Transcelerate Biopharma Inc

“During 2022, the board of directors of the corporation approved amending the bylaws of the corporation to eliminate the board seat reserved for members in the associate member tier, and accordingly to reduce the total number of directors from 22 to 21 to reflect the elimination of the associate member board seat.”

“The members of the corporation consist of such firms and corporations that are approved for membership from time to time by the board of directors or its designees in accordance with the policies and procedures of the corporation. The corporation has the following categories of members: a. Tier i members - to be eligible for tier i membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development in excess of $2.5 billion. Eligibility for tier i membership is established based upon a company's publically available research and development expenditures over the three (3) year period preceding the date the company applies to join the corporation. The initial tier i members are further defined as the "charter members." b. Tier ii members - to be eligible for tier ii membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $2.5 billion but more than $100 million. Eligibility for tier ii membership will be established based upon a company's publically available research and development expenditures over the three (3) year period preceding the date the company applies to join the corporation. C. Associate members - to be eligible for associate membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $100 million.”

“The board of directors shall be comprised of up to twenty-one (21) directors; provided that: (i) ten (10) seats are filled by directors who are representatives of the charter members; (ii) up to four (4) additional seats shall be filled by directors who are representatives of the tier i members who are not charter members; (iii) up to six (6) seats shall be filled by directors who are representatives of the tier ii members; and (iv) one (1) seat shall be filled by the chief executive officer of the corporation. The corporation's bylaws state that directors shall be elected or appointed, as applicable, annually at the annual meeting of members and shall serve until the following annual meeting of members and until their successors are elected or appointed, as applicable, and qualified. Each charter member shall have the right to appoint a representative of the charter member to serve as a charter member director. Tier i at-large directors shall be elected by a plurality vote of the tier i members, which include the charter members. Tier ii directors shall be elected by a plurality vote of the tier ii members. The ceo director shall serve ex-officio, for so long as he or she shall hold the office of chief executive officer. Each tier i member shall be entitled to three (3) votes at every meeting of members on matters which tier i members are entitled to vote. Each tier ii member shall be entitled to one (1) vote at every meeting of members on matters which tier ii members are entitled to vote. Associate members shall be entitled to notice of and to attend meetings of the members but shall not be entitled to vote at such meetings. Notwithstanding the above, in order to be eligible to vote, a member must be in good standing and its dues and assessments paid in full.”

“The finance committee and management review and approve the form 990. The form is then distributed to all members of the board for their review before filing with the internal revenue service.”

“Each director and officer of the corporation is required to annually acknowledge the conflict of interest policy, affirming that such person has received, read and understands, and agreed to comply with the conflict of interest policy.”

“The organization's executive compensation committee, consisting of independent directors, annually reviews and approves the ceo's compensation package. The ceo approves the compensation for the chief operating officer, and all other key employees.”

“The organization's governing documents, financial statements, conflict of interest policy and other corporate policies are available upon request.”

“The total number of volunteers of 29, encompasses all active board member throughout the calendar year.”

“Project management fees: program service expenses 8,996,705. Management and general expenses 20,286. Total expenses 9,016,991. External contractor support: program service expenses 881,938. Management and general expenses 141,281. Total expenses 1,023,219. Communications fees: program service expenses 127,511. Management and general expenses 692,405. Total expenses 819,916. Change management fees: program service expenses 2,029,809. Total expenses 2,029,809.”