10-K
1
form10-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[X]
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For
the year ended December 31, 2020
Commission
File Number 001-39871
BIG
CYPRESS ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
(Address of principal executive offices) (zip code)
(305)
204-3338
(Issuer’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes[ ]
No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ]
No [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days. Yes[ ] No [X]
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes[ ] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller reporting company [X]
Emerging growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[X] No [ ]
As
of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s
shares of common stock were not publicly traded. Accordingly, there was no market value for the registrant’s shares of common
stock on such date.
As
of March 29, 2021, 14,792,200 shares of common stock, par value $0.0001 per share, were issued and outstanding.
Documents
Incorporated by Reference: The information contained in the registrant’s prospectus dated January 11, 2021, as filed
with the Securities and Exchange Commission on January 12, 2021, pursuant to Rule 424(b)(4) (SEC File No. 333-251178) is incorporated
into certain portions of Parts I, II, and III, as disclosed herein.
BIG
CYPRESS ACQUISITION CORP.
FORM
10-K
TABLE
OF CONTENTS
PART I
Item 1. Business. 4
Item 1A. Risk Factors. 5
Item 1B. Unresolved Staff Comments. 5
Item 2. Properties. 5
Item 3. Legal Proceedings. 5
Item 4. Mine Safety Disclosures. 5
PART II
Item 6. Selected Financial Data. 7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 9
Item 8. Financial Statements and Supplementary Data. 9
Item 9A. Controls and Procedures. 9
Item 9B. Other Information. 10
PART III
Item 10. Directors, Executive Officers and Corporate Governance. 11
Item 11. Executive Compensation. 19
Item 14. Principal Accounting Fees and Services. 21
PART IV
Item 15. Exhibits, Financial Statement Schedules. 22
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The statements contained in this report that are not purely historical
are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our
management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:
● our pool of prospective target businesses in the life sciences industry;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the trust account not being subject to claims of third parties; or
● our financial performance following our initial public offering.
The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under
the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which
to conclude that previously disclosed projections are no longer reasonably attainable.
PART
I
ITEM
1. BUSINESS
In
this Annual Report, references to the “Company” and to “we,” “us,” and “our” refer
to Big Cypress Acquisition Corp.
We
are a blank check company formed under the laws of the State of Delaware on November 12, 2020. We were for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we
refer to throughout this Annual Report as our initial business combination, with one or more businesses, which we refer to throughout
this Annual Report as target businesses. We have not selected any specific target business and we have not, nor has anyone on
our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial business
combination with our company. While we may pursue an acquisition opportunity in any industry or sector, we intend to capitalize
on our management team’s differentiated ability to source, acquire and manage a business in the life sciences industry.
In
November 2020, we issued an aggregate of 2,156,250 founder shares of our common stock for an aggregate purchase price of $25,000,
or approximately $0.012 per share, to our sponsor, Big Cypress Holdings LLC, a Delaware limited liability company (“Sponsor”).
On
December 7, 2020, the Sponsor forfeited 161,719 founder shares to the Company and Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
and certain of its employees purchased from the Company an aggregate of 161,719 representative shares at an average purchase price
of approximately $0.012 per share, for an aggregate purchase price of $1,875.
On
January 3, 2021, we effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting
in an aggregate of 2,875,000 founder shares outstanding (including up to 375,000 shares subject to forfeiture to the extent that
the underwriters’ over-allotment was not exercised in full or in part). On January 4, 2021, our Sponsor forfeited 28,750
founder shares to us and Ladenburg and certain of its employees purchased from us an aggregate of 28,750 representative shares
at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230.00.
On
January 14, 2021, we consummated our initial public offering (the “IPO”) of 11,500,000 of our units (the “Public
Units”) which included Public Units subject to the underwriters’ over-allotment option, which option was exercised
in full. Each Public Unit consists of one share of common stock and one-half redeemable warrant, with each whole warrant entitling
the holder to purchase one share of common stock at a price of $11.50 per share (the “Public Warrants”). The Public
Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $115,000,000.
