UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549










FORM 10-K/A

(Amendment No. 1)



(Mark One)



| | x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
| | - | -------------------------------------------------------------------------------



For the fiscal year ended June 30, 2016



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ___________ to _____________
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                | Commission file number: 001-31326 |                                     
|--------------------------------------------------------------- | --------------------------------- | ------------------------------------
|                                                                |                                   |                                     
|                                                                | SEVION
        THERAPEUTICS, INC. |                                     
|(Exact name of registrant as specified in its charter)         
|                                                               
|Delaware                                                        |                                   | 84-1368850                          
|(State or other jurisdiction of
 incorporation or organization) |                                   | (I.R.S. Employer Identification No.)
|                                                                |                                   |                                     



|10210 Campus Point Dr., Suite 150, San Diego, CA | 92121     
|------------------------------------------------ | ----------
|(Address of principal executive offices)         | (Zip Code)



|(858) 909-0749                                      
|----------------------------------------------------
|(Registrant’s telephone number, including area code)



Securities registered under Section 12(b) of the Act:



|Title
    of each class | Name
    of each exchange on which registered
|----------------------- | ---------------------------------------------
|                        |                                              
|None                    |                                              



Securities registered under Section 12(g) of the Act:



Common Stock, $0.01 par value per share.



Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes  ̈     No x



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.	Yes  ̈     No x



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.	Yes x     No  ̈



Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes x     No  ̈



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. x



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.



Large accelerated
filer  ̈     Accelerated filer  ̈



Non-accelerated filer
 ̈       Smaller reporting company x



Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).		Yes  ̈     No x



As of December 31,
2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $6,807,255,
based on the closing sales price as reported on the OTCQB Marketplace on that date.



The number of shares
outstanding of each of the registrant's classes of common stock, as of October 24, 2016:



|Class                            | Number
                                         of Shares
|-------------------------------- | ---------------------------------------------------------
|                                 |                                                          
|Common Stock, $0.01 par value    |                                                          
|Preferred Stock, $0.01 par value |                                                          













Explanatory Note





We are filing this Amendment No. 1 on Form
10-K/A (the “Amendment”) of Sevion Therapeutics, Inc. to amend our Annual Report on Form 10-K for the fiscal year ended
June 30, 2016, filed on October 13, 2016 (the “Original Form 10-K”, and together with the Amendment, the “Form
10-K”), to include the information required by Part III of the Form 10-K as we no longer anticipate filing our proxy statement
for the 2017 annual meeting within 120 days of June 30, 2016. With the exception of the inclusion of the information required by
Part III, no information contained in the Original Form 10-K has been changed. Accordingly, this Amendment should be read in conjunction
with the Original Form 10-K.













TABLE OF CONTENTS



|           |  | Item |  | Page                                                                                          
|---------- |  | ---- |  | ----------------------------------------------------------------------------------------------
|           |  |      |  |                                                                                               
|PART III   |  | 10.  |  | Directors, Executive Officers and Corporate Governance                                        
|           |  |      |  |                                                                                               
|           |  | 11.  |  | Executive Compensation                                                                        
|           |  |      |  |                                                                                               
|           |  | 12.  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|           |  |      |  |                                                                                               
|           |  | 13.  |  | Certain Relationships and Related Transactions and Director Independence                      
|           |  |      |  |                                                                                               
|           |  | 14.  |  | Principal Accounting Fees and Services                                                        
|           |  |      |  |                                                                                               
|PART IV    |  | 15.  |  | Exhibits and Financial Statement Schedules                                                    
|           |  |      |  |                                                                                               
|SIGNATURES |  |      |  | 19                                                                                            













PART III



| | Item 10. | Directors, Executive Officers and Corporate Governance.
| | -------- | -------------------------------------------------------



The following table identifies our current
directors and executive officers as of October 24, 2016:



|Name                             |  | Age |  | Capacities inWhich Served                  |  | In CurrentPosition Since
|-------------------------------- |  | --- |  | ------------------------------------------ |  | ------------------------
|Executive Officers:              |  |     |  |                                            |  |                         
|David Rector (1)                 |  | 69  |  | Chief Executive Officer and Director       |  | January 2015            
|Vaughn Smider, M.D., Ph.D. (2)   |  | 46  |  | Chief Scientific Officer and Director      |  | May 2014                
|Miguel A. de los Rios, Ph.D. (3) |  | 42  |  | Vice President of Research and Development |  | May 2014                
|James Graziano, Ph.D.(4)         |  | 49  |  | Chief Technology Officer                   |  | May 2014                
|James Schmidt (5)                |  | 56  |  | Chief Financial Officer                    |  | May 2015                
|Directors:                       |  |     |  |                                            |  |                         
|John N. Braca* (6)               |  | 58  |  | Director                                   |  | October 2003            
|Phillip Frost, M.D. (7) **       |  | 80  |  | Director                                   |  | May 2014                
|Steven Rubin* (8)                |  | 56  |  | Director                                   |  | May 2014                



| | * | Member of the Audit Committee and the Compensation Committee
| | - | ------------------------------------------------------------

| | ** | Member of the Nominating and Corporate Governance Committee
| | -- | -----------------------------------------------------------










| | (1) | Mr. Rector has been our Chief Executive Officer since January 2015 and our director since February 2002. As of July 2015, Mr.
Rector also serves as a director of Majesco Entertainment Inc. and as of May 2015, as a director of SciVac Therapeutics, Inc. Since
1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and
developing companies in a variety of industries. Mr. Rector served as a director and member of the compensation and audit committee
of the Dallas Gold and Silver Exchange Companies Inc. (formerly Superior Galleries, Inc.) from May 2004 to September 2015. Since
January 2014 through January 2015, Mr. Rector served on the board of directors of MV Portfolios, Inc. (formerly California Gold
Corp.) From November 2012 through January 2014, Mr. Rector has served as the CEO and President of Valor Gold. Since February 2012
through January 2013, Mr. Rector has served as the VP Finance & Administration of Pershing Gold Corp. From May 2011 through
February 2012, Mr. Rector served as the President of Sagebrush Gold, Ltd. From October 2009 through August 2011, Mr. Rector had
served as President and CEO of Li3 Energy, Inc. From July 2009 through May 2011, Mr. Rector had served as President and CEO of
Nevada Gold Holdings, Inc. From September 2008 through November 2010, Mr. Rector served as President and CEO Universal Gold Mining
Corp. Since October 2007 through February 2013, Mr. Rector has served as President and CEO of Standard Drilling, Inc. From May
2004 through December 2006, Mr. Rector had served in senior management positions with Nanoscience Technologies, Inc., a development
stage company engaged in the development of DNA Nanotechnology. From 1983 until 1985, Mr. Rector served as President and General
Manager of Sunset Designs, Inc., a domestic and international manufacturer and marketer of consumer product craft kits, and a wholly-owned
subsidiary of Reckitt & Coleman N.A. From 1980 until 1983, Mr. Rector served as the Director of Marketing of Sunset Designs.
From 1971 until 1980, Mr. Rector served in progressive roles in the financial and product marketing departments of Crown Zellerbach
Corporation, a multi-billion dollar pulp and paper industry corporation. Mr. Rector received a Bachelor of Science degree in Business/Finance
from Murray State University in 1969.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Dr. Smider has been our Chief Scientific Officer and director since May 2014. From January 2007
through May 2014, Dr. Smider was the founder and President of Fabrus, Inc., which became a wholly-owned subsidiary of Sevion in
May 2014. Since 2005, Dr. Smider has been a faculty member at The Scripps Research Institute, where he has directed protein engineering
research. From 2001 through 2005, Dr. Smider was Chief Scientific Officer at Integrigen, Inc. Dr. Smider is on the Leadership Council
for The American Cancer Society in San Diego and is a founder and board member of The Elizabeth Smider Foundation. Dr. Smider received
his M.D. and Ph.D. degrees from Stanford University School of Medicine.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





