CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a description of transactions since January 1, 2023 to which we have been a party, in which the amount involved exceeds $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
Director and Executive Officer Compensation
Please see the sections titled “Director Compensation” and “Executive Compensation” for information regarding the compensation of our directors and executive officers.
We have entered into employment agreements with our executive officers. For more information regarding these agreements, see the section titled “Executive Compensation—Executive Compensation Arrangements.”
Indemnification Agreements and Directors’ and Officers’ Liability Insurance
We have entered into indemnification agreements with each of our directors and executive officers. These agreements will require us to, among other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.
In December 2024, we entered into an exchange agreement (the “Exchange Agreement”) with RA Capital Healthcare Fund, L.P. (“RA Capital”) pursuant to which we exchanged an aggregate of 535,000 shares of the Company’s common stock, par value $0.0001 per share, owned by RA Capital, for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 535,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalization and other similar events affecting common stock), with an exercise price of $0.0001 per share. RA Capital beneficially owned greater than 5% of our outstanding common stock at the time of the exchange. The Exchange Warrants are exercisable at any time, except that the Exchange Warrants will not be exercisable by RA Capital if, upon giving effect or immediately prior thereto, RA Capital would beneficially own more than 9.99% of the total number of issued and outstanding common stock.
In 2023, while our Chief Development Officer (“CDO”) was on leave, we engaged the services of Noriyuki Kasahara, M.D., Ph.D., a member of our Board of Directors, as interim CDO. Dr. Kasahara was paid $0.2 million in 2023 for his services as interim CDO.
The son of Fariborz Kamal, our President and Chief Operating Officer is employed in our Information Technology department. In 2024, he was paid $0.1 million in compensation and granted equity awards consisting of restricted stock units and stock options with an aggregate grant date fair value of $0.04 million.
In March 2024, we entered into a research and option agreement with Reignite Therapeutics Inc. (“Reignite”), which such agreement covers research funding for vector discovery programs at Reignite and grants us an option to acquire such vectors and related intellectual property. David Kirn, M.D., our Chief Executive Officer, is President, Executive Chairman of the Board of Directors, and a controlling stockholder of Reignite.
Policies and Procedures for Related Party Transactions
The Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest,
