Revised Proxy Soliciting Materials (Form DEFR14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11.
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on
Dear Stockholder:
On behalf of our board of directors, we are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of
Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.
The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice:
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To elect the three Class I directors named in the attached proxy statement, each to serve until our 2028 Annual Meeting of Stockholders. |
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To ratify the selection of |
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To approve a series of alternate amendments to our amended and restated certificate of incorporation to effect, at the option of our board of directors, a reverse stock split of our common stock at a ratio in the range of 1-for-15to 1-for-30,inclusive, with such ratio to be determined by our board of directors in its sole discretion. |
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To conduct any other business properly brought before the meeting or any adjournment or postponement thereof. |
To participate in the Annual Meeting, you will need to register using the control number located on the Notice of Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders, your proxy card or voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying proxy statement. We recommend that you log in a few minutes early to ensure you are logged in when the Annual Meeting starts.
The record date for the Annual Meeting is the close of business on
By Order of the Board of Directors,
Chief Financial Officer and Corporate Secretary
You are cordially invited to attend the virtual Annual Meeting. You will not be able to attend the Annual Meeting in person. Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other similar organization and you wish to vote during the meeting, you must follow the instructions from such organization.
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Website References
You may also access additional information about
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PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a Notice of Internet Availability of Proxy Materials ("Notice") on the internet instead of a full set of Proxy Materials?
Pursuant to rules adopted by the
We intend to mail the Notice of Internet Availability on or about
Will I receive any other Proxy Materials by mail?
You will not receive any additional proxy materials via mail unless you request a printed copy in accordance with the instructions set forth in the Notice. We may elect, in our discretion, to send you a proxy card and a second Notice, on or after 10 calendar days have passed since our first mailing of the Notice.
When is the record date for the Annual Meeting?
The Board has fixed the record date for the Annual Meeting as of the close of business on
How do I attend the Annual Meeting?
We will be hosting the Annual Meeting via live webcast only. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice or proxy card to log in to www.proxydocs.com/INAB. If you are a stockholder of record, you will be asked to provide the control number from your Notice or proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank.
You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.proxydocs.com/INABand enter the control number found on your Notice or proxy card. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/proxy to vote.
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We recommend that you log in a few minutes before the start of the Annual Meeting to ensure that you are logged in when the meeting starts. Information on how to vote online during the Annual Meeting is discussed below.
What if I cannot find my Control Number?
Please note that if you do not have your control number and you are a stockholder of record, please contact us at [email protected] and we will be able to provide your control number to you.
If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your control number prior to the Annual Meeting.
For the Annual Meeting, how do we ask questions of management and the Board?
Stockholders may submit questions relevant to the proposals to be voted on at the Annual Meeting in advance of the Annual Meeting through www.proxydocs.com/INAB. We plan to answer questions related to the proposals after all of the proposals have been presented at the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. Questions may be submitted during the Annual Meeting through www.proxydocs.com/INAB.
What do I do if I have technical difficulties in connection with the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-inor meeting time, please call the technical support number that will be delivered to shareholders via e-mailprior to the meeting's start time. Technical support will be available starting at
Will a list of stockholders as of the Record Date be available?
A complete list of our stockholders as of the Record Date will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days ending on the day before the Annual Meeting date. If you would like to view the list, please email us at [email protected].
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote online during the Annual Meeting. On the Record Date, there were a total of 81,258,763 shares of common stock outstanding and entitled to vote.
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Stockholder of Record: Shares Registered in Your Name. If on the Record Date, your shares were registered directly in your name with our transfer agent, |
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Beneficial Owner: Shares Registered in the |
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shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online during the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent, as required. Check with your brokerage firm, bank, dealer or other similar organization, and further follow the instructions you receive during the registration process prior to the Annual Meeting. |
How many votes do I have?
For each matter to be voted upon, each holder of shares of our common stock will have one vote per share of common stock held as of the Record Date.
What am I voting on?
There are three matters scheduled for a vote:
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Proposal 1: Election of three Class I directors to hold office until the 2028 Annual Meeting of Stockholders. |
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Proposal 2: Ratification of the selection of |
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Proposal 3: Approval of a series of alternate amendments to our amended and restated certificate of incorporation to effect, at the option of our Board, a reverse stock split of our common stock at a ratio in the range of 1-for-15to 1-for-30,inclusive, with such ratio to be determined by our Board in its sole discretion (the "Reverse Stock Split Proposal"). |
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the proxies will vote as recommended by the Board or, if no recommendation is given, will vote on those matters in accordance with their best judgment.
What are the Board's recommendations on how to vote my shares?
The Board recommends a vote:
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Proposal 1: FORthe election of the three Class I director nominees; and |
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Proposal 2: FORthe ratification of the selection of |
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Proposal 3: FORthe approval of the Reverse Stock Split Proposal. |
How do I vote?
If you are a stockholder of record and your shares are registered directly in your name, you may vote:
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By Internet. To vote through the internet, go to www.proxypush.com/INABto complete an electronic proxy card. You will be asked to provide the control number from the Notice. Your internet vote must be received prior to the start of the Annual Meeting to be counted. |
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By Telephone. Call 1-866-601-1589toll-free from |
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By Proxy Card. Complete and mail the proxy card that may be requested and retuit promptly in the envelope provided. If you retuyour signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
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Online During the Annual Meeting. Access the Annual Meeting by visiting www.proxydocs.com/INABand providing your control number from your Notice. |
Internet and telephone voting facilities for stockholders of record will be available for 24 hours a day and will close at
If you are a beneficial owner of shares held in "street name" (i.e., held for your account by a broker, bank or other nominee), you should have received a notice containing voting instructions from that organization rather than from us. You should follow the instructions in the notice to ensure your vote is counted. To vote online during the Annual Meeting, you may be required to obtain a valid proxy card from your broker or other nominee. Follow the instructions from your broker, bank or other nominee or contact your broker, bank or other nominee to request a proxy card, and access the Annual Meeting by following the instructions you receive after your successful registration at www.proxydocs.com/INABusing the control number provided by your bank, broker or other nominee.
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Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. |
Can I vote my shares by filling out and returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the internet, by telephone or by using a printed proxy card. You may also vote online during the Annual Meeting by visiting www.proxydocs.com/INAB.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
If I am a stockholder of record and I do not vote, or if I retua proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote through the internet, by telephone, by completing the proxy card that may be delivered to you or online during the Annual Meeting, your shares will not be voted.
If you retua signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of the Board:
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"FOR" the election of each of the three nominees for director; |
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"FOR" the ratification of the selection of |
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"FOR"the approval of the Reverse Stock Split Proposal. |
If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares as recommended by the Board or, if no recommendation is given, will vote your shares using his or her best judgment.
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If I am a beneficial owner of shares held in "street name" and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether, pursuant to stock exchange rules, the particular proposal is deemed to be a "routine" matter. Brokers and nominees can use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine"matters. Under applicable rules and interpretations, "non-routine"matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation and certain corporate governance proposals, even if management supported. Accordingly, your broker or nominee may vote your shares on Proposals 2 and 3. Your broker or nominee, however, may notvote your shares on Proposal 1 without your instructions. Such an event would result in a "broker non-vote"and these shares will not be counted as having been voted on the applicable proposal. Please instruct your bank, broker or other agent to ensure that your vote will be counted.
If you a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
What are "broker non-votes"?
As discussed above, when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be "non-routine,"the broker or nominee cannot vote the shares. These unvoted shares are counted as "broker non-votes."
