David Weinstein
About David Weinstein
David Weinstein, 65, has served as Chief Executive Officer and a director since October 14, 2024. Prior to RENB, he was Managing Partner, Investment Banking at Dawson James Securities (2005–2024), sourcing over $300 million for small-cap biotech/healthcare, leading a merger in personalized cancer diagnostics, and assisting an uplisting to Nasdaq; he holds a B.A. from St. John’s College and an M.P.M. from the University of Maryland . Under the SEC’s pay-versus-performance disclosure, the value of a $100 TSR investment fell to $29 in FY2025 (from $91 in FY2024 and $15 in FY2023), while net losses were $178 million in FY2025, $88 million in FY2024, and $40 million in FY2023 .
Operating performance snapshot
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| EBITDA ($USD) | -$19.5m* | -$27.3m* | -$18.4m* |
| Net Income ($USD) | -$40.0m | -$88.4m | -$178.0m |
| TSR – Value of initial $100 | $15 | $91 | $29 |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dawson James Securities, Inc. | Managing Partner, Investment Banking | 2005–2024 | Sourced >$300m for small-cap biotech/healthcare; led merger in personalized cancer diagnostics; assisted Nasdaq uplisting |
External Roles
- No current public-company directorships beyond RENB were disclosed in the proxy biography for Mr. Weinstein .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $400,000 per year |
| Target annual bonus | Up to $150,000 per year; Board-determined goals; pro-rated eligibility for 2024 |
| Sign-on cash bonus | $25,000 upon raising $2,000,000 in additional capital |
| Benefits | Standard executive benefits; four weeks’ vacation |
| 2025 actual cash bonus (SCT) | $0 (no cash bonus paid in FY2025) |
2025 Summary Compensation (as reported)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2025 | 301,568 | — | 137,750 | 731,200 | — | 1,170,518 |
Notes: Grant-date fair values reflect ASC 718 and differ from “compensation actually paid” in the PVP table .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Company performance goals (Board-determined) | Not disclosed | Up to $150k | $0 paid for FY2025 (SCT) | N/A |
| Sign-on restricted stock | Service/corporate objectives (discretionary) | Not disclosed | 250,000 shares (sign-on) | $137,750 SCT stock award value in FY2025 | Not disclosed (grant referenced) |
| Stock options (sign-on) | Time-based | N/A | 1,600,000 options pre-split (160,000 post 1-for-10) | Grant-date FV $731,200 in FY2025 (SCT) | Vests ratably, quarterly over 8 quarters starting Jan 1, 2025 |
Vesting detail (options): eight equal quarterly tranches commencing Jan 1, 2025; post-split total 160,000 options (20,000 per quarter) derived from disclosed totals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (10/3/2025) | 105,000 shares; <1% of outstanding (23,178,153 shares outstanding) |
| Stock ownership guidelines | Not disclosed in proxy |
| Hedging/pledging | Company has adopted anti-hedging and anti-pledging policies |
| Clawback | Clawback policy covering incentive compensation upon accounting restatements |
Outstanding Equity Awards (as of June 30, 2025)
| Award | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock options (CEO) | 40,000 | 120,000 | $5.50 | 10/14/2034 |
Context: The proxy cites a 1-for-10 reverse split effective Sept 30, 2025 (share amounts adjusted) . The Company reported ~$1.29/share closing price on Oct 3, 2025; with a $5.50 strike, these options were out-of-the-money at that date .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Appointed CEO and director on Oct 14, 2024 |
| Contract term | Two-year term with automatic 1-year renewals unless notice ≥90 days before expiry |
| Termination (for cause / without good reason) | Accrued compensation/benefits only |
| Termination (without cause / for good reason) | Base salary through termination plus six months’ base salary; COBRA premium reimbursement for six months if elected; accelerated vesting of time-based equity |
| Change-in-control | “Good Reason” includes sale of substantially all assets or a merger with loss of control; severance/acceleration applies if termination occurs without cause or for good reason (i.e., modified double-trigger) |
| Other | Business expense reimbursement; standard benefits |
No tax gross-ups, non-compete/non-solicit, garden leave, or post-termination consulting terms were disclosed in the cited filings .
Board Governance
- Role: CEO and director; Chairman position vacant as of the proxy; Board size 5; 4 nominees listed (including Mr. Weinstein) for election through 2026 annual meeting .
- Independence: Independent directors are Messrs. McNulty, Calder, and Collins (per Nasdaq Rules determination); Mr. Weinstein, as CEO, is not independent .
