Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective September 16, 2022, the board of directors (the "Board") of Epiphany
Technology Acquisition Corp. (the "Company") approved an increase in the size of
the Board from seven (7) directors to eleven (11) directors and elected Ross
Haghighat, Stephen Sherwin, Louis Lange and Ronald Eastman as members of the
Board to fill the vacancies created by the increase. In addition, the Board
appointed Mr. Ross Haghighat as Co-Chief Executive Officer of the Company,
effective September 16, 2022. The Board determined that each Messrs. Stephen
Sherwin, Louis Lange and Ronald Eastman is an "independent director" as defined
in the Nasdaq listing standards and applicable rules of the Securities and
Exchange Commission.
Ross Haghighat
Ross Haghighat has served as Chief Executive Officer, Chief Financial Officer
and a Director of BioPlus Acquisition Corp. since December 2021. Mr. Haghighat
is the founding partner at Jasper Capital Partners, an investment firm investing
in transformational technology-inspired growth companies focused on Australia
and Asia, and Chairman of Triton Systems, Inc., a private early to mid-stage
product development and venture firm creating product-driven enterprises
focusing on next-generation innovative technologies spanning biotech, medtech
and ESG applications. Mr. Haghighat has been a founder, co-founder, and board
member of more than a dozen private and public technology companies in the US,
Europe, China and Australia. During Mr. Haghighat's expansive career as an
operator, he generated billions in shareholder value through his roles
transforming companies from early-stage technology firms to successful
corporations, as well as integrated divisions of Fortune 500 companies. From
1994 to 2001, Mr. Haghighat co-founded and led CoreTek Inc., a photonic-based
firm that developed the first tunable optoelectronic laser platform for telecom
and was acquired by Nortel Networks Corp. in 2001 for $1.4 billion.
Mr. Haghighat currently serves on the Board of Directors at Chinook
Therapeutics, Inc. (Nasdaq: KDNY), a late clinical-stage biotechnology company
developing precision medicines for kidney diseases, where Mr. Haghighat is
Chairman of the Transaction Committee; CITIC Capital Acquisition Corp. (NYSE:
CCAC), a blank check company that has announced a $1.4B business combination
with Quanergy Systems, due to close in Q4 2021, where Mr. Haghighat also serves
as Chair of the Audit Committee of Fluence Corporation Ltd. (ASX: FLC), a
leading ESG global water treatment technology company, where Mr. Haghighat
serves as Vice Chairman; Angel Medical Systems, Inc., a commercial stage private
medical device company with a pipeline of implantable cardiovascular devices
with product distribution in US, Australia and Asia, where Mr. Haghighat serves
as Lead Director and FRX Polymers, Inc., a global sustainable ESG company
serving electric vehicle, consumer electronics and other industrial
applications, where Mr. Haghighat serves as Chairman. Mr. Haghighat received a
Bachelor of Science in Advanced Materials Engineering from Rutgers University
and Master of Science in Organometalic Chemistry from Rutgers University, as
well as an MBA from Boston College - Wallace E Carroll School of Management.
Mr. Haghighat is well qualified to serve on the Board due to his extensive
operating, investing and board experience in the biotechnology industry.
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Ronald Eastman
Since December 2021, Ronald Eastman has served as Vice Chairman of BioPlus
Acquisition Corp. Mr. Eastman has over 40 years of experience in building and
leading both publicly-traded and private healthcare businesses. Mr. Eastman is
currently a Senior Advisor of EW Healthcare Partners ("EW"), one of the oldest
healthcare growth equity firms in the world with $3 billion currently under
management, where he previously served for 15 years as Managing Director of
multiple funds before transitioning to Senior Advisor in 2021. Mr. Eastman led
and served on the Board of Directors of EW's investments in ProteinSimple, Inc.
(acquired by Bio-Techne Corporation), Corium, Inc. (acquired by Gurnet Point
Capital), and Open Monoclonal Technology, Inc. (acquired by Ligand
Pharmaceuticals, Inc. (Nasdaq: LGND)). He also currently serves on the Board of
Directors of EW portfolio company Suneva Medical, Inc..
