Our officers, directors and director nominees are as follows:Name​​Age​​PositionMichael K. Handley​​50​​President, Chief Executive Officer and Chairman of the BoardDavid Mehalick​​52​​Chief Business OfficerPhilip E. Gaucher, Jr.​​40​​Chief Operating OfficerNicholas H. Hemmerly​​38​​Chief Financial Officer, Treasurer and SecretaryCozette M. McAvoy​​41​​Chief Legal OfficerLaura Anthony​​51​​Director NomineeRandy S. Saluck​​55​​Director NomineeTerry J. Opgenorth​​65​​Director NomineeMichael K. Handley, our Chief Executive Officer and President, is a successful life science business professional with over 23 years of cross-functional experience in drug/device commercialization, operations, mergers/acquisitions, regulatory/clinical affairs, venture formation/financing, market development and partnering/licensing. Mr. Handley has successfully assisted or led in the global commercialization of 17 devices or drugs that account for over $7 billion of sales annually. He has served as Chief Executive Officer and director of Cytocom Inc. since April 2020. Previously, Mr. Handley served as Chief Executive Officer and director of Immune Therapeutics, Inc. (OTC: IMUN), from July 2019 through March 2020. From 2012 through 2018, Mr. Handley served as Chief Executive Officer and director of Armis Biopharma, Inc., a development-stage healthcare company, where Mr. Handley was responsible for day-to-day operations, executing a profitable growth strategy, obtaining global product approvals, overseeing intellectual property strategy, product commercialization, business development and financing. Mr. Handley founded Vessix Vascular, Inc. in 2011 and served as Vice President of Clinical, Quality and Regulatory until 2012. Mr. Handley was also Global Head of Regulatory at Acclarent, Inc. from 2010 to 2011. Prior to this, he was Vice President of Regulatory and Chief Compliance Officer of Spectranetics Corp. (Nasdaq: SPNC) a medical device company, from 2007 until 2010. Mr. Handley was the Chief Executive Officer and Vice President of Business development, Quality and Regulatory at Accelapure Corporation, a biotechnology company, from 2005 until 2007. Mr. Handley expanded his executive skill set as a Senior Management Consultant in the healthcare field at Pittiglio Rabin Todd & McGrath (now PricewaterhouseCoopers LLP) from 2004 until 2005. Prior to beginning his business career, Mr. Handley spent several years in various consulting and drug development roles at the public biotech companies Genetech, Inc. (Nasdaq: DNA), Amgen Inc. (Nasdaq: AMGN) and Gliatech Inc. (formerly Nasdaq: GLIA). Mr. Handley graduated cum laude from Colorado State University with Bachelor of Science degrees in molecular biology, exercise physiology and minors in chemistry, and neurobiology. David Mehalick, our Chief Business Officer, has been the Chief Executive Officer of Coeptis Pharmaceuticals LLC, a pharmaceutical sales and research company since its inception in October 2016. He is responsible for implementing long and short-term initiatives and overseeing fundraising planning and implementation. Mr. Mehalick was the Chief Financial Officer of ITPS, LLC, a computer hardware and software company, from February 2017 to December 2019. Mr. Mehalick was the First Vice President at Gruntal and Co. from March 1992 to April 1995 and Senior Vice President at First Union Capital Markets from May 1995 to June 1998 and Senior Vice President at Ferris, Baker Watts, Inc., an investment banking firm from June 1998 to January 2001. Since March 2004, Mr. Mehalick has been the Managing Director of Steeltown Consulting Group where he co-founded American Defense Systems, Inc. (IPO 2006), World Health Alternatives Inc. (IPO 2004), and American Scientific Resources Inc. (IPO 2005). Mr. Mehalick attended the University of Pittsburgh. Philip E. Gaucher, Jr., our Chief Operating Officer, is the founder and has been a Managing Partner of Bridgeway Capital Partners LLC (“Bridgeway”) since February 2020. He is also the founder of Bridgeway Wealth Partners LLC, and has been a Partner there from January 2019 to November 2020. Mr. Gaucher has over 18 years of experience in financial services and investment banking. Prior to founding Bridgeway, Mr. Gaucher was the Head of Business Development of Gargoyle Asset Management, a hedge fund, from September 2017 to January 2019, and Head of Business Development of EVA Capital Management LLC, a hedge fund, from September 2015 to September 2017. Mr. Gaucher was also the founder and managing partner of Cambrian Capital LLC, a private equity and venture capital business, from January 2010 to April 2015. Through Cambrian Capital, Mr. Gaucher founded, managed, and helped to raise over $550 million for multiple companies in the healthcare and industrial sectors. Prior to founding 100 TABLE OF CONTENTSCambrian Capital, Mr. Gaucher was a portfolio manager for NY-based hedge funds Del Mar Asset Management and Plural Investments, and an analyst for George Weiss Associates (now Weiss Multi-Strategy Advisors). Mr. Gaucher began his career in investment banking with Bank of America, N.A. Mr. Gaucher