM AND TERMINATION

 

11.1

Term; Expiration. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated under this Article 11, shall continue in full force and effect until the expiration of the last-to-expire Royalty Term (the “Term”).

 

11.2

Termination for Breach of Payment. This Agreement and the rights granted herein may be terminated by the Licensor upon any breach of any payment obligation hereunder by Alzheon, effective [ * ] after giving written notice to Alzheon of such termination. If such default or breach is cured within the foregoing [ * ], the notice shall be deemed automatically withdrawn and of no effect.

 

11.3

Remedies for Other Breach.

 

  11.3.1

Subject to Sections 11.2 and 11.4, this Agreement and the rights granted herein may be terminated by either Party upon any material breach of this Agreement by the other Party, effective [ * ] after giving written notice to the breaching Party of such termination. If such default or breach is cured within the foregoing [ * ] period, the notice shall be deemed automatically withdrawn and of no effect. Notwithstanding the foregoing, if a Party is alleged to be in material breach and disputes such allegation through the dispute resolution procedures set forth in this Agreement, then the other Party’s right to terminate this Agreement shall be tolled for so long as such dispute resolution procedures are being pursued in good faith and, if it is finally and conclusively determined that the Party is in material breach, then prior to any termination becoming effective or any remedies being enforced, the breaching Party shall have the right to cure such material breach after such determination within a [ * ] cure period.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

29.


  11.3.2

If the Licensor materially breaches this Agreement, then Alzheon may, in lieu of exercising its right to terminate pursuant to Section 11.3.1, elect to continue this Agreement and terminate the Option granted to the Licensor under Section 3.2.2 or, if the Option has been exercised and the Parties have executed the Italy Commercialization Agreement, the Italy Commercialization Agreement. Alzheon shall notify the Licensor of such election in writing prior to the expiration of the [ * ] cure period under Section 11.3.1 and the termination of the Option or Italy Commercialization Agreement, as applicable, shall take effect automatically if the Licensor’s breach or default is not cured within such [ * ] cure period.

 

11.4

Termination for Bankruptcy. This Agreement may be terminated by written notice by either Party at any time during the Term if the other Party shall file in any court or agency, pursuant to any bankruptcy and/or insolvency statute or regulation of any state, province or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within [ * ] after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors (each, an “Insolvency Event”).

 

11.5

Alzheon Right of Termination. This Agreement may be terminated in its entirety at any time by Alzheon for any reason, effective upon at least [ * ] prior written notice to the Licensor.

 

11.6

Effects of Termination.

 

  11.6.1

Termination by the Licensor for any Reason or by Alzheon without Cause.

 

  (a)

Upon any termination of this Agreement by the Licensor hereunder or any termination of this Agreement by Alzheon pursuant to Section 11.5, as of the effective date of such termination, all licenses and sublicenses granted by the Licensor to Alzheon hereunder (other than the licenses and sublicenses granted pursuant to Section 4.3) and each sublicense granted by Alzheon and its Affiliates hereunder shall terminate immediately and automatically unless [ * ]. Alzheon shall immediately assign and transfer to the Licensor, [ * ], all of Alzheon’s right, title and interest in and to all Regulatory Approvals and other submissions to Regulatory Authorities with respect to the Licensed Products in the Territory. Alzheon shall immediately transfer to the Licensor all the Confidential Information disclosed, transferred to it, or generated by or on behalf of the Licensor in the context of this Agreement, including all copies and extracts of documents and all manifestations in whatever form, and all other data, if any, regarding clinical data, materials and information (including, without limitation, all sales and marketing materials) in the possession of Alzheon or one of its Affiliates relating to the Licensed Products or the Licensed Technology.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

30.


  (b)

The rights and obligations of the Parties under Section 7.8 shall survive the termination of this Agreement by the Licensor pursuant to Section 11.2 or 11.4.

 

  11.6.2

Termination by Alzheon for Cause.

 

  (a)

Upon any termination of this Agreement by Alzheon pursuant to Section 11.3 or 11.4, all licenses and sublicenses granted by the Licensor to Alzheon hereunder (other than the licenses and sublicenses granted pursuant to Section 4.3) and each sublicense granted by Alzheon and its Affiliates hereunder shall terminate immediately and automatically unless [ * ]. Alzheon shall immediately assign and transfer to the Licensor all of Alzheon’s right, title and interest in and to all Regulatory Approvals and other submissions to Regulatory Authorities with respect to the Licensed Product in the Territory. Alzheon shall immediately transfer to the Licensor all the Confidential Information disclosed, transferred to it, or generated by or on behalf of the Licensor in the context of this Agreement, including all copies and extracts of documents and all manifestations in whatever form, and all other data, if any, regarding clinical data, materials and information (including, without limitation, all sales and marketing materials) in the possession of Alzheon or one of its Affiliates relating to the Licensed Products or the Licensed Technology.

 

  (b)

Notwithstanding any termination by Alzheon, Alzheon shall remain liable for, and shall promptly satisfy, any and all payment obligations which accrued prior to the effective date of termination.

 

  11.6.3

Right to Sell Inventoried Licensed Products. On the date of termination, Alzheon will cease to use the Licensed Technology or to manufacture, assemble, market, Sell, import or distribute the Licensed Products except and to the extent permitted by this Section 11.6.3:

 

  (a)

Except for a termination arising under Section 11.4, for a period not to exceed [ * ] following the date of termination, Alzheon may Sell any Licensed Products remaining in its inventory or stock (“Inventory Sale Period”). In such case, Alzheon will deliver to Licensor an accounting within [ * ] from expiry of the Inventory Sale Period. The accounting will specify, in or on such terms as Licensor may in its sole discretion require, the inventory or stock of Licensed Products manufactured and remaining unSold on expiry of the Inventory Sale Period. All manufactured and remaining unsold inventory or stock of Licensed Products shall be returned to Licensor at the expiry of the Inventory Sale Period, at Licensor’s cost and sole discretion.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

31.


  (b)

Subject to Section 11.6.3(a), Licensor shall provide instructions regarding any unSold Licensed Products, including having such Licensed Products stored, destroyed or Sold under its direction.

 

  (c)

Alzheon shall continue to make payments to Licensor in the same manner specified in Article 4 on all Licensed Products that are Sold in accordance with this Section 11.6.3.

 

11.7

Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 11 are in addition to any other relief and remedies available to either Party at law.

 

11.8

Surviving Provisions. Notwithstanding any provision herein to the contrary, (i) the provisions of Article 1 - Definitions, (ii) the rights and obligations of the Parties set forth in Articles 4 – Payments and Royalties, 5 - Treatment of Confidential Information, 8 – Representations and Warranties, 10 – Indemnification and Limitation of Liability, 12 – Disputes, 13 – Miscellaneous, Section 11.6 – Effects of Termination and this Section 11.8, and (iii) any rights or obligations otherwise accrued hereunder (including any accrued payment obligations) prior to the expiration or the effective date of termination of this Agreement, shall survive the expiration or termination of this Agreement for any reason.

 

12.

DISPUTES

 

12.1

Dispute Resolution Procedures. Any dispute, controversy or claim between the Parties relating to the construction and/or interpretation of this Agreement (a “Dispute”) shall be resolved in accordance with the provisions of this Article 12.

 

12.2

First Level. All Disputes (other than disputes subject to expert resolution pursuant to Section 12.5) shall be referred to a senior representative of each Party for review, consideration and resolution. If such individuals are unable to resolve the Dispute within    [ * ] after referral of the matter to them, then any of the Parties may by notice in writing submit the Dispute for resolution pursuant to Section 12.4.

 

12.3

Mediation. If the Dispute is not resolved within the period referred to in Section 12.2, the Parties shall attempt to resolve the Dispute with the aid of an impartial mediator who will attempt to facilitate resolution. The mediator shall be selected by agreement of the Parties. The mediation shall be treated as a settlement discussion and therefore shall be confidential. If the Dispute has not been resolved within [ * ] after the written notice beginning the mediation process, the mediation shall terminate and the Dispute may be submitted to arbitration in accordance with Section 12.4 within [ * ] following the termination of the mediation process by any Party by means of written notice of submission.

 

12.4

Arbitration.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

32.


  12.4.1

If any Dispute is not resolved pursuant to Section 12.3, any Party may, within [ * ] after the initiation of the procedures set forth in Section 12.3, refer such Dispute to arbitration by serving written notice of its intention to arbitrate the Dispute to the other Party.

 

  12.4.2

Arbitration of any Dispute shall be conducted in accordance with the rules of the International Chamber of Commerce (the “ICC Rules”). Such arbitration shall be conducted by one arbitrator appointed in accordance with the ICC Rules.

 

  12.4.3

All arbitrations shall take place in the City of New York, in the State of New York, in the English language.

 

  12.4.4

Any decision of the arbitrator shall be final and binding on the Parties. The costs and expenses of the arbitration shall be paid as the arbitrator determines. The Party to whom any amount is owed as a result of an award of the arbitrator shall be entitled to payment within [ * ] of the date of award.

 

  12.4.5

Each of the Parties agrees to cooperate promptly and fully with the other Party with respect to all aspects of arbitration, including the appointment of the arbitrator and compliance with any requests or orders of the arbitrator.

 

  12.4.6

During the arbitration proceeding, the Parties shall continue the performance of their respective obligations hereunder in the ordinary course.

 

  12.4.7

Each Party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, in each case pending resolution of any arbitration proceeding.

 

  12.4.8

EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY ISSUE WITHIN THE SCOPE OF THE AGREEMENT TO ARBITRATE AS SET FORTH IN SECTION 12.4.1.

 

  12.4.9

EACH PARTY HERETO WAIVES ANY CLAIMS FOR ATTORNEYS’ FEES AND COSTS FROM THE OTHER.

 

12.5

Expert Disputes. The provisions of this Section 12.5 shall apply if [ * ] the Italy Commercialization Agreement determined by an Expert pursuant to Section 3.2.2(a).

 

  12.5.1

[ * ].

 

  12.5.2

[ * ].

 

13.

MISCELLANEOUS

 

13.1

Notification. All notices, requests and other communications hereunder shall be in writing, shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice hereunder, and shall be either (a)

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

33.


  delivered by hand, (b) made by facsimile transmission (to be followed with written fax confirmation), (c) sent by private courier service providing evidence of receipt, or (d) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the Parties are as follows:

 

If to the Licensor:        FB Health S.p.A.
   Via dei Sabini, 28
   63100 Ascoli Piceno
   Italy   
   Attention:    Marco Marchetti, President and
      Chief Executive Officer
   Telecopier:              [ * ]
If to Alzheon:    Alzheon, Inc.
   394 Lowell Street, Suite 9
   Lexington, MA 02420
   Attention:    Martin Tolar, MD, PhD, Founder, President
      and Chief Executive Officer
   Telecopier:      [ * ]

All notices, requests and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving Party at the address of such Party set forth above, (ii) if made by telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by private courier, on the third (3rd) business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made.

 

13.2

Governing Law. This Agreement will be construed, interpreted and applied in accordance with the Laws of the State of New York and the federal Laws of the United States of America applicable therein, excluding its body of law controlling conflicts of law. The provisions of the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

 

13.3

Limitations. Except as expressly set forth elsewhere in this Agreement, neither Party grants to the other Party any right or license to any of its intellectual property. All rights not expressly granted are reserved to their owners.

 

13.4

Entire Agreement. This Agreement, including the Schedules and Exhibits attached hereto, and the Letter Agreement collectively constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification or amendment to this Agreement shall be effective unless in writing with specific reference to this Agreement and signed by authorized representatives of the Parties.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

34.


13.5

Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

 

13.6

Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

 

13.7

Assignment.

 

  13.7.1

Except as otherwise provided herein, neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior, express written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that each Party shall always have the right, without such consent, (a) to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates; and (b) upon written notice to the other Party, to assign any or all of its rights and delegate or subcontract any or all of its obligations under this Agreement to (i) any of its Affiliates or (ii) a successor of all or substantially all of assets or business to which this Agreement relates, whether by way of merger, amalgamation, sale of stock, sale of assets or other transaction (or series of transactions). Each Party shall remain responsible for any failure to perform by any of its Affiliates to which it assigns, delegates or otherwise transfers any rights or obligations under this Agreement in accordance with this Section 13.7.1. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment, delegation or other transfer in violation of this Section 13.7.1 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.

 

  13.7.2

The Licensor shall not sell, assign or otherwise transfer the Bellus License Agreement or any Licensed Technology to any Person (including any Affiliate of the Licensor) except to (x) a wholly-owned direct or indirect subsidiary of the Licensor or (y) a successor corporation or entity in accordance with Section 13.7.1(b)(ii), and solely in each case if, prior to any such sale, assignment or transfer, such transferee has acknowledged and confirmed in writing to Alzheon that, effective as of such sale, assignment or other transfer, such transferee shall be bound by this Agreement as if it were a party to it as and to the identical extent applicable to the Licensor with respect to the Bellus License Agreement and Licensed Technology.

 

13.8

Non-Solicitation. During the Term and [ * ], neither Party shall, directly or indirectly, through any Affiliate, officer, director, agent or otherwise, solicit for employment any employee or contractor of the other Party, provided that the hiring of such employees through the use of general advertisements in publications shall be deemed not to violate this Section 13.8.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

35.


13.9

Force Majeure. Neither Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes beyond the reasonable control of such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

 

13.10

No Third-Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each Party hereto, and it is not the intention of the Parties hereto to confer third-party beneficiary rights upon any other Person, other than the rights granted to Bellus under Section 4.5 and the Alzheon Indemnitees and the Licensor Indemnitees in Article 10.

 

13.11

Construction. The Parties hereto acknowledge and agree that: (a) each Party and its counsel have reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

 

13.12

Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable Law from time to time in effect during the Term, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby provided that a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

 

13.13

Status The status of each Party under this Agreement shall be that of an independent contractor. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship between the Parties or, except as expressly provided in this Agreement, to grant either Party the authority to bind or contract any obligation in the name of or on the account of the other Party or to make any statements, representations, warranties or commitments on behalf of the other Party.

 

13.14

Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

36.


13.15

Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

13.16

Interpretation. Unless a context otherwise requires, wherever used, (a) the singular shall include the plural, the plural the singular; (b) the use of any gender shall be applicable to all genders; (c) the word “or” is used in the inclusive sense (and/or); (d) the word “including” is used without limitation and shall mean “including without limitation”; and (e) all amounts set forth in this Agreement are expressed in Canadian dollars.

 

13.17

Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

[signature page follows]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

37.


Execution Version

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representative in originals.

