Bionomics Limited (Nasdaq: BNOX | ASX: BNO), (Bionomics or the
Company) a clinical-stage biopharmaceutical company developing
novel, allosteric ion channel modulators designed to transform the
lives of patients suffering from serious central nervous system
(
CNS) disorders with high unmet medical need,
today announced that it has appointed Spyridon “Spyros”
Papapetropoulos, M.D. as President and Chief Executive Officer
(
CEO), effective 5 January 2023. Errol B. De
Souza, Ph.D., who has been serving as Bionomics’ Executive Chairman
since November 2018, will continue in his role through 31 December
2022 to ensure a seamless transition, and will resume the role of
Non-Executive Chairman of the Board of Directors effective 1
January 2023.
Spyros is an experienced biopharmaceutical
executive, a recognized neuroscientist/neurologist, and change
agent with a 25-year career focused on CNS disorders. He held
various positions of increasing responsibility at CNS-focused
start-up/small, medium specialty and large biopharma companies.
Since 2020, he has been the Chief Medical Officer of Vigil
Neuroscience Inc, a Nasdaq-listed biopharmaceutical company
developing a pipeline of neuroimmune targeted therapeutics for the
treatment of neurodegenerative disorders. Prior to joining Vigil,
he served as Chief Development Officer, and SVP, Head of
Development at Acadia Pharmaceuticals Inc., CEO at SwanBio
Therapeutics, and EVP of Research & Development and Chief
Medical Officer at Cavion. Before Cavion, he held senior/executive
positions at Biogen Inc., Allergan plc, Pfizer Inc., and Teva
Pharmaceuticals Inc. Spyros has filed multiple INDs and has
overseen a broad spectrum of CNS biopharmaceutical development
programs (small molecules, biologics, gene therapy), leading to
successful regulatory filings (>20 INDs and multiple NDAs/BLAs)
and new product launches worldwide. Spyros received his MD and PhD
in Greece from the University of Patras, School of Medicine and
before joining the biopharmaceutical industry served as faculty at
the Department of Neurology of the University of Miami, School of
Medicine.
Dr. De Souza commented “Bionomics is at a key
inflection point in its development and potential transition from
an early-stage development organization to a later stage clinical
development and commercial organization as we await the data from
our two ongoing Phase 2 clinical trials of BNC210 for the acute
treatment of social anxiety disorder and chronic treatment of
post-traumatic stress disorder by year end 2022 and mid-2023,
respectively. Having led the Company turn around over the past
three years, I am delighted to hand over the reins to Spyros to
leverage his extensive experience in leading R&D and commercial
organizations in both the private and public sector and small
biotech and large pharmaceutical companies to continue to progress
the pipeline and in doing so, build value for patients and
shareholders. I will continue to be closely involved
with Bionomics in my oversight role as Non-Executive Chairman of
the Board.”
Dr. Papapetropoulos added, “I am delighted to be
joining Bionomics as President, CEO and Director and building upon
the great strides the Company has made under Errol’s leadership.
The psychiatric and neurological disorders which Bionomics is
targeting represent large, unsolved medical challenges for which
patients need new options. I look forward to working with the
Board, the management team and Bionomics employees in leading the
Company as we prepare for its next stage of growth.”
Dr. Papapetropoulos will be formally appointed
as President, Chief Executive Officer and Director on
5 January 2023. Dr. De Souza will remain as
Executive Chair until 31 December 2022, and from 1 January 2023
will become Non-Executive Chair. In consequence of the timing of
the appointment and transition arrangements, Dr. De Souza will
continue to be entitled to compensation arrangements in line with
those under his existing employment contract (refer ASX
Announcement dated 1 July 2021) until 30 June 2023.
Part of Dr. Papapetropoulos’ compensation will
include the issue of 27,067,015 options to acquire shares in
Bionomics at an exercise price equal to the volume weighted average
selling price for the five (5) trading day period ending
immediately prior to the grant date, subject to shareholder
approval in accordance with the ASX Listing Rules and if applicable
the Corporations Act 2001 (Cth) (Corporations
Act). Bionomics expects to issue a notice of Extraordinary
General Meeting (EGM) in the near future for the
purpose of seeking the relevant approval. At the EGM a resolution
to approve certain termination benefits that may be payable to Dr.
Papapetropoulos will also be submitted to shareholders.
The Board of Bionomics has also resolved to
grant Dr. De Souza a further 10,000,000 options to acquire shares
in Bionomics at a price of A$0.052 per share subject to shareholder
approval in accordance with the ASX Listing Rules and if applicable
the Corporations Act. Bionomics expects that a resolution to seek
approval for these options will be included in the resolutions to
be considered at the forthcoming EGM. The additional options are
part of the compensation of Dr. De Souza for his period as
Executive Chair of Bionomics.
In accordance with ASX Listing Rule 3.16.4, Bionomics
discloses:
- the material terms of the Employment and Consulting Agreements
between the Company and Dr. Papapetropoulos in Appendix A;
- the material terms of the variation
arrangements with Dr. De Souza and the terms of his ongoing
appointment in Appendix B.