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name.
If you are a stockholder of record, then yes, you can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy in any one of the following ways:
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submit another properly completed proxy with a later date; |
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transmit a subsequent vote over the internet or by telephone prior to the start of the Annual Meeting; |
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register and attend the Annual Meeting and vote online during the Annual Meeting; or |
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send a timely written notice that you are revoking your proxy via email at [email protected]. |
Your last vote, whether prior to or at the Annual Meeting, is the vote that we will count.
Beneficial Owner: Shares Registered in the
If you are a beneficial owner and your shares are held in "street name" by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
What vote is required to approve each item and how are votes counted?
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.
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Proposal Number |
Proposal Description |
Vote Required for Approval |
Effect of Abstentions |
Effect of Broker Non-Votes |
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| 1 | Election of Directors | Nominees receiving the most "For" votes; withheld votes will have no effect. | Not applicable | No effect |
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Proposal Number |
Proposal Description |
Vote Required for Approval |
Effect of Abstentions |
Effect of Broker Non-Votes |
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"For" votes from the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes)on such matter. | No effect | Not applicable(1) | ||||
| 3 | Reverse Stock Split | "For" votes from the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes)on such matter. | No effect | Not applicable(1) | ||||
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This proposal is considered to be a "routine" matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal. |
How is a quorum reached?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting or represented by proxy. On the record date, there were 81,258,763 shares outstanding and entitled to vote. Thus, the holders of 40,629,382 shares must be present or represented by proxy at the Annual Meeting to have a quorum. The inspector(s) of election appointed for the Annual Meeting will determine whether or not a quorum is present.
Abstentions and broker non-votes,if any, will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjouthe meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
We will announce preliminary voting results at our Annual Meeting. We will publish final voting results in a Current Report on Form 8-Kthat we will file with the
Who pays the cost for soliciting proxies?
We will pay the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies. In addition, we have hired
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PROPOSAL 1: ELECTION OF DIRECTORS
General
Our amended and restated certificate of incorporation provides for a classified Board consisting of three classes of directors, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Vacancies on our Board may be filled by the affirmative vote of a majority of directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified.
Our Board is currently composed of eight directors.
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All of the nominees for election at the Annual Meeting have previously been elected by our stockholders, other than
The biographies below under "Information Regarding Director Nominees and Current Directors" include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the
Vote Required
Directors are elected by a plurality of the votes of the holders of shares present in person, by remote communication, if applicable, or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of "FOR" votes will be elected as directors. You may not vote your shares cumulatively for the election of directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by our Board. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement.
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
DIRECTOR NOMINEES FOR CLASS I DIRECTOR
(PROPOSAL 1 ON YOUR NOTICE OF INTERNET AVAILABILITY)
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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS
The following table sets forth, for the Class I nominees and our other directors, their ages and position or office held with us as of
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Director Since | |||||||
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Class I Directors for Election at the 2025 Annual Meeting of Stockholders |
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63 | Director | 2021 | |||||||
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55 | Director | 2023 | |||||||
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46 | Director | 2021 | |||||||
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Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders |
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67 | Director | 2019 | |||||||
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47 | Director | 2023 | |||||||
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Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders |
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President & Chief Executive Officer and Director |
2015 | |||||||
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55 | Chairman of the Board | 2020 | |||||||
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Resigning Director |
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35 | Director | 2018 | |||||||
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Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director's experience, qualifications, attributes or skills that led our Board to recommend them for board service.
Nominees for Election at the 2025 Annual Meeting of Stockholders
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scientific officer from
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
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and operations at
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
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Director Resigning from the Board
TravisWhitfill has served as a member of our Board since
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INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Independence of Directors
As required under
The Board has reviewed the independence of each director. Based on information provided by each director concerning her or his background, employment and affiliations, the Board has determined that none of our directors, other than
Leadership Structure
Our Corporate Governance Guidelines specify that the Board will select our Chief Executive Officer and Chair of the Board in the manner that it determines to be in the best interests of our stockholders and in accordance with any stockholder agreements. The Board does not believe there should be a fixed rule regarding the positions of Chief Executive Officer and Chair being held by different individuals, or whether the Chair should be an employee of the Company or should be elected from among the non-employeedirectors. The needs of the Company and the individuals available to assume these roles may require different outcomes at different times, and the Board believes that retaining flexibility in these decisions is in the best interests of the Company.
Pursuant to its charter, the
Risk Oversight of the Board
One of the Board's key functions is informed oversight of our risk management process. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. Our Board and its committees consider specific risk topics, including risks associated with our strategic plan, business operations, capital structure, information technology, data privacy and cyber security. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.
Our Audit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, the Company's guidelines and policies with respect to financial risk management and financial risk assessment, including the Company's major financial risk exposures and the steps taken by management to monitor and control these exposures. In addition, the Audit Committee considers management risks relating to data privacy, technology and information security, including cyber security, and back-upof information systems and the steps the Company has taken to monitor and control such exposures as well as overseeing the
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performance of our internal audit function, as applicable. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. Our
In connection with its reviews of the operations and corporate functions of our company, our Board addresses the primary risks associated with those operations and corporate functions. In addition, our Board reviews the risks associated with our company's business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-dayrisk management processes and reporting to the Board and its committees on such matters.
Meetings of the Board; Executive Sessions; Annual Meeting Attendance
Our Board met 11 times during the fiscal year ended
As required under applicable Nasdaq listing standards, during the fiscal year ended
It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Seven of our current directors who served at the time of our 2024 Annual Meeting of Stockholders attended that meeting.
Board Committees
Our Board has established three standing committees: an Audit Committee, a Compensation Committee and a
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The following table provides membership and meeting information for the fiscal year ended
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Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee |
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Financial Expert |
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Committee Chair |
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Committee Member |
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Below is a description of each committee of our Board.
Audit Committee
The Audit Committee currently consists of
The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our audit committee include:
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helping our Board oversee our corporate accounting and financial reporting processes; |
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managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-endoperating results; |
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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
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conferring with management and the independent registered public accounting firm concerning the scope, design, adequacy, and effectiveness of internal control over financial reporting and our disclosure controls and procedures; |
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reviewing related person transactions; |
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reviewing the Company's investment philosophy and policies; |
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reviewing and assessing of our risk management, risk assessment and major risk exposures, including privacy, cybersecurity and information technology risks; and |
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approving or, as permitted, pre-approving,audit and permissible non-auditservices to be performed by the independent registered public accounting firm. |
Audit Committee Report
The material in this report is not "soliciting material," is not deemed filed with the
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended
Audit Committee
Compensation Committee
The Compensation Committee currently consists of
The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:
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reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy; |
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reviewing and approving the compensation, individual and corporate performance goals and objectives, and other terms of employment of our chief executive officer, other executive officers and other senior management; |
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reviewing and approving (or making recommendations to the |
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administering our equity incentive plans and other benefit programs; |
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monitoring our regulatory compliance with respect to compensation matters; and |
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assisting the Board in its oversight of our policies and strategies relating to human capital management. |
Compensation Committee Processes and Procedures
The Compensation Committee generally meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisers or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisers and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including authority to approve the consultant's reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-houselegal counsel and certain other types of advisers, only after assessing the independence of such person in accordance with
The Compensation Committee may also form and delegate authority to subcommittees for any purpose that the Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualify as "non-employeedirectors" for purposes of Rule 16b-3under the Exchange Act. In 2024, the Compensation Committee delegated authority to Chief Executive Officer to grant equity awards to non-executiveemployees, with such awards not to exceed a specified share cap.
