DEF 14A of Palvella Therapeutics, Inc., Apr 30, 2025

DEF 14A of Palvella Therapeutics, Inc.

Filed Apr 30, 2025 · FY20240001104659-25-042493

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Elaine J. Heron, Ph.D. and Tadd S. Wessel as Class II directors, each to serve for a three-year term expiring at our 2028 Annual Meeting of Stockholders. The number of members of our Board of Directors (the “Board”), is currently set at six members and is divided into three classes, each of which consists of two directors and has a three-year term. The term of office of our Class II directors expires at the Annual Meeting. We are nominating Elaine J. Heron, Ph.D. and Tadd S. Wessel for election at our Annual Meeting to serve until the 2028 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The two nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Elaine J. Heron, Ph.D. and Tadd S. Wessel. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

    CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

  4. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

    | ELAINE J. HERON, PH.D. | | | | Age: 77 Director Since: 2024 | Committee Memberships: Audit; Nominating and Corporate Governance (Chair) | Other Public Directorships: Vaxart, Inc.; BioMarin Pharmaceutical Inc. | | Elaine J. Heron, Ph.D. has served as a member of our Board since December 2024. From February 2009 to October 2015, Dr. Heron served as Chair and CEO of Amplyx Pharmaceuticals, Inc., a private drug development company acquired by Pfizer, Inc. in April 2021. Dr. Heron currently serves on the boards of Vaxart, Inc., a public clinical-stage biotechnology company, BioMarin Pharmaceutical Inc., a public global biotechnology company, Visgenx, Inc., a private early-stage therapeutics company, Watershed Medical, Inc., a private clinical-stage therapeutics company, and BlueWhale Bio, Inc., a private biotechnology company. Dr. Heron is also an advisor to Kyto Technology and Life Science, Inc. and Cairn Biosciences, Inc. From July 2001 to October 2008, Dr. Heron was Chair and CEO of Labcyte Inc., a private biotechnology company. Before joining Labcyte Inc., Dr. Heron spent six years in positions of increasing responsibility at the Applied Biosystems Group of Applera Corporation, a biotechnology company, including the position of General Manager and Vice President of Sales and Marketing. Dr. Heron earned a B.S. in chemistry with highest distinction and a Ph.D. in analytical biochemistry from Purdue University and an M.B.A. from Pepperdine University. | | | | Skills & Qualifications: We believe Dr. Heron is qualified to serve on our Board because of her extensive experience in life science sales and marketing, finance and accounting, corporate governance matters and research and development. | | |

  5. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

    | TADD S. WESSEL | | | | Age: 49 Director Since: 2024 | Committee Memberships: Compensation; Nominating and Corporate Governance | Other Public Directorships: None. | | Tadd S. Wessel has served as a member of our Board since December 2024. Mr. Wessel also served as a member of Legacy Palvella’s board of directors from January 2023 until December 2024. Mr. Wessel is the founder and Managing Partner of Petrichor, a private investment firm focused on the healthcare sector, a role he has held since January 2017. He is also a founder and Managing Partner of Scion Life Sciences, an affiliate of Petrichor, a position he has held since September 2020. Mr. Wessel has more than 25 years of experience, primarily focused on investing and building companies in the life sciences sectors. Previously, he was a Partner at OrbiMed Advisors LLC (“OrbiMed”) where he led the build-out of the structured investment business. Prior to OrbiMed, Mr. Wessel was a Vice President at Fortress Investment Group focused on healthcare investments. Mr. Wessel began his career in the life sciences investment banking groups at Citigroup and Robertson Stephens. Mr. Wessel has served on more than 30 boards most recently including Aurion Biotech and ITM Isotope Technologies Munich SE. He also serves on the Advisory Board of the AIM at Melanoma Foundation, whose mission is dedicated to finding more effective treatments and, ultimately, the cure for melanoma, and on the Board of the International Centers for Precision Oncology (ICPO) whose mission is to scale access of molecularly targeted precision oncology diagnostics and therapeutics for the benefit of cancer patients globally. Mr. Wessel holds an AB in biology from Princeton University. | | | | Skills & Qualifications: We believe Mr. Wessel is qualified to serve on our Board because of his extensive experience in the healthcare and finance industries. | | |