Mr. Eastman began his career at American Cyanamid Company, which was acquired by
American Home Products (now Pfizer, Inc. (NYSE: PFE)), where Mr. Eastman spent
15 years managing various pharmaceutical products, divisions, and subsidiaries
in the U.S. and overseas. Later as CEO of Geron Corporation (Nasdaq: GERN),
Mr. Eastman led the company's growth from a venture-backed start-up to a
publicly traded pioneer in the fields of regenerative medicine and cancer. As
CEO of Rinat Neuroscience Corporation ("Rinat Neuroscience"), a private
biotechnology company spun out of Genentech, Inc. with the support of EW in late
2001, Mr. Eastman led the effort to build the first company dedicated to
discovering and developing large molecule drugs for treating nervous system
disorders. Rinat Neuroscience was acquired by Pfizer, Inc. in 2006.
Mr. Eastman has also previously served as a board member of Revance
Therapeutics, Inc. (Nasdaq: RVNC), the Biotechnology Innovation Organization,
and as a Trustee of the Buck Institute for Research on Aging. Mr. Eastman has a
Bachelor of Arts degree from Williams College and a Master of Business
Administration degree from Columbia University. Mr. Eastman is well qualified to
serve on the Board due to his extensive operating, investing and board
experience in the biotechnology industry.
Louis Lange
Louis G. Lange, M.D., Ph.D., has served as a director of BioPlus Acquisition
Corp. since December 2021. Mr. Lange has a long and distinguished career as a
leading entrepreneur, investor and academic leader in the biotechnology sector,
and has been at the forefront of the development of the biotechnology industry
over the last three decades. Dr. Lange founded CV Therapeutics, Inc. ("CVT" and
Nasdaq: CVTX), a biotechnology company focused on cardiovascular diseases, in
1992 and served as Chairman, Chief Executive Officer and Chief Scientific
Officer. Dr. Lange led the initial public offering of CVT in 1996 after
$50 million in venture investments and oversaw the commercial success of CVT,
spearheading the growth of Ranexa® and Lexiscan®, two drugs with combined annual
sales in excess of $1.5 billion dollars. Dr. Lange led the sale of CVT to Gilead
Sciences, Inc. (Nasdaq: GILD) in 2009 for $1.4 billion, and stayed on part time
until 2019 as a Senior Advisor reporting until 2018 to the Chief Executive
Officer of Gilead Sciences.
After successfully selling CVT, Dr. Lange founded and sold two additional
biotechnology companies. In 2017, GE Healthcare acquired one of these companies,
Rapidscan Pharma Solutions Inc. ("RPS"), a developer of a biopharmaceutical
stress agent used in the diagnosis of cardiovascular disease.
In 2015, Audentes Therapeutics, Inc. (Nasdaq: BOLD) acquired the second of these
companies, gene therapy products developer Cardiogen Sciences, Inc.; Dr. Lange
stayed on as lead Director up to the sale of Audentes Therapeutics to Astellas
Pharma Inc. (TYO:4503) in 2020 for $3.1 billion. Currently, Dr. Lange is a
Partner at Asset Management Ventures ("AMV"), an early-stage venture capital
firm focused on investments in the digital health, technology, and life sciences
sectors, sitting at the forefront of key innovation trends and deal flow within
the biotechnology space. Dr. Lange has led over 12 investments across all areas
of biotechnology companies.
In addition to Dr. Lange's operational and investing experience, Dr. Lange spent
22 years in academic medicine at Harvard University and Washington University,
where he served as Chief of Cardiology and Professor of Medicine at Jewish
Hospital at Washington University School of Medicine from 1985-1992 and was one
of the first academicians in molecular cardiology. Currently, Dr. Lange serves
as a member of the Board of Trustees at the University of Rochester, a role he
has held since 1998. As Chair of the Health Affairs committee that oversees all
of
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the medical operations, Dr. Lange has been part of the leadership team for
strategic re-invigoration of the medical center, overseeing projects including
construction of two research buildings and recruitment of over 100 faculty
members.