1







| | (3) | Dr. de los Rios has been our Vice President, Research and Development since May 2014 and was previously the Vice President
of Research and Development of Fabrus, Inc., which became a wholly-owned subsidiary of Sevion in May 2014. Prior to Fabrus, he
founded Chimeros, Inc., a venture-backed biologics therapeutic company, in 2003. At Chimeros, he served as both the Chief Executive
Officer as well as the Chief Scientific Officer from 2003 through 2011, and was the inventor of Chimeros core technologies. Dr.
de los Rios received his Ph.D. in Biophysical Chemistry from the University of California, Santa Barbara. Dr. de los Rios currently
advises several start-up biotechnology companies.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Dr. Graziano has been our Chief Technology Officer since May 2014 and was previously the Chief Operating Officer of Fabrus,
Inc., which became a wholly-owned subsidiary of Sevion in May 2014, since its founding in 2007. Prior to Fabrus, Dr. Graziano was
a Staff Scientist at Kythera Biopharmaceuticals, Inc. managing sponsored preclinical research activities from 2006 to 2007. Dr
Graziano received his Ph.D. in Macromolecular and Cellular Structure and Chemistry from The Scripps Research Institute in 2006
and concurrently served as a Graduate Fellow in the Protein Sciences group at the Genomics Institute of the Novartis Research Foundation.
He received his Bachelor of Arts degree in Molecular and Cellular Biology from the University of California at Berkeley. Before
completing his academic studies, Dr. Graziano served in the US Navy as a qualified Naval Nuclear Power Plant Mechanical Operations
Supervisor.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Mr. Schmidt has been our Chief Financial Officer since May 2015. Prior to Mr. Schmidt’s engagement by the Company, he
was providing independent financial consulting services to start-up and growing companies. He formerly served as the Vice President,
Finance and Administration of Receptos, Inc. from 2009 to 2013. From 2007 to 2009, he served as Senior Director of Finance and
Operations for Apoptos, Inc. which was acquired by Receptos, Inc. in May 2009. He was formerly Senior Director of Finance and Operations
at Conforma Therapeutics from 2001 until its acquisition by Biogen Idec in 2006 where he assisted in the transition and integration
of the companies. Prior to that, from 1986 to 2001 Mr. Schmidt served in various financial and operational roles including Chief
Financial Officer for Kent SeaTech Corporation, Controller for Medical Imaging Centers of America, Inc., MCA, Inc./MCA Concerts,
Inc. and Manager of Accounting—Retirement Inns of America, Inc. He started his career with Coopers & Lybrand and received
his B.S. in Accounting and Corporate Finance from Drake University in Des Moines, Iowa.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Mr. Braca has been our director since October 2003. Mr. Braca has also served as a director and board observer for other healthcare,
technology and biotechnology companies over the course of his career. Since April 2013, Mr. Braca has been the President and sole
proprietor of JNB Consulting, which provides strategic business development counsel to biotechnology companies. From August 2010
through April 2013, Mr. Braca had been the executive director controller for Iroko Pharmaceuticals, a privately-held global pharmaceutical
company based in Philadelphia. From April 2006 through July 2010, Mr. Braca was the managing director of Fountainhead Venture Group,
a healthcare information technology venture fund based in the Philadelphia area, and has been working with both investors and developing
companies to establish exit and business development opportunities. From May 2005 through March 2006, Mr. Braca was a consultant
and advisor to GlaxoSmithKline management in their research operations. From 1997 to April 2005, Mr. Braca was a general partner
and director of business investments for S.R. One, Limited, or S.R. One, the venture capital subsidiary of GlaxoSmithKline. In
addition, from January 2000 to July 2003, Mr. Braca was a general partner of Euclid SR Partners Corporation, an independent venture
capital partnership. Prior to joining S.R. One, Mr. Braca held various finance and operating positions of increasing responsibility
within several subsidiaries and business units of GlaxoSmithKline. Mr. Braca is a licensed Certified Public Accountant in the state
of Pennsylvania and is affiliated with the American Institute of Certified Public Accountants and the Pennsylvania Institute of
Certified Public Accountants. Mr. Braca received a Bachelor of Science in Accounting from Villanova University and a Master of
Business Administration in Marketing from Saint Joseph’s University.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





2







| | (7) | Dr. Frost has been our director since May 2014. Dr. Frost has been the Chief Executive Officer
and Chairman of OPKO Health, Inc. since March 2007. Dr. Frost was named Chairman of the Board of Teva Pharmaceutical Industries,
Ltd, in March 2010 and had previously been Vice Chairman since January 2006, when Teva acquired IVAX Corporation. Dr. Frost had
served as Chairman of the Board and Chief Executive Officer of IVAX since 1987. Dr. Frost was Chairman of the Department of Dermatology
at Mt. Sinai Medical Center of Greater Miami, Miami Beach, Florida from 1972 to 1990. Dr. Frost was Chairman of the Board of Directors
of Key Pharmaceuticals, Inc. from 1972 until its acquisition by Schering Plough Corporation in 1986. Dr. Frost was named Chairman
of the Board of Ladenburg Thalmann Financial Services, Inc., an investment banking, asset management and securities brokerage firm
providing series through its principal operating subsidiary, Ladenburg Thalmann & Co. Inc. in July 2006 and has been a director
of Ladenburg Thalmann from 2001 until 2002 and again since 2004. Dr. Frost also serves as a member of the Board of Trustees of
the University of Miami and as a Trustee of each of the Miami Jewish Home for the Aged and the Mount Sinai Medical Center. Dr.
Frost is also a director of Castle Brands, a developer and marketer of premium brand spirits and Co Crystal Pharma, Inc., a company
developing novel antiviral treatments for serious or chronic viral diseases. Dr. Frost received his Bachelor of Arts degree from
the University of Pennsylvania and his M.D. degree from the Albert Einstein College of Medicine.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Mr. Rubin has been our director since May 2014. Since May 2007, Mr. Rubin has been the Executive Vice President – Administration
at OPKO Health, Inc. and a director of OPKO since February 2007. Mr. Rubin served as the Senior Vice President, General Counsel
and Secretary of IVAX Corporation from August 2001 through September 2006. Mr. Rubin currently serves on the board of directors
of SciVac Therapeutics, Inc., a commercial-stage biopharmaceutical which develops, produces and markets biological products for
human healthcare in Israel, Cogint, Inc., an information solutions provider focused on the data-fusion market, Kidville, Inc.,
which operates large upscale facilities catering to newborns through five-year old children and their families and offers a wide
range of developmental classes, Non-Invasive Monitoring Systems, Inc., a medical device company, Castle Brands, Inc., a developer
and marketer of premium brand spirits, Cocrystal Pharma, Inc., a biotechnology company developing antiviral therapeutics from human
diseases, and Neovasc, Inc., a company developing and marketing medical specialty vascular devices. Mr. Rubin received his Bachelor
of Arts degree in economics from Tulane University and his J.D. degree from the University of Florida. Mr. Rubin brings extensive
leadership, business, and legal experience, as well as tremendous knowledge of our business and the pharmaceutical industry generally,
to the Board. He has advised pharmaceutical companies in several aspects of business, regulatory, transactional, and legal affairs
for more than 24 years.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



