Isoray, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 31, 2023, Alan Hoffmann and Dr. Philip Vitale each gave notice of their resignation from the Board of Directors of the Company (the "Board"), effective upon the Closing. On February 1, 2023, and effective upon the Closing, Lori A. Woods gave notice of her resignation as the Chief Executive Officer of the Company. On February 2, 2023, Michael McCormick gave notice of his resignation as Chairman of the Board effective upon the Closing.

 

Also in connection with and effective upon the Closing, the Board appointed: (i) Johan (Thijs) Spoor as Chief Executive Officer and a director of the Company, (ii) Lori A. Woods as Chairperson of the Board, (iii) Robert Froman Williamson, III as a director of the Company, and (iv) Dr. Frank Morich as a director of the Company. Michael McCormick remained as a director of the Company. Jonathan Hunt will remain as CFO of the Company.

 

Johan (Thijs) Spoor, age 50 - Thijs Spoor, MBA, was the Chief Executive Officer of Viewpoint until the Closing. Mr. Spoor is an established leader with nearly 30 years of combined executive, broad management, and capital markets expertise across healthcare and medical device industries. Prior to joining Viewpoint, Mr. Spoor served as the President and CEO of KBP Biosciences, a global, clinical-stage biotechnology company focused on discovering, developing, and commercializing innovative small-molecule therapeutics for the treatment of serious cardiorenal and infectious diseases. While at KBP Biosciences, Mr. Spoor led all operations for major fund-raising and IPO readiness, and drove the company's small molecule clinical development programs, including toxicology, clinical pharmacology, Phase 2 studies, and discussions with regulators. Prior to that, Mr. Spoor served as the President and CEO of AzurRx BioPharma, where he led its NASDAQ IPO, completion of animal studies, regulatory approvals, and multiple Phase 2 studies. Mr. Spoor also served as the President and CEO of FluoroPharma Medical, which he took public, as well as a Health and Life Sciences strategy consultant to Fortune 500 companies at Oliver Wyman. Mr. Spoor worked on Wall Street as an equity research analyst at JP Morgan and Credit Suisse where he covered biotechnology stocks and medical device companies. He started his career with a formal training in nuclear pharmacy which led to increasing commercial leadership roles in the imaging business at GE Healthcare (Amersham) in cardiology and oncology. Mr. Spoor also serves on the board of directors of Verifi Water, Inc. Mr. Spoor holds a Pharmacy degree from the University of Toronto and an MBA from Columbia Business School.

 

Robert Froman Williamson, III, age 57 - Robert F. Williamson, III has been active in building biotechnology and related technology companies for over two decades. Beginning in September, 2022, Mr. Williamson has served as President and CBO of Triumvira Immunologicals, a cell therapy company, and beginning in March, 2022, as a senior adviser to SyntheX, a protein interaction and degrader company. From February to September, 2022, he was the CBO/CFO of OncoMyx, an oncolytic virus company, and from 2020 to 2021 was CEO of BioTheryX, a protein degradation therapeutics company, raising a $100M crossover round and preparing the company for an IPO. Prior to that, Mr. Williamson served as CEO of PharmAkea from 2013 to 2019, and of ATXCo in 2019, both oncology and fibrosis companies financed through a partnership with Celgene, until PharmAkea's acquisition by Galecto and ATXCo's acquisition by Blade Therapeutics, both in 2019. Previously, Mr. Williamson was Executive Chairman and founder of Strategic Enzyme Applications, CEO of Arriva Pharmaceuticals, President and COO of Eos Biotechnology, which he sold to Protein Design Labs, and COO of DoubleTwist, Inc. through its acquisition by Merck and Hitachi. Mr. Williamson also serves on the Coulter Oversight Board for University of Miami, Florida, is a qualified financial expert and has chaired both Compensation and Audit Committees. Notably, Mr. Williamson served as an early Director of Pharmasset, Inc., where he helped finance, grow, and advance the company into the public markets and through its acquisition by Gilead in 2011 for $11 billion. Earlier, Mr. Williamson was a partner with The Boston Consulting Group and a research assistant for the Federal Reserve Board. Mr. Williamson received a BA in economics from Pomona College and an MBA from Stanford University.