Simultaneously
with the consummation of the IPO, we consummated the private placement (“Private Placement”) of 417,200 units (the
“Private Units”) at a price of $10.00 per Private Unit with each Private Unit consisting of one share of common stock
and one-half redeemable warrant, with each whole warrant entitling the holder to purchase one share of common stock at a price
of $11.50 per share (the “Private Warrants”), generating total proceeds of $4,172,000. The Private Units were sold
to the Sponsor and Ladenburg. The Private Units and Private Warrants are identical to the Public Units and Public Warrants sold
in the IPO, except that the Private Warrants underlying the Private Units are non-redeemable and may be exercised on a cashless
basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.
Following
the closing of the IPO and the sale of additional Private Units, an aggregate amount of $116,150,000 has been placed in the trust
account established in connection with the IPO.
Transaction
costs amounted to $6,038,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee,
and $288,360 of other offering costs. In addition, $1,216,731 of cash was held outside of the trust account
established in connection with the IPO, which is available for the payment of offering costs and for working capital purposes.
As
a result of the underwriters’ exercise of the over-allotment option in full, 375,000 of the founder shares are no longer
subject to forfeiture.
For
further details regarding our business, see the section titled “Proposed Business” contained in our prospectus
dated January 11, 2021, incorporated by reference herein.
ITEM
1A. RISK FACTORS
For
the risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated
January 11, 2021, incorporated by reference herein.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM
2. PROPERTY
Our
executive offices are located at 300 W. 41st Street, Suite 202, Miami Beach, Florida 33140 and our telephone number is (305) 204-3338.
Our executive offices are provided to us by an affiliate of our sponsor. Commencing on January 11, 2021, we have agreed to pay
an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.
We consider our current office space adequate for our current operations.
ITEM
3. LEGAL PROCEEDINGS
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Our
units, common stock and warrants are listed on the Nasdaq Capital Markets (“Nasdaq”) under the symbols “BCYP,”
“BCYPW” and “BCYPU,” respectively.
Holders
As
of March 26, 2021, there were two holders of record of our units, six holders of record of our common stock
and one holder of record of our public warrants.
Dividends
We
have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion
of a business combination. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any,
capital requirements, and general financial condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does
not anticipate declaring any dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our
initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities
In
November 2020, we issued an aggregate of 2,156,250 shares of our common stock to our initial stockholders at an aggregate purchase
price of $25,000, or approximately $0.012 per share, in connection with our organization. Such shares were issued in connection
with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On
December 7, 2020, the Sponsor forfeited 161,719 founder shares to the Company and Ladenburg and certain of its employees purchased
from the Company an aggregate of 161,719 representative shares at an average purchase price of approximately $0.012 per share,
for an aggregate purchase price of $1,875.
On
January 3, 2021, we effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting
in an aggregate of 2,875,000 founder shares outstanding (including up to 375,000 shares subject to forfeiture to the extent that
the underwriters’ over-allotment was not exercised in full or in part). On January 4, 2021, our Sponsor forfeited 28,750
founder shares to us and Ladenburg and certain of its employees purchased from us an aggregate of 28,750 representative shares
at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230.00.
On
January 14, 2021, we consummated our IPO of 11,500,000 Public Units, such Public Units offered at a price to the public of $10.00
per share, generating gross proceeds of $115,000,000. Ladenburg acted as sole book-running manager and Brookline Capital Markets,
a division of Arcadia Securities, LLC (“Brookline”) acted as co-manager of the offering. The securities sold in the
IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-251178) which was declared effective
by the Securities and Exchange Commission on February 10, 2020.
Simultaneously
with the consummation of the IPO, we consummated the Private Placement of 417,200 Private Units at a price of $10.00 per Private
Unit with each Private Unit consisting of one share of common stock and one-half Private Warrant, generating total proceeds of
$4,172,000. The Private Units and Private Warrants are identical to the Public Units and Public Warrants sold in the IPO, except
that the Private Warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis, in each case
so long as they continue to be held by the initial purchasers or their permitted transferees.