None of our current executive officers or directors are related
to any other executive officer or to any of our directors. Our executive officers are elected annually by our board and serve until
their successors are duly elected and qualified.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) requires a company’s directors, officers and stockholders who beneficially
own more than 10% of any class of equity securities of the company registered pursuant to Section 12 of the Exchange Act, collectively
referred to herein as the Reporting Persons, to file initial statements of beneficial ownership of securities and statements of
changes in beneficial ownership of securities with respect to the company’s equity securities with the Securities Exchange
Commission (the “SEC”).  All Reporting Persons are required by SEC regulation to furnish us with copies of all
reports that such Reporting Persons file with the SEC pursuant to Section 16(a).



Based solely on our review of the copies
of such forms received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to
our Reporting Persons during the fiscal year ended June 30, 2016.



Code of Business Ethics and Conduct



On March 17, 2003, our board adopted a Code
of Business Ethics and Conduct, or Code of Ethics, which may be found on our website at www.seviontherapeutics.com. The Code of
Business Ethics and Conduct applies to the our principal executive officers, principal financial officer, principal accounting
officer, and other persons who perform similar functions for Sevion, in addition to our corporate directors and employees.





3







Our Code of Ethics contains written standards
designed to deter wrongdoing and to promote:



| | · | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and
professional relationships;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC and in other public
communications made by the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | compliance with applicable governmental laws, rules and regulations;
| | - | --------------------------------------------------------------------



| | · | the prompt internal reporting of violations of our Code of Ethics to an appropriate person or persons identified in our Code
of Ethics; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | accountability for adherence to our Code of Ethics.
| | - | ---------------------------------------------------



Each of our employees, officers and directors
completed a signed certification to document his or her understanding of and compliance with our Code of Ethics.



Audit Committee



Our Audit Committee was established in July
1999. On March 11, 2011, our board adopted an Amended and Restated Audit Committee Charter. The primary responsibilities of our
Audit Committee include:



| | · | appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of
certain reports from our independent registered public accounting firm;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial
statements and related disclosures;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and
ethics;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | discussing our risk management policies;
| | - | ----------------------------------------



| | · | establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for
the receipt and retention of accounting related complaints and concerns;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | meeting independently with our independent registered public accounting firm and management; and
| | - | ------------------------------------------------------------------------------------------------



| | · | preparing the audit committee report required by SEC rules.
| | - | -----------------------------------------------------------



Our Audit Committee is currently comprised
of John N. Braca and Steven Rubin. Mr. Braca currently serves as the chairman of the Audit Committee. Although we are not currently
subject to audit committee independence requirements, in determining whether our Audit Committee members are independent, we use
the definition of independence provided under Section 803 of the NYSE MKT Company Guide. The NYSE MKT currently requires an Audit
Committee comprised solely of independent directors. Messrs. Braca and Rubin are “independent” members of our board
as defined in Rule 10A-3 under the Exchange Act, and Section 803 of the NYSE MKT Company Guide. In addition, our board of directors
has determined that Mr. Braca satisfies the definition of an audit committee “financial expert” as set forth in Item
407(d)(5) of Regulation S-K promulgated by the SEC. Our Audit Committee held four (4) meetings during Fiscal 2016.





4







| | Item 11. | Executive Compensation.
| | -------- | -----------------------



Summary Compensation Table



The following table sets forth information
concerning compensation for services rendered in all capacities during the fiscal years ended June 30, 2016 and June 30, 2015,
if applicable, awarded to, earned by or paid to: (i) all persons that served as our Chief Executive Officer during Fiscal 2016;
(ii) our three most highly compensated executive officers other than the Chief Executive Officer who were serving as executive
officers at the end of Fiscal 2016; and (iii) individuals who would qualify under (ii) but for the fact that the individual was
not serving as an executive officer at the end of the fiscal year, collectively referred to herein as the named executive officers.
No other executive officers who would have otherwise been includable in such table on the basis of total compensation for Fiscal
2016 have been excluded by reason of their termination of employment or change in executive status during that year.



|Name and Principal Position                |  | Year (1) |  | Option Awards ($) (3) |        |  | All Other Compensation ($) |  |   | Total ($) | 
|------------------------------------------ |  | -------- |  | --------------------- | ------ |  | -------------------------- |  | - | --------- | 
|David Rector (4)                           |  | 2016     |  |                       |        |  |                            |  |   |           | 
|Chief Executive Officer                    |  | 2015     |  |                       | —      |  |                            |  | — |           | 
|                                           |  |          |  |                       |        |  |                            |  |   |           | 
|Vaughn Smider, M.D., Ph.D.                 |  | 2016     |  |                       | —      |  |                            |  | — |           | 
|Chief Scientific Officer                   |  | 2015     |  | $                     | 25,495 |  |                            |  | — |           | 
|                                           |  |          |  |                       |        |  |                            |  |   |           | 
|James Graziano, Ph.D.*                     |  | 2016     |  |                       | —      |  |                            |  | — |           | 
|Chief Technology Officer                   |  | 2015     |  | $                     | 16,997 |  |                            |  | — |           | 
|                                           |  |          |  |                       |        |  |                            |  |   |           | 
|Miguel de los Rios Ph.D.                   |  | 2016     |  |                       | —      |  |                            |  | — |           | 
|Vice President of Research and Development |  | 2015     |  | $                     | 20,548 |  |                            |  | — |           | 








| | (1) | Sevion’s fiscal year ends on June 30.
| | --- | -------------------------------------

| | (2) | Such amount represents actual salary paid, including such amounts deferred in connection with our 401K plan.
| | --- | ------------------------------------------------------------------------------------------------------------

| | (3) | The amounts shown are the grant date fair value of stock options granted to each named executive officer, in accordance with
FASB ASC Topic 718 pursuant to the Black-Scholes pricing model. For a discussion of valuation assumptions used in the calculations,
see Notes 2 and 9 of Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K filed by the Company
with the SEC on October 13, 2016. The grant date fair values used to calculate such compensation costs were not adjusted to take
into account any estimated forfeitures.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Mr. Rector was appointed as the Company’s Interim Chief Executive Officer on January 9, 2015 and is a consultant of the
Company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------





Narrative Explanation
of Certain Aspects of the Summary Compensation Table



Each
of our named executive officers is eligible to receive (i) a base salary and (ii) an annual performance bonus payable
in cash, stock or a combination at the discretion of the compensation committee of the board of directors, or the Compensation
Committee.





