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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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The
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Auditor Name:
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Auditor Location:
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Auditor Firm ID:
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Name
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Age
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Positions and Offices
With Registrant |
Year First Became
Director |
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N. Scott Fine
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66
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Director, Chief Executive Officer
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2014
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Jeffrey L. Tate, Ph.D.
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65
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Director, Chief Operating Officer
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2010
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C.E. Rick Strattan (2)
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77
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Director
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1990
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Markus W. Sieger (1) (3)
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57
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Director and Chairman of the Board of Directors
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2014
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F. Patrick Ostronic (1)
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67
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Director and Vice Chairman of the Board of Directors
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2014
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William S. Shanahan (2) (3)
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83
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Director
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2016
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Dr. Randall M. Toig (1)
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72
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Director
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2018
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Joshua M. Fine
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41
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Chief Financial Officer and Secretary
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N/A
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Michael Lisjak
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49
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Chief Regulatory Officer and SVP for Business Development
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N/A
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(1)
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Member of the audit committee.
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(2)
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Member of the corporate governance and nominating committee.
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(3)
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Member of the compensation committee.
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●
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selecting and hiring the independent registered public accounting firm to audit our financial statements;
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overseeing the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself that the accountants are independent of management;
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reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal control over financial reporting and disclosure controls;
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●
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preparing the audit committee report that the SEC requires to be included in our annual proxy statement;
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reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;
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overseeing our policies on risk assessment and risk management;
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●
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reviewing related party transactions; and
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●
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approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm.
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Name & Principal Position | Year | Salary ($) |
Stock Awards ($) (1) |
Option Awards ($) (2) |
All Other Compensation ($) (3) |
Total ($) |
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N. Scott Fine
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2022
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537,946 | -0- | 184,716 | 339,935 | 1,062,597 | ||||||||||||||||
CEO
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2021
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508,333 | 50,300 | 323,308 | 198,714 | 1,080,655 | ||||||||||||||||
Michael Lisjak
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2022
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341,211 | -0- | 76,792 | 164,694 | 582,697 | ||||||||||||||||
Chief Regulatory Officer
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2021
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316,333 | 50,300 | 134,288 | 130,103 | 631,024 | ||||||||||||||||
Joshua M. Fine
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2022
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334,195 | -0- | 76,792 | 175,189 | 586,176 | ||||||||||||||||
Chief Financial Officer
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2021
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275,000 | 50,300 | 134,288 | 54,157 | 589,078 |
(1)
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Reflects award of 10,000 shares to each Named Executive Officer in 2021. All of the shares were fully vested upon issuance. The stock award figures represent the value of the stock award at grant date as calculated under FASB ASC Topic 718.
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(2)
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Reflects (i) award of options during 2022 to purchase 74,907 shares to Scott Fine, and 31,141 shares to each of Mr. Lisjak and Joshua Fine, and at an exercise price of $3.26 and (ii) award of options during 2021 to purchase 57,400 shares to Scott Fine, and 23,800 shares to each of Mr. Lisjak and Joshua Fine, and at an exercise price of $7.46. The options vest over a four year period in equal monthly installments. The option award figures represent the value of the option awards at grant date as calculated under FASB ASC Topic 718. The Named Executive Officers will not realize the estimated value of these awards in cash until these awards are vested, exercised and sold, as applicable.
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(3)
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Reflects cash bonuses, matching contributions made under the Company’s 401(k) plan, and insurance premiums for health, dental, and vision.
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Name
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Number of
securities
underlying
unexercised
options
(#) exercisable
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Number of
securities
underlying
unexercised
options
(#) unexercisable
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Option
Exercise
Price
($) (1) |
Option
Expiration Date ($) (2) |
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N. Scott Fine
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(1) | 19,100 | 38,200 | 7.46 |
August 27, 2031
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|||||||||
(2) | 17,166 | 57,741 | 3.26 |
February 17, 2032
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Michael Lisjak
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(1) | 7,933 | 15,867 | 7.46 |
August 27, 2031
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(2) | 7,136 | 24,005 | 3.26 |
February 17, 2032
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Joshua M. Fine
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(1) | 7,933 | 15,867 | 7.46 |
August 27, 2031
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(2) | 7,136 | 24,005 | 3.26 |
February 17, 2032
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●
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Scott Fine is paid an initial base salary of $540,750, Mr. Lisjak is paid an initial base salary of $335,780 and Joshua Fine is paid an initial base salary of $309,000.