Following
the closing of the IPO and the sale of additional Private Units, an aggregate amount of $116,150,000 has been placed in the trust
account established in connection with the IPO.
Transaction
costs amounted to $6,038,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee
and $288,360 of other offering costs. In addition, $1,216,731 of cash was held outside of the trust account established
in connection with the IPO, which is available for the payment of offering costs and for working capital purposes.
We
intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on
the trust account not previously released to us (less taxes payable) to complete our initial business combination. We may withdraw
interest to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete
our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions, and pursue our growth strategies.
We
intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business
due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target
businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,
and structure, negotiate, and complete a business combination.
ITEM
6. SELECTED FINANCIAL DATA
Not
required for a smaller reporting company.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction
with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements
and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below
includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,”
“Item 1A. Risk Factors” and elsewhere in this Annual Report.
Overview
We
are a blank check company incorporated on November 12, 2020 as a Delaware corporation and or the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the Private Units,
our capital stock, debt or a combination of cash, stock and debt.
We
have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare
for our IPO, which was consummated on January 14, 2021.
Results
of Operations
Our
only activities from November 12, 2020 (inception) through December 31, 2020 were organizational activities and those necessary
to consummate the IPO, described below. Following the IPO, we do not expect to generate any operating revenues until after the
completion of our business combination. We expect to generate non-operating income in the form of interest income on cash and
marketable securities held after the IPO. We expect to incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For
the period from November 12, 2020 (inception) through December 31, 2020, we had a net loss of $8,996, which consists of
operating and formation costs.
Liquidity
and Capital Resources
As
of December 31, 2020, we had cash of $84,836. Until the consummation of the IPO, our liquidity needs were satisfied through
the receipt of $25,000 from our sale of the founder shares and advances from our Sponsor.
On
January 14, 2021, we consummated our IPO of 11,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds
of $115,000,000, which included the full exercise of the underwriters’ over-allotment option. Simultaneously with the closing
of the IPO, we consummated the sale of 417,200 Private Units to our Sponsor and Ladenburg and its designees, generating gross
proceeds of $4,172,000.
Following
the IPO, the exercise of the over-allotment option and the sale of the Private Units and Private Warrants, a total of $116,150,000
was placed in the trust account. In connection with the IPO, we incurred $6,038,360 consisting of $1,529,500 of underwriting
fee, $4,220,500 of deferred underwriting fee, and $288,360 of other offering costs.
On
November 19, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate principal amount of $250,000
to be used for a portion of the expenses of the IPO. On December 4, 2020, the Company and the Sponsor effected a drawdown of the
loan in the amount of $150,000. On January 14, 2021 the loan was repaid in full using a portion of the IPO proceeds allocated
to the payment of offering expenses.
We
intend to use substantially all of the funds held in the trust account, to acquire a target business and to pay our expenses relating
thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the
remaining funds held in the trust account will be used as working capital to finance the operations of the target business. Such
working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,
for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used
to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination
if the funds available to us outside of the trust account were insufficient to cover such expenses.
We
intend to use the funds held outside the trust account for identifying and evaluating prospective acquisition candidates, performing
business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective
target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target
business to acquire and structuring, negotiating and consummating the business combination.
In
order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Insiders,
or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.
If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used for such repayment. Up to $1,500,000 of notes may be convertible into Private Units,
at a price of $10.00 per Private Unit. The units would be identical to the Private Units sold in the Private Placement.
We
do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior
to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth
due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have
insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional
financing either to complete our business combination or because we become obligated to redeem a significant number of our public
shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection
with such business combination. If we are unable to complete our initial business combination because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the trust account.
Off-balance
sheet financing arrangements
We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2020. We
do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred
to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any
debt or commitments of other entities, or purchased any non-financial assets.
Contractual
obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an
agreement to pay our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support.