5







Cash Compensation



The
base salary for each of our named executive officers for our Fiscal 2016, is listed in the table below:



|Name                       |  | Fiscal 2016
 Base Salary |        
|-------------------------- |  | ------------------------ | -------
|David Rector               |  | $                        | 60,000 
|Vaughn Smider, M.D., Ph.D. |  | $                        | 40,000 
|James Graziano, Ph.D.      |  | $                        | 122,500
|Miguel de los Rios Ph.D.   |  | $                        | 87,500 



| | (1) | From June 30, 2015 through March 22, 2016, base salary was $180,000. Effective March 23, 2016, base salary was decreased to
$60,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (2) | From June 30, 2015 through March 22, 2016, base salary was $200,000. Effective March 23, 2016, base salary was decreased to
$40,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (3) | From June 30, 2015 through March 22, 2016, base salary was $175,000. Effective March 23, 2016, base salary was decreased to
$122,500.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

| | (4) | From June 30, 2015 through March 22, 2016, base salary was $175,000. Effective March 23, 2016, base salary was decreased to
$87,500.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------



On March 23, 2016, our senior management
team recommended to our board of directors that certain executive level salaries be reduced by upwards of 80%, depending on position,
to support our goal of cutting expenses and preserving our cash on hand. The salary reductions listed above were a result of such
decision.



The Compensation Committee determined, as
a result of reviewing several factors, and primarily because of our limited cash resources reserved for research and development
activities, that no bonuses were or would be granted for Fiscal 2016.



Equity Compensation



During Fiscal 2016, the Compensation Committee, determined that the performance metrics for the Fiscal 2016 grants had not been fully met. Therefore, a percentage
of the options granted in Fiscal 2015 were forfeited as follows:



|Name                       |  | Original Grant Date |  | Original Grant |        |  | Percentage Forfeited |  |    | Options Forfeited |  |  | Grant Date Fair Value | 
|-------------------------- |  | ------------------- |  | -------------- | ------ |  | -------------------- |  | -- | ----------------- |  |  | --------------------- | 
|Vaughn Smider, M.D., Ph.D. |  | 11/18/2014          |  |                | 42,210 |  |                      |  | 40 | %                 |  |  | 16,884                | 
|Miguel de los Rios, Ph.D.  |  | 11/18/2014          |  |                | 34,020 |  |                      |  | 25 | %                 |  |  | 8,505                 | 
|James Graziano, Ph.D.      |  | 11/18/2014          |  |                | 28,140 |  |                      |  | 45 | %                 |  |  | 12,663                | 



The grant date fair values used to calculate
such compensation costs were not adjusted to take into account the effect of the forfeitures.





Grants of Plan-Based Awards



The Company did not grant any stock awards,
option awards or equity incentive plan awards to its named executive officers during the fiscal year ended June 30, 2016.





6







Outstanding Equity Awards at Fiscal Year-End



The following table summarizes the equity
awards we have made to our named executive officers, which remain outstanding as of June 30, 2016.



|                           |  | Option Awards
|-------------------------- |  | -------------
|Name                       |  | Grant Date   
|David Rector               |  |              
|                           |  |              
|Vaughn Smider, M.D., Ph.D. |  | 11/18/2014   
|                           |  |              
|James Graziano, Ph.D.      |  | 11/18/2014   
|                           |  |              
|Miguel de los Rios Ph.D.   |  | 5/16/2014    
|                           |  | 11/18/2014   



| | (1) | Such amounts consist of performance based options with the maximum number of option shares in which the optionee may vest to
be determined by the Compensation Committee within 90 days following the fiscal year-end based on achievement of performance metrics
and shall vest one-quarter on the first anniversary of the date of grant with one-thirty-sixth of the balance vesting each month
thereafter with continued service.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | 47,114 of the options were exercisable on the date of grant, with one-twenty-eighth of the balance vesting each month thereafter.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



Option Exercises and Stock Vested



There were no option exercises and stock
vested activity for our named executive officers during the year ended June 30, 2016.



Executive Benefits and Perquisites



In General – The named executive
officers are also provided with certain market competitive benefits, described below. It is the Compensation Committee’s
belief that such benefits are necessary for us to remain competitive and to attract and retain top caliber executive officers,
since such benefits are typically provided by companies in the biotechnology industry and with other companies with which we compete
for executive talent.



Retirement Benefits – The
named executive officers may participate in our 401(k) plans administered by Sevion and Fabrus, Sevion’s wholly-owned subsidiary



Other Benefits and Perquisites –
All administrative employees, including the named executive officers, are eligible to receive standard health, disability, and
life insurance. We do not provide any additional benefits and perquisites.





7







Severance and Change in Control Benefits



Retention Policy



On October 9, 2012,
our board of directors approved a Retention Policy for those officers who do not have an employment agreement as of the date of
their termination (the “Policy”). Pursuant to the terms and provisions of the Policy, in the event that an officer
is terminated or resigns for good reason (as such term is defined in the Policy) in connection with a change of control transaction
(as such term is defined in the Policy), such officer will be entitled to receive the following (subject to the limitation discussed
below):



(i)       The
involuntary termination benefits provided in the officer’s employment agreement, if any, including unpaid compensation and
benefits.



(ii)      The
full incentive bonus allocated to the officer for the calendar year in which termination occurs, as determined by the Board.



(iii)     A
multiple of the officer’s annual base salary: (CEO=2x, CFO=1.5x, VP R&D=1.5x, VP Clinical=1.5x, other officers=1x).



(iv)     Medical
coverage with term equal to base salary continuation under the Company’s group health insurance.



(v)     Allowance
for all vested options to be exercisable for the remainder of each such vested option’s full remaining exercise period.



(vi)    Immediate
vesting of all unvested options granted to the officer.



Notwithstanding the
foregoing, if the aggregate compensation set forth in clauses (i), (ii), (iii) and (iv) above to be paid to all officers exceeds
10% of the value of the transaction as determined by the parties (as reflected in a definitive agreement, including the fair market
value of any publicly traded securities), or if not reflected in a definitive agreement, then as determined by a qualified, independent
third party selected by our board of directors, then the board of directors shall have the discretion to reduce such compensation
pro-rata to the extent necessary to consummate the change of control transaction.



