Under the Company’s Bylaws, the Board of Directors retains the right to fill vacancies without holding a stockholders meeting. On September 11, 2017, the Company sold 20,535 shares of our Common Stock to Puissance Cross-Border Opportunities II LLC (“Puissance Cross-Border”), an affiliate of Puissance Capital Management LP (“Puissance Capital”), in connection with a $34,000 rights offering (“Rights Offering”) to our existing stockholders and certain warrant holders as of the record date of August 10, 2017, immediately following which Puissance Cross-Border beneficially owned approximately 34.3% of our Common Stock. On September 19, 2017, Mr. Daniel Boren resigned from our Board of Directors, thus opening a vacancy on our Board of Directors. The members of our Nominating and Governance Committee consulted with the other members of our Board of Directors and approached Puissance Capital to discuss filling the vacancy, given Puissance Cross-Border’s large equity position at such time. As a result of such discussions, Puissance Capital recommended the consideration of Dr. Ted Wang, its founder, general partner and Chief Investment Officer, as a director candidate, and it was the consensus of the members of our Board of Directors that Dr. Wang be appointed to our Board of Directors to fill the vacancy left by Mr. Boren’s resignation. Dr. Wang resigned from his position on the Company’s Nominating and Corporate Governance Committee in April 2018.

 

Prior to Dr. Wang’s appointment to the Board, the Company entered into a one-year consulting agreement with Angel Pond Capital LLC (“Angel Pond”), an entity affiliated with Puissance Capital. Angel Pond assists the Company with strategic positioning in the Asia Pacific region, including the introduction to potential strategic and capital partners and the development of strategic partnerships for the sale and manufacture of the Company’s products in that market. During the year ended December 31, 2017, the Company made aggregate payments of $2,150 to Angel Pond, representing consulting services for one year.  These fees are recognized ratably to expense over the one-year period. During the six months ended June 30, 2018, the Company made aggregate payments of $90 to Angel Pond in connection with consulting services provided by Angel Pond, which was expensed in the condensed consolidated statement of operations and comprehensive loss.

 

In March 2018, after the resignation of Messrs. Looby and Palefsky and Ms. Wendell, members of the Nominating and Governance Committee consulted the other members of the Company’s Board of Directors and approached Puissance Capital to discuss the vacancies created by such resignations. As a result of such discussions, Puissance Capital recommended the consideration of Charles Li, Ph.D., a senior analyst at Puissance Capital, as a director candidate. Following such recommendation, it was ultimately the consensus of the remaining directors that Dr. Li be elected to the Board of Directors to fill one of the vacancies left open by such resignations.