We began incurring these fees on January 14, 2021 and will continue to incur these fees monthly until the earlier of the
completion of the business combination and our liquidation.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with Generally Accepted Accounting Principles (“GAAP”)
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates. We have identified not identified any critical accounting policies.
Recent
accounting pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on our financial statements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net
proceeds of our IPO, including amounts in deposited in the trust account, may be invested in U.S. government treasury bills, notes
or bonds with a maturity of 180 days or less, or in certain money market funds that invest solely in U.S. treasuries. Due to the
short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk when and
if the net proceeds are invested in such securities.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This
information appears following Item 15 of this Annual Report and is incorporated herein by reference.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM
9A. CONTROL AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports
filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time
period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including the principal executive officer and principal financial
and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with
the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”),
the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange
Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2020, our disclosure controls and
procedures were effective.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls
and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the
fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent
limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute
assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls
and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s
Report on Internal Controls Over Financial Reporting
This
Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or
an attestation report of our independent registered public accounting firm due to a transition period established by rules of
the SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
and Executive Officers
Our
current directors and executive officers are as follows:
Name Age Position
Samuel J. Reich 46 Chief Executive Officer, Chief Financial Officer and Director
Jeffrey G. Spragens 79 Non-Executive Chairman of the Board
James Martin 54 Director
Ilan Katz 48 Director
Stephen D. Collins, MD, PhD. 68 Director
Samuel
J. Reich has served as our Chief Executive Officer, Chief Financial Officer and member on our Board of Directors since November
2020. Mr. Reich co-founded Biscayne Neurotherapeutics, Inc. in 2011 and served as its Executive Chairman until its sale to Supernus
Pharmaceuticals (Nasdaq: SUPN) in October 2018. Biscayne Neurotherapeutics was focused on novel treatments for seizure disorders.
Previously, Mr. Reich was the Executive Vice President of OPKO Ophthalmologics, a division of OPKO Health, Inc. (Nasdaq: OPK)
from March 2007 to November 2008, where Mr. Reich served on the executive committee and lead the Ophthalmologics business division.
Prior to his position at OPKO, Mr. Reich was the Founder and Executive Vice President of Acuity Pharmaceuticals, Inc., where he
worked from July 2002 through March 2007, at which time Acuity Pharmaceuticals merged with OPKO Health. Mr. Reich was a doctoral
candidate in the Department of Ophthalmology at the University of Pennsylvania Medical School. He left graduate school prior to
the completion of his Ph.D. in order to establish Acuity. Prior to that, he was a graduate student at the University of Pennsylvania
in the Biomedical Studies graduate program. He has authored six peer- reviewed scientific publications, and is currently an inventor
on sixteen issued U.S. patents and over 50 issued foreign patents. Mr. Reich holds a B.A. with High Honors in Biochemistry from
Clark University, cum laude, Phi Beta Kappa.
Mr.
Jeffrey G. Spragens has served as our Non-Executive Chairman of the Board of Directors since November 2020. From 2005 through
2013, Mr. Spragens was a Co-Founder and the CEO of SafeStitch Medical, Inc., a medical device company that pioneered incisionless
surgery techniques that helps to relieve GERD and obesity. In 2013, SafeStitch merged with TransEnterix, Inc. (NYSE: TRXC). In
addition, Mr. Spragens was one of the three founding board members of North American Vaccine, which became a publicly traded company
in 1990. At North American Vaccine, Mr. Spragens was responsible for securing initial financing and building a commercial manufacturing
facility. Mr. Spragens was instrumental in North American Vaccine’s acquisition by Baxter International (NYSE: BAX) in 1999.