During the past fiscal year, after taking into consideration the six factors prescribed by the
Our Compensation Committee makes most of the significant adjustments to annual compensation, determines bonus and equity awards and establishes new performance objectives at one or more meetings held during the
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first quarter of the year. However, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee's process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, our Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as executive and director stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, including analyses of executive and director compensation paid at a peer group of other companies approved by our Compensation Committee.
Nominating and Corporate Governance Committee
Specific responsibilities of our
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overseeing the Company's corporate governance functions, including reviewing the adequacy of the Company's certificate of incorporation and bylaws; |
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developing and making recommendations to our Board regarding corporate governance guidelines and matters, including developments in corporate governance; |
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identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board; |
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considering and making recommendations to our Board regarding the structure, composition and chairmanship of the committees of our Board; |
| • |
overseeing periodic evaluations of the Board's performance, including committees of the Board; |
| • |
instituting plans or programs for the continuing education of our Board and orientation of new directors; |
| • |
reviewing stockholder proposals submitted for inclusion in our proxy statement; and |
| • |
reviewing, evaluating and recommending to our Board succession plans for our executive officers. |
Our Board determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Board considers recommendation for nominees from the
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In considering candidates recommended by the
The Board and the
Generally, our
The Board has also established the
18
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") that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Conduct is posted on our website at
. If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form
In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.
.
for our fiscal year ended
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PROPOSAL 2: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected
Neither our organizational documents nor law require that the stockholders ratify the selection of
Independent Registered Public Accounting Firm Fees
The following table represents the aggregate fees billed to the Company for the fiscal years ended
| Fiscal Year | ||||||||
| 2024 | 2023 | |||||||
|
Audit Fees(1) |
$ | 382,217 | $ | 315,457 | ||||
|
Audit-related fees |
- | - | ||||||
|
Tax fees |
- | - | ||||||
|
All other fees |
- | - | ||||||
|
Total Fees |
$ | 382,217 | $ | 315,457 | ||||
| (1) |
Audit fees are fees related to the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements and services performed in connection with registration statements or other regulatory filings with the |
Pre-ApprovalPolicies and Procedures
Our Audit Committee approves all audit and pre-approvesall non-auditservices provided by
| • |
all such services do not, in the aggregate, amount to more than 5% of the total fees paid by us to |
| • |
such services were not recognized as non-auditservices at the time of the relevant engagement; and |
| • |
such services are promptly brought to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit. |
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Vote Required
"For" votes from the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes)will be required to ratify the selection of
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF COHNREZNICK LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2 ON YOUR NOTICE OF INTERNET AVAILABILITY)
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PROPOSAL 3: APPROVAL OF A SERIES OF ALTERNATE AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK
Background
Our Board has unanimously approved a series of alternate amendments to our amended and restated certificate of incorporation that would effect a reverse stock split ("Reverse Stock Split") of all issued and outstanding shares of our common stock, at a ratio ranging from 1-for-15to 1-for-30,inclusive. The text of the proposed form of amendment to our certificate of incorporation, which we refer to as the Certificate of Amendment, is attached hereto as Appendix A.
Accordingly, effecting a Reverse Stock Split would reduce the number of outstanding shares of our common stock. The effectiveness of any one of these amendments and the abandonment of the other amendments, or the abandonment of all of these amendments, will be determined by our Board following the Annual Meeting and prior to the one-yearanniversary of the Annual Meeting, or
Our stockholders are being asked to approve these proposed amendments pursuant to Proposal 3, and to grant authorization to our Board to determine, at its option, whether to implement a Reverse Stock Split, including its specific timing and ratio.
Should we receive the required stockholder approval for Proposal 3, our Board will have the sole authority to elect, at any time on or prior to the one-yearanniversary of the Annual Meeting and without the need for any further action on the part of our stockholders, whether to effect a Reverse Stock Split and the number of whole shares of our common stock, between and including fifteen (15) and thirty (30), that will be combined into one share of our common stock.
Notwithstanding approval of Proposal 3 by our stockholders, our Board may, at its sole option, abandon the proposed amendments and determine prior to the effectiveness of any filing with the Secretary of State of the
By approving Proposal 3, our stockholders will: (a) approve a series of alternate amendments to our amended and restated certificate of incorporation pursuant to which any whole number of outstanding shares of common stock between and including fifteen (15) and thirty (30) could be combined into one share of common stock; and (b) authorize our Board to file only one such amendment, as determined by the Board at its sole option, and to abandon each amendment not selected by the Board. Our Board may also elect not to undertake any Reverse Stock Split and therefore abandon all amendments.
Board Discretion to Implement the Reverse Stock Split
We are proposing that our Board have the discretion to select the Reverse Stock Split ratio from within a range between and including 1-for-15to 1-for-30,rather than proposing that stockholders approve a specific ratio at this time, in order to give our Board the flexibility to implement a Reverse Stock Split at a ratio that reflects the Board's then-current assessment of the factors described below under "Criteria to be Used for Determining Whether to Implement the Reverse Stock Split." If the Board decides to implement a Reverse Stock Split, we will file the Certificate of Amendment with the Secretary of State of the
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Reasons for Reverse Stock Split
To maintain our listing on the Nasdaq Capital Market.
On
The Board has considered the potential harm to us and our stockholders should Nasdaq delist our common stock from the Nasdaq Capital Market. If our common stock were delisted from the Nasdaq Capital Market, the Board believes that such delisting would adversely affect the market liquidity of our common stock, decrease the market price of our common stock, adversely affect our ability to obtain financing for the continuation of our operations and result in the loss of confidence in our company. In the event that our stockholders fail to approve this proposal, the Company could be prevented in the future from complying with the Minimum Bid Price Requirement or other Nasdaq listing requirements.
We believe that maintaining listing on the Nasdaq Capital Market will provide us with a market for the common stock that is more accessible than if the common stock were traded on the OTC Bulletin Board or in the "pink sheets" maintained by the
The Board believes that the proposed Reverse Stock Split is a potentially effective means for us to maintain compliance with the Minimum Bid Price Requirement and to avoid, or at least mitigate, the likely adverse consequences of our common stock being delisted from Nasdaq by producing the immediate effect of increasing the bid price of our common stock.
To potentially improve the marketability and liquidity of our common stock.
Our Board believes that the increased market price of our common stock expected as a result of implementing a Reverse Stock Split could improve the marketability and liquidity of our common stock and encourage interest and trading in our common stock.
| • |
Investor Stock Price Requirements: We understand that many brokerage houses, institutional investors and funds have internal policies and practices that either prohibit them from investing in low-pricedstocks or tend to discourage individual brokers from recommending low-pricedstocks to their customers or by restricting or limiting the ability to purchase such stocks on margin. Additionally, a Reverse Stock Split could help increase analyst and broker interest in our common stock as their internal policies might discourage them from following or recommending companies with low stock prices. |
| • |
Stock Price Volatility: Because of the trading volatility often associated with low-pricedstocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-pricedstocks or tend to discourage individual brokers from recommending low-pricedstocks to their customers. Some of those policies and practices may make the processing of trades in low-pricedstocks economically unattractive to brokers. |
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| • |
Transaction Costs: Investors may be dissuaded from purchasing stocks below certain prices because brokers' commissions, as a percentage of the total transaction value, can be higher for low-pricedstocks. |
Criteria to be Used for Determining Whether to Implement Reverse Stock Split
In determining whether to implement the Reverse Stock Split and which Reverse Stock Split ratio to implement, if any, following receipt of stockholder approval of Proposal 3, our Board may consider, among other things, various factors such as:
| • |
the historical trading price and trading volume of our common stock; |
| • |
the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading market for our common stock in the short and long term; |
| • |
our ability to maintain our listing on the Nasdaq Capital Market; |
| • |
which Reverse Stock Split ratio would result in the least administrative cost to us; |
| • |
prevailing general market and economic conditions; and |
| • |
whether and when our Board desires to have the additional authorized but unissued shares of common stock that will result from the implementation of a Reverse Stock Split available for issuance. |
Certain Risks and Potential Disadvantages Associated with Reverse Stock Split
We cannot assure you that the proposed Reverse Stock Split will increase our stock price for a sustained period or have the desired effect of maintaining compliance with Nasdaq Marketplace Rules.
