Walnut Home Therapeutics Inc.

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. As reflected on core form, part i, lines 3 and 4 and also in part vi, lines 1a and 1b, there are a total of four voting members on the board of trustees. Of these four voting members, none are independent due to the fact that they are employed by an affiliate within the system and receive compensation in their respective roles. Although this federal form 990 shows no independent board of trustees under the internal revenue service definitions; this organization acts in a charitable tax-exempt manner for purposes of internal revenue code section 501(c)(3) and is controlled by thomas jefferson university; which is governed by a board whose majority is comprised of independent voting members.”

“The organization is an affiliate within jefferson/jefferson health ("network"); a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The organization's form 990 reflects no top five independent contractors for services and reports that no forms 1099 were filed with the internal revenue service ("irs"). The organization has entered into a common paymaster and payroll reporting agent relationship with a related organization, thomas jefferson university hospitals, inc. ("tjuh"). As such, tjuh prepares and issues forms 1099 to these vendors receiving payments where applicable and files these forms 1099 with the irs. The organizations independent contractors are included within tjuhs federal form 990.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. Thomas jefferson university ("tju") is an internal revenue code section 501(c)(3) tax-exempt organization and serves as the parent organization of the system. Tjus major affiliates include thomas jefferson university hospital ("tjuh") and jefferson university physicians ("jup"), both internal revenue code section 501(c)(3) tax-exempt organizations. Tju, tjuh and jup may provide various corporate related services and/or provides clinical and support personnel to various system entities; including this organization. The services may include, but are not limited to, executive, legal and risk management, compliance and governance, human resources and finance and also clinical and support personnel. These costs are allocated to various system entities, including this organization, as reimbursement for these services and personnel.”