Dr. Lange has also led the most respected industry and trade associations in the
biotechnology sector. From 1999 to 2009, Dr. Lange served on the Board of
Directors of Biotechnology Innovation Organization, the trade organization of
biotechnology companies, leading the largest committee of member companies for
two years. Dr. Lange has been on numerous other public and private Boards in
both the non-profit and for-profit arena, including the Institute of Systems
Biology ("ISB"), a nonprofit biomedical research organization co-founded by
industry stalwart Dr. Leroy ("Lee") Hood, and the UCSF Gladstone Institute, an
independent, nonprofit life science research organization located in the
epicenter of biomedical and technological innovation in the San Francisco Bay
Area.
Dr. Lange has a Bachelor's degree from the University of Rochester, an M.D. from
Harvard University and a Ph.D. in Biological Chemistry, also from Harvard
University. Mr. Lange is well qualified to serve on the Board due to his
extensive operating, investing and board experience in the biotechnology
industry.
Stephen Sherwin
Since December 2021, Stephen Sherwin, M.D. has served a director of BioPlus
Acquisition Corp. Dr. Sherwin is a medical oncologist who has spent over 35
years in the biotechnology industry, helping to create and manage companies that
discover and develop new treatments for patients with cancer. During his career
as a C-level executive, Dr. Sherwin co-founded and served as CEO and/or chairman
of industry-leading biotechnology companies that generated over $2.0 billion in
shareholder value. From 1990 to 2009, Dr. Sherwin served as the Chief Executive
Officer of Cell Genesys, Inc., a cancer immunotherapy company, and was its
Chairman from 1994 until the company's merger in 2009 with BioSante
Pharmaceuticals, Inc. (now ANI Pharmaceuticals, Inc., Nasdaq: ANIP). In
addition, Dr. Sherwin co-founded and served as chairman of Abgenix, Inc.
(Nasdaq: ABGX), an antibody company that was acquired by Amgen Inc. (Nasdaq:
AMGN) in 2006 and co-founded and served as Chairman of Ceregene, Inc., a gene
therapy company acquired by Sangamo Therapeutics, Inc. (Nasdaq: SGMO) in 2013.
Prior to Cell Genesys, Dr. Sherwin served as Vice President of Clinical Research
at Genentech, Inc. (NYSE: DNA) and was the first medical doctor hired by the
company. In addition to his corporate experience, Dr. Sherwin previously served
on the Board of Directors of the Biotechnology Innovation Organization from 2001
to 2014 and as its chairman from 2009 to 2011.
Dr. Sherwin currently divides his time between advisory work in the life science
industry and patient care and teaching in his specialty of medical oncology.
Dr. Sherwin is a Clinical Professor of Medicine at the University of California,
San Francisco, and a volunteer Attending Physician in Hematology-Oncology at the
Zuckerberg San Francisco General Hospital. In addition, Dr. Sherwin currently
serves as an Advisory Partner at Third Rock Ventures, a leading healthcare
venture firm, and on the boards of directors of Biogen Inc. (Nasdaq: BIIB), a
multinational commercial-stage biotechnology company and Neurocrine Biosciences,
Inc. (Nasdaq: NBIX), a commercial-stage biopharmaceutical company focused on
neurological and endocrine diseases. Dr. Sherwin received his Bachelor of Arts
in Biology at Yale University, and his M.D. at Harvard Medical School.
Dr. Sherwin is well qualified to serve on the Board due to his extensive
operating, investing and board experience in the biotechnology industry.
There are no family relationships between Messrs. Eastman, Lange, Haghighat, and
Sherwin and any of the Company's other directors or executive officers, or
persons nominated or chosen by the Company to become an executive officer or
director of the Company. There are no transactions between the Company and
Messrs. Eastman, Haghighat, Lange and Sherwin that are subject to disclosure
under Item 404(a) of Regulation S-K.
In connection with the appointments, Messrs. Eastman, Lange, Haghighat, and
Sherwin have agreed to become parties to certain letter agreement, dated
January 7, 2021, by and among the Company, the Company's directors and officers,
and other certain securities holders (the "Letter Agreement") and entered into
joinders to the Letter Agreement and an indemnity agreement with the Company on
September 16, 2022.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Joinder Insider Letter Agreement, dated September 16, 2022, by and
between the Company and Ross Haghighat, Stephen Sherwin, Louis Lange
and Ronald Eastman.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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EPIPHANY TECHNOLOGY ACQUISITION CORP. 