  6. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  7. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  8. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | WESLEY H. KAUPINEN | | | | Age: 47 Director Since: 2024 | Committee Memberships: None. | Other Public Directorships: None. | | Wesley H. Kaupinen has served as our President and Chief Executive Officer and as a member of our Board since December 2024. Mr. Kaupinen previously served as Legacy Palvella’s Chief Executive Officer and as a member of the Legacy Palvella board of directors since December 2015 until December 2024, and was further appointed President in August 2016. Prior to founding Legacy Palvella, Mr. Kaupinen served as Senior Vice President, Corporate Development and Commercialization at Insmed, Inc., a publicly traded commercial stage biopharmaceutical company focused on developing novel therapies to treat serious rare diseases, from 2013 to August 2015. Previously, Mr. Kaupinen was a Principal at Quaker Partners, an investment firm focused on public market and venture capital investments in innovative life sciences companies, and an associate in the healthcare group at Apax Partners, a global private equity firm. Mr. Kaupinen is a member of the board of directors of Primrose Bio, a private equity-backed company focused on developing and licensing its manufacturing technologies for nucleic acids and proteins used in therapeutics and vaccines. Mr. Kaupinen previously served on the board of directors of Biocoat Holdings, LLC (acquired by GTCR), Intact Vascular, Inc. (acquired by Royal Philips), and TELA Bio, Inc. (NASDAQ: TELA). Earlier in his career, Mr. Kaupinen also held commercial and general management positions at Synthes (now a part of Johnson & Johnson) and Johnson & Johnson Cordis Cardiology. Mr. Kaupinen earned an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. in Economics from the University of Virginia. | | | | Skills & Qualifications: We believe Mr. Kaupinen is qualified to serve on our Board because of his knowledge of Legacy Palvella’s business, as well as his extensive leadership experience and successful record of commercial operations and product pipeline development. | | |

  9. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | CHRISTOPHER KIRITSY | | | | Age: 60 Director Since: 2016 | Committee Memberships: Audit; Nominating and Corporate Governance | Other Public Directorships: None. | | Christopher Kiritsy has served as a member of our Board since September 2016. Mr. Kiritsy is founder and managing member of Precision Kapital, LLC, a private investment and advisory firm, a role he has held since 2018. Prior to forming Precision Kapital, Mr. Kiritsy co-founded Arisaph Pharmaceuticals, Inc. (“Arisaph”) and served as Arisaph’s President and Chief Executive Officer from 2005 through March 2018. At Arisaph, Mr. Kiritsy oversaw the development of a broad preclinical and clinical pipeline, taking several cardiometabolic products into clinical development. Additionally, Mr. Kiritsy employed a unique, shareholder friendly financing strategy, raising nearly two thirds of all capital nondilutively through royalty monetization and grant funding. Prior to Arisaph, Mr. Kiritsy served as Executive Vice President, Corporate Development and Chief Financial Officer of Kos Pharmaceuticals, Inc. (“Kos”) and was responsible for finance, corporate communications, strategic planning, and business development functions. During his decade long tenure, Mr. Kiritsy raised approximately $500 million in public equity capital, including Kos’ initial public offering, and spearheaded 10 major corporate development transactions, including product acquisitions, in/out licensing and co-promotion arrangements. Mr. Kiritsy played a central role in building Kos from a start-up into publicly traded, profitable, 1,000 person fully-integrated company, where Kos internally developed and commercialized the blockbuster Niaspan® franchise. Kos was acquired by Abbott Laboratories for $4 billion in 2006. Mr. Kiritsy previously served on the board of directors of HTG Molecular Diagnostics, Inc. In addition, Mr. Kiritsy previously served as a board member and audit committee chair of Melinta Pharmaceuticals, Inc., as a board member of Arisaph and as chairman of the board of Avaxia Biologics, Inc. Mr. Kiritsy received his A.B. in Biology from Bowdoin College and his M.B.A. at night from Boston University School of Business. Mr. Kiritsy is a seasoned entrepreneur, possessing 30 years of unique business and technical experience, and a track record of building successful fully integrated biopharma businesses. | | | | Skills & Qualifications: We believe Mr. Kiritsy is qualified to serve on our Board based on his considerable experience in the pharmaceutical industry and his expertise in finance and corporate development. | | |

  10. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  11. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | GEORGE M. JENKINS | | | | Age: 73 Director Since: 2024 | Committee Memberships: Audit (Chair) | Other Public Directorships: None. | | George M. Jenkins has served as a member of our Board since December 2024. Mr. Jenkins also served as a member of Legacy Palvella’s board of directors from March 2017 and as its Chair since January 2018, each until December 2024. From 1987 until 2005, Mr. Jenkins was a general partner of Apax Partners, a global private equity firm where he served as chief operating officer. Mr. Jenkins currently serves as a board member of several private companies, including Conventus Orthopaedics, Inc. He has previously served on the board of various public and private companies, including SkinMedica (acquired by Allergan plc), Colorescience, Sunglass Hut and Spyder Active Sports. Mr. Jenkins holds an M.B.A. from Pace University and a B.A. in Economics from Lafayette College, where he currently serves as a Trustee Emeritus. | | | | Skills & Qualifications: We believe Mr. Jenkins is qualified to serve on our Board because of his extensive experience in healthcare investment management as well as his executive leadership and directorship experience. | | |