 

ALZHEON, INC.     FB HEALTH S.p.A.
Per:   /s/ Martin Tolar     Per:   /s/ Marco Marchetti
Name:   Martin Tolar, MD, PhD     Name:   Marco Marchetti
Title:   Founder, President and Chief Executive Officer     Title:   President and Chief Executive Officer

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


SCHEDULE A

Licensed Patents

[*]

(Expiry December 2025)

[*]

(Expiry June 2024)

[*]

(Expiry April 2020)

[*]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


SCHEDULE B

BLU8499 Patents

[ * ]

(Expiry October 2027)

[ * ]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


SCHEDULE C

Excluded Disorders, Conditions and Diseases

[ * ]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


EXHIBIT A

Terms of Italy Commercialization Agreement

[ * ]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


AMENDMENT NO. 1 TO

LICENSE AGREEMENT

This Amendment No. 1 to License Agreement (this “Amendment”), effective as of February 27, 2015 (the “Amendment Effective Date”), amends the License Agreement effective as of October 22, 2013 by and between FB Health S.p.A., a company organized and existing under the laws of Italy (“Licensor”), and Alzheon, Inc., a Delaware (USA) corporation (“Alzheon”) (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS Licensor and Alzheon desire to amend, in accordance with Section 13.4 of the Agreement, various aspects of the Agreement to, among other things: (i) expand the defined field of Alzheon’s licenses for certain Licensed Products; and (ii) modify certain specific diligence requirements.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, Licensor and Alzheon, intending to be legally bound, hereby agree that, as of the Amendment Effective Date:

1. Section 1 of the Agreement is hereby amended by:

a. inserting the following definitions in the appropriate alphabetical locations:

““ALZ-801 Compound” means the compound identified as such on Schedule D attached hereto and referred to by Alzheon as of the Amendment Effective Date as ALZ-801. For clarity, the ALZ-801 Compound is not Tramiprosate.”

““ALZ-801 Licensed Product” means each Licensed Product that contains (i) the ALZ-801 Compound and/or (ii) any prodrug, analog, salt, free acid, free base, clathrate, solvate, hydrate, hemihydrate, anhydride, ester, chelate, conformer, congener, crystal form, crystal habit, polymorph, amorphous solid, homolog, isomer, stereoisomer, enantiomer, racemate, isotopic or radiolabeled equivalent, metabolite or conjugate of the ALZ-801 Compound; provided that the compounds described in subsection (ii) shall exclude Tramiprosate. Notwithstanding anything to the contrary in this Agreement, if a Licensed Product falls within the definition of both an ALZ-801 Licensed Product and a Tramiprosate Licensed Product, it will be an ALZ-801 Licensed Product.

““Tramiprosate” means the compound identified as such on Schedule D attached hereto and referred to by Alzheon as of the Amendment Effective Date as tramiprosate.”

““Tramiprosate Licensed Product” means each Licensed Product that contains (i) Tramiprosate and/or (ii) any analog, salt, free acid, free base, clathrate, solvate, hydrate, hemihydrate, anhydride, ester, chelate, conformer, congener, crystal form, crystal

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


habit, polymorph, amorphous solid, homolog, isomer, stereoisomer, enantiomer, racemate, isotopic or radiolabeled equivalent, metabolite or conjugate of Tramiprosate. Notwithstanding anything to the contrary in this Agreement, if a Licensed Product falls within the definition of both an ALZ-801 Licensed Product and a Tramiprosate Licensed Product, it will be an ALZ-801 Licensed Product.”

b. deleting the definition of “Field” in its entirety and replacing it with the following definition:

““Field” shall mean:

(a) as applied to the ALZ-801 Compound and ALZ-801 Licensed Products, any and all uses, excluding any use in the mitigation, prevention, treatment, control or diagnosis of AA Amyloidosis;

(b) as applied to Tramiprosate and Tramiprosate Licensed Products, any and all uses excluding (i) any use within the Vivimind Field, and (ii) any use in the mitigation, prevention, treatment, control or diagnosis of AA Amyloidosis; and

(c) as applied to any Licensed Products other than the ALZ-801 Licensed Products and the Tramiprosate Licensed Products, the mitigation, prevention, treatment, control or diagnosis of any disorder, condition or disease that is caused by a disorder of the central nervous system and/or the peripheral nervous system, including Alzheimer’s disease, Parkinson’s disease, Multiple sclerosis, Huntington’s disease, Amyotrophic lateral sclerosis and any other neuropsychiatric or neurodegenerative diseases of the central nervous system and/or the peripheral nervous system. For avoidance of doubt, the Field specifically excludes the Vivimind Field as well as the mitigation, prevention, treatment, control or diagnosis of any disorder, condition or diseases that are not caused by disorders of the central nervous system or the peripheral nervous system, and/or the disorders, conditions and diseases listed on Schedule C hereto.

c. adding the following sentence to the end of the existing definition of “Licensed Product”

““For clarity, Licensed Products include ALZ-801 Licensed Products and Tramiprosate Licensed Products.”

2. Section 2.2 of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

Restriction to License. For avoidance of doubt, the Parties agree that:

a. Alzheon is not granted any rights hereunder to use, have used, Develop, have Developed, make, have made, modify, have modified, enhance, have enhanced, improve, have improved the Licensed Technology or the Licensed Products outside the Field, or to manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute or have distributed the Licensed Products outside the Field;

b. Licensor shall retain no rights to use, have used, Develop, have Developed, make, have made, modify, have modified, enhance, have enhanced, improve, have improved the ALZ-801 Compound, or Tramiprosate, the Licensed Technology or the Licensed Products for the Field, or to manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute or have distributed, the ALZ-801 Compound, Tramiprosate or the Licensed Products in the Field; and

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


c. Licensor shall not, during the Term, Develop, have Developed, manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute or have distributed any compound or product for the mitigation, prevention, treatment, control or diagnosis of AA Amyloidosis, or cause or assist, directly or indirectly, any Third Party to do any of the foregoing acts.”

3. Section 3.1.2 of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

Alzheon Diligence Obligations. In accordance with Section 2.3 of the Bellus License Agreement, Alzheon shall fully satisfy, on behalf of the Licensor, the following obligations:

(a) during the Term, Alzheon shall use Commercially Reasonable Efforts to Develop at least one Licensed Product in the Field in the Territory, and after obtaining Regulatory Approval therefor, to commercialize such Licensed Product in the Field;

(b) Alzheon shall, or shall cause one of its sublicensees to, dose the first healthy individual in any study of a Licensed Product in the Field no later than the third (3rd) anniversary of the Effective Date; and

(c) Alzheon shall, or shall cause one of its sublicensees to, dose the first patient in a clinical trial of a Licensed Product in the Field no later than the fourth (4th) anniversary of the Effective Date.”

4. Section 3.4 of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

Ownership of Submissions and Regulatory Approvals. Subject to Section 11.6, Alzheon shall own all Regulatory Approvals for Licensed Products and any other submissions to any Regulatory Authority with respect to Licensed Products in the Field in the Territory.”

5. Section 13.1 of the Agreement is hereby amended by deleting the address for notices to Alzheon and replacing it with the following:

 

If to Alzheon:

   Alzheon, Inc.
   111 Speen Street, Suite 306
   Framingham, MA 01701
   Attention:        Martin Tolar, M.D., Ph.D.
                            President and CEO
   Telecopier: [ * ]

6. The Agreement is hereby amended by attaching Schedule D attached hereto as new Schedule D to the Agreement.

7. As consideration for the entering into of this Amendment, Alzheon hereby agrees to issue 72,992 of its common shares (on the same terms and conditions as its most recent financing completed on February 12, 2015 (as adjusted to reflect any consolidation, share split or other share reorganization completed since that date by Alzheon)) to a designee of Licensor, which shall be BHI Limited Partnership. For avoidance of doubt, such shares shall represent a payment amount equal to [ * ].

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


8. Except as expressly amended by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.

9. This Amendment will be construed, interpreted and applied in accordance with the Laws of the State of New York and the federal Laws of the United States of America applicable therein, excluding its body of law controlling conflicts of law. The provisions of the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Amendment.

10. This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page follows]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


IN WITNESS WHEREOF Licensor and Alzheon have executed this Amendment as of the respective dates set forth below.

 

ALZHEON, INC.    FB HEALTH S.p.A.
By: /s/ Martin Tolar    By: /s/ Marco Marchetti
Name: Martin Tolar    Name: Marco Marchetti
Title: President and CEO    Title: Chief Executive Officer
Date: February 27, 2015    Date: February 26, 2015

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


Schedule D

DESCRIPTION OF THE ALZ-801 COMPOUND and TRAMIPROSATE

 

Tramiprosate

 

Chemical IUPAC Name:  3-amino-1-propanesulfonate

 

 

Structural Formula:

 

LOGO

    

ALZ-801 Compound

 

Chemical IUPAC Name: 3-(2-amino-3-methylbutanamido)propane-1-sulfonic acid)

 

Structural Formula:

 

LOGO

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


CONFIDENTIAL

COPY

   EXECUTION

AMENDMENT NO. 2 TO

LICENSE AGREEMENT

This Amendment No. 2 to License Agreement (this “Second Amendment”), effective as of June 30, 2016 (the “Second Amendment Effective Date”), amends the License Agreement effective as of October 22, 2013 by and between FB Health S.p.A., a company organized and existing under the laws of Italy (“Licensor”), and Alzheon, Inc., a Delaware (USA) corporation (“Alzheon”), as previously amended by Amendment No. 1 effective as of February 27, 2015 (collectively, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS Licensor and Alzheon desire to further amend the Agreement in accordance with Section 13.4 of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, Licensor and Alzheon, intending to be legally bound, hereby agree that, as of the Second Amendment Effective Date:

1. Section 1 of the Agreement is hereby amended by:

a. Inserting the following definition in the appropriate alphabetical location:

““Improvement Licensed Product” means a product, the composition of matter, manufacture or use of which is claimed in a Pending Claim or Valid Claim of a Patent Right included in part (ii) of the definition of “Licensed Patent Rights”.”

b. deleting the definition of “Field” in its entirety and replacing it with the following definition:

““Field” shall mean:

(a) as applied to the ALZ-801 Compound, ALZ-801 Licensed Products and, subject to the proviso below, Improvement Licensed Products, any and all uses, excluding any use in the mitigation, prevention, treatment, control or diagnosis of AA Amyloidosis;

(b) as applied to Tramiprosate and Tramiprosate Licensed Products, any and all uses excluding (i) any use within the Vivimind Field, and (ii) any use in the mitigation, prevention, treatment, control or diagnosis of AA Amyloidosis; and

(c) as applied to any Licensed Products other than the ALZ-801 Licensed Products, Tramiprosate Licensed Products and, to the extent set forth in the proviso below, Improvement Licensed Products, the mitigation, prevention, treatment, control or diagnosis of any disorder, condition or disease that is caused by a disorder of the central nervous system and/or the peripheral nervous system, including Alzheimer’s disease, Parkinson’s disease, Multiple sclerosis, Huntington’s disease, Amyotrophic lateral sclerosis and any other neuropsychiatric or neurodegenerative diseases of the central nervous system and/or the peripheral nervous system. For avoidance of doubt, the Field specifically excludes the Vivimind Field as well as the mitigation, prevention, treatment, control or diagnosis of any disorder, condition or diseases that are not caused by disorders of the central nervous system or the peripheral nervous system, and/or the disorders, conditions and diseases listed on Schedule C hereto.;

c. deleting the last sentence at the end of the existing definition of “Licensed Product” and replacing it with the following:

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


“For clarity, Licensed Products include ALZ-801 Licensed Products, Tramiprosate Licensed Products and Improvement Licensed Products.”

2. Section 2.2(c) of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

“Licensor and its Affiliates shall not, during the Term, Develop, have Developed, manufacture, have manufactured, market, sell, offer for sale, have sold, import, have imported, distribute or have distributed any Licensed Product for the mitigation, prevention, treatment, control or diagnosis of [ * ], or cause or assist, directly or indirectly, any Third Party to do any of the foregoing acts.”

3. Section 3.1.2 of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

“Alzheon Diligence Obligations. In accordance with Section 2.3 of the Bellus License Agreement, Alzheon shall fully satisfy, on behalf of the Licensor, the following obligations:

(a) during the Term, Alzheon shall use Commercially Reasonable Efforts to Develop at least one Licensed Product in the Field in the Territory, and after obtaining Regulatory Approval therefor, to commercialize such Licensed Product in the Field;

(b) Alzheon shall, or shall cause one of its sublicensees to, dose the first healthy individual in any study of a Licensed Product in the Field no later than the third (3rd) anniversary of the Effective Date; and

(c) Alzheon shall, or shall cause one of its sublicensees to, dose the first patient in a clinical trial of a Licensed Product in the Field no later than the fifth (5th) anniversary of the Effective Date.”

4. Section 3.1.3 of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

Arising Intellectual Property. During the Term, all right, title and interest in and to any enhancement, invention or discovery created, conceived, identified, or reduced to practice by Alzheon, by any of its Affiliates, by a Third Party on behalf of Alzheon, or by any sublicensee, that relies on or incorporates the Licensed Technology (an “Improvement”) [ * ].”

5. Section 11.6.1(a) of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

“(a) Upon any termination of this Agreement by the Licensor hereunder or any termination of this Agreement by Alzheon pursuant to Section 11.5, as of the effective date of such termination, all licenses and sublicenses granted by the Licensor to Alzheon hereunder (other than the licenses and sublicenses granted pursuant to Section 4.3) shall terminate immediately and automatically. Each sublicense granted directly to a Third Party by Alzheon or its Affiliate that is then in effect shall survive termination as if granted directly by Licensor to the applicable sublicensee, provided that (i) such sublicense was granted in compliance with Section 2.3, (ii) [ * ]. Alzheon shall immediately assign and transfer to the Licensor, [ * ], all of Alzheon’s and its Affiliates’ right, title and interest in and to all Regulatory Approvals and other submissions to Regulatory Authorities with respect to the Licensed Products in the Territory. Alzheon shall immediately transfer to the Licensor all the Confidential Information disclosed,

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


transferred to it, or generated by or on behalf of the Licensor in the context of this Agreement, including all copies and extracts of documents and all manifestations in whatever form, and all other data, if any, regarding clinical data, materials and information (including, without limitation, all sales and marketing materials) in the possession of Alzheon or one of its Affiliates relating to the Licensed Products or the Licensed Technology.”

