Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Kimberly Murphy
Effective as of January 13, 2023, Kimberly Murphy resigned as a member of the
Board of Directors (the "Board") of Blue Water Vaccines Inc. (the "Company"), as
well as from her positions as chair of the of the Nominating and Corporate
Governance Committee of the Board and as member each of the Compensation
Committee and Audit Committee of the Board. Ms. Murphy's departure was not the
result of a disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Appointment of Tim Ramdeen
Effective as of January 13, 2023, the Board appointed Tim Ramdeen to replace Ms.
Murphy and serve as a member of the Board, chair of the Nominating and Corporate
Governance Committee of the Board and a member each of the Compensation
Committee and Audit Committee of the Board.
Timothy R. Ramdeen has nearly a decade of experience in private equity and hedge
fund investing, capital markets, and company formation. Since June 2022, Mr.
Ramdeen has been founder and managing partner of Dharma Capital Advisors, an
investment and advisory firm focused on early-stage private and public
companies. From March 2021 to March 2022, Mr. Ramdeen was co-founder, chief
investment officer, and portfolio manager at Sixth Borough Capital Management, a
multi-stage, event-driven hedge fund focused on both private and public
equities. Since 2022, Mr. Ramdeen has been the co-founder of Amplexd
Therapeutics, which is a women's health/biotechnology company focused on
providing low-cost, effective, safe and accessible treatments for early cervical
and HPV-related cancers worldwide. Mr. Ramdeen also serves as a corporate
advisor/board member to multiple early-stage companies and investment funds.
Previously, Mr. Ramdeen was the fifth hire at Altium Capital Management
("Altium"), a healthcare-focused investment firm, where from July 2019 to March
2021 he served as the sole investment analyst on the private capital
markets/special situations desk (privately-negotiated financings, direct
investments, event-driven long/short, and private to public investments in micro
and small-cap companies). During his tenure at Altium, Mr. Ramdeen was
instrumental in co-creating the firm's SPAC and reverse merger investment
efforts and establishing extensive relationships with sell-side constituents,
buy-side counterparts, and hundreds of private and publicly traded companies
across biotechnology, therapeutics, healthcare services, medical devices and
medtech. Mr. Ramdeen received his B.S. in Biology from Temple University, where
he conducted scientific research across neurology, oncology, and developmental
biology. In addition, Mr. Ramdeen earned his MBA in Finance from NYU Stern
School of Business.
In connection with his appointment, Mr. Ramdeen will receive customary equity
grants and cash compensation as more fully described under the section entitled
"Director Compensation" in the Company's Proxy Statement for its 2022 annual
meeting of stockholders filed with the SEC on July 18, 2022 pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended.
No family relationships exist between Mr. Ramdeen and any other directors or
executive officers of the Company. There are no transactions to which the
Company is or was a participant and in which Mr. Ramdeen has a material interest
subject to disclosure under Item 404(a) of Regulation S-K.
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Item 7.01 Regulation FD Disclosure.
On January 17, 2023, the Company issued a press release announcing the
appointment of Mr. Ramdeen to the Board.
The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K
and is incorporated by reference in this Item 7.01.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated January 17, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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