DEF 14A of Adicet Bio, Inc., Apr 29, 2025

DEF 14A of Adicet Bio, Inc.

Filed Apr 29, 2025 · FY20240000950170-25-060104

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The current members of the classes are divided as follows: the class I directors are Aya Jakobovits, Ph.D., Katie Peng, MBA and Chen Schor, MBA, and their terms will expire at the Annual Meeting; • the class II directors are Jeffrey Chodakewitz, M.D., Steve Dubin, J.D. and Michael Grissinger, and their terms will expire at the annual meeting of the stockholders to be held in 2026; and • the class III directors are Lloyd Klickstein, M.D., Ph.D. and Andrew Sinclair, Ph.D., and their terms will expire at the annual meeting of the stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office, even if less than a quorum of the board of directors. Our board of directors has nominated Katie Peng, MBA and Chen Schor, MBA for election as the class I directors at the Annual Meeting. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors. Dr. Jakobovits has not been nominated to stand for re-election when her current term expires at the Annual Meeting. As a result, Dr. Jakobovits’ service as a director will end on the date of the Annual Meeting. Therefore, immediately prior to the opening of the polls at the Annual Meeting, our Board has elected to reduce the size of our Board from eight to seven directors. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our Nominating and Corporate Governance Committee of our board of directors (Nominating and Corporate Governance Committee) considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Adicet and our board of directors.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2025.

  3. Nominees for Election as Class I Directors

    | Name | Position and Offices Held with Adicet Bio | Director Since | Age | | Katie Peng, MBA | Director | 2023 | 54 | | Chen Schor, MBA | President, Chief Executive Officer and Director | 2020 | 52 |

  4. Nominees for Election as Class I Directors

    Katie Peng, MBA has served as a member of our board of directors since July 2023. Since September 2021, Ms. Peng has served as Chief Commercial Officer at Denali Therapeutics Inc. (Nasdaq: DNLI). From April 2017 to September 2021, Ms. Peng served as the Senior Vice President, Head of the Ophthalmology, Metabolism, Neurosciences, Immunology Business Unit at Genentech, where she was responsible for the oncology, neurology, and rare diseases portfolio, and served as part of Genentech’s commercial leadership team. From February 2012 to April 2017, Ms. Peng held a number of senior leadership positions at Roche Holding AG (Roche), managing the Roche portfolio in the Asia Pacific region as the General Manager of two countries. Ms. Peng has also served as a member of the board of directors of Scholar Rock Holding Corporation (Nasdaq: SRRK) since February 2024, and serves as a board member for the nonprofit organization California Life Sciences. She holds a B.A. from the University of California, Berkeley and an MBA from the Kelley School of Business, Indiana University. We believe Ms. Peng is qualified to serve on our board of directors because of her expertise and experience working for various pharmaceutical and biotechnology companies. Chen Schor, MBA has served as our President and Chief Executive Officer and as a member of our board of directors since the completion of the merger of resTORbio, Inc. (resTORbio) and Adicet Bio, Inc. (when referred to prior to the Merger, Former Adicet) in September 2020 (the Merger). Previously, he held the role of director, President and Chief Executive Officer at resTORbio since co-founding the company in 2016. Mr. Schor previously served as President, Chief Executive Officer and director of Synta Pharmaceuticals Corp. from May 2015 until its merger with Madrigal Pharmaceuticals, Inc. in July 2017, and prior to that, from 2014 until 2016, Mr. Schor served as the company’s Executive Vice President and Chief Operation Officer. From September 2012 to December 2014, Mr. Schor served as President and Chief Executive Officer of Novalere FP, Inc. From September 2011 to October 2012, Mr. Schor served as Chief Business Officer of Eleven Biotherapeutics, Inc. From March 2009 until September 2011, Mr. Schor served as Vice President of Business Development, global branded products at Teva Pharmaceutical Industries Limited (NYSE: TEVA). Mr. Schor currently serves on the board of the Alliance for Cancer Gene Therapy, a non-for-profit organization committed to advancing new cancer cell and gene therapies. He is also chair of the board of directors of Carbon Biosciences, Inc., a member of the board of directors of Karyopharm Therapeutics Inc. (Nasdaq: KPTI) since December 2020, and previously served on the board of Brainstorm Cell Therapeutics Inc. (Nasdaq: BCLI) from September 2011 to April 2020. Mr. Schor received his MBA. from Tel Aviv University, a B.A. in Economics and Accounting from Haifa University and a B.A. in Biology from Tel Aviv University. We believe that Mr. Schor is qualified to serve on our board of directors due to his service as our President and Chief Executive Officer and his extensive knowledge of our company and industry. To be elected, the director nominees must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominee receiving the most votes will be elected. You may vote either FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld and broker “non-votes” will have no effect on the election of directors. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF KATIE PENG, MBA AND CHEN SCHOR, MBA AS THE CLASS I DIRECTORS, TO SERVE FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2028.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2025.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Adicet Bio | Position Held Since(1) | Class and Year in Which Term Expires | Age | | Jeffrey Chodakewitz, M.D. | Director | 2020 | Class II – 2026 | 69 | | Steve Dubin, J.D. | Director | 2020 | Class II – 2026 | 71 | | Michael Grissinger | Director | 2025 | Class II – 2026 | 71 | | Lloyd Klickstein, M.D., Ph.D. | Director | 2024 | Class III – 2027 | 61 | | Andrew Sinclair, Ph.D. | Director | 2021 | Class III – 2027 | 53 |