Mr. Spragens has also been a successful real estate developer and entrepreneur. Mr. Spragens was President of FCH services from
1973 until 1986. FCH developed and managed units of coop and condo housing financed with HUD financing with offices in several
major cities. In 1986, Mr. Spragens converted to condo ownership 1,000 apartment units in San Mateo, California, resulting in
one of the largest residential projects in California at that time. Mr. Spragens was Managing Partner of Gateway Associates,
Inc. from 1990 to 2000. In addition, Mr. Spragens developed, owned and operated apartment units in New Jersey, Michigan and Kansas,
and has successfully sold many of these units. Mr. Spragens developed, and continues to own and operate Inman Grove Shopping Center
in Edison, New Jersey. Mr. Spragens is also a well-known and respected philanthropist. Mr. Spragens is a Founding Board Member
and Treasurer of Foundation for Peace. Foundation for Peace provides healthcare, education, and clean water to those in need in
Dominican Republic and Haiti. He is also a member of the Board of Directors and Finance Committee of Hernia Help, which provides
free hernia surgery to underserved children and adults in developing countries. Mr. Spragens has a BA from the University of Cincinnati,
a Law Degree from George Washington University and an MA from American University. Mr. Spragens is well qualified to serve on
our board of directors because of his extensive public company management and multi-sector investment experience, and his public
company board experience.
Mr.
James J. Martin has served as a member on our Board of Directors since November 2020. Since February 2017, Mr. Martin has
served as the Chief Financial Officer of Cocrystal Pharma, Inc. (Nasdaq: COCP), a clinical stage therapeutic development company.
From 2014 to 2017, Mr. Martin served as Chief Financial Officer of Scivac Therapeutics, Inc., a vaccine development and manufacturing
company based in Rehovot, Israel. During his tenure, Scivac merged with Levon Resources, listed on the Toronto Stock Exchange,
successfully obtained a dual listing on Nasdaq and Toronto Stock Exchange, and merged with VBI Vaccines (Nasdaq:VBIV). Additionally,
from 2016 to 2017, Mr. Martin served as Chief Financial Officer of Motus GI Holdings, Inc. (Nasdaq: MOTS) a medical device company
based in Haifa, Israel. From 2011 to 2013, Mr. Martin served as Chief Financial Officer of SafeStitch, Inc. Prior to that, Mr.
Martin served as Chief Financial Officer of Avborne Heavy Maintenance, Inc., a venture capital owned aviation company from 2006
to 2011. During his tenure, Mr. Martin was played an integral role in the sale of Avborne Heavy Maintenance to AAR Corp (NYSE:
AIR) in 2008. Mr. Martin has an MBA from Barry University and is a veteran of the U.S. armed forces after serving five years in
the United States Navy. Mr. Martin is well qualified to serve on our board of directors because of his accounting and financial
modeling expertise, and his significant experience acting as principal financial officer for multiple public companies.
Stephen
D. Collins, MD, PhD. has served as a member on our Board of Directors since November 2020. Dr. Collins has led or had senior
leadership positions in multiple pharmaceutical and biotech companies in a wide range of therapeutic areas, resulting in over
a dozen approved drugs and multiple company acquisitions totaling over $1.5 billion. Since 2013, he is Executive Chairman of Xalud
Therapeutics, an anti-inflammatory focused company in Phase 2 clinical studies of a novel biological platform. Prior to this,
he was most recently the President and CEO of Biscayne Neurotherapeutics. Prior to his position at Biscayne Neurotherapeutics,
Mr. Collins was the CEO and President of NeuroTherapeutics Pharma, an early stage biotechnology company focused on the advancement
of novel therapeutics for the central nervous system (CNS). Prior to his position at NeuroTherapeutics, he was Chief Scientific
Officer & VP for Clinical Affairs of Ovation Pharmaceuticals, an oncology and CNS-focused biopharmaceutical company acquired
by Lundbeck A/S. Dr. Collins joined Ovation in 2003, and was responsible for establishing the company’s R&D group. He
was also responsible for establishing the safety and post-marketing research groups and led all scientific and medical in-licensing
activities. Prior to joining Ovation, Dr. Collins served as a Global Director at Johnson & Johnson, overseeing early-stage
development of a variety of agents and as a member of the global in-licensing advisory team. Prior to Johnson and Johnson, he
worked in Abbott Laboratories’ Pharmaceutical and Hospital Products Divisions where he developed drugs for multiple indications
and supported their business development groups in the review and acquisition of several assets. Dr. Collins has served on the
faculty of medicine at Case Western Reserve University and the University of California-San Francisco. He earned his MD and PhD
at Case Western Reserve University after completing undergraduate studies in Physics at the University of California, Berkeley.