graduated cum laude from Bucknell University with a B.A. degree in Economics and a concentration in Finance.Nicholas H. Hemmerly, our Chief Financial Officer, Treasurer and Secretary, has been a Managing Partner and Head of Investment Banking for Bridgeway Capital Partners LLC (“Bridgeway”) since February 2020. Mr. Hemmerly has over 18 years of investment banking experience with broad transactional experience having completed approximately $25 billion of debt and equity transactions. Prior to joining Bridgeway from March 2016 to February 2020, Mr. Hemmerly was the Director, Head of Life Sciences at PricewaterhouseCoopers LLC (“PwC”) where he led U.S. M&A and capital raising in the life sciences space with a focus on specialty and generic pharmaceuticals as well as healthcare consumer products and contract manufacturing. Prior to PwC from June 2014 to March 2016, Mr. Hemmerly was a Vice President at Jefferies LLC with a focus on executing M&A and financing transactions within the pharmaceutical and life sciences sectors. Prior experience includes investment banking roles in JPMorgan Chase & Co.’s Healthcare Group as well as JMP Securities LLC’s Healthcare Group. Mr. Hemmerly began his investment banking career as an analyst with Wachovia Securities. During his career, Mr. Hemmerly has completed over six billion dollars in M&A and capital raising transactions. Mr. Hemmerly graduated with honors from the College of Charleston with a B.S. degree in economics.Cozette M. McAvoy, our Chief Legal Officer, has been serving as Chief Legal Officer for Cytocom Inc. since May 2020. Prior to holding this position, Ms. McAvoy served as Senior Vice President, Transactions and Head of Intellectual Property at Amyris, Inc. (Nasdaq: AMRS), a synthetic biotechnology company from February 2017 to April 2020. Ms. McAvoy served as Vice President, Deputy General Counsel at G&W Pharmaceuticals, Inc., responsible for leading the company’s contracting and intellectual property functions and the integration and support of products and manufacturing facilities from Nov. 2015 to Oct. 2016. Ms. McAvoy received her Bachelor’s degree in Biology from West Chester University, a J.D. degree from University of Georgia and a M.S. degree in Chemistry with a certification in Bio-Organic Principles of Pharmaceutical Science from Lehigh University.Laura Anthony, will become one of our directors effective on the effective date of the registration statement of which this prospectus is a part. Ms. Anthony has served on the board of directors of Aditx Therapeutics, Inc. (Nasdaq: ADTX), a biotechnology company, since July 2020. Ms. Anthony is the founding partner of Anthony L.G., PLLC, a corporate, securities and business transactions law firm and has been practicing law since 1993. Ms. Anthony provides corporate counsel to small-cap and middle market private and public companies. For over twenty-five years, Ms. Anthony has served clients in the areas including but not limited to compliance with the Securities Act of 1933 offer sale and registration requirements, including private and public offerings; initial public offerings; follow-on offerings and PIPE transactions; compliance with NASDAQ and NYSE American initial and continued listing requirements; compliance with the initial quotation and maintenance of standards for the OTCQB and OTCQX; working with foreign private issuers; Regulation A/A+ offerings; compliance with the registration and reporting requirements under the Securities Exchange Act of 1934; mergers and acquisitions; and general contract and business transactions. Ms. Anthony received a J.D. degree from Florida State University College of Law. Randy S. Saluck, will become one of our directors effective on the effective date of the registration statement of which this prospectus is a part. Mr. Saluck served on the board of directors of Cleveland BioLabs, Inc. (Nasdaq: CBLI), a biopharmaceutical company, from May 2013 until April 2016 and then from July 2016 to present. Since 2017, Mr. Saluck has been the Chief Executive Officer, General Counsel and a Director of Libertas Funding LLC, a company focused on providing funding for small businesses. From 2015 to 2018, Mr. Saluck has been part-time Chief Financial Officer and General Counsel of Convexity Scientific, LLC., a private medical device company on whose board he served from February 2016 to October 2017 as a director. From 2005 to 2017, Mr. Saluck was the Managing Member of Mortar Rock Capital Management, LLC and the Portfolio Manager of Mortar Rock Capital LP, a value-oriented investment fund. From 2014 to 2018, Mr. Saluck has served as the part-time Chief Strategic Officer of Accelerated Pharma, Inc., a company focused on genomic technology to develop drugs for oncology and other indications. From 2002 to 2005, Mr. Saluck was a portfolio manager at the investment fund of Meisenbach Capital, LP and, from 2000 to 2002, Mr. Saluck was a senior analyst at Tyndall Partners, LLC, which invested in value-oriented equities and distressed debt. Prior to that, Mr. Saluck was an investment banker focused on mergers and acquisitions