“Jeffex, inc. ("jeffex") is the sole member of this organization. Tjuh system, inc. ("tjuh system") is the sole member of jeffex. Thomas jefferson university ("tju") is the sole member of tjuh system. Accordingly, tju has the ultimate right to elect the members of this organization's board of trustees and has certain reserved powers as defined in this organization's bylaws.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The organization's federal form 990 was made available to each voting member of the organization's governing body prior to filing of the form 990 with the internal revenue service ("irs"). As part of the tax return preparation process the organization hired a professional certified public accounting ("cpa") firm with experience and expertise in both healthcare and not for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel and various other individuals within the organization and the system to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's finance personnel and other individuals for their review. The organization's finance personnel and other individuals reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's finance personnel and various other system individuals for final review. Following this review, the form 990 was made available to this organization's governing body prior to filing with the irs.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system has a written conflict of interest policy with which all affiliates regularly monitor and enforce compliance. The conflict of interest policy governs conflict of interest disclosure and monitoring of all voting members of the system's board of trustees. The conflict of interest policy is designed to assist the organization in evaluating arrangements, contracts or transactions that may benefit the private interest of a trustee, their family member(s), a member of a committee or subcommittee that exercises board-delegated powers of the university, or senior management. The policy is intended to supplement but not replace applicable state and federal laws governing nonprofit charitable corporations. In accordance with the conflict of interest policy, each voting member of the board of trustees must complete, at least annually, the system's conflict of interest disclosure process. The conflict of interest process includes distribution of an electronic disclosure to all persons who served as voting members of the board of trustees, members of senior management and key employees during the previous fiscal year. The disclosure form elicits information related to the respondents actual or potential interests and activities in which they engaged during the reporting period. The process also requires covered persons to disclose such information about their family members. In addition to attesting to the veracity of information contained within the disclosure, the voting member of the board of trustees must certify that he or she will abide by the system's conflicts of interest and other relevant policies and will disclose all interests and activities related to their ongoing service on the board of trustees. Members of senior management and individuals identified as key employees receive disclosure questions required of members of the board of trustees. All persons covered under the organization's board of trustees and employee-related conflict of interest policies maintain a continuing obligation to disclose all changes in interests, activities and relationships throughout the year. The system maintains all original disclosure forms and certifications in accordance with its record retention policy. The system also compiles and issues a comprehensive report of all actual or potential interests and activities reported during the board of trustees conflicts of interest disclosure process to the organization's executive committee of the board of trustees. Thereafter, the board of trustees itself or through delegation to the audit, risk and compliance committee, evaluates all actual or potential conflicts of interest to determine whether activities or arrangements require management, reduction, or elimination of certain interests, activities or relationships. When management of the identified conflict is required, the affected person(s), members of the boards executive committee, and certain members of executive management, receive notification of the requirements set forth in the management plan. Affected persons are expected to abide by the terms of the management plan, which may include, but may not be limited to, recusal from deliberations and voting when appropriate. In addition to the above-outlined internal reporting and evaluation of activities, transactions and relationships, all required disclosures in accordance with the internal revenue service's regulations and instructions are reported on the organization's federal form 990.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The organization is committed to ensuring that its executive compensation program adheres to the highest standards of regulatory compliance and best practices in corporate governance. Thomas jefferson university's board of trustees has a compensation and human capital committee ("committee"). The committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits of the system's executive compensation, including arrangements covering the president/chief executive officer, senior executives and other key employees (including clinical department chairs and select faculty). The committee meets multiple times during the year and is comprised of individuals who are independent and do not have conflicts of interest with regard to the compensation arrangements that fall within its purview. The committee's process is designed to satisfy the rebuttable presumption of reasonableness that is available under the intermediate sanctions law, and includes the review of comparability data and the contemporaneous substantiation of its deliberations and decisions. The committee's decisions are made in accordance with system's compensation philosophy, which supports the objective of attracting, retaining and motivating talented individuals who have the appropriate experience and skills to achieve the institutions objectives. On an annual basis the committee reviews appropriate comparability data for similar institutions that reflect the mission, scope and complexity of the organization and its constituent entities. The committee engages qualified, independent consultants as needed to provide advice on compensation matters and to prepare the comparability data, which are reviewed by the committee in advance of making its decisions. The committee reviews and approves compensation for the president/chief executive officer and other senior executives based on market practices, an assessment of performance and other business judgment factors. The executive compensation includes incentive pay, pursuant to which executives are rewarded based on the achievement of the system, entity and individual performance goals that are established in advance of the performance period. These goals are linked to system's mission, strategic and operating objectives, and have predetermined weights. At the end of the year, the committee approves the resulting awards based on a review of performance achievements relative to the goals; in appropriate circumstances, other discretionary factors may be considered when incentives are determined. The committee makes a determination of the reasonableness of compensation and maintains minutes that document its deliberations and decisions.”

“The organizations filed certificate of incorporation and any amendments can be obtained and reviewed through the commonwealth of pennsylvania.”

“Core form, part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time employees of the related organization and not for services rendered as a voting member or officer of this organization's board of trustees.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's parent entity is thomas jefferson university ("tju"). The system includes both for-profit and not for-profit organizations. Certain board of trustee members and officers listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours reflected on core form, part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers, reflect total hours worked per week on behalf of the system; not solely this organization.”

“The organization is an affiliate within jefferson/jefferson health ("network"); a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. Walnut home therapeutics, inc. Has entered into a common paymaster and payroll reporting agent relationship with a related organization, thomas jefferson university hospitals, inc. ("tjuh"). As such, tjuh issues all required forms w-2 related to the employees of walnut home therapeutics, inc. Therefore, form 990, part v, line 2a is zero. Moreover, the payroll and related benefits expense related to such employees are reported as allocation of personnel costs on form 990, part ix, line 24, since these expenses are paid by tjuh to the employees and the transactions are accounted for through intercompany transactions between walnut home therapeutics, inc. And tjuh.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's parent entity is thomas jefferson university ("tju"). An independent certified public accounting ("cpa") firm audited the consolidated financial statements of the system for the fiscal years ended june 30, 2019 and june 30, 2018; respectively and issued a consolidated audited financial statement. An unmodified opinion was issued each year by the independent cpa firm. Tju's audit and compliance committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes the selection of an independent auditor.”