  12. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | TODD C. DAVIS | | | | Age: 64 Director Since: 2024 | Committee Memberships: Compensation (Chair); Nominating and Corporate Governance | Other Public Directorships: Ligand Pharmaceuticals Incorporated | | Todd C. Davis has served as a member of our Board since December 2024. Mr. Davis previously served as a member of Legacy Palvella’s board of directors from April 2017 until December 2024. Mr. Davis currently serves as Chief Executive Officer of Ligand Pharmaceuticals Incorporated (“Ligand”), a role he has held since December 2022. He is the founder and managing partner of RoyaltyRx Capital, LLC, a special opportunities investment firm, a position he has held since September 2018. From 2006 until January 2018, Mr. Davis was a Co-founder and Managing Partner of Cowen/HealthCare Royalty Partners, a global healthcare investment firm. Previously, Mr. Davis was a Partner at Paul Capital Partners, where he co-managed that firm’s royalty investments as a member of the Royalty Management Committee from 2004 to 2006. He also served as a Partner responsible for biopharmaceutical growth equity investments at Apax Partners from 2001 to 2004. Mr. Davis began his business career in various sales and product management roles at Abbott Laboratories where he held several commercial roles of increasing responsibility during the period from 1990 to 1995. He subsequently held general management, business development, and licensing roles at Elan Pharmaceuticals, LLC from 1997 to 2001. Mr. Davis currently serves as a member of the board of directors and the Executive Chairman of Benuvia Holdings, Inc., a private pharmaceutical holding company, and a member of the board of directors of Virocell Biologics, a private contract manufacturing and development organization, and Channel Therapeutics Corporation, a privately held biotechnology company. Mr. Davis also currently serves a member of the board of directors of Ligand, a publicly held biopharmaceutical company, and previously served on the boards of Vaxart, Inc., a publicly held biotechnology company from 2021-2023 and BioDelivery Sciences International, Inc., a publicly held specialty pharmaceutical company acquired by Collegium Pharmaceutical, Inc. in 2022, from 2018 to 2022. Mr. Davis holds an M.B.A. from Harvard University and a B.S. from the U.S. Naval Academy. | | | | Skills & Qualifications: We believe Mr. Davis is qualified to serve on our Board because of his extensive experience in the healthcare industry and healthcare investment management as well as his experience as a director of a publicly held biopharmaceutical company. | | |

  13. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | CORPORATE GOVERNANCE AND RISK MANAGEMENT |

  14. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives. Our governance practices are documented in our Articles of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of our Board, or the Committees. Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at http://palvellatx.com under “Investors — Corporate Governance — Governance Documents.”

  15. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT During 2024, the pre-Merger Board’s Compensation and Management Development Committee engaged the services of Pearl Meyer & Partners LLC (“Pearl Meyer”), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the pre-Merger Company’s executive compensation program. Pearl Meyer performed services solely on behalf of the pre-Merger Board’s Compensation and Management Development Committee and has no relationship with the Company or management except as it may relate to performing such services. Pearl Meyer assisted the pre-Merger Board’s Compensation and Management Development Committee in defining our peer companies for executive compensation and practices, and in benchmarking our executive compensation program against the peer group. Pearl Meyer also assisted the pre-Merger Board’s Compensation and Management Development Committee in benchmarking our director compensation program and practices against those of our peers. In December 2024, the post-Merger Board’s Compensation Committee engaged the services of Radford, a subsidiary of Aon Hewitt Limited, to serve as our executive compensation consultant. Radford reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to performance. Radford does not provide services to us other than its advice to the Compensation Committee on executive and director compensation matters and certain consulting services related to the preparation of our pay versus performance disclosures.

  16. Communicate

    | DIRECTOR COMPENSATION |

  17. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Prior to closing of the Merger, our director compensation policy, provided for cash and equity-based compensation, pursuant to which each non-employee director received cash consideration for Board service of $35,000 per year with an additional $30,000 in cash consideration for the non-executive chair of the Board. Such directors also received an additional annual cash consideration for service as the chair of the audit committee, science and technology committee, compensation and management development committee and nominating and corporate governance committee of the Board in the amount of $15,000, $10,000, $10,000 and $8,000, respectively, and an annual cash consideration for service as a member of the audit committee, science and technology committee, compensation and management development committee and nominating and corporate governance committee of the Board in the amount of $7,500, $5,000, $5,000 and $4,000, respectively. Following the closing of the Merger, on December 13, 2024, the Board adopted a new non-employee director compensation policy. The compensation elements of our current non-employee director compensation policy are summarized in the table below:

  18. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | COMPENSATION ELEMENTS: NON-EMPLOYEE DIRECTOR COMPENSATION POLICY | | | CASH RETAINERS: | | | Annual Board Member Retainers | | | Member | $40,000 | | Chairperson (additional to Member retainer) | $30,000 | | Annual Committee Chair Retainers | | | Audit | $15,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $8,000 | | Annual Committee Member Retainers | | | Audit | $7,500 | | Compensation | $5,000 | | Nominating and Corporate Governance | $4,000 | | EQUITY AWARDS: | | | Initial Equity Grant | Option to purchase 24,700 shares of our common stock, vesting in 36 equal monthly installments, subject to the continued service of the grantee through the applicable vesting dates |

  19. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    On April 29, 2025, the Board approved an annual equity grant consisting of an option to purchase 12,350 shares of our common stock, vesting upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the subsequent annual meeting of stockholders after the grant date, in each case subject to the continued service of the grantee through the applicable vesting date.