The Policy also provides
that our board of directors shall have discretion to grant a termination package in the event an officer is terminated by the board
without cause (as such term is defined in the Policy) or resigns for good reason (as such term is defined in the Policy).



The Compensation Committee
believes that the severance benefits under the Policy provide financial protection against the potential loss of employment in
designated circumstances and will allow our executive officers to focus attention on changes that are in the best interests of
the stockholders, without undue concern as to each officer’s own financial situation. The Compensation Committee also believes
the accelerated vesting of equity awards is justified because those awards are designed to serve as the primary vehicle for the
executives to accumulate financial resources for retirement. Finally, given the time periods and risks involved in pharmaceutical
development, the Compensation Committee believes that the extended exercise period is an appropriate way to provide the officers
with an opportunity to realize financial gains from decisions made during his or her tenure as an officer.





Executive Compensation Agreements



Consulting Agreement



On January 9, 2015, we entered into a consulting
agreement with The David Stephen Group LLC, an entity controlled by David Rector, our interim President and Chief Executive Officer,
setting forth Mr. Rector’s monthly compensation amount for the provision of his services as our interim President and Chief
Executive Officer, as well as certain other standard provisions, such as confidentiality and invention assignment. Effective as
of March 23, 2016, our consulting agreement with The David Stephen Group LLC was amended to reflect a reduction in the compensation
payable under such agreement.





8







Director Compensation



We pay our non-employee directors cash compensation,
paid in quarterly increments as consideration for their service on our board for each fiscal year as follows:



|Annual (Base) Retainer                                          |  | $ | 10,000 |    
|--------------------------------------------------------------- |  | - | ------ | ---
|Per Scheduled Board Meeting Fee                                 |  | $ | 1,500  | (1)
|Per Committee Meeting Fee                                       |  | $ | 750    | (2)
|Additional Annual Retainer:                                     |  |   |        |    
|Chairman of the Board                                           |  | $ | 5,000  |    
|Audit Committee Chair                                           |  | $ | 3,500  |    
|Compensation Committee Chair                                    |  | $ | 3,500  |    
|Nominating and Corporate Governance Committee Chair             |  | $ | 1,500  |    
|Non-Chair Committee Member Additional Retainer (All Committees) |  | $ | 1,000  |    
|Maximum Per Diem For All Meetings                               |  | $ | 2,000  |    






| | (1) | $750 for telephonic meetings (less than 30 minutes: $375).
| | --- | ----------------------------------------------------------

| | (2) | $375 for telephonic meetings.
| | --- | -----------------------------



Equity Compensation



Equity Election
Program



A director may elect to receive, in lieu
of such cash retainer and meeting fees, either (i) restricted stock units, or RSUs, covering that number of shares having a fair
market value on the grant date equal to such cash award or (ii) a number of option shares equal to twice the number of RSU’s
that would have been received, with an exercise price per share equal to the fair market value of our common stock on the option
grant date. Such election must be timely made and generally applies for the entire year. The awards are fully-vested on the grant
date and each option has a maximum term of 10 years subject to earlier termination 3 months following cessation of board service.
The RSUs or options are generally granted quarterly, effective two (2) days following the filing of our quarterly reports on Form
10-Q for that quarter, and are fully vested as of the grant date.



For Fiscal 2016, all of the directors elected
to receive options in lieu of cash. Accordingly, the directors received options to purchase shares of our common stock pursuant
to the provisions of the 2008 Stock Plan and their equity elections with the exercise price per share equal to the closing price
on the option grant date. The dollar amount of the fees paid in equity pursuant to such program by each director for Fiscal 2016
and the number of shares subject to such equity awards was as follows:



|Director                  |  | Grant Date |  | $ Amount
 of Fees paid in
 Equity |        |  | Number of
 Shares subject
 to Options | 
|------------------------- |  | ---------- |  | --------------------------------- | ------ |  | ------------------------------------- | 
|Harlan W. Waksal, M.D.(1) |  | 11/19/15   |  | $                                 | 10,000 |  |                                       | 
|John N. Braca             |  | 11/19/15   |  | $                                 | 10,625 |  |                                       | 
|                          |  | 6/13/16    |  | $                                 | 9,875  |  |                                       | 
|Phillip Frost, M.D.       |  | 11/19/15   |  | $                                 | 8,125  |  |                                       | 
|                          |  | 6/13/16    |  | $                                 | 8,625  |  |                                       | 
|Steven Rubin              |  | 11/19/15   |  | $                                 | 10,000 |  |                                       | 
|                          |  | 6/13/16    |  | $                                 | 9,875  |  |                                       | 






| | (1) | Such director resigned from the board on March 4, 2016.
| | --- | -------------------------------------------------------





9







Annual Equity
Awards



We do not automatically grant options or
other equity to our non-employee board members. Our Compensation Committee reviews the equity program each year and determines
the appropriate level of the equity awards to be made for that year. The Compensation Committee did not approve any grant of options
or other equity to our non-employee board members during Fiscal 2016.



Aggregate Equity
Compensation



The following table sets forth information
relating to the equity awards granted to the non-employee directors during Fiscal 2016.



|                          |  |            |  | Stock Awards     |   |  | Option Awards                    |  
|------------------------- |  | ---------- |  | ---------------- | - |  | -------------------------------- | -
|Director                  |  | Grant Date |  | Number of Shares |   |  | Option Exercise Price ($)/ Share |  
|Harlan W. Waksal, M.D.(1) |  | 11/19/15   |  |                  | — |  |                                  | $
|John N. Braca             |  | 11/19/15   |  |                  | — |  |                                  | $
|                          |  | 6/13/16    |  |                  | — |  |                                  | $
|Phillip Frost, M.D        |  | 11/19/15   |  |                  | — |  |                                  | $
|                          |  | 6/13/16    |  |                  | — |  |                                  | $
|Steven Rubin              |  | 11/19/15   |  |                  | — |  |                                  | $
|                          |  | 6/13/16    |  |                  | — |  |                                  | $



| | (1) | Such director resigned from the board on March 4, 2016.
| | --- | -------------------------------------------------------

| | (2) | Includes 25,000 additional options granted for service during Fiscal 2015, not for cash compensation for Fiscal 2016. The remainder
of the grant of 15,000 options represents payment for service during the first quarter of 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes 26,500 additional options granted for service during Fiscal 2015, not for cash compensation for Fiscal 2016. The remainder
of the grant of 16,000 options represents payment for service during the first quarter of 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes 19,000 additional options granted for service during Fiscal 2015, not for cash compensation for Fiscal 2016. The remainder
of the grant of 13,500 options represents payment for service during the first quarter of 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Director Compensation Summary



The table below shows the compensation paid
or awarded to our non-employee directors during the fiscal year ended June 30, 2016.



