CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other than the compensation agreements and other arrangements described under “Executive Compensation” and the transactions described below, since January 1, 2024, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Agreements and Transactions with 5% Stockholders and Their Affiliates
Consulting Agreements
Frank P. McCormick, Ph.D., F.R.S., D.Sc.
We entered into a consulting agreement, effective as of January 1, 2021, with Dr. McCormick, a member of our Board of Directors. Pursuant to the consulting agreement, as amended, Dr. McCormick provides consulting services to us generally in the area of oncology and pipeline development matters. In 2024, we paid Dr. McCormick $500,000 in connection with his consulting services. Dr. McCormick is also entitled to reimbursement for expenses incurred in the course of rendering services under the consulting agreement.
QLS Advisors, LLC
In December 2020, we entered into a consulting agreement with BioSF Global (the “BioSF Agreement”), a joint collaboration of QLS Advisors LLC (“QLS”), of which Andrew W. Lo, Ph.D., a member of our Board of Directors, is the co-founder and chairman, and Ram Island Strategies LLC to provide certain consulting, legal and other services to us. Under the agreement, we have agreed to pay an aggregate of $125,000 to QLS under the BioSF Agreement, and up to $199,000 if a transaction occurs resulting from services under the BioSF Agreement, provided that no other payments shall have been made to QLS during such calendar year. In 2024, we paid QLS an aggregate amount of 50,000 in connection with its consulting services.
Employment Agreements
We are party to an employment offer letter agreement with Charles Homcy, M.D., a member of our Board of Directors, pursuant to which Dr. Homcy serves as our Senior Advisor, Chair of Pharmaceuticals. The position is part-time and requires Dr. Homcy to devote at least 20% of his full working time and efforts to our business and affairs. Pursuant to this agreement, Dr. Homcy is entitled to a salary at the annual rate of $500,000 and is eligible to participate in or receive benefits under our employee benefit plans in effect from time to time (including, without limitation, any group health care plan, paid time off, and 401(k)), subject to the terms of such plans.
See the section titled “Proposal 1—Election of Directors—Director Compensation” for information regarding employment compensation received by Dr. Homcy in 2024.
Family Relationships
Jackson Randal, a business development and operations analyst at the Company, is the son of Jennifer E. Cook, a member of our board of directors. During our fiscal year ended December 31, 2024, Mr. Randal received total cash compensation, consisting of salary and bonus in the amount of $46,813. Mr. Randal also received 1,156 shares of our RSUs with an aggregate grant date fair market value of $29,659, with (a) 218 of the RSUs subject to a two-year vesting schedule, with one-half vesting on the first anniversary of the grant date and the remaining half vesting on the second anniversary, and (b) 938 of the RSUs subject to a four-year vesting schedule, with one-fourth vesting on the first anniversary of the grant date and the remaining shares vesting in equal quarterly installments over the following three years.
Executive Officer and Director Compensation
See the sections titled “Executive Compensation” and “Proposal 1—Election of Directors—Director Compensation” for information regarding compensation of our executive officers and directors, respectively.
Indemnification Agreements
We have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees),