FOR FURTHER INFORMATION PLEASE CONTACT:
General:Ms
Suzanne IrwinCompany Secretary+61 8 8150
7400CoSec@bionomics.com.au |
Investor
Relations:Mr Connor BernsteinVice President, Strategy and
Corporate Development+1 (831)
246-3642cbernstein@bionomics.com.au |
About Bionomics LimitedBionomics Limited (ASX:
BNO, Nasdaq: BNOX) is a clinical-stage biopharmaceutical company
developing novel, allosteric ion channel modulators designed to
transform the lives of patients suffering from serious central
nervous system (CNS) disorders with high unmet medical need.
Bionomics is advancing its lead drug candidate, BNC210, an oral,
proprietary, selective negative allosteric modulator of the α7
nicotinic acetylcholine receptor, for the acute treatment of Social
Anxiety Disorder (“SAD”) and chronic treatment of Post-Traumatic
Stress Disorder (“PTSD”). Beyond BNC210, Bionomics has a strategic
partnership with Merck & Co., Inc (known as MSD outside the
United States and Canada) with two drugs in early-stage clinical
trials for the treatment of cognitive deficits in Alzheimer’s
disease and other central nervous system conditions.
www.bionomics.com.au
Factors Affecting Future Performance
This announcement contains “forward-looking” statements within
the meaning of the U.S. federal securities laws. Any statements
contained in this announcement that relate to prospective events or
developments, including, without limitation, statements related to
the Offering are deemed to be forward-looking statements. Words
such as “believes,” “anticipates,” “plans,” “expects,” “projects,”
“forecasts,” “will” and similar expressions are intended to
identify forward-looking statements. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by these forward-looking
statements. The Company undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events, or otherwise. Actual results could
differ materially from those discussed in this ASX
announcement.
Appendix A Material
Terms of Employment Agreement
In accordance with ASX Listing Rule 3.16.4,
Bionomics makes the following disclosures in relation to the
material terms of the Employment Agreement between the Company and
Spyridon “Spyros” Papapetropoulos.
Position |
President, Chief Executive Officer and Director |
Commencement Date |
5 January 2023 |
Expiry Date |
Not Applicable |
Fixed Remuneration |
US$525,000 per year Base SalaryReimbursement for the cost of
procuring Health Benefits in the United States for an amount equal
to US$2,500 per month. |
Short Term Incentive (STI) |
Target bonus potential of 50% of Base Salary, upon meeting the
applicable performance criteria established by the Remuneration
Committee of the Board against agreed financial, strategic and
operational targets. |
Long Term Incentive (LTI) |
The issue of options will be subject to shareholder approval in
accordance with the ASX Listing Rules and, if applicable, the
Corporations Act, as follows:
- grant of 27,067,015 options;
- to be issued with an exercise price
equal to the volume weighted average selling price for the five (5)
trading day period ending immediately prior to the grant date,
being the date on which shareholder approval for the grant is
obtained; and
- 25% vesting on the 12 month
anniversary with the balance vesting on a quarterly basis over a
3-year period commencing on 12 month anniversary (with acceleration
in the event of a change in control and also on termination as
described below).
|
Termination |
For termination for cause or voluntary resignation without good
reason: the Company will pay earned but unpaid Base Salary and
Annual Bonus.For termination without cause, resignation for good
reason, the Company will:
- pay severance of 1 times Base Salary
plus a 1 time target bonus potential to be paid in equal
instalments over the following 12-month period, and
- any outstanding equity compensation
awards will fully and immediately vest.
Any termination benefits in excess of the limits in the
Corporations Act are subject to shareholder approval. |
Appendix B Material
Terms of Variation and Ongoing Arrangements – Dr. Errol De
Souza
In accordance with ASX Listing Rule 3.16.4,
Bionomics makes the following disclosures in relation to the
material terms of the Employment Agreement between the Company and
Dr. Errol De Souza.
- Dr. De Souza will remain employed
as Executive Chairman until 31 December 2022 and will then
transition to Non-Executive Chairman on 1 January 2023, will serve
under terms equivalent to other Non-Executive Directors of the
Company, with a Director’s Fee as Chair determined by the Board in
the usual way.
- Dr. De Souza will retain any equity
awards previously granted including 47,786,607 options issued
during 2021 and a further 10,000,000 options at an exercise price
of A$0.052 that will be issued to Dr. De Souza subject to obtaining
shareholder approval at a forthcoming EGM.
- Dr. De Souza will receive a monthly
fee of US$46,156.25 until 30 June 2023 (inclusive of Board fees)
plus US$2,166.67 per month for healthcare coverage, being the same
level of compensation to which he would be entitled under his
current employment arrangement.
- Dr. De Souza would also receive
100% of his target bonus for FY 2023, payable no later than 30 June
2023, subject to remaining as a director of the Company up to and
including 30 June 2023.
Bionomics (NASDAQ:BNOX)
Historical Stock Chart
From Nov 2024 to Dec 2024
Bionomics (NASDAQ:BNOX)
Historical Stock Chart
From Dec 2023 to Dec 2024