|Name                      |  | Fees Earned or Paid in Cash ($) |   |  | Option Awards  ($) (1) |   |        | All Other Compensation ($) |  |  | Total ($) | 
|------------------------- |  | ------------------------------- | - |  | ---------------------- | - | ------ | -------------------------- |  |  | --------- | 
|Harlan W. Waksal, M.D.(2) |  | $                               | — |  |                        | $ | 14,360 |                            |  |  | —         | 
|John N. Braca             |  | $                               | — |  |                        | $ | 33,661 |                            |  |  | —         | 
|Phillip Frost, M.D.       |  | $                               | — |  |                        | $ | 27,741 |                            |  |  | —         | 
|Steven Rubin              |  | $                               | — |  |                        | $ | 32,763 |                            |  |  | —         | 






| | (1) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during
FY2016 computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Notes 2 and
9 to our consolidated financial statements included elsewhere in the Annual Report on Form 10-K filed by the Company with the
SEC on October 13, 2016. The grant date fair values used to calculate such compensation costs were not adjusted to take into account
any estimated forfeitures. These amounts do not reflect the actual economic value that will be realized by the named executive
officer upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such
stock options. For further information concerning such equity awards, see the section above entitled “Aggregate Equity Compensation”
and the section below entitled “Outstanding Director Equity Awards.”
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Such director resigned from the board on March 4, 2016.
| | --- | -------------------------------------------------------





10







Outstanding Director
Equity Awards



The following table shows the total number
of shares of our common stock subject to option awards (vested and unvested) held by each non-employee director as of June 30,
2016:



|Director                  |  | Number of Stock Awards
 Outstanding |   |  | Number of
 Option Awards
 Outstanding | 
|------------------------- |  | ----------------------------------- | - |  | ------------------------------------- | 
|Harlan W. Waksal, M.D.(1) |  |                                     | — |  |                                       | 
|John N. Braca             |  |                                     | — |  |                                       | 
|Phillip Frost, M.D.       |  |                                     | — |  |                                       | 
|Steven Rubin              |  |                                     | — |  |                                       | 






| | (1) | Such director resigned from the board on March 4, 2016.
| | --- | -------------------------------------------------------





Compensation Committee Interlocks and
Insider Participation



No member of the Compensation Committee
is or has been an officer or employee of our company or any of our subsidiaries. In addition, no member of the Compensation Committee
had any relationships with us or any other entity that requires disclosure under the regulations promulgated by the SEC and none
of our executive officers served on the Compensation Committee or board of any company that employed any member of our board in
Fiscal 2016.



Report of the Compensation Committee



The Compensation Committee
has reviewed and discussed the section captioned
“Executive Compensation”with management, and based on this review and these discussions, the Compensation Committee
recommended to the board that this “Executive
Compensation” sectionbe included in Sevion’s Annual Report on Form 10-K/A.



| | This report is submitted on
    behalf of the
| | ---------------------------------------------
| | Compensation Committee                       
| | Steven Rubin, Chairman                       
| | John N. Braca                                





11







| | Item 12. | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
| | -------- | -----------------------------------------------------------------------------------------------



As of June 30, 2016, there were 170 holders
of record of our common stock, and we had outstanding 20,496,385 shares of our common stock and each outstanding share is entitled
to one (1) vote at the Meeting. The following table sets forth certain information known to us based on our review of reports filed
with the SEC, as of June 30, 2016, with respect to holdings of our common stock by (i) each person known by us to be the beneficial
owner of more than 5% of the total number of shares of our common stock outstanding as of such date; (ii) each of our directors,
which includes all nominees, and our named executive officers; and (iii) all of our directors and our current executive officers
as a group.





|Name and Address of Beneficial Owner (1)                                      |  | Amount and Nature
 of Beneficial Ownership
 (2) |           |      | Percent of Class (3) | 
|----------------------------------------------------------------------------- |  | ----------------------------------------------- | --------- | ---- | -------------------- | 
|(i)     Certain Beneficial Owners:                                            |  |                                                 |           |      |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|Barry Honig 555 South Federal Highway #450 Boca Raton, FL 33432               |  |                                                 | 1,392,748 | (4)  |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|Frost Gamma Investments Trust Miami, FL 33137                                 |  |                                                 | 2,113,786 | (5)  |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|Alpha Capital Anstalt Padafant 7 Furstentums 9490 Vaduz, Liechtenstein        |  |                                                 | 2,064,219 | (6)  |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|Michael Brauser 4400 Biscayne Blvd. Suite 850 Miami, FL 33137                 |  |                                                 | 1,689,934 | (7)  |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|(ii)     Directors and Named Executive Officers:                              |  |                                                 |           |      |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|Phillip Frost, M.D.                                                           |  |                                                 | 2,113,786 | (5)  |                      | 
|Vaughn Smider, M.D., Ph.D.                                                    |  |                                                 | 1,360,928 | (8)  |                      | 
|John N. Braca                                                                 |  |                                                 | 211,037   | (9)  |                      | 
|Steven Rubin                                                                  |  |                                                 | 158,431   | (10) |                      | 
|James Graziano, Ph.D.                                                         |  |                                                 | 139,968   | (11) |                      | 
|Miguel de los Rios, Ph.D.                                                     |  |                                                 | 119,799   | (12) |                      | 
|David Rector                                                                  |  |                                                 | 81,658    | (13) |                      | 
|                                                                              |  |                                                 |           |      |                      | 
|(iii)     All Directors and current executive officers as a group (8 persons) |  |                                                 | 4,185,607 | (14) |                      | 



____________

| | * | Less than 1%
| | - | ------------



| | (1) | Unless otherwise provided, all addresses should be care of Sevion Therapeutics, Inc., 10210 Campus Point Dr., Suite 150, San
Diego, California 92121.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Except as otherwise indicated, all shares of common stock are beneficially owned and sole investment and voting power is held
by the persons named.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------