  7. Directors Continuing in Office

    The years set forth below reflect when the director joined our board of directors.

  8. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 Annual Meeting) Jeffrey Chodakewitz, M.D. has served as a member of our board of directors since the completion of the Merger and previously served as a member of the board of directors of resTORbio since August 2018. Since October 2022, Dr. Chodakewitz has served as Entrepreneur-in-Residence at Yale University Ventures and since December 2022, he has served as Advisory Partner of Ascenta Capital Management LLC. From March 2019 to January 2022, Dr. Chodakewitz served as a senior/executive advisor at Blackstone Life Sciences. From April 2018 through March 2019, Dr. Chodakewitz served as Executive Vice President, Clinical Medicine and External Innovation, at Vertex Pharmaceuticals Incorporated (Vertex) (Nasdaq: VRTX). Prior to that role, Dr. Chodakewitz held the roles of Chief Medical Officer and Executive Vice President, Global Medicines Development and Medical Affairs at Vertex from January 2014 to April 2018 and was a member of the Vertex Executive Committee. From December 1990 to December 2013, he worked at Merck & Co., Inc. (NYSE: MRK), where he served in a number of positions including Head of Infectious Diseases and Vaccines Global Development from August 2013 to December 2013, Senior Vice President of Global Scientific Strategy (Infectious Disease, Respiratory & Immunology) from January 2013 to August 2013 and Senior Vice President of Late Stage Development from March 2011 to January 2013. Dr. Chodakewitz is a Diplomate of the National Board of Medical Examiners and the American Board of Internal Medicine (both Internal Medicine and Infectious Disease). Dr. Chodakewitz has served as a member of the board of directors of Praxis Precision Medicines, Inc. (Nasdaq: PRAX) since April 2021, Schrodinger, Inc. (Nasdaq: SDGR) since April 2020. Dr. Chodakewitz previously served on the board of Freeline Therapeutics Holdings plc. (formerly Nasdaq: FRLN) from September 2019 to February 2024, and of public company Tetraphase Pharmaceuticals Inc. (formerly Nasdaq: TTPH) from June 2014 to July 2020, which was acquired by La Jolla Pharmaceutical Company in July 2020. He holds a B.S in Biochemistry cum laude from Yale University and an M.D. from the Yale University School of Medicine. We believe Dr. Chodakewitz is qualified to serve on our board of directors because of his extensive experience working for various pharmaceutical and biotechnology companies. Steve Dubin, J.D. has served as a member of our board of directors since the completion of the Merger. Since November 2011, Mr. Dubin has been a Principal in SDA Ventures LLC, a firm focused on assisting emerging growth and middle-market companies, primarily in the health & wellness and nutritional products markets, on matters including corporate development, business acquisition, customer relations, growth strategies and corporate finance. From 2006 until its acquisition by Koninklijke DSM N.V. (DSM) in February 2011, Mr. Dubin served as Chief Executive Officer and a member of the board of directors of Martek Biosciences Corporation (Martek). He later served as President of DSM’s Nutritional Lipids Division from February 2011 through October 2011 and as a Senior Advisor to DSM Nutritional Products from November 2011 through October 2012. After joining Martek in 1992 and serving in various management positions, including Chief Financial Officer, Treasurer, Secretary, General Counsel and Senior Vice President, Business Development, he served as President of Martek from 2003 to 2006. Mr. Dubin currently serves as a member of the board of directors of privately held companies Triton Algae Innovations, Ltd., Phytolon LTD and Exosomm LTD. From May 2013 to March 2024, Mr. Dubin served on the board of directors of Alcresta Therapeutics, Inc. Mr. Dubin is a certified public accountant and a member of the Maryland Bar. He holds a bachelor’s degree in accounting from the University of Maryland and a J.D. from the National Law Center at George Washington University. We believe Mr. Dubin is qualified to serve on our board of directors because of his accounting experience and extensive experience working with emerging growth and middle-market companies. Michael Grissinger has served as a member of our board of directors since April 2025. Mr. Grissinger spent 22 years at Johnson & Johnson and retired in 2018. During his Johnson & Johnson tenure, Mr. Grissinger served in a variety of senior-level management roles including Vice President and Head of Worldwide Pharmaceutical Licensing and Vice President and Head of Worldwide Pharmaceutical Corporate Development and M&A. Mr. Grissinger also led the Immunology Therapeutic Area Business Development and Licensing Group and was a member of the Immunology R&D/Commercial leadership team for Johnson & Johnson’s Worldwide Immunology Franchise. Prior to Johnson & Johnson, Mr. Grissinger spent 12 years at Ciba-Geigy AG in finance, marketing, and business development roles. Mr. Grissinger serves as a member of the board of directors of Aprea Therapeutics, Inc. (Nasdaq: APRE) since May 2022, and three privately-held biotechnology companies, Envisagenics, Inc, AnaCardio AB, and NephroDI Therapeutics, Inc. From January 2018 to December 2024, Mr. Grissinger served as a member of the board of directors of Akari Therapeutics, Plc (Nasdaq: AKTX). Mr. Grissinger also served as a member of the board of directors of resTORbio from November 2018 until the completion of the Merger in September 2020. Mr. Grissinger holds a B.Sc. in Chemistry from Juniata College and an MBA from Temple University, Fox School of Business. We believe Mr. Grissinger is qualified to serve on our board of directors because of his extensive experience working for various pharmaceutical and biotechnology companies.