 









 
Dr. Frank Morich, age 69 - Dr. Frank Morich is a biopharmaceutical professional with more than 35 years of industry experience. Dr. Morich served on the board of directors of Viewpoint from February 2021 until the Closing. He has also served on the board of directors of CUE-Biopharma, located in Boston, Massachusetts, a company working on protein therapeutics with applications in immunooncology, autoimmunity, and potentially antiviral applications since August 2018, and as its chairman since April 2021. Dr. Morich serves as Executive Chairman of Aphaia Pharma, located in Zug, Switzerland, a clinical-stage biopharmaceutical company working to treat and prevent metabolic disorders such as obesity and diabetes, a position he has held since June 2022. Dr. Morich served on the board of directors for MorphoSys from 2015 to 2021, and for Innate Pharma from 2004-2010, both clinical-stage biotechnology companies specializing in antibody development. Prior to focusing on board work, Dr. Morich was Chief Commercial Officer at Takeda Pharmaceuticals, a global pharmaceutical company, from 2011 to 2014, and as its Executive Vice President, International Operations from 2010 to 2011. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a clinical-stage drug development company, and, from 2005 to 2007, as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including as a member of the Board of Management of Bayer AG, Head of Global Product Development, and Head of Research and Development. Dr. Morich holds an M.D. and Ph.D. from the University of Marburg where he specialized in immunology with a focus on monoclonal antibodies. He also served as a military physician before moving to industry.

 

In connection with the Closing and by virtue of his being an optionholder of Viewpoint, Mr. Spoor received options to purchase 8,454,757 shares of common stock of the Company. Additionally, in connection with the Closing and by virtue of his being an optionholder of Viewpoint, Dr. Morich received options to purchase 1,107,471 shares of common stock of the Company. Also in connection with the Closing, Ms. Woods will receive a payment of $504,000 (subject to her signing the Separation Agreement discussed below), Mr. Hunt will receive a payment of $340,000, William Cavanagh III, the Company's Chief Research and Development Officer, will receive a payment of $341,000, and Jennifer Streeter, the Company's Chief Operating Officer and Vice President of Human Resources, will receive a payment of $360,000 pursuant to each of their Employment Agreements by virtue of the Merger constituting a Change in Control, as defined thereunder. The Company has not entered into any other transactions with the foregoing persons described in Item 404(a) of Regulation S-K. Mr. Spoor was appointed CEO and named as a director of the Company and Ms. Woods remained as a director of the Company upon the Closing in accordance with the Merger Agreement. Mr. Williamson and Dr. Morich were not appointed pursuant to any arrangement or understanding between them and any other person. There are no family relationships between the foregoing persons and any director or executive officer of the Company. It is anticipated that the Company and Mr. Spoor will enter into an Employment Agreement in connection with his appointment as CEO of the Company, the terms of which are still being negotiated.

 

In connection with her resignation as CEO of the Company, the Company and Lori A. Woods entered into a Separation Agreement on February 3, 2023, to be effective on the eighth calendar day following the date on which Ms. Woods executes the Separation Agreement, provided that she does not cancel the Separation Agreement prior to such date. Pursuant to the Separation Agreement, the Company will pay Ms. Woods the amount of $504,000, as noted in the preceding paragraph, minus required withholdings, to be paid biweekly in accordance with the Company's regular payroll practice. Additionally, Ms. Woods will receive payment of health insurance premiums for a period of one year, plus reimbursement for reasonable attorneys' fees. The Company will also accelerate the vesting of 1,007,498 options to purchase shares of common stock of the Company held by Ms. Woods. Subject to the terms of the equity incentive plan pursuant to which the options were granted, Ms. Woods will have the time set forth in each vested option to exercise the option before it expires.

 

The Separation Agreement contains a release by Ms. Woods of any and all issues and claims she may have against the Company in any way related to her employment with or separation from employment with the Company, including a release of any liabilities and claims under any local, state, or federal statutes, wage claims, and claims of discrimination. The Separation Agreement does not impact any future claims that Ms. Woods may raise during her tenure as Chairperson of the Board, nor does it serve to release any claims she may have for advances of fees and costs and indemnity under any applicable contract of insurance, corporate policy, or operation of law.

 

The above description is only a summary of the material terms of the Separation Agreement, does not purport to be a complete description of the Separation Agreement, and is qualified in its entirety by reference to the Separation Agreement, which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.