6. Section 11.6.2(a) of the Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

“(a) Upon any termination of this Agreement by Alzheon pursuant to Section 11.3 or 11.4, all licenses and sublicenses granted by the Licensor to Alzheon hereunder (other than the licenses and sublicenses granted pursuant to Section 4.3) hereunder shall terminate immediately and automatically. Each sublicense granted directly to a Third Party by Alzheon or its Affiliate that is then in effect shall survive termination as if granted directly by Licensor to the applicable sublicensee, provided that (i) such sublicense was granted in compliance with Section 2.3 (ii) [ * ]. Alzheon shall immediately assign and transfer to the Licensor all of Alzheon’s and its Affiliates’ right, title and interest in and to all Regulatory Approvals and other submissions to Regulatory Authorities with respect to the Licensed Product in the Territory. Alzheon shall immediately transfer to the Licensor all the Confidential Information disclosed, transferred to it, or generated by or on behalf of the Licensor in the context of this Agreement, including all copies and extracts of documents and all manifestations in whatever form, and all other data, if any, regarding clinical data, materials and information (including, without limitation, all sales and marketing materials) in the possession of Alzheon or one of its Affiliates relating to the Licensed Products or the Licensed Technology.”

7. Except as expressly amended by this Second Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. From and after the Second Amendment Effective Date, all references to the Agreement shall mean the Agreement as amended by this Second Amendment.

8. This Second Amendment will be construed, interpreted and applied in accordance with the Laws of the State of New York and the federal Laws of the United States of America applicable therein, excluding its body of law controlling conflicts of law. The provisions of the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Second Amendment.

9. This Second Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


IN WITNESS WHEREOF Licensor and Alzheon have executed this Second Amendment as of the respective dates set forth below.

 

ALZHEON, INC.     FB HEALTH S.p.A.
Per:   /s/ Martin Tolar     Per:   /s/ Marco Marchetti
Name:   Martin Tolar, MD, PhD     Name:   Marco Marchetti
Title:   Founder, President and Chief Executive Officer     Title:   President and Chief Executive Officer

 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

EX-23.1 6 d600976dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Alzheon, Inc.:

We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report dated February 26, 2018, except for Note 15, as to which the date is March 30, 2018, contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

/s/ KPMG LLP

Cambridge, Massachusetts

September 28, 2018

GRAPHIC 7 g539141g0329110449094.jpg GRAPHIC begin 644 g539141g0329110449094.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# @&!@<&!0@'!P<)"0@*#!0-# L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#U7X:L6^&O MAUF))-C'DD^U<)X^U6X_X3A]$#;&6$-S,9F_? #OB(K6-\)?%VO2> M(M'\.2:@7TJ.%XU@,,8^58V*_,%W=0.]=;H/@SP_XB\.:SJFK:7;W=_>7EXS MW,J NGSLH"GL ,>E %GXQ:+I=_X"U#6Y(!)>VL"_9KA9&&T-(O3!P6TOE1NS,S&>+."QSDX ZU3OV>_P#V/:XCH Y^^\33:U\0O!<3Z#K6EJEU*K_6],MM0G2^2VC^T1AQ'&D2X"YZ=23Z MT 6O&FNI?_!S4-7LVPM_IZB+!Y'G;5 ^OSXKSO5+V_O/A?%X&2=_[4M;R[LY MWSR8K16E!^A'DC\:VH+=5^%L6C[W-I;^(DM$!.3Y2W08*3]:V[#0;$_&KQ%= M%&+RZ6FY2?E!?:K$#L2$7GZT :7_ D=\/ 6@7FFPO<7M[:12;4C#M@0[V(! M89.0!C.>> :H^,M3CFT;PUXKMI/W6GZO%YTB'Y3"[&"0CU!)!'MBKOP\TZSU M'X7:#;7]M%=11Q?*LZ!L;68 \]\<5<\)_#]C/\ "OP#"XDQ]JM5+!N6$T;&0'_> M)YKLO$VDV/B#XAZ#INJVT=U8PV5S<"WD4%&?**"P/7 )Q]: *W@2VM->\"7? MA;61]L72KM]/F!D(\Q8W#1-E2#C;L[]JK?"CPUI%I#J6IP6FV\BU.\M$E,KG M$2R$!<$XX 'O5WPUI-CX=^)NM:=I-NEI97&G6]PUO$H"+(&9^LX['X?W7B"V9X]3TC7[B>UG4\C?< M;70^J,#R.^!7=:H@E^)OA6=L[A8WG Z/K&\C\RWO4M(ID/H8"./0US'@JZN?#_P "=4O;"=ENK9KF M6.5P'(8'JL+#5[?2M#N-%UJV@5[^RNPV]BJMM?))WJ26^8=< M\]JZ*Y\3/'9:A-']G9[?25OHAG.YR)25P#R!Y8Z<\FN2^#UQ<>)[*^\6ZO.U MSJEWBS8E55$B3D*J@#J6).XX65UA\,13Q!B$E+>7O7LVTOE<]<'D45W=% '__9 end GRAPHIC 8 g539141g86g89.jpg GRAPHIC begin 644 g539141g86g89.jpg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end GRAPHIC 9 g539141snap2.jpg GRAPHIC begin 644 g539141snap2.jpg M_]C_X 02D9)1@ ! $ 8 !@ #__@ ?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$ (" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" M @(" @,# @(# @(" P0# P,#! 0$ @,$! 0$! ,$! ,! @(" @(" @(" @," M @(# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# M P,# P,# __$ :( $% 0$! 0$! ! @,$!08'" D*"P$ P$! M 0$! 0$! 0 $" P0%!@<("0H+$ " 0,# @0#!04$! 7T! @, M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1 (! @0$ P0'!00$ $"=P ! @,1 M! 4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_ !$( #P A0,!$0 "$0$#$0'_V@ , M P$ A$#$0 _ /W\H * "@#&\0>(M \)Z1?:_P")]:TOP]H>F0O<:AJ^LW]M MIFFV4$8):6YO+N2.*% !U9A0!\G?\-EZ ZOXKM?A/\7[OX)P73V,_P :K?PI M))X<+AR%UNS\.)*WB&]\$+$DC/XBCTT6JG8 &5BZ@'U;X;\3^'/&&CV7B#PI MKFE>(=#U&%+BPU;1KZWU"PNH7&4DAN;61T8<$8SD$$$ @T ;M !0 UF6-6=V M5$12S,Q"JBJ,LS,_:DT.;Q'JWA+X0>"/%OQWUOPKF7QH_ MP_.D1^'O#$$(#SV4GBO7M0LM*U?Q.8\B+0]-NKFZ9QME$ ^:@#T_X6?&KX=? M&/2YM0\#ZZMU=6$K6NN>'-3MKC1?%GAK4(OEN--\1>&M3CAO]*O(I,H1+"$8 MKF-W0AB >JT % !0!\__ !I^(.H:&_@7P[X9U[3M(D\5?$SPSX)\5>($>SO+ MOPMIVL)=W*V\<,LWEZ=K>JFS%A9374<@CDNO,$,K*H!^@?H>&?$KQ_XR\-^+ MY/!^C^+M6O=(TGXT_L[6%D]K?6B:V=%^)>KZM8^)? E]JD]S&-3MFM=-BN;> M:Z(NX4NF$ET^(BI^@?H?0GP>U#4=9F^*,^K7^MRR6'Q2U[1[#3M5U6*[;1=+ MLM-T6>VTZV%E=3110">\NY1F1WQ,%9ML:*@ L?[07P[D2R9#XH(O_BKJ/P8M M5_X0_P 1!G\?:4M\U]IQ4Z?E+&,:;?C^T6Q:L;60+*2* .P\:?$SPC\/+OPM M;>+[VYT>W\7:[:^&=(U>;3KZ30H]=U 2?V7IVJZS# UKH\U]-&8+8WDD*S3. MD2L7=00#E/&7Q"\7'CE@ A\>?'KQ3/\9/&D4ZWFEZ M)J%H++X4>!IT8O G@SP!+)/;F]MMQ0:SJ\E_?2%!*C6S'8IM\@V^1]0!0H"@ M!54;0H P . .,4 ?+_BW]FFQMO$$GC_ .!WB>[^"?Q :X-YJ2:%9QW? MP[\<3!MYM_'W@'S(+34O-.]/[1L)+"_B^T22">1@JT;!L9^@?M'ZKX1UE/!W M[27@QOA+K4]_'IV@>.K.XN=;^#_C)I$802:?XR^R1)X9U.9XSC2-=6TG!EC6 M-Y^2#] _0[+XB_M&^!/ ]TGAK0DU'XG_ !'OK3[5HGPV^'<<6O\ B._5@/*G MOIH9/L/AS3""&:^U6YM850%P6Q@@'G=M\'OBK\;+FPUW]HCQ#_PC/@UK:*XB M_9Y^'VK7<&C^6$MM?\ C"ZA5U273=.-GI7F(P;[;%AG/T#]#ZJ\ M/^'- \)Z19Z!X7T32?#NAZ=$L%AI&B:?:Z7IMG$@"K';V5E%'%$N /NH,]3S M1MY6#;RL>6?%/X!> ?BI)'K-]!J'A;Q_I]H]OX>^)W@N^F\.>._#[@B2#R=9 ML&0ZII\5CSK2?&WQV^$FL:!X3^*GAF]^,?A M'4[BWTNQ^,_PWT,0:OIP2NVF1,[1AM6T&2^M/O2SP6@R%-OD& MWR/:F^*?A8RS1V::[JD<,OB"V6\TCP_JVI6-Q?\ A>VNKG6-+M;RTM7BFU./ M[#>1):AA)++;/'&&8 $ ^??,_:!_:)@N8$@UW]F3X2W4C)%?R&W/Q[\7Z? WP9^&OP\\.7?ACPYX4T MQ;#5FBG\276JP)K6L>+]0B!W:OXOU?4Q-=>)-5=R[M<7TDS R$1A$PJFP;'3 M2^!?!,]O9VDW@_PM-:Z=K,/B*PMI?#^DR06/B"V.ZWUVSA>T*VVL1, 4O8PL MZD?*XH_0/T-+3O#OA_1Y=1GTG0]'TN?5[Q]1U:;3],LK*74]0D&V2^U"2V@1 MKV\90 9IB[D#EJ-O(-O(^.X/V:O%=AJ.F^*'U7PH-;TS]I_Q+\=;R87GB]K! M_"6L6WB.%-"ATWS#;+X@AAUM'-4T+6[S M4/$_@#5?&.H2:MI/Q)L[NR\26/A]]*GM4L='N;#3+-)IEU&X%_:2RHCV!CA$ M<\DUNLH-@V/7OA'X'USX=>#HO"FO>*[KQI<6.KZ[-8:_J$ BU6?1+O5+FYT6 MUUB56(O]5M--DM[:>]PIN'@,I4%R*-OD&WR/3: "@ H S]6TC2]=TV]T;6]- ML=7TC4;>2TU#3-2M8+ZPO;:08DM[JTN4>*>)AU5U(X]J .*^&GPC^&GPA>"]'N;R?4+NUT:U\I[R\N)I9GGO;N5I+B]=6GD6/SY9!#&5BB"1( MJ*;!L>BT % !0!Y[\0_B;X6^&5GH%QXCFNFN_%7B?1_!WA?1M-MS>ZSX@\1: MU/Y5KI^EV*LIG:.!+B[G9R%C.0#YMU""Q^&?B:]^.&FZKH^J7WBB M/QG'_P (A\.]'XXZCHNGZQ=:%I5GHFHR?V-'XZL--TJ56U&PGBFNGTJ6W MF\U91Y)L&Q]3> O''ASXD^#?#?CSPE>_;_#GBG2[;5M+N6C>"40S@B2WNK>0 M![6^MIUEMYX' >&:WEC//&6H?M%?%:Q_X02>\G.MS^(_AA\"] M5MX@L?A'PQI=PNF?M#?M)@."AC2&:U\&^&+Y6'FW-U=-!Q=$@ ^V/&?[/_AN MX^">F?"GX=VMMX/E\ 6FE:C\);^W!W>$?%_A60:AX8UA96#/*_\ :<>;QY Y MN$O+OS0YF;)M\@V^1\W?LQ_$G5_#/C.;PKXFTZT\+>&OBAKWB"&/PPLDK0_# M#]I+18VU/XK_ TMYYR!'X;\0V[#QAX?. L\6HW!3][>JA-@V/T6H * "@ H M * "@ H * "@ H * "@ H \3\8:_XEU;XFZ%\+=!U<>%K6[\$:]XWU;7!I6G MZK>W\.EZUH6@0Z%I]MK$,]E]F9M<:>\E:"22,):1H4%R20#BOV;]-\/ZC'XI M\6#0-+L/%?AK5=2^",^IZ+$]KX?NO#GPVUF^&F/X8T=6-KX?M+J34S+J%K8* MD3ZC:S!@1:Q+$?H'Z'U#0!\J^+_"&AV'QPT>U\+V%KX<\3?%2%O%GBOQ?/86 M^M#[7\,M-^P:!)H.DZTEQI5EXK>+6%CFU!;4W+6%@P#9@C>(V#8]/^$7C'6/ M%-EXVTS76%WJ?P^^(.L^ 9]<2TCL8O$B:7IFAZM!K4=I#^YMW>#7([:9(/W0 MN;&X"!5PB@'K= !0 4 % !0 4 % !0 4 % !0 4 <]K?A70?$,MAIQ-):ZIIGVM%BO%T_4K9X[BT2XA413+%(JRI\CAEXH NZ+HFC^&],M M=&T'3++1]*LE=;33]/MX[6U@$DCS2E(8E"[WFDDD=N69Y&9B68DFWE8-O*QJ M4 8>M>&]&U_["^IV:RW.EW#W>E7\4DMKJ.E74D$EI+<:;J%LZ7%C-):S30NT M,B%HY71LJQ%&WD&WD3Z-HFD^'=/BTK1+"VTVP@>:5+>VC$:&:YF>XN;B4CYI MKF:XDDEEE)EU-M U;^Q]1 MDTG44LY9;:_@T@Z]<6[0CS7-MHZRQG4+EHD=(X0V2[K@,1M8 ^6M=^/'C;P] M^S?X>^(MGI^E>(OB:^E->:KX9N],O] GO[SPE)-/X^T6U\/?:IKJQ\11PZ9J M&EQ6GGS)%J=U;(6E0A9#;Y!M\B[\1_BEX_E7P9K?P76;Q2_CGX;7GC+PGXX>=1!);PRC>$:&4 ZCP5\1_%> MJ?$S4O!OB>&\\-W=MJ7B:2PLK[28KCPQXV\-:<_E:7JGP\\76-PR2ZAIRSV: M:YI.H(;N*ZEF,:P6]NGVH ^C: "@ H * "@ H * "@ H * "@ H * ,W5=)L MM9LVL-02=K5I(966VO;W3Y=]O*DT1%SI]Q!,JB1%RHD"L,JP*D@@&/I?@GPQ MHM^FIZ;IGV>^BTJ318YVO-0N-FGSWAU"Z18[F[DC%S [1IMC8H38-CL* "@ H * "@ H * / "_]D! end GRAPHIC 10 g539141snap3.jpg GRAPHIC begin 644 g539141snap3.jpg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end GRAPHIC 11 g600976g03g71.jpg GRAPHIC begin 644 g600976g03g71.jpg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