  20. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2024 regarding the compensation of our non-employee directors. Mr. Kaupinen, our current President and Chief Executive Officer, and Mr. Yoder, our former President and Chief Executive Officer, are not in the table below because they received

  21. DIRECTOR COMPENSATION TABLE

    | DIRECTOR COMPENSATION (continued) |

  22. DIRECTOR COMPENSATION TABLE

    no separate compensation for their services as a director of our Company, and all of the compensation earned by Mr. Kaupinen and Mr. Yoder during our 2024 fiscal year as an executive officer of our Company is reflected in the Summary Compensation Table disclosed under the heading “Executive Compensation” below.

  23. DIRECTOR COMPENSATION TABLE

    | DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($)(1) | OPTION AWARDS ($)(2) | TOTAL (S) | | George M. Jenkins | — | 318,142 | 318,142 | | Todd C. Davis | — | 318,142 | 318,142 | | Christopher Kiritsy | 64,698 | 236,537 | 301,235 | | Tadd S. Wessel | — | 231,844 | 231,844 | | Elaine J. Heron, Ph.D. | — | 231,844 | 231,844 | | James Geraghty(3) | 82,613 | — | 82,613 | | Michael Richman(3) | 41,132 | — | 41,132 | | Ann Barbier, M.D., Ph.D.(3) | 40,115 | — | 40,115 | | Peter Kiener, D.Phil.(3) | 55,515 | — | 55,515 | | Matthew L. Sherman, M.D.(3) | 41,882 | — | 41,882 | | Maya R. Said, Sc.D.(3) | 40,115 | — | 40,115 |

  24. DIRECTOR COMPENSATION TABLE

    (1) Represents cash fees earned for service as a director for 2024. (2) Represents the aggregate grant date fair value of option awards made to each listed director in 2024 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (“ASC 718”). These amounts do not represent the actual amounts paid to or realized by the directors during 2024. See Note 2 and Note 10 to the consolidated financial statements included in our 2024 Annual Report regarding assumptions we made in determining the fair value of option awards. As of December 31, 2024, our directors held options to purchase shares of our common stock as follows: Mr. Jenkins: 43,125 shares; Mr. Davis: 40,804 shares; Dr. Heron: 29,342 shares; Mr. Kiritsy: 28,512 shares; and Mr. Wessel 24,700 shares. Mr. Geraghty, Mr. Richman, Dr. Barbier, Dr. Kiener, Dr. Sherman and Dr. Said did not hold any options or unvested shares as of December 31, 2025. In accordance with the Merger agreement, the director resigned from our board of directors and any board committees of which he or she was a member.

  25. DIRECTOR COMPENSATION TABLE

    | INDEPENDENT REGISTERED ACCOUNTING FIRM |

  26. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our named executive officers during the fiscal year ended December 31, 2024:

  27. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Wesley H. Kaupinen President and Chief Executive Officer | 2024 | 384,923 | 515,500 | 4,534,999 | — | 643 | 5,436,064 | | | 2023 | 375,462 | — | 209,858 | — | 643 | 585,963 | | Kathleen Goin Chief Operating Officer | 2024 | 381,440 | 257,520 | 485,612 | — | — | 1,124,572 | | | 2023 | 354,975 | 49,056 | 941,776 | — | — | 1,345,807 | | Jeffrey Martini, Ph.D. Chief Scientific Officer | 2024 | 320,755 | 209,680 | 1,336,328 | — | — | 1,866,763 | | | 2023 | 293,588 | 39,852 | 281,539 | — | — | 614,979 | | Stephen S. Yoder Former Chief Executive Officer | 2024 | 535,504 | — | — | — | 890,700 | 1,426204 | | | 2023 | 584,595 | 146,149 | 614,818 | — | 13,390 | 1,358,952 | | Thomas Bures Former Chief Financial Officer | 2024 | 383,482 | — | — | — | 560,217 | 943,699 | | | 2023 | 400,155 | 80,031 | 241,536 | — | 7,315 | 729,037 |

  28. SUMMARY COMPENSATION TABLE

    (1) Amounts shown are cash incentive payments earned in respect of 2024 or 2023 performance, as the case may be, and paid in 2024 or 2025. (2) The amounts reported represent the aggregate grant date fair value of stock options awarded to the NEOs during the 2024 and 2023 fiscal years, calculated in accordance with FASB ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 and Note 10 to our audited financial statements for the years ended December 31, 2023 and December 31, 2024, as applicable. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock options or any sale of any of the underlying shares of common stock. (3) Other compensation reflects the Company’s contribution to life insurance and company matching 401(k) contributions. For Mr. Yoder and Mr. Bures, this amount also includes separation payments pursuant to each person’s employment agreement of $876,900 and $560,217, respectively.

  29. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.