  9. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) Lloyd Klickstein, M.D., Ph.D. has served as a member of our board of directors since August 2024. Dr. Klickstein has served as president and chief executive officer of Koslapp Therapeutics, Inc. since April 2024. From February 2021 to March 2024, Dr. Klickstein served as the founding chief executive officer and subsequently as president and chief executive officer of Versanis Bio, Inc., a biopharmaceutical company that addressed medical conditions prevalent in older adults. Previously, Dr. Klickstein served as chief innovation officer of Adicet Bio from September 2020 to February 2021 and as chief scientific officer of resTORbio from May 2018 to September 2020. Prior to joining resTORbio, Dr. Klickstein was Head of Translational Medicine for the New Indication Discovery Unit (NIDU) and the Exploratory Disease Area (DAx) at Novartis Institutes for Biomedical Research. Dr. Klickstein received his B.S. degree from Tufts University, his M.D. and Ph.D. degrees from Harvard University, completed post-graduate clinical training in Internal Medicine, Rheumatology & Immunology at BWH and a post-doctoral research fellowship at the Center for Blood Research in Boston. We believe Dr. Klickstein is qualified to serve on our board of directors because of his expertise and experience working for various pharmaceutical and biotechnology companies. Andrew Sinclair, Ph.D. has served as a member of our board of directors since March 2021. Dr. Sinclair is currently a partner at Abingworth LLP (Abingworth), a life sciences investment group. He has been at Abingworth since November 2008 where he has served in various positions focusing on investments in public and private biotech and pharmaceutical companies. Prior to joining Abingworth, he was senior equity analyst, director at HSBC Global Markets, where he was responsible for investment research in the mid-cap pharmaceutical sector. Previously, Dr. Sinclair held biotechnology analyst positions at Credit Suisse and SG Cowen. Dr. Sinclair has served on the board of directors of Soleno Therapeutics, Inc. (Nasdaq: SLNO) since December 2018 and previously served on the boards of directors of Sierra Oncology, Inc. (acquired by GSK plc) from November 2019 to July 2022, and Verona Pharma plc (Nasdaq: VRNA) from July 2016 to April 2022. Dr. Sinclair received his B.Sc. in Microbiology from King's College London and his Ph.D. in Chemistry and Genetic Engineering at the BBSRC Institute of Plant Science, Norwich, United Kingdom. Dr. Sinclair qualified as a chartered accountant, formerly with KPMG LLP. We believe Dr. Sinclair is qualified to serve on our board of directors due to his extensive background in strategic development within the biotechnology and pharmaceutical industries. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this Proxy Statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