12







| | (3) | Applicable percentage of ownership is based on 20,636,847, shares of our common stock outstanding as of October 24, 2016, plus
any common stock equivalents and options or warrants held by such holder which are presently or will become exercisable within
sixty (60) days after June 30, 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes 103,702 shares of common stock, 558,012 shares of common stock and options held by GRQ Consultants, Inc. 401K Plan
(“401K”), 362,451 shares of common stock held by Marlin Capital Investments, LLC (“Marlin”) and 368,583
shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”) and excludes 229,642 shares
of common stock underlying warrants held by 401K, 92,816 shares of common stock underlying warrants held by Marlin, 205,212 shares
of common stock underlying warrants held by Roth 401K and 28,460 shares of common stock held by Mr. Honig. Such excluded warrants
contain a blocker provision under which the holder can only exercise the warrants to a point where he and his affiliates would
beneficially own a maximum of 4.99% of the Company’s outstanding shares (“Blocker”). Mr. Honig is the trustee
of the 401K, Roth 401K and the managing member of Marlin, and, in such capacity, has voting and dispositive power over the securities
held by such entities. Disclosure consistent with most recently stockholder filed documents with the Securities and Exchange Commission
and reflects ownership numbers and percentages as of December 31, 2015. Due to the ownership percentage blocker provision, ownership
amounts may vary should the reporting date change.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes 1,598,170 shares of common stock held by Frost Gamma Investments Trust, of which Dr. Phillip Frost is the
                                                                trustee, and 514,363 shares of common stock underlying warrants and excludes 65,000 shares of common stock underlying
                                                                warrants which contain a blocker provision under which the holder can only exercise the warrants to a point where stockholder
                                                                and the stockholder’s affiliates would beneficially own a maximum of 9.99% of the Company’s outstanding shares.
                                                                Additionally, Dr. Phillip Frost, holds 136,253 shares of common stock issuable pursuant to presently
                                                                exercisable options and options which will become exercisable within sixty (60) days after June 30, 2016. As a result, an
                                                                additional 135,000 shares of common stock underlying warrants which contain a blocker provision are excluded. Disclosure
                                                                consistent with most recently stockholder filed documents with the Securities and Exchange Commission and reflects ownership
                                                                numbers and percentages as of September 29, 2015. Due to the ownership percentage blocker provision, ownership amounts may
                                                                vary should the reporting date change.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 788,290 shares of common stock issuable pursuant to presently exercisable warrants. Such warrants contain a blocker
provision under which the holder can only exercise the warrants to a point where he and his affiliates would beneficially own a
maximum of 9.99% of the Company’s outstanding shares. Disclosure consistent with most recently stockholder filed documents
with the Securities and Exchange Commission and reflects ownership numbers and percentages as of December 31, 2014. Due to the
ownership percentage blocker provision, ownership amounts may vary should the reporting date change.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes 338,667 shares of common stock held by Mr. Brauser, 25,000 shares of common stock held by Birchtree Capital, LLC (“Birchtree”),
38,543 shares of common stock held by the Betsy and Michael Brauser Charitable Family Foundation (“Foundation”), 115,651
share of common stock held by Grander Holdings, Inc. 401K Profit Sharing Plan (“Grander”), 107,827 shares of common
stock held by BSIG, LLC (“BSIG”) and 537,853 shares of common stock held by Marlin Capital Investments, LLC (“Marlin”)
and warrants to purchase 336,667 shares of common stock held by Mr. Brauser and includes warrants to purchase 25,000 shares of
common stock held by Birchtree, warrants to purchase 10,579 shares of common stock held by Foundation, warrants to purchase 31,739
shares of common stock held by Grander, warrants to purchase 29,592 shares of common stock held by BSIG, warrants to purchase 92,816
shares of common stock held by Marlin and 114,932 shares of common stock underlying warrants. Such included warrants contain a
blocker provision under which the holder can only exercise the warrants to a point where he and his affiliates would beneficially
own a maximum of 9.99% of the Company’s outstanding shares (“Blocker”). Mr. Brauser is the Manager of Birchtree,
the trustee of the Grander, the Chairman of Foundation, the Manager of BSIG and Manager of Marlin, and, in such capacity, has voting
and dispositive power over the securities held by such entities. Disclosure consistent with most recently stockholder filed documents
with the Securities and Exchange Commission and reflects ownership numbers and percentages as of December 31, 2014. Due to the
ownership percentage blocker provision, ownership amounts may vary should the reporting date change.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





13







| | (8) | Includes 1,058,970 shares of common stock, 290,613 shares of common stock underlying warrants and 10,289 shares of common stock
issuable pursuant to presently exercisable options. Excludes 15,037 shares of common stock issuable pursuant to options which become
exercisable after sixty (60) days from June 30, 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes 1,380 shares of common stock and 209,637 shares of common stock issuable pursuant to presently exercisable warrants
and options and options which will become exercisable within sixty (60) days after June 30, 2016.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes 158,431 shares of common stock issuable pursuant to presently exercisable options or options which will become exercisable
within sixty (60) days after June 30, 2016.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Includes 104,386 shares of common stock, 28,648 shares of common stock underlying warrants and 6,934 shares of common stock
issuable pursuant to presently exercisable options. Excludes 8,543 shares of common stock issuable pursuant to options which become
exercisable after sixty (60) days from June 30, 2016.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Includes 119,799 shares of common stock issuable pursuant to presently exercisable options. Excludes 18,798 shares of common
stock issuable pursuant to options which become exercisable after sixty (60) days from June 30, 2016.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Includes 3,528 shares of common stock and 78,130 shares of common stock issuable pursuant to presently exercisable warrants
and options and options which will become exercisable within sixty (60) days after June 30, 2016.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | See Notes 8 through 13.
| | ---- | -----------------------



Equity Compensation Plan Information



The following table
reflects information relating to equity compensation plans as of June 30, 2016.



|                                                           |  | Number of securities to be issued upon  exercise of
 outstanding  options, warrants  and rights |           |     | Weighted-average exercise price of  outstanding
 options,  warrants and
 rights |   |      | Number of securities
 remaining available for future issuance under equity compensation
 plans (excluding securities
 reflect in column (a)) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------- | --- | ------------------------------------------------------------------------------- | - | ---- | -------------------------------------------------------------------------------------------------------------------------------------------- | 
|Stock Option plans approved by security holders            |  |                                                                                                 | 1,917,238 | (1) |                                                                                 | $ | 3.92 |                                                                                                                                              | 
|Equity compensation plans not approved by security holders |  |                                                                                                 | --        |     |                                                                                 |   | --   |                                                                                                                                              | 
|Total                                                      |  |                                                                                                 | 1,917,238 | (1) |                                                                                 | $ | 3.92 |                                                                                                                                              | 

____________

| | (1) | Issued pursuant to our 1998 Stock Plan and 2008 Stock Plan.
| | --- | -----------------------------------------------------------



| | (2) | Available for future issuance pursuant to our 2008 Stock Plan.
| | --- | --------------------------------------------------------------



14







| | Item 13. | Certain Relationships and Related Transactions,
and Director Independence.
| | -------- | --------------------------------------------------------------------------



Certain Relationships and Related Transactions



Consulting Agreement
with David Rector



On January 9, 2015, we entered into a consulting
agreement with The David Stephen Group LLC, an entity wholly-owned and controlled by David Rector, our interim President and Chief
Executive Officer, setting forth Mr. Rector’s monthly compensation amount for the provision of his services as our interim
President and Chief Executive Officer, as well as certain other standard provisions, such as confidentiality and invention assignment.
Under this agreement, we have agreed to pay Mr. Rector $10,000 per month as compensation for his services provided under the agreement.
Effective June 2015, the Compensation Committee increased the monthly compensation to $15,000 per month for his services. Effective
March 23, 2016, the Compensation Committee amended the consulting agreement with The David Stephen Group LLC to reflect a decrease
of the monthly compensation payable under the agreement to $5,000 per month for his services. We paid $150,000 to Mr. Rector pursuant
to the consulting agreement during the fiscal year ended June 30, 2016.



Debt / Equity Transactions



July 2015 Transaction
with OPKO Health, Inc.