Q] M)/B&.+)_M-4O*F.6$H3 -=:UJ7_>K_\ 18X_X1^C#_UOW7?];6FN ^O'4OM75&X3 M#-6"WW>!ML <[_MNK8W_ *Y:IN7Q\>0 [#U2\@QY9\,">NP>=W.:W0EQ' Y) M/_DG+U+H73OV9TK'Q':VM;NN=XV.]]O_ $W;6_R%PGU3Z?\ ;^MT[A-6+^L6 M?%I_0-_[>]__ %I>E*?GVR__MM1\G*LM?O MC_NE^:-P\C;?_P 7.3OPLW%[U7"P?"U@'_5TO77KSC_%YFBGKEN*YT-RZ#M' MB^H[V_\ @5ER]'3>;C6:7C178OD'@I)))0+U))))*4DDDDI22222E))))*?_ MT?54DDDE-;J6=5T_ OS;=64,+MO[Q_,K'\JQ_L7E#[+;;'W7'=;:XV6.\7.. M]_\ TBNL^OO5 ^RGI-3M&1?DQX_]IZC_ .?O^V%S/3\%_4&N/I M-]E'^=[[O^O+HU&NNNJME5;0VNMH:QHX VM:O*^KT]2^MV1U;ZU],M>*_J^ M]E?0PP@ML=CN&1FW[/?OWL]]'Z/]/^@I_P "J.29G.4CU+9A'AB(]GU94^K= M*PNKX3\+-:75/@AS3#V.'T+:G_F6,_U_1H/U=ZWC]>Z+B]5H]HR&2]G.RP>R MZK7;_-VM\9-!(((-$+FS5_BZKQ-CV[FPYOM*X'ZS_5+_ !YO\7/UC^K^#]3.G8N9U/$Q M\AGK;Z;;JV/;-][V[V/?N;N8[\27GG^,'KG1>I5=$JZ?GXV7:SJN.YU= M%K+'!L6-WEM;G>W;K32W<+,HU_I6OI_ M._EI*?2TEPO3^@?XI:\_&LP+,-V:RUCL4,S7O<;0X.IV5_:7[W>I^9M3=7OS M_K/]=K?JJW*NP>D]-H%^=]G=LLO>]M;F5>L/HT[[27)O M_P 5WU-VDX^);BW_ )F33D7"QCO])7ZMMM>_^O6LKHG5.JGI7UJ^KG5\@YF1 MT:FUM.8_^W8U^YUEC_TW_!I*?04EY+]2^N=1^J72^FY/4'. MR/JQU;-"[=C7>GZSF?\ 7*?TU=WVOJ/\8;Z[:/JY96X/K?UG M$U@Y&,'<_P_>7*]6R;NIW D%E%<^E6?$Z>I9_PG_GM28L?&=?E&ZR<^$:;] M'F,BN_*R+,G(.^ZYQ?8[M)_-;_(9]!G\A=7]2>C>@RSJEH]]P]/'GM6#^D?_ M ->L;_F5?RU7Z=T1V==M,MH:?TKQX?Z-G\MW_@:[!C&5L:Q@#6, :UHT T M"L\SG]/MQZ[_ -WLQ8<>O&?IYO,_XP.JYN+T=O3.F,=9U3K+_L>,&@^UKX;? MUC_3W[_P!&^WU?\$G9]1<>OIV!@4=4ZC@U8%/I;<&\T,L>2;;LFUFV MUWJW6O>_^<]BL?6'KV9T[-HP\7[(PVXU^4ZW-L=6R,:/VA;]J9-;?6]-U>/CXC+&/M MOW_I?\&J38:OU7Q+?J?];,CZL_I;.D=49]JZ=>_W;;FMC(IML:QE?J/;6[_M MK%_TZS?\7_UGZ9T#IF=B=3&15=;GW7,:W'M?["VFMKMS*W-^G4]=#C_7+/OM MZ>YV/CUX^0*6Y)%OKQ9?==AULJLP_6]'U/19;AV9./\ 9LSU?0^TXEM+U5Q? MKWU7(JQW-Q<8'J/H'#/JR&?:+FXC:\AK7>M=Z>_^?JJJK]>G(Q/T=B27:POK MIT7/KR[,7[0_[#0[)N::+&$L:"2*_58S?8[;[*UQ'2/K'TSJ/7'?67ZT^N,B MAQ9TGIC,>ZRO&K$$9+WMJ].[*L_TG[_Z7_N)]EZ'*^N.86MHMH%.3@W4U]3] M.PL:+GY0Q<>FCU:_4MQ\O'HR,[WUL_4GX_Z;]/ZB>KZY]7><6BRG$IOZI7B7 MX=S['BBIF6S*L;7E/@.MR/U#TZ&U>E]HNR*JO^,2'2_YQ]-Z]T;JPZ=ZSCCX MSP\64V5F;*[=FP6L;ZG\W^8LO_%ST/I=WU,Z=9F]/HLR'"[>^ZECGG]/=LW. ML9O^AMVHO5NO]3S/J)9U3$LJQ,JR_P"S&ZBPO8&_;/V:ZW&R-FYWJL]]=WI_ MG^I6@];^N>91TZRKI[J&9P?U.H;G[WUMZ<,AS+O1._=9;7C-_GOT?Z7]Q)2# M_&%TC!QJ.BOZ?@U4O/5ZBEK7;0+/I.J9NV*O]:[L#$_QD8.9U6@W=/;TS M99^@=>W<;,K8WTV,M]VY:G4/KY9@XN2]U5#\G&SI;54SZ.ST[D0_6OJ]/5QT[(HQ7?9[\7%S"RPLFS+#'MLQO6K^BKLK] M3-]#*]/T/324AQ?K+]0/M5/V;!%>0;&BE[>GO86O<=C'-L]!NSW.0.LX?5OJ M[]='_6O"PK>I].ZC0W'ZA3CC??4Y@K:VVJ@;=[=F/5_X/ZOH_H5J]?\ K+U+ MIF9D,Q<>B['PJ\1]_JV.8]QS;KL&IE;F5VLK]*RIMMEC_P S]'Z7^$KSK?KQ MU:HW8OV2A^7@')=EVAY;18W%-0=5COMM9=ZK,+]&_\ 3UW_ *-* M;CO\9'U?DT9W7*;7 MUX7TGU5-KN]&MY;_ (5WJ[/2V;_T5?\ A=]5=T?6OK^1F,Q\;&PZOM65F86/ MZS["YC\+U+'VY+:6['>I72ZKTJ+/T=GZ;UK:_P!&H4?7W+R&-S6X^/5B3BU. MQ'6DYALRZ:RMC\:G[3_P!>Q\?+ROT7I>BDI-]1.G8V=_B]P>G]1H]2 MB^NUEU-@(D&ZTC]U[?WZ[&_\96N3ZOTCKO0,[HWU?>'YW0V]5Q\KIN802^IK M7.9;@Y&P;?;ZWJ,?]#_1?X2C%Z0?6[JK1C6NJK.5U2G!=0P/+L>L99ZE?7^C M<*K+LGT<)E/\_7]JO?377Z7^%L8_UQZA:_I[K*,:G&OV-RK1;ZP#[,BWIU?I MG%]2S'KL=1ZF/=D4?9KK+/L=N1BVTV6)*?_3[OJ'H_:O=Z'GZGJ[_P"SZ:K? MJT_X#Y^O"^>$E/'8?SGTV8SO^A]7ZCP_Z+7_ #?'^!^AS^8CKY524)W+('W_ M .M&S]N8?_)^_P"S61^T]_I1]HPOH?X#U_\ 0?X7U5H=8_Y%ZC_R9_._]K?Z M)]*K_E'_ (?_ -&>@OG!)!3]$O\ ^5^C?\D?S'YW]*^A_P!XW_=7_P!%)NG_ M --ZA_R1_3J_Z-_._2=_RA_YM/\ 0_\ "+YW224_2]WT\K^@_P!(I^GS]"G^ ME?\ =S_N+_P/V=8WUIC]BNC[/ZOHXWH>A.S?N?M^U;OU7]C[=WH_M#]2W_SG MZ7T5X"DDI^A?JWZ7_-'']'[/L]6S^D>ILG[59O\ 7^U?IOMF_P#G/\%]O_H_ MZOZ2+D_TWJG_ "1] _SO\]_1W_\ *G_!_P#QO]1?.J22GZ#H^G;_ ,B?T6C^ M;Y_F7?SO_='_ +A_]TU>R_\ Q3X/_)O\S9_/?\H\/_H/_=;_ $W_ %Q?-R22 MGZ9S/YW(_H?T<;^>^E_.V?TC^1_W _[M>JL[J_\ @?\ D?\ Y1;_ $S^J/YG M_P V_P"Y_(7SNDDI^F*OYZK^A?TC(^A]+_"?S7_=O_N=_P!=6$DE/T9U3_DC)_Y*_HF/_2_Z+]*S^D_]T/\ MN!_POJH=O_*'0_\ D?\ FOSOY_Z#?^0_^ _]%+YW224__]DX0DE-!"$ M %4 ! 0 \ 00!D &\ 8@!E " 4 !H &\ = !O ', : !O ' 3 M $$ 9 !O &( 90 @ % : !O '0 ;P!S &@ ;P!P " 0P!3 #8 ! #A" M24T$(@ !+DU- "H ( M<@$R ( 4 D(=I 0 ! I - / 0 \ ! M061O8F4@4&AO=&]S:&]P($-3-B H5VEN9&]W 1L !0 $ $F 2@ M P $ @ @$ ! $ $N @( ! $ \ ! M #P '_X4$T:'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP M86-K970@8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y M9"(_/CQX.GAM<&UE=&$@>&UL;G,Z>#TB861O8F4Z;G,Z;65T82\B('@Z>&UP M=&L](EA-4"!#;W)E(#4N,2XR(CX*(#QR9&8Z4D1&('AM;&YS.G)D9CTB:'1T M<#HO+W=W=RYW,RYO&%P M+S$N,"]S5'EP92]297-O=7)C945V96YT(R(*(" @('AM;&YS.G-T4F5F/2)H M='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C O&UL;G,Z>&UP4FEG:'1S/2)H='1P.B\O;G,N861O8F4N8V]M+WAA M<"\Q+C O&UP.D-R96%T;W)4;V]L/2)!9&]B92!0:&]T M;W-H;W @0U,V("A7:6YD;W=S*2(*(" @>&UP.D-R96%T941A=&4](C(P,3@M M,#(M,C-4,#DZ,S,Z,C8M,#&UP+F1I9#HQ1#$W,#-&0T(V,3A%.#$Q03&UP4FEG:'1S.DUA&UP34TZ M2&ES=&]R>3X*(" @(#QR9&8Z4V5Q/@H@(" @(#QR9&8Z;&D*(" @(" @&UP+FEI9#HR,3$W,#-&0T(V,3A%.#$Q03&UP34TZ1&5R:79E9$9R;VT*(" @('-T4F5F.FEN#IX;7!M971A/@H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H*/#]X<&%C:V5T(&5N M9#TB=R(_/O_; $, 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! ?_ !$( %8 SP,!$0 "$0$#$0'_Q > $ @, P$! M "0H&!P@$!0L" __$ #\0 & @(! P("!@8)!0 (#! 4&!P$( M D1$A,4"A4A(A87(S%!F!D:)#-9U1@T.4)#45-:UWB2M\'2_\0 '0$! (" M P$! $(!@<"!0D$ __$ $,1 $# P$%! <& P4) 0 $ M @,$!1$A!A(Q05$3%&'P!R)Q@:'!T14R0I&QX2,D\0@E,U)B%C1#9')S@H.2 MH__: P# 0 "$0,1 #\ O\<(G")PB<(G")PBY[NN\T5;$X968"=SF"LG!H$Y MVV6X=C"&R5;FY#3JR)IX/DP023^%@( M)^\[ QO<.%SBV)]($;)+B&M M&2 L)%;=:^=D;:JI?+,[=8QDKHVY/1C"QC !JX@ DG 7'7:;)NP'5^< M4Q+24U18PV()Y9;0J6RN?LP.UU=44-WHO[U/:OH+7+''24$]+&-XOCFI'QU%77-8'23 MT\TC(&0C,-/-V4TX_3:-NT%AIHJBDJ'/ICN-J:P223SQS._"Z.H#XH*9SL,C MD8QTCG_XDK.TCB41&OW;5O\ Z'-BKQ12PT5MCLE<&'NU=;W2 M@1R '<$]*^5T%1"78[0%K)BW/9SQNU6,6_;:^4<[7SU+JZ#>':T]0&>LW/K= MG*V-LD;\9W3ES <%T;P,*Z;1US0;82IH-6HPX 2EJ,S!IJ- MS9W,@ S IG=B=4JYF=TP3#0IW%"I* :: 3!4ROEFKMGKM76:Y1B.LH)S#*& MG+'C ?%-$X@%T,\3F30N(!='(TD D@;LM]=3W*CIZZE=O05$8>S.CFD$M?&\ M G$D4C71R#) >UP!(U6UN=4OL3A$X1.$3A$X1.$3A$X1.$3A$X1.$3A$X1.$ M3A$X1.$3A%I6_P"Z&&B*V=IP\F$"6>H#5&VTX>0Y=Y"M ;E"DQ@.0B^.264> MX+Q!$$0$"-3DO.3LE 'WVS=AJ-HKK#;X X,P9JJ5HSV%-&1VC^?K.);%$#H9 M7LSZN\1U5YNL-GH)*N0@O_PZ>,G_ !9W@[C>NZ "]^-0QKL:X4#SOL(K?7-> M\.KOE8Y.2HU8M4F#\C./.%D0\^,8]( 8_ )18,! 46$!1> %@"'%CH-G8::& M.""G='%"QK(V-:<-:T8'+)/,DY+B22222M,RW62>1\LK]^21Q>]Y(R2>/X=! MT'(8 T"E1T:B*ISB1]OOA6X*XG%6S M5"!QBD_B[S%'U*+&/4) \HCD9AZ<><9R2M2"-"K0*0>#4BT@A22(!I0!8P2U MW*JL]RH;K1/,=7;ZJ&K@=R[2%X>&N'-C\%DC3HYCG-(()"RVLI8:ZEJ*.H;O M0U,,D,@_TR-+21TX4=-60G M(/\ #J863,!\0UX!Z$$*KM3"^DJ:BDF)$M+/+!*",>O!(Z-V/#+3NXSZO#JK M*7T]UZJSVBZM:7A8::6S&(K>A"VOM+W$[F[74X)SNM<6PU+1T:'=W<&C3>DD=Q)S98Y6A;73 MA$X1.$3A$X1.$3A$X1.$3A$X1.$3A$X1.$3A$X1.$3A%4][-=W4UG[!N\#BS MK@^!4VH70]"8F/\ 6D>):0=@J8O8< %[9@27(C$>0F!R868D9BO8C[(V)*6G?FCMCGTT9:[U9:@'%5-P((#V]BPY(W8MX'^)A'1MAB,>E.WMB4I&E+\X MQCU"P24'UCS^8P?J&+.1"SGE%*NJGK:JHK*EYDJ*J:2>:0\722O+WGP&\3@< M , :!6B@@BIH(:>%H9%!&R*-H_"R-H:T?D!D\SJO>\^=?JJ/_<%7!=?;\6\< M61\1NL%'#[':P8QC&# /T:0-SXJQ^7&,_)E[))3!9_'/KR+U9SGSGEY?0Y#I;>^MMLI.=.[U,DD#?\ QHYZ5ON&F%7/;ND?2[3W#=PV.J%/61CP ME@:R5VH_%413G0G4D:87@]1=DYK7?2F?"G)+;/Q2.LW@.18#\@F4L*P3*G_W M<9]4O;HT9@.G&1^G'.?I?MHNFP-Z]5KI+>*:Z0D ^JZEG8)G>'\G) M4CW^]<=AJM]'M/;B7 1U)FHI=<9;/$[LAP&([U*Z*DTU';[PP&DC&-K[U]A6*KJV/W:J8=TH>O M>IPX->!S[",25!!T/9;O%P5%DPPPT8S31C--,&(PPPP0AF&&#SD0QC&+.1#& M,67V P !H - . 57OC[3D^\G4^TJQ+T0: M\86N]F[./B/ B&8L=5P$9Q7G'W1:2@>IJZI\CQC(34C88PLZ943Y",IW?$F1 M>H!@<5N]/VT>Y#:]EH'X=.1=K@&G_A1F2"AA=CBU\HJ)GL.H,-._F"MO>BRS M[\U=?)6Y;".X4F0#_%>&2U4@SJ"V,P1M<.(EF;GB%98Y6%;J3A%5&^H>A1K5 M;VO-G%)Q>S*:YDT&4J@@_)@^#24#ZD*-%CS^T-*L!2(K L8R("1QT:;>W/BX9QG747I(HR:ZVU8;D2TL MM,YW0T\PE:#C7)[RXCP:5!