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●
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Each executive is eligible to receive an annual raise in his base salary targeted at 3%, in addition to any additional increase approved by the Company.
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●
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Each employment agreement is for a two year term, subject to automatic renewal for successive one-year periods unless either party provides notice of non-renewal prior to the then end of the term.
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●
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Scott Fine is entitled to an annual cash bonus targeted 50% of his base salary, Mr. Lisjak is entitled to an annual cash bonus targeted 35% of his base salary, and Joshua Fine is entitled to an annual cash bonus targeted 40% of his base salary.
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●
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In the event of the termination of the executive’s employment by us other than for Cause (as defined in the employment agreements), the executive will be entitled to continued payment of base salary for one year; and if such termination occurs within 12 months following a “Change of Control,” all unvested stock options of the terminated Executive shall immediately vest in full.
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●
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Upon the termination Scott Fine’s employment by us other than for Cause absent a Change of Control, all unvested stock options that would have vested within 12 months following such termination will immediately vest.
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●
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Each executive is subject to confidentiality, non-compete, non-solicitation and work-for-hire provisions.
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Name
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Fees Earned
or Paid in
Cash
($) |
Stock Awards
(1)
($) |
Total
($) |
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C.E. Rick Strattan
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44,000 | -0- | 44,000 | |||||||||
Markus W. Sieger
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44,250 | 44,250 | 88,500 | |||||||||
F. Patrick Ostronic
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-0- | 55,000 | 55,000 | |||||||||
William S. Shanahan
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53,500 | -0- | 53,500 | |||||||||
Dr. Randall M. Toig
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23,750 | 23,750 | 47.500 |
Member
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Chair
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Board of Directors
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$ | 40,000 | $ | 70,000 | ||||
Audit Committee
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$ | 7,500 | $ | 15,000 | ||||
Compensation Committee
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$ | 5,500 | $ | 11,000 | ||||
Nominating and Governance Committee
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$ | 4,000 | $ | 8,000 |
●
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each person, or group of affiliated persons, who we know to beneficially own more than 5% of our Common Stock;
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●
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each of our named executive officers;
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●
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each of our directors and director nominees; and
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●
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all of our executive officers and directors as a group.
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Names and Address of Individual or Identity of Group(1)
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Number of
Shares
Beneficially
Owned
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Beneficial
Ownership (%) |
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Named Executive Officers and Directors
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N. Scott Fine
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843,022 | (2) | 6.46 |
%
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C.E. Rick Strattan
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333,383 | (3) | 2.62 |
%
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Jeffrey L. Tate
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121,505 | (4) | * | |||||
Markus Sieger
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277,834 | (5) | 1.63 |
%
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F. Patrick Ostronic
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301,989 | (6) | 2.37 |
%
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William S. Shanahan
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118,611 | (7) | * | |||||
Dr. Randall M. Toig
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77,338 | (8) | * | |||||
Michael Lisjak
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18,809 | (9) | * | |||||
All Directors and Executive Officers as a Group (9 Persons)
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2,156,399 | (10) | 15.97 |
%
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5% Holders
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||||||||
Novit, L.P.
66 Hungerford Drive
Rockville, Maryland 20850 |
950,156 | (11) | 7.26 |
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*
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Less than one percent.
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(1)
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Unless otherwise indicated, the business address of each officer and director of the Company is c/o Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, Florida 32653.
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(2)
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Includes currently exercisable warrants to purchase 345,167 shares of Common Stock, and currently exercisable options to purchase 53,453 shares of Common Stock.
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(3)
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Based on a Schedule 13D/A filed by Mr. Strattan with the SEC on October 20, 2015, and Form 4s filed by Mr. Strattan subsequent to such date. Includes currently exercisable warrants to purchase 400 shares of Common Stock, currently exercisable options to purchase 7,538 shares of Common Stock, 6,307 shares of Common Stock owned by TFBU, Inc. (“TFBU”), and 59,881 shares of Common Stock, and 59,881 shares of Common Stock owned by Unmet Medical Need, Inc. (“UMN”). Mr. Strattan has sole voting and dispositive power with respect to the shares of Common Stock held by TFBU and UMN, both of which are tax exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
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(4)
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Includes currently exercisable warrants to purchase 37,191 shares of Common Stock, and currently exercisable options to purchase 22,213 shares of Common Stock.