As previously disclosed, during May through
July 2015, we entered into separate subscription agreements (each, a “Subscription Agreement”) with certain accredited
investors (the “Investors”) whereby we sold (the “Offering”) units of our securities (the “Units”)
with each Unit consisting of one share of our common stock or, at the election of the Investor, shares of our 0% Series C Convertible
Preferred Stock and a thirty-month warrant to purchase one half of one share of common stock at an exercise price of $1.50 per
share (the “Warrants”). Each Unit was sold for $0.75 per Unit. The aggregate net offering proceeds to us from the sale
of the Units, after deducting the aggregate placement agent fees of approximately $424,542 and other estimated aggregate offering
expenses payable by us of approximately $103,500, were approximately $5,979,966.



On July 27, 2015, we entered into a subscription
agreement with OPKO Health, Inc., (“OPKO”) pursuant to which OPKO purchased 666,667 Units consisting of Series C Convertible
Preferred Stock for a purchase price of $500,000. Phillip Frost, M.D., a member of our board of directors, is the Chairman of the
Board and Chief Executive Officer of OPKO. Steven D. Rubin, a member of our board of directors, is Executive Vice President and
a director of OPKO.



Review and Approval of Related Person
Transactions



Our Audit Committee
Charter requires that our Audit Committee review and approve or ratify transactions involving us and any executive officer, director,
director nominee, 5% stockholder and certain of their immediate family members, also referred to herein as a related person. The
policy and procedures cover any transaction involving a related person, also referred to herein as a related person transaction,
in which the related person has a material interest and which does not fall under an explicitly stated exception set forth in the
applicable disclosure rules of the SEC.



A related person
transaction will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related
person’s interest in the transaction. In considering related person transactions, the Audit Committee will consider any information
considered material to investors and the following factors:



| | · | the related person’s interest in the transaction;
| | - | -------------------------------------------------

| | · | the approximate dollar value of the transaction;
| | - | ------------------------------------------------

| | · | whether the transaction was undertaken in the ordinary course of our business;
| | - | ------------------------------------------------------------------------------

| | · | whether the terms of the transaction are no less favorable to us than terms that we could have reached with an unrelated third
party; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | · | the purpose and potential benefit to us of the transaction.
| | - | -----------------------------------------------------------





15







Director Independence



The Company is not a listed issuer and so
is not subject to the director independence requirements of any exchange or interdealer quotation system. Although we are not currently
subject to director independence requirements, we have, nevertheless, in determining whether our directors and director nominees
are independent, we use the definition of independence provided under Section 803 of the NYSE MKT Company Guide. Under this definition
of independence, a director will, among other things, qualify as an “independent director” if, in the determination
of our board, that person does not have a relationship that would interfere with his or her exercise of independent judgment in
carrying out the responsibilities of a director. Our board has determined that each of Messrs. Braca and Rubin and Dr. Frost is
an “independent director” under Section 803 of the NYSE MKT Company Guide. Mr. Rector and Dr. Smider would not be considered
independent because they currently serve or have served as officers of the Company.



16







| | Item 14. | Principal Accounting Fees and Services
| | -------- | --------------------------------------



The aggregate fees
billed by RSM US LLP for services performed for the fiscal years ended June 30, 2016 and 2015 are as follows:



|                   |  | 2016 |         |  | 2015 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 220,600 |  |      | $
|Audit Related Fees |  |      | 28,000  |  |      |  
|Tax Fees           |  |      | -       |  |      |  
|All Other Fees     |  |      | -       |  |      |  
|Total Fees         |  | $    | 248,600 |  |      | $



AUDIT FEES



The aggregate audit
fees for the years ended June 30, 2016 and 2015 were primarily related to the audit of the our annual financial statements and
review of those financial statements included in our quarterly reports on Form 10-Q and fees for professional services rendered
in connection with documents filed with the Securities and Exchange Commission.



AUDIT RELATED FEES



Audit related fees
for the years ended June 30, 2016 and 2016 were primarily incurred in connection with our equity offerings and registration statements.



Pre-Approval Policies and Procedures



In accordance with
its charter, the Audit Committee is required to approve all audit and non-audit services provided by the independent auditors and
shall not engage the independent auditors to perform the specific non-audit services prescribed by law or regulation.



The Audit Committee
has adopted policies and procedures relating to the pre-approval of all audit and non-audit services that are to be performed by
our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered
public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit
Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.



From time to time,
the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered
public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services
to be provided and is also generally subject to a maximum dollar amount.



The Audit Committee
has also delegated to the chairman of the Audit Committee the authority to approve any audit or non-audit services to be provided
to us by our independent registered public accounting firm. Any approval of services by a member of the Audit Committee pursuant
to this delegated authority is reported on at the next meeting of the Audit Committee.





17







PART IV



| | Item 15. | Exhibits and Financial Statement Schedules.
| | -------- | -------------------------------------------



|(a) | (3) | Exhibits.
|--- | --- | ---------



Reference is made to the Exhibit
Index on Page 21.



18







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized this 28th day of October, 2016.



| | SEVION THERAPEUTICS,
    INC. | 
| | ----------------------------- | 
| |                               | 
| |                               | 
| | By:                           | 
| |                               | 
| |                               | 
| |                               | 
| |                               | 
| | By:                           | 
| |                               | 
| |                               | 



19







Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.



|Signature                      |  | Title                                            |  | Date            
|------------------------------ |  | ------------------------------------------------ |  | ----------------
|                               |  |                                                  |  |                 
|/s/
    David Rector           |  | Chief
    Executive Officer and Director         |  | October 28, 2016
|David Rector                   |  | (principal executive
    officer)                |  |                 
|                               |  |                                                  |  |                 
|/s/
    James Schmidt          |  | Chief
    Financial Officer                      |  | October 28, 2016
|James Schmidt                  |  | (principal financial
    and accounting officer) |  |                 
|                               |  |                                                  |  |                 
|/s/
    Vaughn M. Smider, M.D. |  | Chief
    Scientific Officer and Director        |  | October 28, 2016
|Vaughn Smider, M.D.            |  |                                                  |  |                 
|                               |  |                                                  |  |                 
|/s/
    John Braca             |  | Director                                         |  | October 28, 2016
|John Braca                     |  |                                                  |  |                 
|                               |  |                                                  |  |                 
|/s/
    Phillip Frost, M.D.    |  | Director                                         |  | October 28, 2016
|Phillip Frost, M.D.            |  |                                                  |  |                 
|                               |  |                                                  |  |                 
|/s/
    Steven Rubin           |  | Director                                         |  | October 28, 2016
|Steven Rubin                   |  |                                                  |  |                 





20









EXHIBIT INDEX



|ExhibitNo. | Description of Exhibit                                                                                                    
|---------- | --------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                           
|31.1 †     | Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|           |                                                                                                                           
|31.2 †     | Certification of the principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           |                                                                                                                           
|32.1 †     | Certification of the principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.               
|           |                                                                                                                           
|32.2 †     | Certification of the principal financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | † | Filed herewith.
| | - | ---------------

.

21