%3-E*:NM^K+*3C])M?V+"9ICQYQZ@QF1MKR84+ MQCSZ#BT0RAA_<( Q!S^&<\WI>:&.ZV>ZVQPTN%NK:+J?YJFD@!U&!NF3(.<@ M@%8!1%U'6TE6T8-+54]0/O8_@2LD_([N#RU7TD2#BE))*@@83"3RBSB3 Y\A M&4:# RQAS_$(@"P+&?\ EGGG 06DM<,%I((/$$'!!]A5G 00"-0=0? K^O(1 M.$3A$X1.$3A$X1.$3A$X1.$3A$X1.$3A$X1.$3A%4K[MMCA65L(STSD]^J(P*N_2Y@)'KLME(Y\<(UU;WBH[>8[9$_-/ M:H]V0#[KJZH#9)3D?>[&'L8F\V2&H:1JH7$2)8Y+$CJ3HD*-,#)J MA6L5&@(3)4Y0?S&'J#S %%%A_$9@PAQ^.>;O>]D3'R2.:R.-KGO>XX:QC 7. M0"UPUKG.:UK2YSB&M:W5SG..&M:.9<2 !S)5^G4>BTFMNN54TX0 M$C+A%8RG')E*?&/;7S%Z-.?):M"/'D1A)L@<7 */)@AC+0%I$_KR D&,>>^V M-_?M/M+=[TXN[.KJG"E8[C'10 04;". <*>.,R R%[L9<2K6[/6IMELU!; M1@O@@!G7F+N"OTYQ@M*W&J#/ "!9QNST#WAE MOVRDM\K]V.]VV>EC!.&FKI2VMAR> )AAJHV9XND#1JX+#=MZ(U5H;.T9=15, MRD!A?PY![XW'H&D\E2GRO#GSC/JSC/X9QYQX\9_A^_]W+F[I&OQ./9^ M>FO3&JU%V!QP'34.\ZGZ+Z+F@]N%WIIIKE9GR JEKS5T=:WTX \F>91$210Z M58$+.>W=I-CVPVBMNZ6LANE1) ",?RU6[OE+H M !_N\\7#3HM]V2I[W:;?.3ESJ:-DG_=A'8R__HQRZ\YB2[1.$3A$X1.$3A$X M1.$3A$X1.$3A$X1.$3A$X1.$6F]A+D8M?:4LFY9%@)K= 8NO>240C,%9=WC. M HX\Q%&9SC #WY^5-K.0/.< "+..ZVQ@&7U-01S;3T[)9G#B0P@ D@+K;Q:ZR67/SM)7]R/SG)J]Y?%Y[DY*Q^@I*6AI(VQ4M'3PTM/$W01P01MBB8/^EC6C/$\ M3JJG3S2U,TU1.\R3U$LD\TAXOEE>9)'GC]Y[B<I+2P9MR//Y0*!24TA^+ ,(@GI(VO*\8\^K&LO3'M% M]A;&U5-$_=K+Z_[*@P[#FP2-+Z^7'$M[JUU.2/NOJ8RLR]']I^U-HH)7MS3V MMO?YLC0R,<&TC,\G&H(F&>+() KG/*2JR*<(G"+#;#@,4M6"3"M9TU%/D-G< M<>(I)FDX0@ 7,KXA.;UY 32\A-3G9(/&).J)$ ]*>$M00,!Q0!A^RWU]5:ZZ MDN5#*8:RAJ(:JFE&I9- ]LD9(.CF[S0'-.6N;EK@02%^4T,=1#+!,T/BFC=' M(T\',>"UP\-#H1J#J-0J?UQ?3N[61Z3/@Z6L&J+%@WSCS(W^DS\\PV<9;##1 M"2IGIN'&E\:RO2DY"2H6(I$%.N&#*HI&@P=\%-;6T?V@=EZBF@^V:"Z6^NW& MBI[M#%5T7: >LZ&05+*GLW$DM8^GWF [A?)N[[M<5.Q=0,G4!H.Z);^H6CMY=/8S)M?-AZD2'U0OD"J7P.>1RR8"_X MACLYD$ER%AC(V\'HR7A >SMZE6WOJEV$J0*2'D2IKU1Z6;WL3M=4T MU_V?NKVW2.G925U#4VZO@[Y%$YQIYXI^[NA%1"'NAD;-(ULD#8@V1IA#) '@18^69] 6S&!<=K:F/COVJU[S> M6625]2S/_JI8Y&_\W&3Q"TSZ4KUEU)887:-W:ZNW7QW/NS MQU54>4\ROA<583C[Q/MJDD1"0)% 6P0OP$,@UH MRHE17K"$PHR5GIQX\D8Y2STS[2"^;72T,#]ZBV?C-MCW798^LWNTN,H')PFW M:1V,@BC:X'UE8KT=6?[-L#*J5F[4W9_>WY&'-I@-RCC//=,>]4@$ M-2YIX* M1NWK7@=$U78MT6B_)8O7-50N1S^;2!9G]@TQF*M2IY=U?HQ^T/. C2&X3)"< M#4+%(B4J8LP\XL M1+/E6DZGOJ/'G?S;IAUEOG61)J^@O2LY7:.I$M52MY=S M+B:HG+I,Q*6L1+LPM*$2A:W0N4&MV!L?3'-0'9ZCR M>F>GT5J#A2H3^N/M9F>\>\79;J5(:@C$!9-#K645U')DRR=U>76PDI-BV5"0 MN;VUKFU&D9%&4T$3+\IT"E:7[[@>5@SVR2Q#=% .<^'GR%-API7!^]UK[\53 M%($X:$ZHUYM9+':0NB.?L%A70PTPCB<=(;2SFMX;G-^4$$O2E>$48ZC<[ZBM(G/5*NGO6%,E3$FJ%*E1OC6Y*=.G) (PX\\XQR" M64246$1AII@@@+ $0A"P'&<\(OX]*7+ )S.);$_F/3 M.L;4B)E-]B-DK/:0JU@/>4F%^KT "++IX_T4]?#^JFKX10I+NU>9I.[MGZG0 MU#&!PITHR:(SV?6' < MOZ?K]%&=<>&5RWNAW*;LU=VF#ZQ--=*ZJV/L!54+#:S,XSB[LU2I7(U,;<)+ M(DQJAX0E1M,!H1-Y@DWN.X5*[\0%DY-\ S/C[/C_ $3.N,?ZYY* X21)K/ME&Y)8S2U)P"/4JVZ&X13-]E:I*G"(>&Q@8SSU8P9"$Q,$7K# M'O\ /GVIDCEGKCSKX*2OK2[2=7^TVG72T]>'1]:WR%N21@MBHYVA(9[(JR1K M2U1J%#(VY(J7-ZUK>"T*XZ/R-E7KVAU B7I!')'IJ>FAL<$!SU]X4,LN^IYK M^A^V:V^O[:*I&.LZ(@EC&56W;--DKQKH^^6/&5;20C9X:J-7JV] M[>6QS5&1_'Q7A4G,:$[H>DG&F?/M'7Q4;VN,=-?$JUBC6)'!(E7H%2=<@7)R M%B):C/*4I%B124$Y,J2J21#)4)U!(P&D'E#&4:4,)A8A!%C.87)0PW]VI3*F MNX_5CK 05%&7R(;"Z_RBYG2V%?7ED/X8H8PZ65WX(V/<= OBN-?3VNAJKA5.W(*2%TLA'WCC1K&#G)(\MCC M;^)[FM'%4%+JMB57M;$^MZ9F>[(Y_(US\N++$,Q.WD'9"0ULR(1G[3[@3 &(0@YSGT(L=IH[!:+?9J+2FMU-'3QDX#I"W+I9W@:=K43.D MGE(T,DCR!JJH7&OGNE?5W&I.9ZR=\\@&2&;V R)NN3X+8FQ0((P@>7=M M"( L#].>HVXVEBV4V9N=X+F=YCB-/;XW:]K<*@&.E;N_B;&[-1*T8)@AE((Q ME=ALY9WWV\T5N =V4DG:U;VZ=G1PX?4.SKNES<0QG7^++'HKYB%"C;$2-M;D MI")O;TJ="A1IBPDIDB-(2 A,E3D@Q@!1!!!8"BBP8P$!8 A#C&,8QSS_ ))' MRO?+(]TDDCW22/>2YSWO)/LY_(>] M<3]]Q'7[#-7]4K;Z^MO=58SMSU)RF",=10*&WE6*ZQW&LX8[M#(\00$:;Y#A MTD9*FA6F,4+$9%DHQHU+A)#R#PZ M0N2<(JC_ &F[EW=VC;3*NCKK5E(VQH&$W'8KM4R>ZKCE4UFE5DHI95C0Z(U" M8M>J,PI+9)LC;5Q*F32%:DJ@I:C0YL4U 7$G)+1[STS\\*R)IUJ)2.BVNUZ/3B,HHL1QP4B%. MB;$B%"F+DJ4VBFSNS6M'=YWHNFM6B=@[R.L5%?(&RV+"4- MCLY*9LC5D.Y+ZH5JD:&<_#AIP M/M]ZGN_I5^U+_M^MC_YL:%_R;C3K\/W\]5&\?\I^/T4*^K%UW5?_ -5_!K$O MW5V6Z@6&IU#DS2IIJ:SB,V$^(FIKJ>0E-<@,D<23IF>@]QU(^?N0'+AIC3S\?KST_>Z5RW)0WU7[98]#ZS2K;BQ6W3U MF0-U*PR:QJOWYZ0NU6R-$ZNY$DEA"EF((CR(PQS4IC2LG*BBA%$>!Y\X))'BB&EX M^=#Y [-"Q2WEE)34[UDOQD(1A$'$*3]TZ>>!Y?)=*?3^U=!*JZ>]%6Z!-[>D M3S&F&JSY0L1$D@/>IU8RM9*98XNB@K'N+7 AS7C90G*1F')F]H0-@1 3H""2 MH*DF_%3U(E)9ZZM[7U5-)[%F0!:5B1RJ102AK<=7 MU2WD8+3 <#IZ[/2L!X2\F$G39S #TA7'XY/(>\?/YKC^+VCX_P!!S\5JO6O2 MV@]_^\#Z@S6;8V* DT!F<=BQR->FPE(E$%E:1ZBQ4?L"!NZE*L^PS*-&JSS6 MMQPG/3*$YZ]F=T3FPNKLUKH3&KO]>)2 MJP1U_P"YSP,\F)GQ12XE-S)74L=UII^&>+DJE:5E*(>%PE%-R,94><%:VK'J M'R)B>3K^GGQ4\\'W:?GU\/S65[RYQGZM7K/SC.,XSHK9.<9Q^.,XS#MV_P < M9_C_ _=^_&?/)Y>\?-.8]A^2N \A2G"*NWV[;%FV.[H]9H0O$;%XBY$/5FK M$9@_9=Y>E"/[7%AC!G!2E%& F_<',K/O$YD1J0D825T=%RRGH:V8;;89-J;A M$!55L1@M4;]T&&B?CM:O!]9KZHCLXCH>[![LF.I"TSZ1;V:R5MCI'Y@II!+7 M.;DMEJ6@]G3Z:.;3YWY A8R5PF'A0R(\X$' B3 MI*K\R)8$&?2<@Q' '! I1F@#57TQ;8?;UXCLM')FW61SVR[IRR>YN&[._3[S M:5G\M&3PD-26Y8\$[U]'FSWV7;WW*HCW:RY-:69&'14+3O1-QR,[OX[NK.P! M 67/&RKJ[G5DO3;(GEI@,1D,P<6>(,#I*Y8[HXZU*G8]KC$89$RQXD, M@<0)YN)R=&E),.. '.FUL15COI_M7+\N"_-T^Y?>&LYA6>P^UT M[?JWINMK%C[U&Y'6%#1M4SIC$Y+!)T*%]:T*G$=BM?1TUP1H5ZB/5LI=P@/0 M2X"I24#F3S^ Y?NIG5'4CU9JS3SU77+H^H/5&&FJ#S=7:7&><<<(0S3C#A0S M)HSC!B$,9N1Y,$/.1Y%ZL^>//DI@=!^2@IZ?ZFOSJ:[1]O\ K)QR%P;%*V65/'#4B3 M )NVF+GZ\_J@T)'+C^W3]/?G*X5TDV?L7K [7^Z2S+>T$[$[,SBVQJY[@>1O8GA[61%I6LCPW2MK4L+FQ+GE,X$^\=@11/L&'NGG\ ME R"3CB>6.&N.?CCW*9_^L95_P#X57=%_(X+_P D<*<^!^'U7C]]^_.Z=(Z. MU@W:#ZZ;#2>X]OV1>C.FL'J^9RF:ZUP@R,1]X?%+PQPIM?EL5M9R*E2>.1Q0 MM- FCCBWR=T1JCGEC;/40YY=?@HP.I3>S6;JMUA;:=AW5CW,S&V9@:Y">][;T!FG(])BW5R-;0M<0< MGE$(K*M>B]E/\=$,L_W!^KTX*<^!'Y?(J'GIXH#W6=[U@3NIK,A4#L>W MKJ\F\N@6I$RRE+\)6E5_(8UJ\GXJE.H]?M'%C$TT' MAK[R2@XGV_(?16O>%*J>N]+W&/ZMB+W8"IK-'3).G"AA-MP$"E8JO*?,U3(D M>&8V?X:0'AQ_5)J7+"9X]/=J5Q&1IC(Y'/Z\/HNWYA]0M)9>U'Q[47J/[2;HM]Q2F M$1YFL?6U;3U=('K?:.FK]V<[1.QU:PAWDV_PN:\US&E[<[M-,5TYO+.\ MKV!8YM2MV9S'A=F*PQD:&AC>GI#$89$FMM/D#LZNSL0UR3P'3Y\4 XGF?TY! M:KZMZ9N"'?4(=TUGRZJ+*BM:S]IC8()8^S2N!;MP"TK/CNG=/W+04"VD;8+-Y#64QCTU^I1.F-/#.?#/#PU]J@ YUUP#KUXW&TA57,3A!Z\6$KK0=4PDPE:?(%">#IE(,A&Y+/&!E#?LEY MR)I:S/.2!B*^\5$5PN4;H[1"\/#'Y:ZX/:LVD:X'UW<1VV-8HSG=R))!NAK) M(!%%=*5:@]6J$>J5*CS5*E2I$(Y0H4'C$:*Z]U!TM_6_.$DAEC>+%8Q1<4J>\G%^@J2N"?)9 MZ>+IL^,"&2H\EFO9I?\ <-GJ3>X2J7I3 X1MOMS]AT#Z6CD'VM6QED :[+J2 M)V6NJW]'-U;3@GUI?6PYD;PLFV9V8%TJVSSQ_P!WTSP9B1I.]N'"G;PR#H9B M/NQ^KHY[2K#Y199)99))8"BB@ +**+"$!9998J86O4(N/4.V8G=AJ6B7VLZC99[45HW-TMU^C$->]EHDJV+UZ8)G!WV60MGLE5!*EALRF\9DNPTIC->O[)*'' M,);6YC>1O#?$X<\R6?!=8FU//Z?5./GAS6YT?90RO^TX];8C33Z\IR)#6S." M5/5EU97\ME<H[BJBG)_(X[-;8I"*(Y6C9)K-8@-4]-4D99@T-L/>E M$;/PH(M,03NRUSL&?0MG8FEM65S9]GOU0UQ-&JZZ.?Y^ZRIL5/K4POLJUY99 MPLNY/'Z.K&:*R9U85#ND$Z1AUF\5AK"]B=$,9'#(RGN..O)9]07:G&K-9 M8#-[FHFP.ZH3F\P@#@]"2MJYG?65IE%IN$]KS\\6FC@[?KEL#++(N>;T?$()1#N\4E M&$4[,W&PY"TT]7.KM@RS: F27ZS6)2OZP*W9F6M&;7&4P^'3B8NUL M.;J5&'IC?WVQJ]05^D8D"J0/ZB2GY=F:-HXU)EK64K=M+[C.6Q^E3SM;5]/2 MQDD.$UYM[+3T]>(LTRM-*:5LB?58Z-#^[(7-TBB%0:^P)P7#PG=UZ(I.8!*% M>>/]L(BY:ZN=T;.M^H-=(%L EF(ZUG-A[JPQM6W,,D=7J0(%[JK(M0T[W"3Z?+[/M61Z[J&7 M71)KWUO6W7)2:9QU5/4[OO3<W;(@E72M\!'IA*&*.I7 M9S$RR9YK^)S9A:2G)<1=O[2;3N&NTBUW@\9IN77;/ME[/D=4P*,Q201&+E-[ MU'*EL"WE[W)GR9N;6V-T80QZNW<;LL3#7NJ9/ZC6EE?G+"5F7D7)L)[4#WM7 M G>>ZI6G5%72K9*3Z?2&RI#/:C>R(GL)#ETW8W]O+C$6E;J]R"KTTK@+U%2; M&3X0+U#D),NQ"01[)[T01:?C7>[KO(FI#+BX<69!YQ7%N6)4"B.WA0\[L22D M5354SNTBJL&OX&_ND262] K0-+B%NB=C'02;/#5&5C]46XX] MV57!+I9!ZZCN@EO#L.V:&'L[5\?>KCH1H0N5+MBQD:9&Y35]+F3BGA4S0/