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(5)
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Includes currently exercisable warrants to purchase 109,245 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock.
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(6)
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Includes currently exercisable warrants to purchase 72,080 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock.
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(7)
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Includes currently exercisable warrants to purchase 47,396 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock.
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(8)
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Includes currently exercisable warrants to purchase 13,078 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock.
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(9)
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Includes currently exercisable options to purchase 22,213 shares of Common Stock.
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(10)
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Includes 701,235 shares that may be issued under currently exercisable warrants, including warrants to purchase Common Stock underlying warrants to purchase “Units” of the Company’s securities, and currently exercisable options to purchase 149,975 shares of Common Stock.
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(11)
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Novit U.S., Inc. is the general partner of Novit, L.P. and Katarzyna Kusmierz is the trustee of the NAP Trust, which owns all of the outstanding partnership interests in Novit, L.P. Each of Novit US, Inc. and Ms. Kusmierz share voting and dispositive power over the shares Common Stock owned by Novit, L.P. and may be deemed to own such shares of Common Stock. Includes currently exercisable warrants to purchase 1,471,428 shares of Common Stock.
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Plan Category
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Number
of Securities to
be issued
upon exercise
of outstanding
options, warrants and
rights (a) (#)
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Weighted
average
exercise price
of outstanding options,
warrants and
rights (b) ($)
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Number of securities
remaining available for issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c) (#)
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|||||||||
Equity compensation plans not approved by security holders (1)
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17,682 | $ | 26.86 | 0 | ||||||||
Equity compensation plans approved by security holders (2)
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425,646 | 5.17 | 2,479,322 | |||||||||
Total:
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443,328 | 2,479,322 |
(1)
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Consists of (i) seven-year warrants to purchase 4,800 Units at an exercise price of $25.00, each Unit consisting of one share of Common Stock and one warrant for one additional share of Common Stock at an exercise price of $25.00 per share, issued to Scarsdale Equities and its affiliates for services provided in connection with our June 2016 private placement, (ii) seven-year warrants to purchase 1,641 Units at an exercise price of $35.00, each Unit consisting of one share of Common Stock and one warrant for one additional share of Common Stock at an exercise price of $35.00 per share, issued to Scarsdale Equities and its affiliates for services provided in connection with our February 2017 private placement, and (iii) seven-year warrants to purchase 600 Units at an exercise price of $100, each Unit consisting 4 shares of Common Stock and one warrant for one additional 4 shares of Common Stock at an exercise price of $25.00 per share, issued to Scarsdale Equities and its affiliates for services provided in connection with our October 2017 private placement.
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(2)
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The Company’s 2021 Equity Incentive Plan (the “Incentive Plan”) provides for the issuance of up to 3,000,000 shares of Common Stock pursuant to the grant of shares of Common Stock, stock options or other awards, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. As of December 31, 2022, we had awarded 95,032 shares of Common Stock, and granted options to purchase 425,646 shares of Common Stock, as awards under the Incentive Plan, with 2,479,322 shares of Common Stock remaining available for future awards under the Incentive Plan
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Year Ended December 31,
|
||||||||
2022
|
2021
|
|||||||
Audit Fees (1)
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$ | 132,001 | $ | 107,960 | ||||
Audit-Related Fees (2)
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$ | 70,035 | $ | 97,851 | ||||
Tax Fees
|
- | - | ||||||
All Other Fees
|
- | - | ||||||
Total
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$ | 202,036 | $ | 205,810 |
(1)
|
Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(2)
|
Audit-Related Fees consist of professional services rendered in connection with our 2021 and 2022 public offering transactions, and the related Registration Statement on Forms S-1 and S-3, respectively.
|
Exhibits | ||
31.1 | Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer* | |
31.2 | Rule 13a-14(a)/15d-14a(a) Certification of Principal Financial Officer* | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
CYCLO THERAPEUTICS, INC.