  10. Director Compensation

    Director Compensation The table below shows all compensation earned by or paid to our non-employee directors during 2024. Mr. Schor, our chief executive officer, did not receive any compensation for his services as director in 2024 and, consequently, is not included in this table. The compensation received by Mr. Schor during 2024 is set forth in the section of this Proxy Statement captioned “Executive Compensation—Summary Compensation Table.”

  11. Director Compensation

    | Name | Fees Earned ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total ($) | | Jeffrey Chodakewitz, M.D. | 45,000 | 8,496 | 27,298 | 80,794 | | Steve Dubin | 59,000 | 8,496 | 27,298 | 94,794 | | Carl L. Gordon, Ph.D. | 80,000 | 8,496 | 27,298 | 115,794 | | Aya Jakobovits, Ph.D. | 45,000 | 8,496 | 27,298 | 80,794 | | Michael Kauffman, M.D. Ph.D.(4) | 27,978 | 8,496 | 27,298 | 63,772 | | Lloyd Klickstein, M.D. Ph.D.(5) | 16,141 | — | 79,636 | 95,777 | | Katie Peng | 47,500 | 8,496 | 27,298 | 83,294 | | Andrew Sinclair, Ph.D. | 55,500 | 8,496 | 27,298 | 91,294 |

  12. Director Compensation

    (1) Amounts represent cash compensation for services rendered by each member of the board of directors. (2) Amounts shown reflect the grant date fair value of stock option and restricted stock unit awards granted during 2024. The grant date fair value was computed in accordance with FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the stock options and RSU awards and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options. See Note 12 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 regarding certain assumptions underlying the valuation of equity awards. The following table shows the number of outstanding stock options and restricted stock units held by our directors as of December 31, 2024:

  13. Director Compensation

    | Name | Number of Shares Underlying Outstanding Stock Options | Number of Shares Underlying Unvested Restricted Stock Units | | Jeffrey Chodakewitz, M.D. | 119,800 | 5,900 | | Steve Dubin | 119,800 | 5,900 | | Carl L. Gordon, Ph.D. | 119,800 | 5,900 | | Aya Jakobovits, Ph.D. | 119,800 | 5,900 | | Michael Kauffman, M.D. Ph.D. | — | — | | Lloyd Klickstein, M.D. Ph.D. | 150,200 | — | | Katie Peng | 96,600 | 5,900 | | Andrew Sinclair, Ph.D. | 126,800 | 5,900 |

  14. Director Compensation

    Dr. Kauffman resigned from our board of directors, effective August 19, 2024. His cash fees earned represent a pro-rated amount from January 1, 2024 through August 19, 2024, the date he ceased being a member of our board of directors. (5) Dr. Klickstein was appointed to the board, effective August 19, 2024. Dr. Klickstein received an initial stock option grant to purchase 70,200 shares of the Company’s common stock. In addition, Dr. Klickstein replaced Dr. Kauffman as a member of the Nominating and Corporate Governance Committee, effective August 19, 2024. His cash fees earned represent a pro-rated amount from August 19, 2024 through December 31, 2024. Under our director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  15. Director Compensation

    | | Member Annual Fee | Chairperson Additional Annual Fee | | Board of Directors | $40,000 | $30,000 | | Audit Committee | 7,500 | 15,000 | | Compensation Committee | 5,000 | 10,000 | | Nominating and Corporate Governance Committee | 4,000 | 8,000 |

  16. Director Compensation

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of the board of directors and committees thereof. In addition, effective as of January 24, 2023, each new non-employee director elected to our board of directors will be granted an initial, one-time award of a stock option to purchase 70,200 shares, which shall vest in thirty-six (36) equal monthly installments over a three-year period from the date of grant, subject to continued service as a director through each such vesting date. Additionally, on the date of each annual meeting of stockholders of our company, each continuing non-employee director will receive an annual equity award of 26,400 options and 5,900 restricted stock units which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting of stockholders; provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board of directors determines that the circumstances warrant continuation of vesting. This non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  17. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding compensation award to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities during the fiscal year ended December 31, 2024. The following table also presents information regarding compensation awarded to, earned by, and paid to each such individual during the fiscal years ended December 31, 2024 and December 31, 2023, to the extent such individual was a named executive officer for such year.