  30. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | OPTION AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXERCISE DATE | | Wesley H. Kaupinen | 9,824(1) | 11,609 | $9.79 | 2/22/2033 | | | 15,274(2) | 66,185 | $7.53 | 5/27/2034 | | | —(6) | 417,806 | $13.60 | 12/12/2034 | | Kathleen Goin | 11,857(3) | — | $7.14 | 10/29/2029 | | | 14,002(3) | — | $7.14 | 10/29/2029 | | | 25,776(4) | — | $9.08 | 10/14/2030 | | | 39,405(1) | 46,569 | $9.79 | 2/22/2033 | | | 4,681(1) | 5,532 | $9.79 | 2/22/2033 | | | 5,585(2) | 24,202 | $7.53 | 5/27/2034 | | | —(6) | 27,843 | $13.60 | 12/12/2034 | | Jeffrey Martini, Ph.D. | 32,272(5) | — | $9.08 | 10/11/2030 | | | 8,498(1) | 4,681 | $9.79 | 2/22/2033 | | | 4,681(1) | 5,532 | $9.79 | 2/22/2033 | | | 3,729(2) | 16,159 | $7.53 | 5/27/2034 | | | —(6) | 126,416 | $13.60 | 12/12/2034 | | Stephen S. Yoder | 6,151(7) | — | $121.60 | 2/12/2026 | | | 5,430(8) | — | $159.20 | 2/23/2027 | | | 4,064(9) | — | $684.80 | 2/20/2028 | | | 4,751(10) | — | $247.20 | 2/26/2029 | | | 5,251(11) | — | $252.00 | 2/27/2030 | | | 6,212(12) | — | $200.00 | 3/4/2031 | | | 5,379(13) | — | $242.20 | 2/22/2032 | | | 3,470(14) | — | $111.20 | 2/24/2033 | | Thomas Bures | 1,563(15) | — | $159.20 | 12/18/2027 | | | 892(10) | — | $247.20 | 2/26/2029 | | | 1,001(11) | — | $252.00 | 2/27/2030 | | | 1,759(12) | — | $200.00 | 3/4/2031 | | | 1,856(13) | — | $242.40 | 2/22/2032 | | | 1,362(14) | — | $111.20 | 2/24/2033 |

  31. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    This option was granted on February 23, 2023 and vests in 48 substantially equal monthly installments. Vesting of the award requires continued employment through the applicable vesting dates. This option was granted on May 28, 2024 and vests in 48 substantially equal monthly installments. Vesting of the award requires continued employment through the applicable vesting dates. (3) This option was granted on October 30, 2019, and vests as follows: 25% of the option shares vested on October 30, 2020, and the remaining 75% of the option shares vest in 36 substantially equal monthly installments thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (4) This option was granted on October 15, 2020, and vests in 48 substantially equal monthly installments. Vesting of the award requires continued employment through the applicable vesting dates. (5) This option was granted on October 12, 2020, and vests as follows: 25% of the option shares vested on October 12, 2021, and the remaining 75% of the option shares vest in 36 substantially equal monthly installments thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (6) This option was granted on December 13, 2024, and vests in 48 substantially equal monthly installments. Vesting of the award requires continued employment through the applicable vesting dates. (7) This option was granted on February 12, 2016 and vests as follows: 25% of the option shares vested on February 12, 2017, and the remaining 75% of the option shares vests in equal installments of 6.25% every three months until February 12, 2020. Vesting of the award requires continued employment through the applicable vesting dates. (8) This option was granted on February 23, 2017 and vests as follows: 25% of the option shares vested on January 1, 2018, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (9) This option was granted on February 20, 2018 and vests as follows: 25% of the option shares vested on January 1, 2019, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (10) This option was granted on February 26, 2019 and vests as follows: 25% of the option shares vested on February 26, 2020, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (11) This option was granted on February 27, 2020 and vests as follows: 25% of the option shares vested on February 27, 2021, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (12) This option was granted on March 4, 2021 and vests as follows: 25% of the option shares vested on March 4, 2022, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. (13) This option was granted on February 22, 2022 and vests as follows: 25% of the option shares vested on February 22, 2023, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. This option was granted on February 24, 2023 and vests as follows: 25% of the option shares vested on February 24, 2024, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates. This option was granted on December 18, 2017 and vests as follows: vests as follows: 25% of the option shares vested on December 18, 2018, and the remaining 75% of the option shares vests in equal installments of 6.25% every three-months thereafter. Vesting of the award requires continued employment through the applicable vesting dates.

  32. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation and Management Development Committee view the link between our performance and the pay of our principal executive officer, or PEO, and our NEOs.

  33. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR ($)(4) | Net Income (Loss) ($ Thousands)(5) | | 2024 | 1,426,204 | 5,148,564 | 1,379,772 | 4,551,549 | 1,195,278 | 1,270,466 | 3.97 | (17,434) | | 2023 | 1,358,952 | — | 553,945 | — | 717,241 | 448,400 | 4.81 | 18,691 | | 2022 | 2,062,843 | — | (526,880) | — | 954,079 | 190,343 | 27.51 | (33,277) |

  34. PAY VERSUS PERFORMANCE

    (1) Stephen Yoder was our PEO until December 2024 (First PEO). Wesley Kaupinen was our PEO since December 2024 (Second PEO). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  35. PAY VERSUS PERFORMANCE

    | 2022 | 2023 | 2024 | | Thomas Bures | Thomas Bures | Kathleen Goin | | Ahmed Mousa | Shane Olwill | Jeffrey Martini | | | | Thomas Bures |