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end GRAPHIC 12 g600976g12p60.jpg GRAPHIC begin 644 g600976g12p60.jpg M_]C_X 02D9)1@ ! 0$#P / #_[1JJ4&AO=&]S:&]P(#,N, X0DE-!"4 M ! .$))300Z $G $ $ M MP'1E96Y":71B;V]L MP !F &( =0 M &T =P!E "T 9@!P M #$ , !< $$ 6@ P #$ -0 Q "T 6 !% %( 3P!8 "T ,@ S /<')I M;G10.$))3009 $ 'CA"24T# M\P "0 0 X0DE-)Q H 0 !.$))30/U M !( "]F9@ ! &QF9@ & ! "]F9@ ! *&9F@ & ! #( M ! %H & ! #4 ! "T & !.$))30/X !P M #_____________________________ ^@ ____________________ M_________P/H /____________________________\#Z #_____ M________________________ ^@ #A"24T$" $ $ ) " M0 X0DE-!!X 0 .$))300: ,U !@ M $W "=0 0 ! M G4 $W ! ! M ! ;G5L; ( &8F]U;F1S3V)J8P $ !28W0Q M ! !4;W @;&]N9P 3&5F=&QO;F< $)T;VUL M;VYG $W !29VAT;&]N9P "=0 &7!E $YO;F4 M )=&]P3W5T 0 * !/ !X E" !!" M !@ ?_8_^T #$%D;V)E7T-- +_[@ .061O8F4 9( !_]L A ," @( M"0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,# P,#!$,# P,# P,# P,# P, M# P,# P,# P,# P,# P, 0T+"PT.#1 .#A 4#@X.%!0.#@X.%!$,# P,#!$1 M# P,# P,$0P,# P,# P,# P,# P,# P,# P,# P,# P,# S_P 1" !/ * # M 2( A$! Q$!_]T ! *_\0!/P 04! 0$! 0$ P ! @0%!@<( M"0H+ 0 !!0$! 0$! 0 ! (#! 4&!P@)"@L0 $$ 0,"! (%!P8( M!0,,,P$ A$#!"$2,05!46$3(G&!,@84D:&Q0B,D%5+!8C,T)E\K.$P]-UX_-&)Y2DA;25Q-3D]*6U MQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$ @(! @0$ P0%!@<'!@4U M 0 "$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D8N%R@I)#4Q5C+RLX3#TW7C\T:4I(6TE<34Y/2EM<75Y?56 M9G:&EJ:VQM;F]B7I[?'_]H # ,! (1 Q$ /P#U5)5Z,AUEKV$ M 26_([5824L0' @\'0K.;TW/8QE;<]X8UL$[9<3[8.^QS_W?^FM))$2(V_B@ MBW-&#U/>[]=.R/9#1),.^G^[M=M^A]-)V!U-Q;^O$!NNC-2?9MW>[W,9M=[- MO_&^HKN1]IV#[/M+YUWS$?V?SD%O[2#AN]-S>P)@Q#OYPANWZ6S^;:@1DA?T_/)K>W->'-K;78")#BW=^DT+6L>[U/W/W/]'6I58&97<+ MG9CK" 9:X>UQ+0T_HP=K6[V>HW8CTOS#:6W5M;7MD/:9UGZ*L(C(2/PUC2#" MC_ VYC>F]195L;U%YU:"2/N2\/LBCA'\BT3T_)=Z>[+>75ETO @D.+3M(:=GYKVM]GLWIF8 M.<*[FV99VIGO2VX3O7RA?[8WXAM>['!P'X_OMN? M=8 6B7/V;3L_P;WOW6;F;_4=[_TCZ_YM7$ECY'VK_G%C[1G>CZ3I=6:_LG+? MYYCF^IZGM_?W_P"C3M9$_;V6:!V$EA6'*K]4#]HE@W.EGIO.A=_-^HWU?=_H M_P#,6AA9%Y><>RFX"L._6+=OOAVT']''T_I?034O_]#T;'=MMMWV_R?II*==)1?974POL<&,'+G$ #Y ME9N#US$R:K+&NLM:VZRL/KJL>P[';/T=M57IVL_EM1$218!*+ =10M8;*W,# MW5EPC>R-P\V[@YJHMZO4[+MI8S(L[;^?8HWY/4'Y M>,*L)H$OW.ON:QS?;])K*!E;VN^BC[9V.FG7T_FKBZC^*_4,2UM-EE5^2Y]A M%88RUC(]4LH=96ZUFQKZFGU:U*[#OHJOMINOR+'N%C:7VAC1#W6&NM_IN].M MWJ;?^+KKK4,UG5WT:9&/C$V5016ZV/TC/SGVTM]WT?YM%MQ^HFM_ZZ&2UT%M M+=-#!_2/LW;4N 5\PU/]9/&;VV:CZ'G$.3?9D4"UEOJEN3[*JR+'>OOL#-OL M^@[T_4H_ZTH8.7E'[3D8E3\UCMQ ^U,L:+ 'W?9ZI]M/Z6WT?^+]+_!UJWBG MJE.-2'>GFM%;)>!Z-AT$N]/])0][OI?3QF(_3+WY<^JVESIFN^/4$.()K<\2JK>[:IN>UKFM/+S M#=#S!?\ ]2U4.H]295595C-?E93"V:,>"\2YOT[';::?9[OTUE?J?X-$1)-! M!-.@H&^EIVNL:#X$B=!N_P"I59_4< M=5E$T-<"UST6,!E@8]L.$.:UX'N9^8D8R&M:>*X&/4_8VAD8[K!6VUAL<- MP8'#<0(]P;_:0;>H55@GTKWP7-.RI[M6G8?S?\U Q,#"Q;;KZ-?Z/\ G/\ #I<,B#710,0==?K2<=5I,?H,@$@.@TV=W>EM=[?:[\__ M (O](K&->,G'9>&/J%@G9:TL>/)];OHH-N=:UYKKQGV6>XAF^II+6G;ZC6NM MW>FY0?G9@,,Z?<^7EL[J@-HZWZ.QS[-G\Y^C304R'7OXV__T>WP6&SJ M'5S9014]K6M-U9VV!C75/CV_IJ=S?S?S'H^'4[%+J; ?0#:X+@]KG5 MM:TL;L=[Z]JKX#&6=1ZPP2 0UKA6X@R6N)(V?0L_XMOTU8Z9;7E=%996'TBM MCVFL.<1(#FQO>UGJ-:DI(WZO=,WMNN:_*O:-+ MS#87=/N])^Y[W41MH?N+G[/29_1G>[^?Q_\ K]>1_-+421))W4XU&;E67Y#! MCY1R*BQCZ_T;:V^WU/9E/V,O:[U?\#ZC_P#@:TK6]7&=38YE+@RFS] QY-VK MJ=SZ\FQE5/T?;Z#Z:_\ PPM9E;6/>\3-A!=)TD ,T_S5-!3GU9E-SA6RRT7; M@VRA\,L8"/IOKM3BY5?43EXM>8T$-=&H!C-T/#H?:]F/0QUEKK=WI[C+@WW#U"?3 M^C_-U^Q'OZ?]H(-ED%H'IO8-KZW#=^DI?/L?[]G[EE?Z.W?6JV!U-U5?I]28 M,9SK;&LN#S90[])8&L&2]K/3L_,]*]E7_ >HM-MC'/:F6-D.TT]2O8XU'T[?3^AO_ZXKF/197IL].1Z6V=T1[O4G^5^ZD?7]9L%GH;3N!G?N[;?S=J2DB2 M'9ZTL]+;&X>INGZ/YVS;^>GN];TW>AM]7\W?.W^UM]R2F.1C4Y-1JN;N;(([ M%KAJRRMP]S+&.]U=C/H(73*;*.GXU-MEEMC*VAUET>H2!_A-C6-W?V59;,#= M&Z-8XE0I];TQZY:;-9+)#8GV_2G\U)3)^_:?3C=VWF T,U)=#1M_2%R2DR2&[UO5;MV^E!WS.Z?S=OYJ5WKPW MT-L[ANWS&W\_;M_/24D24;/4]-WI1ZD'9NG;/;="3-^QOJ1O@;MO$_G;924I MS&.86.:',<"'-(D$'Z0(6;3TFVB_(.-DWXU+]GI536^EH:V-E%5M=CZ:_P#@ MV/9_P:T*?7V?I]N^3]"8C\WZ23/7]2SU-OIZ>EMG=Q[O4GVI*:5->>SJC/M% MM-M7V=_N;6YEN[?7$N]2RKT]O_36BAN]?UF;=GHP?4!G=/YFS\U$24__T_5" M0T2= F]1GBHW_P T[^/"QWTEU));2YAI:&.%KZZMH%NS92USMK-CF_I/4_2? M]93)2(-+A$$.T'M) G4\*CDY=UKGXM3+:V/)K9G5.H<&N /J/V7/<[] _P!F MUU%G]10Z56*S8 UC9M<3Z=ALUC\\O/ML_>63:[$%V3O%9M&\D/;A;B_=QO\ M4^G_ ,=7_P :C$DC51 #=OMZG7:ZM[\N?4_0N8W$ >T;ALK;:]K_ ';OS_?^ MB]3^0K++\_$QVV6MMS7W.&VLBFI[!M'Z)WO978_=O=['HN8?UG!W:$O/(K)^ MC_PAW-_]!_>I]1/MHCZ7KU[8%9//NC[06_F;_P":_3_Z).6MM)5\ZO"MI#,T ML%;C[2]VSW0[Z#Y:YK]F_P"A^8JO[.Z07$[SV+AZ]G]G_"I*=)1>W>QS9+=P M(D:$3X*D[ Z8;'.WD6N+B?TSY!.[=M:;-K?I.0_L'1!(W"0WW3>\G:2=N\FW M=^_LW)*2#I=@: ,[)TX)][HBYPAY_G M-C?4VM?_ %4YP.D&M@W^P#V?IWQJXN_TG[[DE.BDLT=.Z0!M+R8$DF]\QI]+ M]+]'17J&5UTL949K:(:2XNT_KN+G.24__]DX0DE-!"$ %4 ! 0 M \ 00!D &\ 8@!E " 4 !H &\ = !O ', : !O ' 3 $$ 9 !O &( M90 @ % : !O '0 ;P!S &@ ;P!P " 0P!3 #8 ! #A"24T$(@ ! M+DU- "H ( <@$R ( 4 M D(=I 0 ! I - / 0 \ !061O8F4@4&AO M=&]S:&]P($-3-B H5VEN9&]W 1L !0 $ $F 2@ P $ @ M @$ ! $ $N @( ! $ \ ! #P '_ MX47 :'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP86-K970@8F5G M:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/CQX.GAM M<&UE=&$@>&UL;G,Z>#TB861O8F4Z;G,Z;65T82\B('@Z>&UP=&L](D%D;V)E M(%A-4"!#;W)E(#4N,RUC,#$Q(#8V+C$T-38V,2P@,C Q,B\P,B\P-BTQ-#HU M-CHR-R @(" @(" @(CX*(" @/')D9CI21$8@>&UL;G,Z&UL M;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C O(CX*(" @(" @ M(" @/'AM<#I#&UP.D-R96%T;W)4;V]L/@H@(" @(" @(" \>&UP.D-R96%T941A M=&4^,C Q-RTQ,BTQ-50Q,SHS,SHP-"TP-SHP,#PO>&UP.D-R96%T941A=&4^ M"B @(" @(" @(#QX;7 Z36]D:69Y1&%T93XR,#$W+3$R+3$U5#$T.C0U.C0R M+3 W.C P/"]X;7 Z36]D:69Y1&%T93X*(" @(" @(" @/'AM<#I-971A9&%T M841A=&4^,C Q-RTQ,BTQ-50Q-#HT-3HT,BTP-SHP,#PO>&UP.DUE=&%D871A M1&%T93X*(" @(" @/"]R9&8Z1&5S8W)I<'1I;VX^"B @(" @(#QR9&8Z1&5S M8W)I<'1I;VX@&UL;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O M8F4N8V]M+W!H;W1O7!E+U)E7!E+U)E&UP+F1I9#HT-#5!