We expect that the Reverse Stock Split will increase the market price of our common stock. However, the effect of the Reverse Stock Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in like circumstances is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share price of our common stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Stock Split, and the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. In addition, although we believe the Reverse Stock Split may enhance the desirability of our common stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to institutional and other long-term investors. Even if we implement the Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of our common stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Stock Split is consummated and the trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.
We cannot assure you that our common stock will regain compliance with the Minimum Bid Price Requirement by the Compliance Date. Even if the market price per post-Reverse Stock Split share of our common stock remains in excess of
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the future; (v) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees. In addition, delisting from Nasdaq may negatively impact our reputation and, consequently, our business.
The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs.
The liquidity of our common stock may be negatively impacted by a Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split. In addition, if a Reverse Stock Split is implemented, it will increase the number of our stockholders who own "odd lots" of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity of our common stock described above.
The effective increase in the authorized number of shares of our common stock as a result of the Reverse Stock Split could have anti-takeover implications.
The implementation of a Reverse Stock Split will result in an effective increase in the authorized number of shares of our common stock, which could, under certain circumstances, have anti-takeover implications. The additional shares of common stock that would become available for issuance if this Proposal 3 is approved and a Reverse Stock Split is implemented could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management. While the Board has not adopted a stockholder rights plan which, under certain circumstances related to an acquisition of our securities that is not approved by the Board, would give certain holders the right to acquire additional shares of our common stock at a low price, the Board may elect to adopt a rights plan in the future. The Board also could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this Proposal 3 has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that approval of this Proposal 3 could facilitate future efforts by us to deter or prevent changes in control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.
Effects of Reverse Stock Split
After the effective date of any Reverse Stock Split that our Board elects to implement, each stockholder will own a reduced number of shares of common stock. However, any Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of our common stock will not be affected by a Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to a Reverse Stock Split would continue to hold 2% (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our common stock immediately after such Reverse Stock Split. The number of stockholders of record will not be affected by a Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).
The principal effects of a Reverse Stock Split will be that:
| • |
depending on the Reverse Stock Split ratio selected by the Board, each fifteen (15) to thirty (30) shares of our common stock owned by a stockholder will be combined into one new share of our common stock; |
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| • |
no fractional shares of common stock will be issued in connection with any Reverse Stock Split; instead, holders of common stock who would otherwise receive a fractional share of common stock pursuant to the Reverse Stock Split will receive cash in lieu of the fractional share as explained more fully below; |
| • |
the total number of authorized shares of our common stock will not be reduced proportionally to the Reverse Stock Split and, therefore, the Reverse Stock Split will result in an effective increase in the authorized number of shares of our common stock; |
| • |
based upon the Reverse Stock Split ratio selected by the Board, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options and warrants, which will result in a proportional decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportional increase in the exercise price of all such stock options and warrants; and |
| • |
the number of shares then reserved for issuance under our equity compensation plans will be reduced proportionately based upon the Reverse Stock Split ratio selected by the Board. |
The following table contains approximate information, based on share information as of
|
Status |
Number of Shares of Common Stock Authorized |
Number of Shares of Common Stock Issued and Outstanding |
Number of Shares of Common Stock Reserved for Future Issuance |
Number of Shares of Common Stock Authorized but Unissued and Unreserved |
||||||||||||||||||
|
Pre-ReverseStock Split |
490,000,000 | 81,258,763 | 79,589,015 | 329,152,222 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:15 |
490,000,000 | 5,417,250 | 5,305,934 | 479,276,816 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:16 |
490,000,000 | 5,078,672 | 4,974,313 | 479,947,015 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:17 |
490,000,000 | 4,779,927 | 4,681,706 | 480,538,367 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:18 |
490,000,000 | 4,514,375 | 4,421,611 | 481,064,014 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:19 |
490,000,000 | 4,276,777 | 4,188,895 | 481,534,328 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:20 |
490,000,000 | 4,062,938 | 3,979,450 | 481,957,612 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:21 |
490,000,000 | 3,869,464 | 3,789,953 | 482,340,583 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:22 |
490,000,000 | 3,693,580 | 3,617,682 | 482,688,738 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:23 |
490,000,000 | 3,532,989 | 3,460,391 | 483,006,620 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:24 |
490,000,000 | 3,385,781 | 3,316,208 | 483,298,011 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:25 |
490,000,000 | 3,250,350 | 3,183,560 | 483,566,090 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:26 |
490,000,000 | 3,125,337 | 3,061,115 | 483,813,548 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:27 |
490,000,000 | 3,009,583 | 2,947,741 | 484,042,676 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:28 |
490,000,000 | 2,902,098 | 2,842,464 | 484,255,438 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:29 |
490,000,000 | 2,802,026 | 2,744,448 | 484,453,526 | ||||||||||||||||||
|
Post-Reverse Stock Split 1:30 |
490,000,000 | 2,708,625 | 2,652,967 | 484,638,408 | ||||||||||||||||||
After the effective date of any Reverse Stock Split that our Board elects to implement, our common stock would have a new
Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of any proposed Reverse Stock Split will not affect the registration of our common stock under the Exchange Act. Our common stock would continue to be listed on the Nasdaq Capital Market under the symbol "INAB" immediately following the Reverse Stock Split, although Nasdaq will add the letter "D" to the end of the trading symbol for a period of 20 trading days after the effective date of the Reverse Stock Split to indicate that a reverse stock split has occurred.
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Effective Time
The proposed Reverse Stock Split would become effective at
Cash Payment In Lieu of Fractional Shares
No fractional shares of common stock will be issued as a result of any Reverse Stock Split. Instead, in lieu of any fractional shares to which a stockholder of record would otherwise be entitled as a result of the Reverse Stock Split, we will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock on the Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the Effective Time (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a stockholder otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such fractional interest except to receive payment as described above.
As of
In addition, we do not intend for this transaction to be the first step in a series of plans or proposals of a "going private transaction" within the meaning of Rule 13e-3of the Exchange Act.
Record and Beneficial Stockholders
If this Proposal 3 is approved by our stockholders and our Board elects to implement a Reverse Stock Split, stockholders of record holding all of their shares of our common stock electronically in book-entry form under the direct registration system for securities will be automatically exchanged by the exchange agent and will receive a transaction statement at their address of record indicating the number of new post-split shares of our common stock they hold after the Reverse Stock Split along with payment in lieu of any fractional shares. Non-registeredstockholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.
If this Proposal 3 is approved by our stockholders and our Board elects to implement a Reverse Stock Split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal
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from us or our exchange agent, as soon as practicable after the effective date of the Reverse Stock Split. Our transfer agent is expected to act as "exchange agent" for the purpose of implementing the exchange of stock certificates.