  36. PAY VERSUS PERFORMANCE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  37. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Stock Awards and Option Awards for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2024 | 1,426,204 | — | (46,432) | 1,379,772 |

  38. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 5,148,564 | (4,534,999) | 3,937,984 | 4,551,549 |

  39. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,195,278 | (607,313) | 682,501 | 1,270,466 |

  40. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  41. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for First PEO ($) | Total- Inclusion of Equity Values for First PEO ($) | | 2024 | — | — | — | (3,947) | (42,485) | — | (46,432) |

  42. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($) | Total- Inclusion of Equity Values for Second PEO ($) | | 2024 | 3,835,258 | 85,753 | 13,796 | 3,177 | — | — | 3,937,984 |

  43. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total- Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 520,114 | 159,479 | 2,804 | 5,443 | (5,339) | — | 682,501 |

  44. PAY VERSUS PERFORMANCE

    Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. (5) The dollar amounts reported represent the amount of net income (loss) for Palvella Therapeutics as reported in the Company’s audited financial statements for 2024 and 2023, and the net income (loss) of legacy Pieris Pharmaceuticals, Inc. as reported for 2022. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the three most recently completed fiscal years. All information provided under the heading “Pay versus Performance” will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  45. PAY VERSUS PERFORMANCE

    | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |

  46. PAY VERSUS PERFORMANCE

    Since January 1, 2023, we have engaged in the following transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers, and holders of more than 5% of our voting securities. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

  47. Indemnification Agreements with Directors and Executive Officers

    Indemnification Agreements with Directors and Executive Officers Pieris entered into indemnification agreements with each of its directors and executive officers. Each of those indemnification agreements was in the form approved by the Pieris board of directors. Those indemnification agreements required that, under the circumstances and to the extent provided for therein, Pieris indemnified such persons to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by any such person as a result of such person being made a party to certain actions, suits, and proceedings by reason of the fact that such person was a director, officer, employee, or agent of Pieris, any entity that was a predecessor corporation of Pieris, or any of Pieris’ affiliates. The rights of each person who was a party to such an indemnification agreement were, in addition to any other rights such person might have had under applicable Nevada law, Pieris’ amended and restated articles of incorporation, Pieris’ amended and restated bylaws, any other agreement, a vote of Pieris stockholders, a resolution adopted by the Pieris board of directors, or otherwise.

  48. Indemnification Agreements with Directors and Executive Officers

    | EQUITY COMPENSATION PLAN INFORMATION |

  49. Indemnification Agreements with Directors and Executive Officers

    The following table sets forth certain information relating to our equity compensation plans as of December 31, 2024:

  50. Indemnification Agreements with Directors and Executive Officers

    | PLAN CATEGORY | Number of securities to be issued upon exercise of outstanding options and other rights (a) | Weighted- average exercise price of outstanding options and other rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders(1) | 1,750,973 | $21.50(2) | 2,447,168(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,750,973 | $21.50 | 2,447,168 |

  51. Indemnification Agreements with Directors and Executive Officers

    (1) Includes the following plans: Palvella Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Legacy Palvella Plan”), Palvella Therapeutics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), Pieris Pharmaceuticals, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Pieris Plan”), the Pieris Pharmaceuticals, Inc. 2016 Employee, Director and Consultant Equity Incentive Plan (the “2016 Pieris Plan”), the Pieris Pharmaceuticals, Inc. 2018 Employee, Director and Consultant Equity Incentive Plan (the “2018 Pieris Plan”), the Pieris Pharmaceuticals, Inc. 2019 Employee, Director and Consultant Equity Incentive Plan (the “2019 Pieris Plan”), the Pieris Pharmaceuticals, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2020 Pieris Plan”), and the Pieris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan (the “2018 Pieris ESPP”). (2) The weighted average exercise price is calculated based solely on outstanding stock options. As of December 31, 2024, 2,447,168 shares remained available for future issuance under the 2024 Plan. As of December 31, 2024, 0 shares remained available for future issuance under each of the 2019 Legacy Palvella Plan, 2014 Pieris Plan, 2016 Pieris Plan, 2018 Pieris Plan, 2019 Pieris Plan, 2020 Pieris Plan and 2018 Pieris ESPP.

  52. Indemnification Agreements with Directors and Executive Officers

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  53. Indemnification Agreements with Directors and Executive Officers

    The following table sets forth certain information regarding the beneficial ownership of common stock as of April 14, 2025, except to the extent otherwise indicated in the footnotes below, by (a) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock, (b) each of our NEOs, as identified in the “Summary Compensation Table” above (c) each of our directors (or nominee for director), and (d) all of our executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. For purposes of the table below, and in accordance with the rules of the SEC, we deem shares of common stock subject to options or warrants that are currently exercisable or exercisable within sixty days of April 14, 2025 to be outstanding and to be beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, we believe that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of ownership is based on 11,042,965 shares of our common stock issued and outstanding on April 14, 2025 and does not give effect to the exercise of pre-funded warrants. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Palvella Therapeutics, Inc., 125 Strafford Avenue, Suite 360, Wayne, Pennsylvania 19087.