|
||
By:
|
/s/ N. Scott Fine
|
|
N. SCOTT FINE
Chief Executive Officer
(principal executive officer)
Date: May 1, 2023
|
By:
|
/s/ N. Scott Fine
|
By:
|
/s/ Joshua M. Fine
|
||
N. SCOTT FINE
Chief Executive Officer; Director
(principal executive officer)
|
JOSHUA M. FINE
Chief Financial Officer
(principal financial and accounting officer)
|
||||
Date:
|
May 1, 2023 |
Date:
|
May 1, 2023 | ||
By:
|
/s/ C.E. Rick Strattan
|
By: |
/s/ William S. Shanahan
|
||
C.E. RICK STRATTAN
Director
|
WILLIAM S. SHANAHAN
Director
|
||||
Date:
|
May 1, 2023 |
Date:
|
May 1, 2023 | ||
By:
|
/s/ Jeffrey L. Tate
|
By: |
/s/ F. Patrick Ostronic
|
||
JEFFREY L. TATE
Chief Operating Officer; Director
|
F. PATRICK OSTRONIC
Director
|
||||
Date:
|
May 1, 2023 |
Date:
|
May 1, 2023 | ||
By:
|
/s/ Markus W. Sieger
|
By: |
/s/ Randall M. Toig
|
||
MARKUS W. SIEGER
Chairman of the Board, Director
|
RANDALL M. TOIG
Director
|
||||
Date:
|
May 1, 2023 |
Date:
|
May 1, 2023 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, N. Scott Fine, certify that:
1. |
I have reviewed this Form 10-K/A for the year ended December 31, 2022, of Cyclo Therapeutics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: May 1, 2023
/s/ N. Scott Fine |
|
N. Scott Fine, Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Joshua M. Fine, certify that:
1. |
I have reviewed this Form 10-K/A for the year ended December 31, 2022, of Cyclo Therapeutics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: May 1, 2023
/s/ Joshua M. Fine |
|
Joshua M. Fine, Chief Financial Officer |
Document And Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2022 |
Mar. 31, 2023 |
Jun. 30, 2022 |
|
Document Information [Line Items] | |||
Entity, Registrant Name | CYCLO THERAPEUTICS, INC. | ||
Document, Type | 10-K/A | ||
Document, Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document, Fiscal Period Focus | FY | ||
Document, Fiscal Year Focus | 2022 | ||
Document, Period End Date | Dec. 31, 2022 | ||
Document, Transition Report | false | ||
Entity, File Number | 0-25466 | ||
Entity, Incorporation, State or Country Code | NV | ||
Entity, Tax Identification Number | 59-3029743 | ||
Entity, Address, Address Line One | 6714 NW 16th Street, Suite B | ||
Entity, Address, City or Town | Gainesville | ||
Entity, Address, State or Province | FL | ||
Entity, Address, Postal Zip Code | 32653 | ||
City Area Code | 386 | ||
Local Phone Number | 418-8060 | ||
Entity, Well-known Seasoned Issuer | No | ||
Entity, Voluntary Filers | No | ||
Entity, Current Reporting Status | Yes | ||
Entity, Interactive Data, Current | Yes | ||
Entity, Filer Category | Non-accelerated Filer | ||
Entity, Small Business | true | ||
Entity, Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity, Shell Company | false | ||
Entity, Public Float | $ 14,693,080 | ||
Entity, Common Stock Shares, Outstanding | 10,554,900 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | East Brunswick, New Jersey | ||
Auditor Firm ID | 100 | ||
Amendment Description | The purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend and restate Part III, Items 10 through 14 of the previously filed Annual Report on Form 10-K of Cyclo Therapeutics, Inc. (the “Company”) for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 17, 2023 (the “Original Form 10-K”), to include information previously omitted in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement prepared in connection with the election of directors. The Company has determined to include such Part III information by amendment of the Original Form 10-K rather than incorporation by reference to the proxy statement. Accordingly, Part III of the Original Form 10-K is hereby amended and restated as set forth below. This Amendment also includes the filing of new Exhibits 31.1 and 31.2. Except as described above, no other changes were made to the Original 10-K. | ||
Amendment Flag | true | ||
Entity, Central Index Key | 0000922247 | ||
CommonStockParValue0001PerShare Custom [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $.0001 per share | ||
Trading Symbol | CYTH | ||
Security Exchange Name | NASDAQ | ||
WarrantsToPurchaseCommonStock Custom [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase Common Stock | ||
Trading Symbol | CYTHW | ||
Security Exchange Name | NASDAQ |
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