DEF 14A of Iovance Biotherapeutics, Inc., Apr 28, 2026

DEF 14A of Iovance Biotherapeutics, Inc.

Filed Apr 28, 2026 · FY20250001104659-26-050458

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS The following is information concerning the nominees for election as directors. We believe that each nominee will be able to serve as a director. In the event that a nominee is unable to serve, the proxy holder will vote the proxies for such other nominee as he or she may determine. Each nominee currently serves as a director of the Company. The term of office of each director will expire at next year’s Annual Meeting of Stockholders and each elected director shall hold office until the expiration of the term and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  2. Nominees

    Nominees Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, as nominees the following individuals for election as directors at the Annual Meeting: Iain Dukes, D. Phil. Athena Countouriotis, M.D. Ryan Maynard Wayne P. Rothbaum Frederick G. Vogt, Ph.D., J.D. Michael Weiser, M.D., Ph.D. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance” below. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the re-election of the above-mentioned nominees.

  3. Majority Vote Requirement

    Majority Vote Requirement As set forth in our Fourth Amended and Restated Bylaws, for all duly called or convened meetings of stockholders, at which a quorum is present, for the election of directors, a majority of the votes cast shall be sufficient to elect a director; provided, that, for contested elections, directors shall be elected by a plurality of the votes cast if, as of the date of the meeting of the stockholders, the number of nominees exceeds the number of directors to be elected. If any director nominated for re-election at an Annual Meeting fails to receive more votes cast “for” his or her re-election than “against” his or her re-election, such director shall promptly tender his or her resignation for our Board of Director’s consideration. The Nominating and Corporate Governance Committee designated by our Board of Directors shall then make a recommendation to our Board of Directors to accept or reject the tendered resignation. Our Board of Directors will then have 90 days from the date the election results from the applicable Annual Meeting are certified to notify the resigning director of its decision. Our Board of Directors may consider all relevant factors in making its decision, including any stated reasons for “against” votes, whether the underlying cause of the “against” votes are curable, the length of service and contributions by the resigning director to us, and whether the resignation would cause us to fail to comply with any applicable rules or requirements, would lead to a “change of control” as determined pursuant to any financing or other material agreement, or would cause us to default under any material agreements. If the resigning director’s tendered resignation is not accepted, such director will continue to serve on our Board of Directors. Broker “non-votes” will have no effect on this Proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  4. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business affairs are managed under the direction of our Board of Directors, which is currently composed of seven members. The following table sets forth the names, ages as of the Record Date, and certain other information for the seven directors whose terms are expiring at the Annual Meeting and the individuals who are nominees for election as a director at the Annual Meeting.

  5. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Directors with Terms Expiring at the Annual Meeting/Nominees | Age | Position | Director Since | | Iain Dukes, D. Phil. | 67 | Chairman of the Board of Directors | 2016 | | Athena Countouriotis, M.D. | 54 | Director | 2019 | | Ryan Maynard | 56 | Director | 2015 | | Wayne P. Rothbaum | 58 | Director | 2016 | | Frederick G. Vogt, Ph.D., J.D. | 52 | Interim Chief Executive Officer and President, General Counsel; Director | 2024 | | Michael Weiser, M.D., Ph.D. | 63 | Director | 2018 | | Wendy Yarno(1) | 71 | Director | 2023 |