Dr. Collins is well qualified to serve on our board of directors due to his decades of experience in senior leadership positions
with pharmaceutical and biotech companies and as a leading physician.
Mr.
Ilan Katz is a member on our Board of Directors. Mr. Katz is a corporate attorney with over 20 years of experience specializing
in mergers and acquisitions, with a focus on representing life science and technology companies. Mr. Katz is currently a Partner
at Dentons where he has been since 2015. At Dentons, Mr. Katz focuses on mergers and acquisitions, private equity, securities
law compliance and venture transactions from startups to publicly traded companies. He has previously counsel at Latham &
Watkins LLP and served as lead U.S. M&A counsel for Siemens Corporation from 2011 to 2014. After clerking for a Federal judge,
Mr. Katz began his career as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, and he also worked at Frank, Harris,
Shriver & Jacobson LLP and Pepper Hamilton, LLP. In addition, Mr. Katz has demonstrated success as an entrepreneur. He co-founded
Acuity Pharmaceuticals and served as its outside counsel, including representing Acuity in the reverse merger transaction which
resulted in the creation and funding of OPKO Health. Mr. Katz has represented acquirers and target companies in many public and
private merger and acquisitions. Mr. Katz has a J.D. from the University of Pennsylvania Law School, cum laude and Order Of The
Coif. While at the University of Pennsylvania Law School, Mr. Katz was an Editor of the Law Review. Mr. Katz has a B.A. in economics
from Brandeis University where he was magna cum laude. Mr. Katz is well qualified to serve on our board of directors due to his
significant experience advising innovative public and private life science and technology companies in connection with hundreds
of M&A transactions, as well as his experience counseling public companies in connection with securities and stock exchange
matters and public company governance.
Number
and Terms of Office of Officers and Directors
We
have five directors. Our board of directors is divided into two classes with only one class of directors being elected in each
year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year
term. In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year
after our first fiscal year end following our listing on NASDAQ. The term of office of the first class of directors, consisting
of James R. Martin and Dr. Stephen D. Collins, will expire at our first annual meeting of stockholders. The term of office of
the second class of directors, consisting of Samuel J. Reich, Jeffrey G. Spragens and Ilan Katz, will expire at the second annual
meeting of stockholders.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific
terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.
Our bylaws provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, Chief Financial Officer,
President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board
of directors.
Director
Independence
NASDAQ
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. Our board of directors has determined Mr. Spragens, Mr. Martin and
Dr. Collins are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Officer
and Director Compensation
None
of our officers has received any cash compensation for services rendered to us. Commencing on the date of this Annual Report,
we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and
administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly
fees. Other than as set forth elsewhere in this Annual Report, no compensation of any kind, including any finder’s fee,
reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers, directors
or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is) except that we may pay
our sponsor or its affiliates, partners or employees, a fee for financial advisory services rendered in connection with our identification,
negotiation and consummation of our initial business combination; the amount of any fee we pay to our sponsor or its affiliates,
partners or employees, will be based upon the prevailing market for similar services for such transactions at such time, and will
be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions
that may present conflicts of interest. Our officers and directors will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers,
directors, advisors or our or their affiliates. Any such payments prior to an initial business combination will be made using
funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any
additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses incurred in connection with identifying and consummating an initial business combination.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid
consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent
then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed
initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company
to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed
initial business combination, because the directors of the post-combination business will be responsible for determining officer
and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors
for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent
directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment
or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or
selecting a target business but we do not believe that the ability of our management to remain with us after the consummation
of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Committees
of the Board of Directors
Our
board of directors has three standing committees: an audit committee, a nominating and corporate governance committee (“nominating
committee”) and a compensation committee. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3
of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NASDAQ