-$-#,T4P13%%-S$Q0D9$03DW M-$-!131$0D4T-SPO>&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/@H@(" @(" @ M(" \>&UP34TZ2&ES=&]R>3X*(" @(" @(" @(" @/')D9CI397$^"B @(" @ M(" @(" @(" @(#QR9&8Z;&D@&UP+FEI9#HT-#5!-$-#,T4P13%%-S$Q0D9$03DW-$-!131$0D4T-SPO7!E/2)297-O=7)C92(^"B @(" @(" @(" @(" @(" @(#QS=$5V=#IA M8W1I;VX^&UP+FEI9#HT-35!-$-#,T4P13%%-S$Q0D9$ M03DW-$-!131$0D4T-SPO7!E/2)297-O=7)C M92(^"B @(" @(" @(" @(" @(" @(#QS=$5V=#IA8W1I;VX^9&5R:79E9#PO M7!E M/2)297-O=7)C92(^"B @(" @(" @(" @(" @(" @(#QS=$5V=#IA8W1I;VX^ M&UP+FEI9#HT1#9%.3DT0T4Q13%%-S$Q0D9$03DW-$-! M131$0D4T-SPO7!E/2)297-O=7)C92(^"B @(" @(" @(" @(#QS=%)E9CII;G-T M86YC94E$/GAM<"YI:60Z-$0V13DY-$-%,44Q13&UP+F1I9#HT-#5!-$-#,T4P13%%-S$Q0D9$03DW M-$-!131$0D4T-SPO&UP;65T83X*(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" */#]X<&%C:V5T(&5N9#TB=R(_/O_; $, 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_ !$( M 2L"70,!$0 "$0$#$0'_Q > $ @(" P$ !P@&"0$% P0* M O_$ &$0 $$ P ! 04#! @0"@<$"P4" P0& $'"!$)$A,4(146,1XP1DT1H$G M14A25G.&H='3X?_$ !P! 0 " P$! 0 %!@,$!P(!"/_$ %D1 M $$ 0," P,( @L+"0<% ( 0,$!081$A,A!Q0Q%2)!(S)187&!L? 6TR0S M-#5"4E1UD93!%W1VDZ&CM+6VT=0E0T9BLUC]JY+IC%1>#J-,_LEB&0FL1\& )!=V/ MD0[#RM#7_)3D?VG6>>W3K7&QG:9[!4;8*%7N@02OR=OIPC[1Z"*$_:;(8V^. MK2V""U3# 4-+W B./RX,1]J3'8JEG2^9Z5K(T M.FF:(IX!DLL4;<(9YP:0V89"$@(K##G<;U*]*UDL7'E3:2.:G!<"3A9JQ\[L MF-186O%;RV$R>.K M3FT<<]RG/!&\I#S&(BD!FCF(&^22+;8TSU Z\ MU?:VHJ2V,ESX$UN-%^T/B;?:F"BD=,96DR'G!T[3#;NHC^V\I:1U2%6>\>GL MP-.L\;3V'Q]GI1=4(Y W%PFB)R;<1:0.3MR'?P.HL"5B*H.8QKV9V-XH M&N0=0^F1@;"//?DQ1R-Q^<[@>S/Q?;]!_(SDO2:7TRP\2ZSR/H$_G04U(*2( M]X'RJM7RL,20G#'KH4!J)R@M8D.P7'I)QF)):6,BD)8WYU41:-?)M-9C&7L5 M7SN'S&.CR<\ Q"5"0+=F$YHXY1HQ3M$$]H6D9AKD8DTIQ!+P8V=(LYCKU6_- MBU)%U"B@)P=RE829XQ,H^7%UZC7DERJHT"C63L MG6N-TXU8^8@NBSW85[A;J1 ;-9 Q"!ZD$S>QA&P4]X^?'#Z^4W!;E$T$Q*/E M=3)B&,]EIG+7,C?K87$9J[!6RMC&QM)CS\Y')&5@XZ]^*#JQ5[HUZ\DEF+J. M$3Q3/RX Y+RVA%>/A<#RYQDT(G-4.7IR35GFFC"&3@Q2= M2-N/(F99='[UQ*51 '4(_6>=N\XM,]@57KTFW _NH6*2')3+8V(=W-T.7/2_ M!G,/PU2$R(S\*8Q);:=BOH;TRT_G0OV,46'R39.I&4UFAY.?S<,0L#O*=?AU M>GM)&0FPN)B8$+NQ"[[(YC%%3AR Y&D]&P8QPV_,Q>7DD)R%@&;EPY\@,7%W M9Q(2$F9Q=FQ6=Y9>,HSGP'JI#N_+8?.K3/(BJQ;G[B&;#V,F(EOP2L "]N5[ MYB8-DQGT3HXYN2[%2TMUY*&4[2J1QS6J8TYGFK13") MQ26&X[0A*)"\92.+&[LPNY=EKGJ/ QTX<@>7QXTK!G'7L/9C:.>2,G"0(7Y; MRD!"3&T;$XLSN^PMNLHG=]X@-YK$[)-ZWSMGE)#X&AW0_O<$4DR=4!D MM4AI3O/7B,1()IQX;0PF)@43T:FVJG=-NE=J-3 M*UZXUIV$38)V877;+8HDYXBB)*$\];)*+733+BI(:%"E(EML/HVA,MA=!:DS M.4R.('&W:EW%T;-RY%9I66.(HJLMFK6,&CY#-D7BZ5)R9@F,Q<'(7W4?D]78 M3&4*61>[6L5K]J"M6D@LP.!C)8C@L3B;GQ*.DTG4M,SN40B[$S.S[2C8_)SQ MXJ-*JW1K+VKF@:C7A+BZ79YMO#-BK:VSK:I#E;?U*5]MMQ$:VY-<&IDHA-:V M]*4RUK:]1-;2VI+EZWC:N#RD]^ALUZJ%.=YJ;EV!K(\&Z#F_:-I.+R/V!B?L MI"?/X2M5KWI\K0BJ6]WJSG9B:.RS?.>!^6\S"W](A38KR?JV_&><:7]?16_3>1%FK M9I6)JERO-5M5S**>M8B.&>&0>Q!+%((F!M\1(6=OH4E!/!:ACL5IHK$$PL<4 MT,@RQ2 7H<<@.0&+_!Q=V5(/&[S;UVOO';^$6RC(H!F@6_HD#EY=!E16!U:H M\ROY;G-N)QMN0821EBKIJ ,EF*^ER4\V+L8V]3:%?!Z?P.H*E] M\A#D:>-DRL+PM%)B+F4QT.2IQ&S&;R5K,!RA#8=@9Y:TD9,QD(JI8+5C97,9 M;#V:C4Y:=FZ&/D:7J!D:U"Y)2LR#[H].:"4 *2'.>455N?C MPSY!]2GU/D5;;LG2 1::?LT6'7A;5(ZE;>=#WWCAC0QGY@WJN1I3<7:=.*GS M]#XFI*]-;=B:('/? M9HX^H;BW+:0Q>H*]K"#FL@=;&P=>]#(4TXC!&U3(6:(.\LO!N4O0$F'UYGP' MEVWD*K^17![M0[)U"I=>YY8>?4QB?)N%N%VH1*"U1D7%5.(*LLI$K>@2HD). MYCS9345U,7:9'N;96A:HZUIO/TW3GR%;)4IJ55C>S9CL1E%78!Y'UR8OD7$?>=I.+ M\>^VR@;K'M#O%3E407(=Z]SZTORNK5WE)F%7KS5G7ZQ/+$X$$\<,[>)(:;#4 M>*0:*6IUI;BAT5+B7?<>;<0BP8?PXU;ESE%L/D:@AB+.7A.S0MB-J.**22O7 MA9HG=Y[Y1O%4$F;J%L[;CL[P^1UKIW'#&[Y*E8N MS15!-I+#MOP%G9^[.S=38O-GGU5\@:Z$/=/Y2'\=;'XO2NSB^CD3D*/%,65S MJ(>G!V MF672))C2 >9,=C"X,&21ES&?CQY&VF7&-YZVA7IF!Q&3M&(%(1MNQ=G%72J-PJE_K0>Y4>R!+=4 M[!#3/!V2N$X9D(6AK4IO4B 2@//Q)+:76W&7-M.JVT\VZRYI+K:T)HURE;QU MJ:E?K3T[E8^G/5LQ'!/">S/QDBD83%W9V)MV;<78FW9V=[56LU[D$5JI/%9K M3"QPSP2#+%(#]N02 [B3;L[/L_9V=G[L[*F/D]YI?T//6^6<^BTIJTUXJV"L M?-M9>Y3$G,>ETJ=>-F)F+E-:@#MOL]6U! MJI\)DL=3&HUBO(T4^7M/(X-BZ-F]7QU:RXL)=3J6IBW'MM%!*3>F[6LZ!U[E MG*&H1H!-HA)Q>7I2<-]F=HS?T$ MG:Q70Y%HTM?0JRAFR/LSMBY#8Y2B.O>^5*Z^RI:G=-(B%=I&R%-3E M)C[DVT9JUY+T3:;S3R8P6.^#8ZT[UA*/JB\GR?\ #B^5!AW+8+SN-0GNUV:=V+IDP>__!D^3+EMQD^3+8_=69]1[SQ;B30I[KO4 MJ+SE)U;Z R+=9!@604U$2A82XC:M'$ MZ?SF=>4<-B;^2Z#"\[TZTLXQ^5, M!G+UFQ3IXC(V;=2:.O:JQ4YRL5II9O+QQ6(6#J0F4V\?&01=C9V+;9]OMC+X MJI!#9LY&E!7L1G+!/)9A&&>*./K')#(Y\)!:+W^0.3.+L[;[MOB]&[-"OO0S M42O6_D%@YA^2BB])K!*N7*02ODF%;9UB;U8CH/Y) 8?0B$(+K=;/,%'W9\N* M6;?9:1&]4;=_!R8_&P'9I9FME?:]_&6HK-(8L>,E..L[UJ\_4>>3(1R3[6:Y M1"( 43B3N7?7IY4+EV48+.,FQ_LZI?KR06B.X063G;K30\&B"F8Q?(3#([F0 MR,3-Q[?NI>5'C5?$VY=-[WR*R-4$=),W.0*Z!6)46M@X;OP)=@*RDDOEXU>C M/_L+Q]3NP[;WHTJ;IS>DYYN:3U/C_)M=T_F*SY"08*0RX^T)VK!MR"O"'2Y% M9(?>&OMUG9G=@V9?:VH<%<\R]7,8V=J8%+:*.Y XP1"^Q32%SXC"+]GFWZ3/ MV<]^R[/F_D9P;L+%BD[BR>FM088JPY7#9''O<)PJ^:J31-8D9V9XXB(>)R MBY"Q1,[R"Y-R%MV7NCG,/DVG+'Y.E<:LW*QT+$C5O*'QRO%Q%<^IW[G0D6Q!:L"N]?)FRH>:+:.19@^#$G.O2] MO!'V#28S*5R]!W6RBF$P%ID;R6]*:EH4ILE=P.6JT*\YUI[=BC8B@AF"5X#" M0SC9@VG%X.9;!UF>)BZC<5XK:@P=RU'2JY?'V+&5GE-F*[F2/MYCJMTMM+@1AR8_O1G1$ MFI42]2)TQ3D76;(VK-4!!A]UXGK5+9& M;EZL0@S-W9W?LJH>,WECU;J'.*/WCMX+Q\XYQ'HD/Y2MEFNM6B5;]6Z=:-U> MO@2(VR\_K=6828G1"#;2HUMERE.['H9BN[?D:C6[5.D,1BLG?T_@;&H\UG<: M?.U$^(J#2\F%5K5BQ%+5R-FV71 XW=BI@&W4=S;B/*N8'4>2OT:F8R\6$QF) MNCQ@E')6"L^9.QY>"(PGIP5V:4Q-F<;)%OP9A?@(TX(\C*;.66FED":IUHF;R'3BDZ\S21R<. M.[3$6;KW;.+]F7L3;HWGR '(UMWLRG3C%^./CC$H['2-W>WS,.E$X2!RY-OD M%6\G_'2[WQWE].[ARZS]!:60:^Z(*Z@29I]\2E:R\6%%B37=D)@E#3JRL."J M1*&H9?7-982R[M&M;TKJ6ACVRMW Y6KCG:-_.3T;$4 C-LT)R$8-T@F=V:$Y M&$)7(6C(G(=\U?4&#MW'Q]7+8^Q=;FWEH;4,DI/%OU1!A)^H46S]0 3W6N*@B18 MRSLF/!WMEZ-HH3?98@CVW74,JW\_IUJ=G!UL3!=N2Y'2N'SEB( *U*TURB]N MZ4801,0UH6$I-G8NE$+E)([,[MJXC->9ARL^1FJUHZ6?R.*AD(Q@C>*M9&O6 M$SEDXO/(Y,/9QZDCL( SNS*V&5%6)4.