- Committees and membership:
- Audit: McNulty (Chair), Calder, Collins; 4 meetings in FY2025; McNulty designated “audit committee financial expert” .
- Compensation: McNulty, Calder (both independent); 2 meetings in FY2025 .
- Nominating & Governance: McNulty, Collins, Calder .
- Policies: Published committee charters; clawback; insider trading with anti-hedging/anti-pledging .
- Director compensation (non-employee): Total $366,229 in FY2025; individual fees and option values disclosed; Mr. Weinstein as an employee is not included in director compensation .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Loss ($USD millions) | (40) | (88) | (178) |
| TSR – Value of $100 | $15 | $91 | $29 |
| EBITDA ($USD) | -$19.5m* | -$27.3m* | -$18.4m* |
Values retrieved from S&P Global.*
Selected strategic actions under Mr. Weinstein:
- AI/biomarker strategy combination: Definitive merger agreement to acquire BioSymetrics, issuing 15 million shares; one-year lock-up for CEO/major holder; 3 million shares in escrow for one year; aims to enhance AI-driven biomarker discovery and precision medicine capabilities .
- Predictive Oncology LOI: Binding LOI to acquire Predictive Oncology in all-stock deal with structured preferred stock; highlights leveraging a biobank and AI-driven drug discovery; subject to fundraising and approvals .
Compensation Structure Analysis
- Mix and philosophy: Compensation comprises salary, RSUs, and stock options; committee does not target a specific market percentile or mix; decisions consider market comps, historical pay, and performance vs objectives .
- Equity design: Large sign-on option grant vests quarterly over 8 quarters starting Jan 1, 2025, promoting near-term retention; discretionary RSU grants contemplated on anniversary, contingent on corporate objectives/committee discretion .
- Clawback/hedging/pledging: Clawback policy for restatements and anti-hedging/anti-pledging policies in place, strengthening alignment .
- Severance economics: Six months’ base salary plus COBRA reimbursement; accelerated vesting for time-based equity upon termination without cause or for good reason; Good Reason includes certain M&A events (modified double-trigger) .
- Director pay: Non-employee directors compensated via cash fees and option awards; employee-director (CEO) not included .
Equity Ownership & Beneficial Holders
| Holder | Shares | % Outstanding |
|---|---|---|
| David Weinstein | 105,000 | <1% |
| Officers & directors (5 persons) | 150,663 | 0.63% |
| Shares outstanding (10/3/2025) | 23,178,153 | — |
Note: Beneficial ownership per SEC rules includes shares acquirable within 60 days; table footnotes detail warrants/options/RSUs across all holders .
Employment & Contracts
| Item | Detail |
|---|---|
| Agreement type | Executive Employment Agreement (CEO) effective Oct 14, 2024 |
| Term/renewal | 2 years; auto-renew annually unless timely notice |
| Bonus metrics | Board-determined; not disclosed |
| Equity acceleration | Time-based equity accelerates upon termination without cause or for good reason |
| Change-in-control | Good Reason includes sale/merger with loss of control |
No non-compete, non-solicit, or tax gross-up provisions were disclosed in the cited filings .
Risks, Red Flags, and Related Party
- Options status: As of Oct 3, 2025, with ~$1.29 share price and $5.50 option strike, the CEO’s options were out-of-the-money, reducing near-term exercise/sale pressure .
- Pay vs performance: Deepening net losses in FY2025 and depressed TSR raise alignment scrutiny, though the clawback and anti-hedging/pledging guardrails are positives .
- Related parties: Company disclosed no related-party transactions for Mr. Weinstein under Item 404(a) at appointment .
- Governance: CEO is also a director but not Chair; committees comprised of independent directors which mitigates dual-role concerns .
Investment Implications
- Retention and alignment: The eight-quarter, time-based option vesting through 2026 supports retention; however, with options out-of-the-money ($5.50 strike vs ~$1.29 close on 10/3/2025), near-term monetization risk from exercises appears limited .
- Change-in-control economics: Severance of six months’ salary with time-based equity acceleration upon termination without cause or for good reason (including certain M&A as Good Reason) creates a modified double-trigger—reasonable protection without excessive golden parachutes .
- Ownership “skin in the game”: Beneficial ownership under 1% suggests modest personal exposure; additional discretionary RSU grants could increase alignment if granted against objective milestones .
- Strategy execution risk: Large FY2025 net loss and weak TSR underscore execution risk; announced AI-driven transactions (BioSymetrics, Predictive Oncology LOI) aim to strengthen data/AI assets and could be catalysts if integrated successfully .
Values retrieved from S&P Global.*