Something going on here. 8-k out, here's an excerpt:
RECITALS
WHEREAS, the Company’s Board of Directors (the “Board”) previously determined that it would be in the best interests of the Company and its stockholders, to maximize stockholder value, for the Company to complete a merger transaction (the “Merger”) with Tarveda Therapeutics, Inc. (“Tarveda”).
WHEREAS, the Company’s stockholders did not approve the Merger at a Special Meeting of Stockholders held on April 7, 2020 (the “Special Meeting”) to approve such transaction, and as a result, the Company terminated its agreement with Tarveda.
WHEREAS, following the Special Meeting, the Board continued to reach out to the Company’s two largest institutional stockholders, each of whom voted against the Merger at the Special Meeting, seeking to engage them on the Company’s strategic alternatives and how to maximize stockholder value.
WHEREAS, one of the Company’s engaged stockholders indicated its desire for the Board to consider opportunities in the 3D bioprinting field and suggested that the Board should speak with Mr. Murphy for potential business ideas.
WHEREAS, Mr. Murphy submitted an initial solicitation notice on May 31, 2020 (the “Stockholder Nomination”), providing notice of his intention to nominate Mr. Murphy, Douglas J. Cohen and Mr. Stern as nominees for election to the Board at the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).
WHEREAS, Mr. Murphy has engaged in discussions with the Company regarding the composition of the Board and the Company’s business, financial performance, and his strategic plan for the Company.
WHEREAS, the Board has reviewed and approved the qualifications of Mr. Murphy and Mr. Stern (the “Murphy Appointees”) to serve as directors on the Board in accordance with the criteria for service on the Board as set forth in the Company’s Corporate Governance Guidelines.
WHEREAS, the Board, based on the information certified to the Company by the Murphy Appointees, has determined that Mr. Stern qualifies as an “Independent Director” under the continued listing standards of the Nasdaq Stock Market (the “Nasdaq Rules”), but that Mr. Murphy does not qualify as an “Independent Director” under the Nasdaq Rules based on his position as an executive officer, director and controlling stockholder of Viscient Bio, Inc. (“Viscient”) with which the Company has entered into business transactions.
WHEREAS, Mr. Murphy has designated Doug Cohen, David Gobel and Alison Milhous to be appointed to the Board by the Company’s existing Board based on the vote of the Company’s stockholders on an advisory proposal at the 2020 Annual Meeting as set forth in this Agreement (each, an “Advisory Nominee,” and collectively, the “Advisory Nominees”).
WHEREAS, the Board has approved the qualifications of each of the Advisory Nominees to serve on the Board.
WHEREAS, the Company and Mr. Murphy each believe that it is in the best interests of the Company and its stockholders to enter into this Agreement and to resolve the composition of the Board and certain other matters set forth in this Agreement.
AI