Accounting Consequences
The par value per share of our common stock would remain unchanged at
No Appraisal Rights
Our stockholders are not entitled to dissenters' or appraisal rights under the General Corporation Law of the
Material
The following is a summary of the material
This discussion is for general information only and does not purport to consider all aspects of
In addition, this summary does not address: (a) the tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split; (b) any
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minimum tax, the Medicare contribution tax on net investment income, or special tax accounting rules under Section 451(b) of the Code, or (e) tax consequences to holders of options, warrants or similar rights to acquire our common stock. Stockholders are urged to consult their own tax advisors to determine the particular consequences to them.
For purposes of this discussion, a "
| • |
an individual who is a citizen or resident of |
| • |
a corporation (or other entity treated as a corporation for |
| • |
an estate, the income of which is subject to |
| • |
a trust if (i) a |
The Reverse Stock Split should constitute a "recapitalization" for
A
Stockholders may be subject to information reporting with respect to any cash received in exchange for a fractional share interest in a new share in the Reverse Stock Split. Stockholders who are subject to information reporting and who do not provide a correct taxpayer identification number and other required information (such as by submitting a properly completed
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The preceding discussion is intended only as a summary of certain material
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF A SERIES OF ALTERNATE AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK
(PROPOSAL 3 ON YOUR NOTICE OF INTERNET AVAILABILITY)
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EXECUTIVE OFFICERS
The following table sets forth information regarding our executive officers as of
|
|
Age |
Position(s) |
||||
|
|
49 |
President, Chief Executive Officer, Director and Co-Founder |
||||
|
|
71 |
Executive Vice President, Chief Scientific Officer, and Co-Founder |
||||
|
|
42 |
Chief Financial Officer |
||||
|
|
44 |
Chief Operating Officer |
||||
Biographical information for
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Executive Officer Compensation
Summary Compensation Table
The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer and the two other most highly compensated executive officers, or collectively, the named executive officers, during the fiscal years indicated:
|
|
Year | Salary ($)(1) |
Option Awards ($)(2)(3) |
Non-Equity Incentive Plan Compensation ($)(4) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||
|
|
2024 | 552,840 | 888,672 | - | 12,000 | (5) | 1,453,512 | |||||||||||||||||
|
President and Chief Executive Officer |
2023 | 572,000 | 984,166 | 286,000 | 12,000 | 1,854,166 | ||||||||||||||||||
|
|
2024 | 457,583 | 329,500 | - | 3,000 | (7) | 790,083 | |||||||||||||||||
|
Chief Operating Officer |
||||||||||||||||||||||||
|
|
2024 | 438,317 | 330,060 | - | 12,000 | (5) | 780,377 | |||||||||||||||||
|
Chief Financial Officer |
2023 | 412,000 | 323,571 | 167,272 | 12,000 | 914,843 | ||||||||||||||||||
| (1) |
Salary amounts represent actual amounts earned during the applicable year. See "-Narrative to the Summary Compensation Table-Annual Base Salary" below. |
| (2) |
Amounts represent the aggregate grant date fair value of the option awards granted to our named executive officers during the years indicated as computed in accordance with Accounting Standards Codification Topic 718 ("ASC 718"). See Note 2 to Consolidated Financial Statements in our Annual Report on Form 10-Kfor a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officers. For additional information on these awards, please see "-Outstanding Equity Awards at Fiscal Year-End." |
| (3) |
See "-Narrative Disclosure to Summary Compensation Table-Equity-Based Incentive Awards" below for a description of the material terms of the program pursuant to which this compensation was awarded. |
| (4) |
The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of company and individual performance goals and other factors deemed relevant by our |
| (5) |
Amount represents (i) |
| (6) |
|
| (7) |
Amount represents employer matching contribution under the 401(k) plan. |
Narrative to the Summary Compensation Table
Annual Base Salary
Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive's skillset, experience, role and responsibilities. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.
On
32
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See "-Employment Arrangements" for additional information.
Equity-Based Incentive Awards
Annual Awards
Our equity award program is the primary vehicle for offering long-term incentives to our executives. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. We have historically used stock option grants for this purpose because we believe they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. The use of options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation.
We award equity grants broadly to our employees, including to our non-executiveemployees. Grants to our executives and other employees are made at the discretion of the Board and are generally made upon commencement of employment, promotion or annually during the first quarter of each year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.
In connection with our annual grant process, in
Retention and Other Awards
In
In
Annual Performance-Based Bonus
We develop a performance-based bonus program annually. Under the annual performance bonus program, each named executive officer was eligible to be considered for an annual performance bonus based on (1) the individual's target bonus, as a percentage of base salary, (2) the percentage attainment of our corporate goals established by our Board in its sole discretion and communicated to each officer, and (3) the percentage
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attainment of individual performance goals established by the Board in its sole discretion and communicated to each officer.
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding equity awards held by the named executive officers that were outstanding as of
| Option Awards | ||||||||||||||||||||
|
|
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
|
|
182,500 | - | $ | 6.74 | ||||||||||||||||
| 188,343 | 32,157 | (1) | $ | 10.00 | ||||||||||||||||
| 180,270 | 74,230 | (2) | $ | 4.28 | ||||||||||||||||
| 55,510 | 27,755 | (3) | $ | 1.48 | ||||||||||||||||
| 164,145 | 229,805 | (2) | $ | 1.21 | ||||||||||||||||
| 147,730 | 246,220 | (2) | $ | 2.01 | ||||||||||||||||
| - | 502,000 | (2) | $ | 1.22 | ||||||||||||||||
| - | 500,000 | (4) | $ | 0.47 | ||||||||||||||||
| - | 1,188,282 | (5) | $ | 0.24 | ||||||||||||||||
|
|
46,984 | - | $ | 6.74 | ||||||||||||||||
| 39,882 | 1,734 | (2) | $ | 5.36 | ||||||||||||||||
| 29,895 | 5,105 | (1) | $ | 10.00 | ||||||||||||||||
| 68,000 | 28,000 | (2) | $ | 4.28 | ||||||||||||||||
| 40,370 | 20,185 | (3) | $ | 1.48 | ||||||||||||||||
| 83,333 | 116,667 | (2) | $ | 1.21 | ||||||||||||||||
| 25,425 | 42,375 | (2) | $ | 2.01 | ||||||||||||||||
| - | 186,000 | (2) | $ | 1.22 | ||||||||||||||||
| - | 250,000 | (4) | $ | 0.47 | ||||||||||||||||
| - | 302,839 | (5) | $ | 0.24 | ||||||||||||||||
|
|
180,948 | 7,868 | (2) | $ | 5.36 | |||||||||||||||
| 34,166 | 5,834 | (1) | $ | 10.00 | ||||||||||||||||
| 59,854 | 24,646 | (2) | $ | 4.28 | ||||||||||||||||
| 39,864 | 19,932 | (3) | $ | 1.48 | ||||||||||||||||
| 83,333 | 116,667 | (2) | $ | 1.21 | ||||||||||||||||
| 32,680 | 54,470 | (2) | $ | 2.01 | ||||||||||||||||
| - | 189,000 | (2) | $ | 1.22 | ||||||||||||||||
| - | 250,000 | (4) | $ | 0.47 | ||||||||||||||||
| - | 290,085 | (5) | $ | 0.24 | ||||||||||||||||
| (1) |
The shares underlying this option vest in 48 equal monthly installments commencing on |
| (2) |
Of the shares underlying this option, 25% vested on the first anniversary of the Grant Date and the remaining shares vest in 36 equal monthly installments thereafter, subject to the executive officer's continuous service. |
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| (3) |
The shares underlying this option vest in three equal annual installments commencing on |
| (4) |
Of the shares underlying this option, 25% vest on the six month anniversary of the grant date, 25% vest on the one year anniversary of the grant date, and the remaining 50% vest on the 18 month anniversary of the grant date, subject to the executive's continuous service. |
| (5) |
The shares underlying this option vest on the one year anniversary of the grant date, subject to the executive's continuous service. |
Employment Arrangements
Below are descriptions of our employment agreements and arrangements with our named executive officers. The agreements generally provide for at-willemployment without any specific term and set forth the named executive officer's initial base salary and annual target bonus. Each named executive officer is also eligible to participate in all employee benefit plans that are generally available to our employees. Furthermore, each of our named executive officers has executed our standard employee confidential information and invention assignment agreement, which includes, among other things, non-solicitationand non-competitionprovisions.