  54. Indemnification Agreements with Directors and Executive Officers

    | NAME OF BENEFICIAL OWNER | NUMBER OF SHARES | PERCENTAGE | | Greater than 5% Holders: | | | | Entities affiliated with Biotechnology Value Fund, L.P.(1) | 1,145,004 | 9.9% | | Entities affiliated with Suvretta Capital Management, LLC(2) | 714,463 | 6.5% | | Entities affiliated with Samsara BioCapital, L.P.(3) | 679,486 | 6.2% | | Entities affiliated with Frazier Life Sciences Public Fund, L.P.(4) | 575,892 | 5.2% | | Integrated Finance Group(5) | 559,949 | 5.1% | | Directors and Named Executive Officers: | | | | Wesley H. Kaupinen(6) | 1,717,283 | 15.4% | | Kathleen Goin(7) | 129,270 | 1.2% | | Jeffrey Martini Ph.D.(8) | 81,205 | * | | George M. Jenkins(9) | 211,347 | 1.9% | | Todd C. Davis(10) | 124,886 | 1.1% | | Elaine J. Heron, Ph.D.(11) | 60,049 | * | | Christopher Kiritsy(12) | 7,741 | * | | Tadd S. Wessel(13) | 4,116 | * | | Stephen S. Yoder | — | * | | Thomas Bures | — | * | | All current directors and executive officers as a group (9 individuals)(14) | 2,346,641 | 20.5% |

  55. Indemnification Agreements with Directors and Executive Officers

    * Less than 1.0% Based solely on a Schedule 13G/A filed with the SEC on December 17, 2024 by Biotechnology Value Fund, L.P., or BVF, consists of (i) 371,916 shares of common stock held of record by BVF, (ii) 282,223 shares of common stock held of record by Biotechnology Value Fund II, L.P., or BVF II, (iii) 38,961 shares of common held of record by Biotechnology Value Trading Fund OS, L.P., or Trading Fund OS, (iv) 3,455 shares of common held of record by BVF Partners L.P., (v) 232,476 shares of common stock issuable upon exercise of pre-funded warrants held of record by BVF (and excluding for purposes of the 9.99% beneficial ownership limitation the additional 329,018 shares of common stock issuable upon exercise of pre-funded warrants held of record by BVF), (vi) 185,034 shares of common stock issuable upon exercise of pre-funded warrants held of record by BVF II (and excluding for purposes of the 9.99% beneficial ownership limitation the additional 260,748 shares of common stock issuable upon exercise of pre-funded warrants held of record by BVF II), (vii) 20,619 shares of common stock issuable upon exercise of pre-funded warrants held of record by Trading Fund OS (and excluding for purposes of the 9.99% beneficial ownership limitation the additional 24,151 shares of common stock issuable upon exercise of pre-funded warrants held of record by Trading Fund OS), and (viii) 10,320 shares of common stock issuable upon exercise of pre-funded warrants held of record by MSI BVF SPV, LLV, or MSI (and excluding for purposes of the 9.99% beneficial ownership limitation the additional 9,329 shares of common stock issuable upon exercise of pre-funded warrants held of record by MSI). These amounts exclude (i) 85 shares of Series A Convertible Preferred Stock held of record by BVF and its related entities, which is convertible into 1,133 shares of common stock, (ii) 4,026 shares of Series B Convertible Preferred Stock held of record by BVF and its related entities, which is convertible into 53,706 shares of common stock, (iii) 3,506 shares of Series C Convertible Preferred Stock held of record by BVF and its related entities, which is convertible into 46,770 shares of common stock, (iv) 3,000 shares of Series D Convertible Preferred Stock held of record by BVF and its related entities, which is convertible into 40,020 shares of common stock, and (v) 5,000 shares of Series E Convertible Preferred Stock held of record by BVF and its related entities, which is convertible into 66,700 shares of common stock. The pre-funded warrants and warrants may not be exercised if, after such exercise, BVF and its affiliates would beneficially own more than 9.99% of the number of shares of common stock then issued and outstanding. As a result of the limitation in the previous sentence, for purposes of the table above, a portion of the shares of common stock issuable upon the exercise of the pre-funded warrants are included and no shares of common stock are included from the warrants. BVF I GP LLC, or BVF GP, as the general partner of BVF, may be deemed to beneficially own the 604,392 shares held of record by BVF. BVF II GP LLC, or BVF II GP, as the general partner of BVF II, may be deemed to beneficially own the 467,257 shares held of record by BVF II. BVF Partners OS Ltd., Partner OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 59,580 shares held of record by Trading Fund OS. BVF GP Holdings LLC, or BVF GPH, as the sole member of each of BVF GP and BVF II GP, may be deemed to beneficially own the 1,071,649 shares held of record in the aggregate by BVF and BVF II. BVF Partners L.P., or Partners, as the investment manager of BVF and its related entities, and the sole member of Partners OS, may be deemed to beneficially own the 1,145,004 shares held of record in the aggregate by BVF and its related entities. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,145,004 shares beneficially owned by Partners. Mark Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,145,004 shares beneficially owned by BVF Inc. The business address of BVF is 44 Montgomery Street, 40th Floor, San Francisco, California 94104. (2) Based solely on a Schedule 13G filed with the SEC on December 20, 2024 by Suvretta Capital Management, LLC, consists of 714,463 shares of common stock held by Suvretta Capital Management, LLC, where Suvretta Capital Management, LLC, Averill Master Fund, Ltd., and Aaron Cowen hold shared voting power and shared dispositive power. Suvretta Capital Management, LLC is the investment manager of Averill Master Fund, Ltd. Aaron Cowen is a control person of Suvretta Capital Management, LLC. The business address of each of Suvretta Capital Management, LLC and Mr. Cowen is 540 Madison Avenue, 7th Floor, New York, NY 10022 and the address of Averill Master Fund, Ltd. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. (3) Based solely on a Schedule 13G filed with the SEC on December 20, 2024 by Samsara BioCapital, L.P., or Samsara LP, consists of 679,486 shares common stock held of record by Samsara LP. Samsara BioCapital GP, LLC, or Samsara GP, is the sole general partner of Samsara LP and may be deemed to beneficially own the shares held of record by Samsara LP. Srinivas Akkaraju is a managing member of Samsara GP and may be deemed to beneficially own the shares held of record by Samsara LP. The business address of Samsara LP is c/o Samsara BioCapital, LLC, 628 Middlefield Road, Palo Alto, California 94301. Based solely on a Schedule 13G filed with the SEC on January 8, 2025 by Frazier Life Sciences Public Fund, L.P., consists of (i) 440,575 shares of common stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 129,905 shares of common stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (iii) 2,648 shares of common stock held directly by Frazier Life Sciences X, L.P., and (iv) 2,764 shares of common stock held directly by Frazier Life Sciences XI, L.P. These amounts exclude (i) 937,965 shares of common stock issuable upon exercise of pre-funded warrants held by Frazier Life Sciences Public Fund, L.P., (ii) 276,766 shares of common stock issuable upon exercise of pre-funded warrants held by Frazier Life Sciences Public Overage Fund, L.P., (iii) 5,641 shares of common stock issuable upon exercise of pre-funded warrants held by Frazier Life Sciences X, L.P., and (iv) 5,886 shares of common stock issuable upon exercise of pre-funded