involving a variety of industries at Salomon Brothers Inc. Before becoming an investment banker, Mr. Saluck was a corporate and securities attorney, working at Cahill Gordon & Reindel LLP and then Tenzer Greenblatt LLP. As an attorney, Mr. Saluck worked with numerous small capitalization companies assisting them in 101 TABLE OF CONTENTSthe execution of their financing and strategic plans. Mr. Saluck received a B.A. degree from the University of Pennsylvania, a J.D. degree from the University of Virginia and an M.B.A. degree from the Wharton School of the University of Pennsylvania with a concentration in finance and accounting.Terry J. Opgenorth, Ph.D. will become one of our directors effective on the effective date of the registration statement of which this prospectus is a part. Dr. Opgenorth has over 30 years of drug discovery and development experience identifying targets, qualifying clinical candidates, and leading multi-disciplinary teams to advance candidates and build enterprise value. He has led groups that culminated in three FDA-approved drugs – 2 human and 1 animal health. Currently, Dr. Opgenorth is the VP & Executive Director of LAUNCHPAD, Colorado State University Ventures. Dr. Opgenorth was also the CEO of Vidasym, which advanced 2 drugs (VS-105 and VS-505) into clinical development for CKD indications and created strategic partnerships with companies in Japan and China. Prior to that, he was Co-Founder, CSO and director of VetDC, a veterinary cancer therapeutics company which developed first FDA-CVM approved drug (Tanovea-CA1) for treatment of canine lymphoma (2017) partnering with Elanco Animal Health Incorporated in 2019. Dr. Opgenorth retired in 2007 as a Divisional Vice President of Abbott Laboratories Global Pharmaceutical Drug Discovery. While at Abbott Laboratories, Dr. Opgenorth led Antiviral, Metabolic and Target-Lead Discovery groups with over 200 direct-line personnel and associated budget responsibility. He built Abbott’s metabolic disease drug discovery organization to at its peak, over 300 collaboration full time employees that included a strategic partnership with Millennium Pharmaceuticals, Inc. Dr. Opgenorth received a B.A. degree from Calvin College and M.S. and PhD degrees from University of Illinois Urbana-Champaign. He also has 130+ peer-review publications, book chapters, patents to his credit. Number and Terms of Office of Officers and DirectorsWe intend to have four directors upon completion of this offering. The term of office of the directors will expire at the annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. In addition, the founder shares, all of which are held by our initial stockholders, will entitle the initial stockholders to elect all of our directors prior to our initial business combination. Holders of our public shares will have no right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by the vote of at least 90% of our issued and outstanding common stock entitled to vote thereon. As a result, you will not have any influence over the election of directors prior to our initial business combination.Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary and such other offices as may be determined by the board of directors.Director IndependenceNasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Laura Anthony, Randy S. Saluck and Terry J. Opgenorth are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee will be entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Officer and Director CompensationNone of our officers or directors has received any cash compensation for services rendered to us. Other than as set forth elsewhere in this prospectus, no compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, existing officers, directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, our officers, directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying 102 TABLE OF CONTENTSpotential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or advisors, or our or their affiliates.After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.Committees of the Board of DirectorsOur board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.Audit CommitteePrior to the consummation of this offering, we will establish an audit committee of the board of directors. Laura Anthony, Randy S. Saluck and Terry J. Opgenorth will serve as members of our audit committee, with Mr. Saluck serving as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.Each member of the audit committee is financially literate and our board of directors has determined that Mr. Saluck qualifies as an “audit committee financial expert” as defined in applicable SEC rules.We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:•the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;•pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;•reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;•setting clear hiring policies for employees or former employees of the independent registered public accounting firm;•setting clear policies for audit partner rotation in compliance with applicable laws and regulations;•obtaini