In
If we terminate
If
In
35
Table of Contents
effective
If we terminate
If
In
If we terminate
If
Potential Payments and Benefits Upon Termination or Change in Control
The employment agreements for our named executive officers provide for severance and change in control benefits as described above under "-Employment Arrangements."
36
Table of Contents
or
(Roth) basis, up to the statutorily prescribed annual limits on contributions under the Code. Contributions are allocated to each participant's individual account and are then invested in selected investment alternatives according to the participants' directions. We make matching contributions into the 401(k) plan on behalf of participants equal to 100% on participant contributions up to
retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Our Board may elect to adopt qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interests.
"), designed to comply with Rule
of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The Clawback Policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a Financial Reporting Measure (as defined in the Clawback Policy) is subject to recoupment.
option awards on or soon after a new hire's employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also,
directors receive automatic grants of initial and annual stock option awards, at the time of a director's initial appointment or election to the board and at the time of each annual meeting of the Company's stockholders, respectively, pursuant to the
director compensation policy, as further described under the heading, "Director Compensation-Cash and Equity Compensation" below. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information ("
") about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to the Company's public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.
Table of Contents
|
(a)
|
Grant date
(b)
|
Number of
securities
underlying the award (c)
(1)
|
Exercise price of the
award ($/Sh) (d)
|
Grant date fair
value of the award (e)
|
Percentage change in the closing
market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f)
|
|||||||||||||||
|
|
|
500,000
|
$
|
0.47
|
$
|
193,800
|
(48.4
|
%)
|
||||||||||||
|
|
|
250,000
|
$
|
0.47
|
$
|
96,900
|
(48.4
|
%)
|
||||||||||||
|
|
|
250,000
|
$
|
0.47
|
$
|
96,900
|
(48.4
|
%)
|
||||||||||||
|
(1)
|
Awards represent the Retention Awards granted in connection with the Workforce Reduction implemented on
|
director compensation policy, as amended from time to time, is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors' interests with those of our stockholders. Under this policy, we pay each of our
directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chairperson of each committee will receive a higher retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board or the applicable committee.
directors for service on the Board and for service on each committee of the Board on which the director is a member, effective
|
Position
|
Annual Service
Retainer
($)
|
Chairperson
Additional Retainer
($)
|
||||||
|
Board of Directors
|
35,600
|
57,850
|
||||||
|
Audit Committee
|
8,900
|
13,350
|
||||||
|
|
6,675
|
13,350
|
||||||
|
Compensation Committee
|
4,450
|
8,900
|
||||||
|
Nominating and Corporate Governance Committee
|
3,560
|
7,120
|
||||||
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Prior to
|
Position |
Annual Service Retainer ($) |
Chairperson Additional Retainer ($) |
||||||
|
Board of Directors |
40,000 | 65,000 | ||||||
|
Audit Committee |
10,000 | (1) | 15,000 | |||||
|
|
7,500 | 15,000 | ||||||
|
Compensation Committee |
5,000 | 10,000 | ||||||
|
Nominating and Corporate Governance Committee |
4,000 | 8,000 | ||||||
| (1) |
Effective as of |
Each non-employeedirector elected to our Board was entitled to receive an option to purchase 67,300 shares of our common stock (the "Initial Grant"). Further, on the date of each annual meeting of stockholders, each non-employeedirector that continued to serve as a non-employeedirector received an option to purchase 33,650 shares of our common stock (the "Annual Grant").
The shares subject to the Initial Grant will vest monthly over a three-year period, subject to the director's continued service as a director. The shares subject to each Annual Grant will vest in equal monthly installments over the 12 months following the date of grant and, notwithstanding the foregoing, will be fully vested on the date
Each non-employeedirector may elect to convert his or her cash compensation into an award of restricted stock units, which we refer to as the retainer grant. If a non-employeedirector timely makes this election, each such retainer grant will be automatically granted on the first business day following the date the corresponding cash compensation otherwise would be paid under the policy and will cover a number of shares of our common stock equal to (A) the aggregate amount of the corresponding cash compensation otherwise payable to the non-employeedirector divided by (B) the closing sales price per share of our common stock on the date the corresponding cash compensation otherwise would be paid (or, if such date is not a business day, on the first business day thereafter), rounded down to the nearest whole share. In addition, each retainer grant will be fully vested on the grant date.
Notwithstanding the foregoing, any member of our Board that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to the Company.
39
Table of Contents
Director Compensation
The following table sets forth information regarding the compensation earned for service on the Board by our non-employeedirectors during the year ended
|
|
Fees Earned or Paid in Cash ($) |
Option Awards(1)(2) ($) |
Total ($) |
|||||||||
|
|
122,850 | 53,102 | 175,952 | |||||||||
|
|
65,205 | 45,187 | 110,392 | |||||||||
|
|
49,613 | 54,595 | 104,207 | |||||||||
|
|
41,580 | 41,943 | 83,523 | |||||||||
|
|
62,843 | 44,863 | 107,705 | |||||||||
|
|
51,975 | 44,371 | 95,346 | |||||||||
|
|
56,644 | 43,954 | 100,599 | |||||||||
| (1) |
The amounts reported in this column reflect the aggregate grant date fair value of the stock and option awards granted to our directors as computed in accordance with ASC Topic 718. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the directors. |
| (2) |
The following table provides information regarding the aggregate number of option awards granted to our non-employeedirectors that were outstanding as of |
|
|
Option Awards (#) |
|||
|
|
548,029 | |||
|
|
264,361 | |||
|
|
138,605 | |||
|
|
184,709 | |||
|
|
193,347 | |||
|
|
192,599 | |||
|
|
198,101 | |||
| (3) |
|
40
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to us regarding the beneficial ownership of shares of our common stock as of
Information with respect to beneficial ownership is based on information furnished to us by each director or executive officer. Information about our 5% or greater stockholders, other than percentages of beneficial ownership, is based solely on Schedules 13G or 13D filed with the
We have based our calculation of beneficial ownership on 81,258,763 shares of our common stock outstanding as of
|
|
Number of Shares Beneficially Owned |
Percent of Shares Beneficially Owned |
||||||
|
5% and Greater Stockholders: |
||||||||
|
Entities affiliated with |
8,600,001 | 10.7 | ||||||
|
Entities affiliated with |
8,188,932 | 9.99 | ||||||
|
|
8,457,291 | 9.99 | ||||||
|
Entities affiliated with Franklin Biotechnology(4) |
5,696,202 | 7.0 | ||||||