  18. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Chen Schor, MBA | 2024 | 627,594 | 168,720 | 3,587,633 | 241,780 | 18,638(5) | 4,644,365 | | President and Chief Executive Officer | 2023 | 606,052 | 773,775 | 4,328,064 | 250,346 | 15,570 | 5,973,807 | | Nick Harvey, MBA | 2024 | 461,694 | 63,120 | 849,165 | 129,360 | 20,087(6) | 1,523,426 | | Chief Financial Officer | 2023 | 445,538 | 236,205 | 1,301,545 | 133,830 | 15,570 | 2,132,688 | | Blake Aftab, Ph.D. | 2024 | 470,692 | 47,280 | 732,479 | 131,880 | 91,245(8) | 1,473,576 | | Chief Scientific Officer and Senior Vice President(7) | | | | | | | | | Francesco Galimi, M.D., Ph.D. | 2024 | 485,150 | 63,120 | 849,591 | - | 449,911(9) | 1,847,772 | | Former Chief Medical Officer(7) | | | | | | | |

  19. 2024 Summary Compensation Table

    (1) The amounts reported in the “Salary” column set forth the base salary earned during each fiscal year. (2) In accordance with SEC rules, these columns set forth the aggregate grant date fair value of the stock awards and option awards, as applicable, granted during the applicable fiscal year. For 2023, the amounts also reflect the incremental fair value with respect to the option repricing that took place in August 2023, calculated as of August 14, 2023. The amounts are computed in accordance with the provisions of FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the equity awards and do not correspond to the actual economic value that may be received by the named executive officer upon exercise of the stock options or vesting or settlement of stock awards. See Note 12 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 regarding certain assumptions underlying the valuation of equity awards. (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column set forth the amount of compensation earned by the executive officers under the Company’s annual performance-based bonus program during each fiscal year. (4) The amounts reported in the “All Other Compensation” column set forth all of the compensation for each fiscal year that we could not properly report in any other column of the table, including, but not limited to, severance pay as well as the incremental cost to the Company of perquisites and other personal benefits, such as parking reimbursement, relocation assistance, 401(k) match contributions and mobile phone allowances. (5) Amount includes parking reimbursement of $2,393, 401(k) matching contributions of $15,525 and mobile phone allowance of $720. Amount includes parking reimbursement of $3,842, 401(k) matching contributions of $15,525 and mobile phone allowance of $720. Drs. Galimi and Aftab were not named executive officers in fiscal year 2023 and, therefore, their 2023 compensation is not disclosed in this summary compensation table. Additionally, Dr. Galimi resigned from his position as chief medical officer, effective December 13, 2024. Amount includes relocation assistance of $75,000, 401(k) matching contributions of $15,525 and mobile phone allowance of $720. (9) Amount includes severance pay of $433,666 as per the terms of Dr. Galimi's employment agreement and separation agreement and release. See section titled “Employment Arrangements with Our Named Executive Officers” below for additional information on Dr. Galimi's employment agreement and separation agreement and release. Amount also includes 401(k) matching contributions of $15,525 and mobile phone allowance of $720.

  20. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table presents information regarding all outstanding stock options and stock awards held by each of our named executive officers on December 31, 2024. All equity awards in the table below were granted under our equity compensation plans.