  56. Indemnification Agreements with Directors and Executive Officers

    warrants held by Frazier Life Sciences XI, L.P., which pre-funded warrants may not be exercised if immediately prior to or as a result of such exercise would result in beneficial ownership by a holder, together with that of its affiliates and any member of a Section 13(d) group, of more than 4.99%. The holders of pre-funded warrants may increase or decrease such beneficial ownership limitation percentage not in excess of 19.99% by providing us with at least 61 days’ prior notice of any increase. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. The business address of Frazier Life Sciences Public Fund, L.P. is c/o Frazier Life Sciences Management, L.P., 1001 Page Mill Rd, Building 4, Suite B, Palo Alto, CA 94304. (5) Consists of 559,949 shares of common stock held of record by Integrated Finance Group. These amounts exclude 168,503 shares of common stock issuable upon exercise of pre-funded warrants held by Integrated Finance Group. The business address of Integrated Finance Group is 1055 Westlakes Dr. Suite 200, Berwyn, PA 19312. (6) Consists of (i) 781,409 shares of common stock held of record by Wesley H. Kaupinen 2019 Irrevocable Trust dated February 28, 2019 for the benefit of Wesley H. Kaupinen, (ii) 781,409 shares of common stock held of record by Christine L. Kaupinen 2019 Irrevocable Trust dated February 28, 2019 for the benefit of Wesley H. Kaupinen’s spouse, (iii) 44,410 held of record by Wesley H. Kaupinen, and (iv) 110,055 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. (7) Consists of 129,270 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. (8) Consists of 81,205 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. (9) Consists of (i) 185,661 shares of common stock held of record by George M. Jenkins, (ii) 14,660 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025, and (iii) 11,026 shares held by Eagles Mere Air Museum Foundation, an entity which is controlled by Mr. Jenkins. (10) Consists of (i) 112,547 shares of common stock held of record by Todd C. Davis and (ii) 12,339 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. (11) Consists of (i) 5,879 shares of common stock held of record by Elaine Jones Heron Trust for the benefit of Elaine J. Heron, Ph.D., (ii) 45,412 held of record by Elaine J. Heron, Ph.D., and (iii) 8,758 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. (12) Consists of (i) 250 shares of common stock held of record by Christopher Kiritsy and (ii) 7,491 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. (13) Consists of 4,116 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025. Includes (i) 1,968,003 shares of common stock and (ii) 378,638 shares of common stock issuable upon the exercise of an equal number of options that are currently exercisable or will be exercisable within 60 days of April 14, 2025.

  57. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028 At the Annual Meeting, our stockholders will vote on the election of two Class II director nominees named in this Proxy Statement as directors, each to serve until our 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Our Board has unanimously nominated Elaine J Heron, Ph.D. and Tadd S. Wessel for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. Our Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  58. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF ELAINE J. HERON, PH.D. AND TADD S. WESSEL. | |