|
Directors and Named Executive Officers: |
||||||||
|
|
4,159,537 | 5.0 | ||||||
|
|
731,392 | * | ||||||
|
|
600,611 | * | ||||||
|
|
1,254,863 | 1.5 | ||||||
|
|
312,502 | * | ||||||
|
|
4,254,192 | 4.99 | ||||||
|
|
146,047 | * | ||||||
|
|
160,538 | * | ||||||
|
|
1,086,154 | 1.3 | ||||||
|
|
61,984 | * | ||||||
|
All current directors and executive officers as a group (11 people) |
13,672,985 | 9.5 | ||||||
| * |
Represents beneficial ownership of less than 1%. |
| (1) |
Consists of (a) 251,211 shares of common stock held by |
41
Table of Contents
| Incysus Co-Invest |
| (2) |
Consists of (a) 6,737,932 shares and (b) 1,451,000 shares issuable upon exercise of warrants within 60 days of |
| (3) |
Consists of (a) 5,063,291 shares and (b) 3,394,000 shares issuable upon exercise of warrants within 60 days of |
| (4) |
Consists of (a) 3,606,002 shares held by |
| (5) |
Consists of (a) 2,548,144 shares held directly by |
42
Table of Contents
| within 60 days of |
| (6) |
Consists of (a) 52,071 shares, (b) 66,300 shares underlying outstanding warrants that are immediately exercisable and (c) 613,021 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
| (7) |
Consists of (a) 42,874 shares, (b) 49,906 shares underlying outstanding warrants that are immediately exercisable and (c) 507,831 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
| (8) |
Consists of (a) 517,604 shares, (b) 105,290 shares held by The Peter C. Brandt 2020-4GRAT (the "GRAT"), (c) 417,098 shares underlying outstanding warrants that are immediately exercisable, and (d) 214,871 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
| (9) |
Consists of (a) 81,967 shares, (b) 163,934 shares underlying outstanding warrants that are immediately exercisable, and (c) 66,601 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
| (10) |
Consists of (a) 27,706 shares held by Ms. Fairbaithrough an individual retirement account ("Roth IRA"), (b) 91,336 shares held by |
| (11) |
Consists of (a) 4,549 shares, (b) 4,098 shares underlying outstanding warrants that are immediately exercisable, and (c) 137,400 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
| (12) |
Consists of (a) 7,826 shares and (b) 152,712 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
| (13) |
Consists of (a) 285,030 shares, (b) 14,837 shares held by |
| (14) |
Consists of 61,984 shares underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of |
43
Table of Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to all of our equity compensation plans in effect as of
|
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(#) |
Weighted-average exercise price of outstanding options, warrants and rights (b)($)(1) |
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(#) |
||||||||||||
|
Equity compensation plans approved by security holders: |
|||||||||||||||
|
2018 Equity Incentive Plan |
1,355,568 | 5.51 | - | (2) | |||||||||||
|
2020 Plan |
3,289,914 | 3.26 | - | (2) | |||||||||||
|
2023 Plan |
7,449,923 | 0.86 | 3,679,014 | (3) | |||||||||||
|
2020 Employee Stock Purchase Plan |
- | - | 787,812 | (4) | |||||||||||
|
Equity compensation plans not approved by security holders |
- | - | - | ||||||||||||
|
Total |
12,095,405 | 4,466,826 | |||||||||||||
| (1) |
The weighted average exercise price is calculated based solely on outstanding stock options. |
| (2) |
Following the adoption of the 2020 Plan, no additional stock awards have been or will be granted under the 2018 Equity Incentive Plan ("2018 Plan"). Following adoption of the 2023 Plan, no additional stock awards have been or will be granted under the 2020 Plan. Any shares becoming available under the 2018 Plan or 2020 Plan by repurchase, forfeiture, expiration or cancellation will become available for grant under the 2023 Plan. |
| (3) |
The number of shares of common stock reserved for issuance under the 2023 Plan will automatically increase on |
| (4) |
The number of shares of common stock reserved for issuance under the ESPP will automatically increase on |
44
Table of Contents
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
Policies and Procedures for Transactions with Related Persons
We have adopted a written related party transaction policy in which all proposed related party transactions must be approved by either (i) our full Board in the case of executive officers and directors or (ii) with respect to all other related parties, our
Transactions involving compensation for services, including equity awards, provided to us as an employee, consultant or director will not be considered related person transactions under this policy. For more information regarding our compensation arrangements and equity awards granted to our directors and named executive officers, see the sections titled "Executive Officer and Director Compensation-Executive Compensation" and "Executive Officer and Director Compensation-Director Compensation."
A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including the common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.
Certain Related Person Transactions
Other than compensation arrangements for our directors and executive officers, below we describe transactions since
| • |
the amounts involved exceeded or will exceed |
| • |
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Participation in 2024 Private Placement
In
45
Table of Contents
The table below sets forth the aggregate number of shares of our common stock and warrants purchased by our directors and officers and the holders of more than 5% of our common stock and affiliates in the 2024 Private Placement.
|
|
Number of Shares |
Number of Warrant Shares Underlying Pre-Funded Warrants |
Number of Warrant Shares Underlying Series C Ordinary Warrants |
Aggregate Purchase Price ($) |
||||||||||||
|
|
3,804,542 | - | 3,804,542 | 1,502,794 | ||||||||||||
|
|
988,914 | - | 988,914 | 390,621 | ||||||||||||
|
|
269,838 | - | 269,838 | 106,586 | ||||||||||||
|
|
1,012,658 | - | 1,012,658 | 400,000 | ||||||||||||
|
|
5,063,291 | - | 5,063,291 | 2,000,000 | ||||||||||||
|
|
- | 709,040 | 709,040 | 280,000 | ||||||||||||
|
Malcolm and Emily Charitable Remainder Unitrust 2010(3) |
- | 3,038,743 | 3,038,743 | 1,200,000 | ||||||||||||
|
|
253,164 | - | 253,164 | 100,000 | ||||||||||||
|
|
126,582 | - | 126,582 | 50,000 | ||||||||||||
|
|
25,316 | - | 25,316 | 10,000 | ||||||||||||
|
|
25,316 | - | 25,316 | 10,000 | ||||||||||||
|
Alan S. Roemer |
126,582 | - | 126,582 | 50,000 | ||||||||||||
|
Total: |
11,696,203 | 3,743,783 | 15,443,986 | $ | 6,100,000 | |||||||||||
| (1) |
|
| (2) |
|
| (3) |
|
Also in
Amended Series A Warrants
In connection with the closing of the 2024 Private Placement, we amended certain of our outstanding Series A Warrants (as defined below), representing approximately 11,714,076 shares of our Common Stock (the "Amended Series A Warrants"), including (i) 299,180 Series A Warrants held by our directors and officers and (ii) 6,291,946 Series A Warrants held by holders of more than 5% of our common stock and affiliates, to (a) reduce the exercise price from
Reduction in Salary of Chief Executive Officer
Also, in connection with the closing of the 2024 Private Placement,
46
Table of Contents
Participation in 2023 Private Placement
In
The table below sets forth the aggregate number of shares of our common stock and warrants purchased by our directors and officers and the holders of more than 5% of our common stock and affiliates in the 2023 Private Placement.
