Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Judith Dunn, Ph.D., as Director
On August 27, 2021, Judith Dunn, Ph.D., a Class III Director on the Board of
Directors (the "Board") of Seelos Therapeutics, Inc. (the "Company"), notified
the Company of her decision to resign from the Board, effective as of September
1, 2021. Dr. Dunn is resigning due to time constraints relating to her other
outside professional and business activities, and there are no disagreements
between Dr. Dunn and the Company on any matter related to the Company's
operations, policies or practices.
Appointment of Margaret Dalesandro, Ph.D., as Director
Effective September 1, 2021, the Board appointed Margaret Dalesandro, Ph.D. as a
Class III director of the Company. The Board also appointed Dr. Dalesandro to
the Audit Committee of the Board and the Corporate Governance/Nominating
Committee of the Board.
Margaret Dalesandro, age 75, has served as a pharmaceutical development
consultant with Brecon Pharma Consulting LLC since December 2012. Since April
2019, Dr. Dalesandro has served on the board of directors of OncoSec Medical
Incorporated and as the Chair of the board of directors since April 2020. Since
August 2020, Dr. Dalesandro has served as an independent director on the board
of directors of Skye Bioscience, Inc. (previously Emerald Bioscience, Inc.). She
previously served as a Business Director of Integrative Pharmacology at Corning,
Incorporated, as a Vice President of Project, Portfolio and Alliance Management
at ImClone Systems Inc., as an Executive Director of Project and Portfolio
Management at GlaxoSmithKline, and as a Senior Consultant at Cambridge Pharma
Consultancy over the course of her career. Dr. Dalesandro earned her Ph.D. in
Biochemistry from Bryn Mawr College and completed a NIH Post-Doctoral Fellowship
in Molecular Immunology at the Wake Forest University School of Medicine.
On September 1, 2021, pursuant to the Company's Non-Employee Director
Compensation Policy (the "Non-Employee Director Compensation Policy"), Dr.
Dalesandro was granted an option to purchase 42,000 shares of the Company's
common stock. One-third of the shares of the Company's common stock subject to
the option shall vest on the one-year anniversary of the grant, and an
additional one-thirty-sixth of the shares of the Company's common stock subject
to the option shall vest monthly thereafter, subject to Dr. Dalesandro's
continuous service to the Company through each applicable vesting date. The
option has an exercise price of $2.16 per share, the closing price of the
Company's common stock on the date of grant. As a non-employee director, Dr.
Dalesandro will also be entitled to receive the Company's standard cash
retainers for membership on the Board and any committees of the Board, as
disclosed in the paragraph following the table under the heading "Director
Compensation-Non-Employee Director Compensation for 2020" in the Company's
definitive proxy statement for its 2021 Annual Meeting of Stockholders on
Schedule 14A filed with the Securities and Exchange Commission on April 12,
2021.
The Company also entered into an indemnification agreement with Dr. Dalesandro
in the same form as its standard form of indemnification agreement with its
other directors.
There are no family relationships between Dr. Dalesandro and any director or
executive officer of the Company and she was not selected by the Board to serve
as a director pursuant to any arrangement or understanding with any person. Dr.
Dalesandro has not engaged in any transaction that would be reportable as a
related party transaction under Item 404(a) of Regulation S-K.
Appointment of Michael Golembiewski as Chief Financial Officer
Effective September 1, 2021, the Company appointed Michael Golembiewski, age 50,
as the Company's Chief Financial Officer. Upon commencement of his appointment,
Mr. Golembiewski assumed the duties of the Company's principal financial officer
and principal accounting officer until such time as his successor is appointed,
or until his earlier resignation or removal. There are no reportable family
relationships or related party transactions (as defined in Item 404(a) of
Regulation S-K) involving the Company and Mr. Golembiewski.
Prior to Mr. Golembiewski's appointment as the Company's Chief Financial
Officer, he served as the Company's Vice President of Finance since January
2019. Prior to joining the Company, Mr. Golembiewski served as Vice President of
Finance at Agile Therapeutics, Inc., a publicly-traded biotechnology company,
from November 2017 to June 2018. While at Agile Therapeutics, Inc., Mr.
Golembiewski helped the company prepare for the potential launch of its first
commercial product. Prior to joining Agile Therapeutics, Inc., Mr. Golembiewski
served as the Vice President of Finance, Principal Accounting Officer and
Corporate Controller of Pernix Therapeutics Holdings, Inc., a publicly-traded
specialty pharmaceutical company, from April 2015 to November 2017, where he
successfully built an accounting and finance team after the closure of the South
Carolina office location. From June 2007 to April 2015, he held various roles of
increasing responsibility in finance and accounting at NPS Pharmaceuticals,
Inc., a publicly-traded biotechnology company acquired by Shire plc in 2015,
with his last position as Executive Director, Corporate Controller, in which
role he served from January 2014 to April 2015. While at NPS Pharmaceuticals,
Inc., Mr. Golembiewski helped build the infrastructure that took the company
from a pre-clinical research and development company to a fully commercial and
global rare disease company that received FDA approval for two orphan disease
medicines. Prior to joining NPS Pharmaceuticals, Inc., Mr. Golembiewski was the
Corporate Controller for The Topps Company, Inc., from March 2006 to June 2007.
The Topps Company was a publicly traded $500 million Trading Card and Candy
Manufacturing company. He began his professional career in the biotechnology
field with ImClone Systems Incorporated from May 1997 to March 2006, where he
served in various roles with increasing responsibility, from Senior Accountant
up to Director of Financial Reporting. Mr. Golembiewski is also the Chairman of
the Board of The Connor G Foundation and has served in this capacity since June
2019. The Connor G Foundation was established in 2019 as a nonprofit charity to
benefit youth hockey, music and educational interests. Mr. Golembiewski has a
Bachelor of Science degree in Accounting from Rider University and is a
Certified Public Accountant (not in public practice) in the State of Delaware.
Mr. Golembiewski's annualized salary is currently $295,000. His salary may be
adjusted in the future at the discretion of the Company's Compensation
Committee. Mr. Golembiewski's employment is on an "at will" basis.
The Company also entered into an indemnification agreement with Mr. Golembiewski
in the same form as its standard form of indemnification agreement with its
other executive officers.
On September 1, 2021, the Company issued a press release announcing, among other
things, the appointment of Michael Golembiewski as Chief Financial Officer, and
on September 2, 2021, the Company issued a press release announcing the
appointment of Dr. Dalesandro to the Board. Copies of the press releases are
filed herewith as Exhibit 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated September 1, 2021.
99.2 Press release dated September 2, 2021.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
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