  21. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards(1) | | | | Stock Awards | | | | Grant Date and Vesting Commencement Date | Number of Securities Underlaying Unexercised Options(#) | | Option Exercise Price($)(2) | Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($)(3) | | Name | | Exercisable | Unexercisable | | | | | | Chen Schor(4) | 9/15/2020 | 36,857 | — | 2.14 | 12/5/2029 | — | — | | Chen Schor(4) | 9/17/2020 | 872,111 | — | 2.14 | 9/17/2030 | — | — | | Chen Schor(5) | 1/13/2021 | 235,000 | 5,000 | 2.14 | 1/12/2031 | — | — | | Chen Schor(5) | 2/12/2021 | 404,033 | 17,567 | 2.14 | 2/11/2031 | — | — | | Chen Schor(5) | 1/7/2022 | 215,104 | 79,896 | 2.14 | 1/6/2032 | — | — | | Chen Schor(6) | 1/24/2023 | — | — | — | — | 57,000 | 54,720 | | Chen Schor(5) | 1/24/2023 | 184,431 | 200,469 | 2.14 | 1/23/2033 | — | — | | Chen Schor(7) | 1/24/2024 | — | — | — | — | 70,300 | 67,488 | | Chen Schor(5) | 1/24/2024 | 255,956 | 860,947 | 2.40 | 1/23/2034 | — | — | | Chen Schor(5) | 1/26/2024 | 405,722 | 1,364,705 | 2.53 | 1/25/2034 | — | — | | Nick Harvey(8) | 1/13/2021 | 88,125 | 1,875 | 2.14 | 1/12/2031 | — | — | | Nick Harvey(8) | 2/12/2021 | 27,025 | 1,175 | 2.14 | 2/11/2031 | — | — | | Nick Harvey(5) | 1/7/2022 | 91,145 | 33,855 | 2.14 | 1/6/2032 | — | — | | Nick Harvey(6) | 1/24/2023 | — | — | — | — | 17,400 | 16,704 | | Nick Harvey(5) | 1/24/2023 | 56,158 | 61,042 | 2.14 | 1/23/2033 | — | — | | Nick Harvey(4) | 8/14/2023 | 176,308 | — | 2.14 | 8/13/2033 | — | — | | Nick Harvey(7) | 1/24/2024 | — | — | — | — | 26,300 | 25,248 | | Nick Harvey(5) | 1/24/2024 | 66,005 | 222,017 | 2.40 | 1/23/2034 | — | — | | Nick Harvey(5) | 1/26/2024 | 85,898 | 288,931 | 2.53 | 1/25/2034 | — | — | | Blake Aftab(8) (9) | 4/30/2021 | 45,833 | 4,167 | 2.14 | 4/29/2031 | — | | | Blake Aftab(8) | 10/12/2021 | 44,112 | 12,500 | 2.14 | 10/11/2031 | — | — | | Blake Aftab(8) | 1/7/2022 | 91,145 | 33,855 | 2.14 | 1/6/2032 | — | — | | Blake Aftab(8) (10) | 5/10/2022 | 40,000 | 20,000 | 2.14 | 5/9/2022 | — | — | | Blake Aftab(6) | 1/24/2023 | — | — | — | — | 17,400 | 16,704 | | Blake Aftab(5) | 1/24/2023 | 56,158 | 61,042 | 2.14 | 1/23/2033 | — | — | | Blake Aftab(7) | 1/24/2024 | — | — | — | — | 19,700 | 18,912 | | Blake Aftab(5) | 1/24/2024 | 55,268 | 185,905 | 2.40 | 1/23/2034 | — | — | | Blake Aftab(5) | 1/26/2024 | 77,208 | 259,703 | 2.53 | 1/25/2034 | — | — | | Francesco Galimi(8) | 10/15/2019 | 113,652 | — | 2.14 | 3/13/2025 | — | — | | Francesco Galimi(5) | 9/17/2020 | 77,269 | — | 2.14 | 3/13/2025 | — | — | | Francesco Galimi(5) | 1/13/2021 | 72,297 | — | 2.14 | 3/13/2025 | — | — | | Francesco Galimi(5) | 2/12/2021 | 25,441 | — | 2.14 | 3/13/2025 | — | — | | Francesco Galimi(5) | 1/7/2022 | 91,145 | — | 2.14 | 3/13/2025 | — | — | | Francesco Galimi(5) | 1/24/2023 | 53,716 | — | 2.14 | 3/13/2025 | — | — | | Francesco Galimi(5) | 1/24/2024 | 60,027 | — | 2.40 | 3/13/2025 | — | — | | Francesco Galimi(5) | 1/26/2024 | 78,141 | — | 2.53 | 3/13/2025 | — | — |