|
|
Number of Shares |
Number of Warrant Shares Underlying Pre-Funded Warrants |
Number of Warrant Shares Underlying Series A Ordinary Warrants |
Number of Warrant Shares Underlying Series B Ordinary Warrants |
Aggregate Purchase Price ($) |
|||||||||||||||
|
|
3,079,496 | - | 3,079,496 | 3,079,496 | 3,756,985.12 | |||||||||||||||
|
|
800,452 | - | 800,452 | 800,452 | 976,551.44 | |||||||||||||||
|
|
218,413 | - | 218,413 | 218,413 | 266,463.86 | |||||||||||||||
|
|
819,672 | - | 819,672 | 819,672 | 999,999.84 | |||||||||||||||
|
|
819,672 | - | 819,672 | 819,672 | 999,999.84 | |||||||||||||||
|
|
- | 574,241 | 574,241 | 574,241 | 700,516.60 | |||||||||||||||
|
|
81,967 | - | 81,967 | 81,967 | 99,999.74 | |||||||||||||||
|
|
81,967 | - | 81,967 | 81,967 | 99,999.74 | |||||||||||||||
|
|
4,098 | - | 4,098 | 4,098 | 4,999.56 | |||||||||||||||
|
|
2,049 | - | 2,049 | 2,049 | 2,499.78 | |||||||||||||||
|
|
81,967 | - | 81,967 | 81,967 | 99,999.74 | |||||||||||||||
|
|
1,639 | - | 1,639 | 1,639 | 1,999.58 | |||||||||||||||
|
|
20,492 | - | 20,492 | 20,492 | 25,000.24 | |||||||||||||||
|
|
12,295 | - | 12,295 | 12,295 | 14,999.90 | |||||||||||||||
|
Alan S. Roemer |
102,459 | - | 102,459 | 102,459 | 124,999.98 | |||||||||||||||
|
Total: |
6,126,638 | 574,241 | 6,700,879 | 6,700,879 | $ | 8,175,015 | ||||||||||||||
| (1) |
|
| (2) |
|
Also in
47
Table of Contents
shares of common stock issued pursuant to the 2023 Purchase Agreement and the common stock underlying the Pre-FundedWarrants, Series A Warrants and Series B Warrants (the "2023
Indemnification Agreements
We have entered or intend to enter, and intend to continue to enter, into separate indemnification agreements with our directors and certain of our executive officers, in addition to the indemnification provided for in our certificate of incorporation and bylaws. These indemnification agreements provide our directors and executive officers with contractual rights to indemnification and, in some cases, expense advancement in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request.
48
Table of Contents
OTHER INFORMATION FOR STOCKHOLDERS
Stockholder Proposals for the 2026 Annual Meeting of Stockholders
Our amended and restated bylaws ("Bylaws") provide that, for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Secretary at
Stockholder proposals submitted pursuant to Rule 14a-8under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and intended to be presented at the 2026 Annual Meeting of Stockholders must be received by us not later than
Householding of Proxy Materials
The
This year, a number of brokers with account holders who are our stockholders will be "householding" our Proxy Materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or
49
Table of Contents
OTHER MATTERS
The Board knows of no business to be brought before the Annual Meeting which is not referred to in the accompanying Notice of Annual Meeting. Should any such matters be presented, the persons named in the proxy shall have the authority to take such action in regard to such matters as in their judgment seems advisable. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.
By Order of the Board of Directors
Corporate Secretary
A copy of our Annual Report on Form 10-Kfor the fiscal year ended
50
Table of Contents
Appendix I
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
(Pursuant to Section 242 of the General Corporation Law of the
DOES HEREBY CERTIFY:
1. The name of this Corporation is
2. A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Sections 141 and 242 of the General Corporation Law proposing this amendment of the Corporation's Amended and Restated Certificate of Incorporation and declaring the advisability of this amendment of the Amended and Restated Certificate of Incorporation, which resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article IV of the Amended and Restated Certificate of Incorporation be amended by inserting into Article IV immediately following Section C the following:
D. Effective as of the effective time of [5:00] p.m., EasteTime, on [Date] (the "Effective Time"), each [fifteen (15) / sixteen (16) / seventeen (17) / eighteen (18) / nineteen (19) / twenty (20) / twenty-one(21) / twenty-two(22) / twenty-three (23) / twenty-four (24) / twenty-five (25) / twenty-six(26) / twenty-seven (27) / twenty-eight (28) / twenty-nine (29) / thirty (30)]1 shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock or the authorized number of shares of Common Stock (the "Reverse Split"); provided, however, that no fractional shares of Common Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected by the Corporation of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of pre-ReverseSplit Common Stock, any stockholder who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales prices of a share of the Corporation's Common Stock (as adjusted to give effect to the Reverse Split) on the Nasdaq Capital Market during regular trading hours for the five (5) consecutive trading days immediately preceding the Effective Time. Each stock certificate that, immediately prior to the Effective Time, represented shares of pre-ReverseSplit Common Stock shall, from
| 1 |
These amendments approve the combination of any whole number of shares of Common Stock between and including fifteen (15) and thirty (30) into one (1) share of Common Stock. By these amendments, the stockholders would approve each of the alternate amendments proposed by the Corporation's Board of Directors. If the reverse stock split proposal is approved by stockholders, the Certificate of Amendment filed with the Secretary of State of the |
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and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of post-Reverse Split Common Stock into which the shares of pre-ReverseSplit Common Stock represented by such certificate shall have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as set forth above; provided, however, that each holder of record of a certificate that represented shares of pre-ReverseSplit Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split Common Stock into which the shares of pre-ReverseSplit Common Stock represented by such certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder may be entitled as set forth above. The Reverse Split shall be effected on a record holder-by-recordholder basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
3. Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval and was duly adopted at an annual meeting of the stockholders of the Corporation, in accordance with the provisions of Section 242 of the General Corporation Law of the
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this day of 202 .
| By: | ||
| Title: | ||
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P.O. BOX 8016, |
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Internet: | |||
| Annual Meeting of Stockholders | www.proxypush.com/INAB | |||
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● Cast your vote online |
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● Have your Proxy Card ready |
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● Follow the simple instructions to record your vote |
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For Stockholders of record as of Annual Meeting to be held live via the internet-please visit www.proxydocs.com/INAB for more details |
Phone: | |||
| 1-866-601-1589 | ||||
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● Use any touch-tone telephone |
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● Have your Proxy Card ready |
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● Follow the simple recorded instructions |
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Mail: |
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● Mark, sign and date your Proxy Card |
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YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: |
● Fold and retuyour Proxy Card in the postage-paid envelope provided |
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| "Alexa, Vote My Proxy" | ||||
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● Open Alexa app and browse skills |
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● Search "Vote my Proxy" |
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| This proxy is being solicited on behalf of the Board of Directors |
● Enable skill |
The undersigned hereby appoints
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOR EACH OF PROPOSAL 2 AND PROPOSAL 3. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and retuthis card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2025
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| Please make your marks like this: |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FORALL NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOREACH OF PROPOSAL 2 AND PROPOSAL 3
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PROPOSAL |
YOUR VOTE |
BOARD OF DIRECTORS RECOMMENDS |
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| 1. |
To elect the three Class I directors named in the attached proxy statement, each to serve until our 2028 Annual Meeting of Stockholders. |
FOR | WITHHOLD | |||||||
| 1.01 |
☐ | ☐ | FOR | |||||||
| 1.02 |
☐ | ☐ | FOR | |||||||
| 1.03 |
☐ | ☐ | FOR | |||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 2. | To ratify the selection of |
☐ | ☐ | ☐ | FOR | |||||
| 3. | To approve a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-15to 1-for-30,inclusive, with such ratio to be determined by our Board of Directors in its sole discretion. | ☐ | ☐ | ☐ | FOR | |||||
You must register to attend the meeting online and/or participate at www.proxydocs.com/INAB
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
| Signature (and Title if applicable) | Date |
Signature (if held jointly) |
Date |
Attachments
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