\M0G+J$X@P3PR1MN^[#3\'JKVO ME\ACCJ>7@C":QB+74YMDZE2]-C;D["XBP=.W$W 6C=-G4TG'D<[E:64U=6ZM)XL16MXNK))DK&-KQVYO:4 M%QA.:$7,X:LO 3Y;;,^VI9U-FQLZA.EBF.M'Y* M6LY#'*_ ))X^;AQW9W9UG1[R^/W@WR*@>+]!$]#OW6>.A._OS>BV.;1:/S3D MMCU%:KIRZS X2U'99VQDI#HH+5@(J3)<>'DITR=#'1$OOQ]?1M>A!F&/&U@OW\IF*SD]F"B$T]6N%>M$+33V[$H@PR11@!R'Q'G*I4H8V=Q&":T445B4IIS=XXJ\,9$[@9D0@.[]AS_R? MZ!'OO2^(=YYM7:5V*B\KE]IK3U%MT^U\YZCSJ)+?$32U<+F*]7K $(@[$F*$ M/ S@3YF/N?#(P7YT)_2D8\CI7'%C\5G=/Y.S>PN0RP8.TU^G'4R6*R9@,P0V M88;%FO/%/6H+HW,ABOXO=G\J>[U?DW6+/S;Q_JW(>FU0?7EMC'TVD*)_)\B-@$P!B(A\ MZ?RNH\Q!CLC8H86OC+]<+6\.0O2WHXY87.)NB>.C@<^;@,C>8XL/)Q(G9F?K M^A>9\RN>5_+?':H46/:*S8+E%YWTWI#YEV%&IM].\^MO2J_30D%J$^V=.1:K M4TFK6VN7&;!PK/5FU[5*(K;9RX[1 6=(974MR^52U7I%DL7C!A8SNX^#(T\9 M8O3R.8O7@.W;>"H[ 3SG5M.WN1;OYNZI.#4>/PE6H-BO-:&ED+SRN(U;DU*S M>AJQ PNTLPUZ[2V&4?3[G4E<4YERTJR)Z?W7L59IPHDH?! M+O@*'7=NWCKUK:&$XTP?)^RJ )BV')D=;$MD+$4KL!,115Y6[CR9;NHRL?C MY6BR&7RE>K')P"5X:<&]O)6&C,2 NG3A.-G)MFDFC???91QY+>9TSBO6N5E]$!G,/ELQ>OECHZU'+38> 86EERMG#XZ7(WMN1ATZ=6,8(9[ M L?[(N0Q SD,C-HY[5)XK)8['5*8W#FM8^/)2E(4<>/@R5R.E4W<0+G9L&\T MD4+N/R-:4R=F(-[YYSY7%4#\J?-B5XR]IXA09M"BG:#?A\\_TR]NG7Q\CFM4 M9OO/><-V=(ML7,9)C1ISHHB<=V],AJCB&93[.]K:WZ]#TEH4=4X/.Y"/(%7R M&/DCKXN@T R#D[98_(Y)ZO5>4"BEE@QLT<'$#Y3.#%V=4W46JRP&5Q-,Z8S4 M[@'-?N/,X%1KM-IE1/]$OQ^?/CPB4F.)JM$JAPI)=9A.Z+\[M^JQ+M1*1U6/8$N5]4=<*JH&QH)+FL!LUH<5LRB M40@D^\.@H@M-R=NYKR8&K#%;Y^U9):NJX\#YH*L08DJSM8Y,=MY2DBRDCP=2 M*MTCB\NTDCR$X[-F#+V)9*[C[/".?3Q9?RY6)'R(S[PN+C7X"!T!:7A)/U!- MIG .#,6ZQ[D_EC2FO%+@7?/(KH'.^93.J<\I)TA,+%8M6!3;180,4I-'UV&7 M(R9CVDJ@C"&(K= MB.I6L%$$EDX8@ =]A%Y"&,3-V$6Y$PK#CM25!T[A\SG+M''ED*568RED&O"= MB:(9"" 9#(G]7=@9S(19W=]F=UW/BUWV=WV3Y"3M$*D9JO/.]F>>\\/4YSYL M:>I$:A\_M LN\4:*%()F5,DVFQ:LT['IX-.!T[D M%O):>@R.1KW6X25[Y7\A5EB&)XHI(0 :L;=*5BD$^>YONS-FT]F3S+YH^=:6 MO2S,U*E-5?G'-4&G2L1RO(TD@2D16#?J1N(./%F'L[O@WF=YBS/%?\GS0*@[ MZ-,-*/W7H,-DHH>_2.&T%X#'Z+T)+;466J9*#OVH"R-'OICQYZW9N]R4ZAN> MF]HG18:L]HE8R/LR.#R]''&474&]GL@-@L;CMW(& )AJ6"ED'D4;,&POS9:> MJ=3EI[R30T_/'+UK=T6DX/4Q--X1O769A)S*)[$3 #["7O[E[KK-_)[O]NY% M7>)R.55FGWRQ]R[33.15K[VVKDCNT5[Q^\D.5 .;7>_@+%8>47#GUXF=!YET=-/98 MFVZNQ)YFJ4JS5VW !4I@RX),5]<,@)3*EPBFUQTQGL^1TSC),'9U%IG+V,G0 MQUBM6R]+(T QV5QCW2(*=DXX;=ZK9IV)@*!IH;+''-P XMB*6'B<7(@D?;B]8^>>T,N%P M\MYO$95'!PZ?+E5FI#+5]XGM\[<.IN7419HO5.E[K#3EV,V8;7082IT=P !9 MD7*K]&#HL?I7]2I]JR/AQ2I:/#.A?L'= +5R6IY8?:30/2Q4L$-O&-:)J,%6 M6S//;OM8L.-.UC97K,]CC' 4]:VK.I2Q)5(1JD5>L%CKN])YO,Y".66M>\NS MVY)XX(HJ]1X(1>S!=C:=^BQ'MHSCZZ0F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PB81,(F$3")A$PB8144ZP**2//\ \/R[ T@^)'<=\I8Y HS#D.#H$B=O MDGR3$V:AM4:*],^ ]\HT^XA/M5?H]:]I#TT7Q^-<>DR/)3R'+UP(3 ^Z5Z9" 4(#, MIU5C2I<1R3. FR9 P*@(B:>A.NFROP$.O2Y6G)C4=P;]KPSQV]:\LO"*[3K9*N[PJA M=KAW>%6?'>Q5&V-?"3XRGBSGQX&U!YI1AAM10PEU. MF#CDFZP@#L_G/>9NLL7LF(]"U8RQPE-+J>&><"JN\LCEJDH#EE'AS+>D_2F/B_)WR656*H_ "GO9CF!;B@8-R.+*V(5<^ACPHQ&X,5,24 M9A!I"(<""W[\QHNX13:!EC?HP\8SFBM7 AC;@+"4@ MQ%Q .Y,&S,W%F9JZ@[=S_DO9_9PV;LE7+NB:K[.G;3A+5",V]WFMCTGC(U%I M.#!8HH:K4>&ATA5Y1YH:I8J986(DY42',ER6++/2R.8P?B75PEJ%IK?B4Y-% M[0@I-DZV^:E>K7EEEB@LD;M';&N\K--'6(X^9@ E!Q6:6-RNAI\I7D>.OH?9 MS\G+9>A.S8H&L31QQR2P"'OURF:-WC.<1/B)$0]'OFCU]Y-+*N\W-?D<[A[6 MV@=(I%*/U,I ;(<>*$ZV#,6DE4","--!U.ZF1%BL/R1<=!8=$%&YTN,B.3UM MW/[4''Y@(FR<'MK ^#^0QE^]7MQ2/%F8HK,\52.[&91SW*,$U>N\D,DA--$\ M0&YQ=L/L][F..1Z,OLO+>)-._4JS5I 8\8(VD M)F&3O;[KY:L\)\ZZ7V7K (@/XC)\8R?.:#Q6 Y= MRID[S4' D> ;?AQ&C+8*6&1+6I#C"J;AH;6?T#>PN(L1R9T=519/(TI+T%6W MD<0V,&O4.,K4\+7(J%UIRD@$S>%YPG*=M9Y0?+HI4J/2&@0VW6WG$RK$6 5-Z%*1>R40-\!7GGEI4\D%N(K%[&B]",YZ4M MIPZ$@&$T,4C-!15JK8Z[?M37<#6L:PL9O3MEL=/*U5QJ-$%FS1*N8PU;I>W.=DM1 M(%=#(VL^TRJW8YLN?RTS4[#,YI"ZQQNWV&\QN8L"4%Q V6+<)V6<(@"$NQ(Z MB"Y,-ER/-;:L$\]9]9X6I%8I02VO"VUA8PCRL-NL&4/%9JI6H'E"F>&:4)1B MJQS23;&;1L)OR!WAHH9VTSD[$D-J6.OKVODS(\?+6G.@.0Q=B>V-!HVDC Q* M2M0>)2+\ %VUKHY< MQ9JZ4%6*I$9G/7[E7GZ_-&F9PH1JS10"AC4Q]J,TPN!P53?2&3TS)B:N6U!3 MU7Y[)8>3.CC[$M-\9##5LQ35KL89$:5EK$\I1R08DKD,=EK\LL\$D4]:0Z16H'A()3BBZXP]-B=AV>]'A71:A M0>$#QU#M]INM4.7/HUQ&&+71YG-G].VNZFC!:,#I,T)77 -5T:D$95<8CB8X MZ4-E-3Q6W1LN(XJA:XOWX$+O1 3Q:_E^1=_._P J^Q\DAR8(F&H9&BV9R.E=/8W#W0O0PU[DE*CI\LICZMXY(X1EOUJT MT,8G(#2],H2<7)Q>.HM+'I_1F3N4K;XREJ#,7LE5*K-+-6"U:S#4+D]0 *1X MZD\\4ADP&\?,9!9]F=9'V1M/9T^T>[AQBM6-?([7X01>9I.:I]AK;'8.OA$= M"+2#59$%10PK:-5BK%Q56>L*1JVGY;_V6/DS$1'?AZV$=\(_AI@N MCRGEWNU[18;#6/9T(069H9I8:GF[<,ML:SRL0@/5D$',=\V4;VK^G.6Q5>=\ M;9TF%#JM5F@;)Y.'SLA2UXI(PDL>7K215RGZ>Q$[1QD3"ZLOY846O<]\6?'N M76:&D;3^0]I\4[C:1M2J;\Y^NT&G76OR+(46$"0))25#"PG'II1+,23)2SJ7 M*D)7Z/N96-(9"QD=6:C"UD'EN9G!ZNI5);EP8QLY&[2L#5B:>>08@.I>T%YCU(96T6*F-^#I\E1[05J1")#&DR79@D9EX9H^*AR IB M779A%MII;$(FX%FS/=;^1E.^_KS27,3XHVDYSJV)*IB$/K M1 4,IPE(S,[!(\1%LW GWS?V?P.96>3=1KSPB4!&B?*ORDC5H0_ >&QH-9<[ M/:I8A B&ZTRAH,XU(6^.W%;U#6R[\2-O;:M;WH^(E@+67Q-D9@L2S:2TH=J8 M9&E([7L6J,SS&Q$[SLXL,G-^;.VQ=UM:+A.OC(@*,1KOD[ M!1-$+LS-$[$[AQ;@[/N*J%'XIY%^5J/,R]B'.05OGWDR3.<5 Q>NTOH M5\A0;H-4/UI8FSUZ(!C%+0]:.A!43@\U_P"U2$4L]N0Q\JRBXEG--:2?1./F M;,V*Q ,(G8>Q=B8HR?J&$C\AXBO?Y M].LG=[K[+JP];HD^;;^?1/)VM=1CV6M27XX/J/-:6%J7WAG:GPUQ(KY>P5_= MEK)%>](==F1)8MWYEEO;7G(1UE+>)*K:$2GQ64O3W/+1] M,V,QAK6?*VHF[L(&,S<2??W2.?+V_#Z;)4S*S2;/U\@-B!W:+(4*D=;KFQAQ M%Y9H?,5S^+F)1OR9ML;-<9"->.OMB'(W,(:#EEZ1W%X"MJI:^U#L8?R"GV:N MJ"[3!^:(Q8ET(F3(C0_XK#5AED)436ISKZM[,.:G+4G@NQY4WKUL7@FL,]SY M* I,Q=JV6GWDX1D=*.&";J;$]8(P/W&%89L5$V#\37''CUI[^6>':M\I,(8R MI8KO#[G(Q"T:]KM?.O*.)TSHW4K9QNHWOQ,XW4*7TG7% MXW602R@298IG0>:%II&M6+[G'"+JU+WLLKB,I:QFFJ4D&/R,=IBX7:-.U'' M;=%M_4O/^N

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end GRAPHIC 13 g600976g19m70.jpg GRAPHIC begin 644 g600976g19m70.jpg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g600976g33z01.jpg GRAPHIC begin 644 g600976g33z01.jpg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