  22. Outstanding Equity Awards at 2024 Fiscal Year End Table

    All equity awards listed in this table were granted pursuant to our 2015 Plan and 2018 Plan. (2) For options granted prior to August 13, 2023, the option exercise prices reflects the effect of the option repricing which took effect on August 14, 2024 and reduced the exercise price of outstanding options under the 2018 and 2015 Plans to $2.14. Options granted after August 14, 2023 have an exercise price equal to the closing stock price on the date of grant. (3) The market value is based on the closing price of our common stock on December 31, 2024, the last trading day of our fiscal year 2024, in the amount of $0.96 per share. Represents fully vested shares of common stock subject to this option. 1/48th of the shares subject to the option vest on each of the next forty-eight (48) monthly anniversaries of the vesting commencement date, provided that the optionee remains in continuous service as of the applicable vesting date. Restricted Stock Units (RSUs) vest in three (3) annual installments, with 1/3 vesting on each of January 24, 2024, January 24, 2025 and January 24, 2026. (7) Restricted Stock Units (RSUs) vest in three (3) annual installments, with 1/3 vesting on each of January 24, 2025, January 24, 2026 and January 24, 2027. (8) 25% of the shares subject to the option vest twelve (12) months after the vesting commencement date, and 1/36th of the remaining unvested shares subject to the option vest on each of the next thirty-six (36) monthly anniversaries of the vesting commencement date thereafter, provided that the optionee remains in continuous service as of the applicable vesting date. (9) The vesting commencement date for this grant is April 5, 2021. (10) The vesting commencement date for this grant is April 29, 2022.

  23. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (PEO) and the other named executive officers (NEOs) (as calculated in accordance with Item 402(v) of Regulation S-K).

  24. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(5) | Net Loss ($) (thousands)(6) | | 2024 | $4,644,365 | 2,548,662 | 1,614,925 | 933,986 | 4.81 | (117,122) | | 2023 | $5,973,807 | (498,108) | 2,111,074 | 266,832 | 9.45 | (142,658) | | 2022 | $3,988,018 | (3,559,943) | 2,234,285 | 683,013 | 44.70 | (69,790) |

  25. PAY VERSUS PERFORMANCE

    (1) Includes amounts paid to Chen Schor, our PEO in 2024, 2023 and 2022. (2) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid.

  26. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Summary Compensation Table Value of Equity Awards ($)(a) | Equity Award Adjustments($)(b) | Compensation Actually Paid to PEO ($) | | 2024 | 4,644,365 | 3,756,353 | 1,660,650 | 2,548,662 | | 2023 | 5,973,807 | 5,101,839 | (1,370,076) | (498,108) | | 2022 | 3,988,018 | 3,088,443 | (4,459,518) | (3,559,943) |

  27. PAY VERSUS PERFORMANCE

    (a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each fiscal year include the following: (i) the addition (or subtraction, if applicable) of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on such awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of the amount reported in the “Total” column of the Summary Compensation Table for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  28. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Awards Adjustments ($) | | 2024 | 1,329,213 | (270,227) | 615,262 | (13,598) | - | - | 1,660,650 | | 2023 | 676,230 | (818,548) | 487,428 | (1,715,186) | - | - | (1,370,076) | | 2022 | 1,290,245 | (5,126,641) | 599,514 | (1,222,636) | - | - | (4,459,518) |

  29. PAY VERSUS PERFORMANCE

    (3) Non-PEO NEOs for 2024 include Nick Harvey, Francesco Galimi and Blake Aftab, for 2023, include Nick Harvey and Donald Healey, and for 2022, include Francesco Galimi and Blake Aftab. (4) The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

  30. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Summary Compensation Table Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,614,925 | (868,252) | 187,313 | 933,986 | | 2023 | 2,111,074 | (1,510,436) | (333,806) | 266,832 | | 2022 | 2,234,285 | (1,556,584) | 5,312 | 683,013 |

  31. PAY VERSUS PERFORMANCE

    (a) The amounts reported represent the average of the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each fiscal year include the amounts noted in footnote 1(a). The amounts deducted or added in calculating the equity award adjustments are as follows:

  32. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Equity Award Adjustments ($)(b) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | 195,597 | (62,175) | 133,837 | (27,330) | (52,616) | - | 187,313 | | 2023 | 405,712 | (445,603) | 148,419 | (442,334) | - | - | (333,806) | | 2022 | 652,226 | (770,714) | 379,319 | (255,520) | - | - | 5,311 |

  33. PAY VERSUS PERFORMANCE

    (5) Total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

  34. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Since we are a clinical stage research and development company, with no recurring revenue, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Loss Because we are not a commercial-stage company, we did not have any revenue during the periods presented, other than non-recurring revenue in 2022 associated with a third party collaboration agreement. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.