  6. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    (1) As previously disclosed on a Current Report on Form 8-K filed on March 20, 2026, Ms. Yarno, who has been a member of our Board of Directors since 2023, has decided to retire from the Board of Directors and will not stand for re-election at the Annual Meeting. The Company thanks Ms. Yarno for her service to the Board of Directors. Biographical information for each director and director nominee is included below. Iain Dukes, D. Phil. Dr. Dukes joined our Board of Directors in August 2016 and was appointed Chairman of the Board on August 16, 2016. Dr. Dukes currently is a Venture Partner at OrbiMed Advisors LLC and the CEO of Eilean Therapeutics LLC. He previously served as Senior Vice President and Head of Business Development and Licensing for Merck Research Laboratories through May 2016. He joined Merck in August 2013. Prior to joining Merck, Dr. Dukes was Vice President of External Research & Development at Amgen, from August 2010 to August 2013. From 2007 to 2010, Dr. Dukes was the President and Chief Executive Officer, and a member of the board of directors, of Essentialis Therapeutics, a clinical stage biotechnology company focused on the development of breakthrough medicines for the treatment of rare metabolic diseases. From 2000 to 2007, Dr. Dukes was Vice President of Scientific and Technology Licensing at GlaxoSmithKline, and prior to that, from 1990 to 1999, he held various positions at Glaxo Wellcome, including Head of Exploratory Development for Metabolic and Urogenital Diseases and Head of Ion Channel Drug Discovery Group. He also serves on the board of directors at Ikena Oncology and Traws Pharma, and privately held biotechnology companies NeRRe Therapeutics, Rathlin Therapeutics, ENYO Pharma, Feldan Therapeutics and Angiex Therapeutics. Dr. Dukes holds M.J. and Doctor of Philosophy degrees from the University of Oxford, a M.S. degree in Cardiovascular Studies from the University of Leeds and a Bachelor of Science degree in Pharmacology from the University of Bath. Our Board of Directors believes that Dr. Dukes is highly qualified to serve as a member of the Board of Directors because of his extensive experience in the pharmaceutical industry, including his service in senior management roles. Although Dr. Dukes is an executive officer of privately held companies and a board member of two other public companies, Dr. Dukes is able to devote the time necessary to our Board of Directors. We believe his experience makes him a valuable asset to the Board of Directors. Athena Countouriotis, M.D. Dr. Countouriotis joined our Board of Directors in June 2019. Dr. Countouriotis is the co-founder and Chief Executive Officer of Avenzo Therapeutics, a private biotechnology company focused on oncology. Previously she was the President and Chief Executive Officer and a board member of Turning Point Therapeutics from 2018 until it was acquired by Bristol-Myers Squibb in August 2022. Dr. Countouriotis has also served as the Chief Medical Officer for multiple public biotechnology companies, including Adverum Biotechnologies, Halozyme Therapeutics and Ambit Biosciences. Earlier in her career, Dr. Countouriotis led development of products for Pfizer and Bristol-Myers Squibb, including Sutent®, Mylotarg®, Bosulif® and Sprycel®. She also serves on the board of directors at BioMarin and Passage Bio, and privately held biotechnology companies Umoja Biopharma, Leal Therapeutics and Recludix Therapeutics. Dr. Countouriotis holds an undergraduate degree from the University of California, Los Angeles and an M.D. from the Tufts University School of Medicine. She received training at the University of California, Los Angeles and at the Fred Hutchinson Cancer Research Center in the Pediatric Hematology-Oncology Program. Our Board of Directors believes that Dr. Countouriotis is highly qualified to serve as a member of the Board of Directors because of her medical and business background and education, her experience as an executive of several biotechnology companies, and her experience in drug development. Although Dr. Countouriotis is an executive officer of a privately held company and a board member of two other public companies, Dr. Countouriotis is able to devote the time necessary to our Board of Directors. We believe her experience makes her a valuable asset to the Board of Directors. Ryan Maynard. Mr. Maynard joined our Board of Directors in February 2015. Mr. Maynard is the Chief Financial Officer of Foghorn Therapeutics, Inc. Previously he served as Chief Financial Officer of Cara Therapeutics, Inc., a publicly-traded commercial-stage biopharmaceutical company, from September 2022 to 2025, and as the Chief Financial Officer of LetsGetChecked, from October 2019 to early 2022. Mr. Maynard was the Chief Financial Officer of Blade Therapeutics, Inc., a privately held biotechnology company, from February 2018 to June 2019. Until December 2017, he was the Executive Vice President and Chief Financial Officer of Rigel Pharmaceuticals, Inc., a public commercial-stage drug development company. He joined Rigel in September 2001 as Corporate Controller and was appointed as an Assistant Secretary in October 2001. In June 2006 he became Rigel’s Vice President of Finance and Acting Chief Financial Officer and became its Vice President and Chief Financial Officer in January 2007. Prior to joining Rigel, Mr. Maynard was Corporate Controller and Director of Finance and Accounting for Personify, Inc., an e-commerce software company, from November 1999 to April 2001. From July 1998 to October 1999, he served as Controller of General Magic, Inc. and from July 1994 to June 1998 he held various positions at Siliconix, Inc., most recently as Senior Finance Manager. He previously worked at Ernst & Young LLP. Mr. Maynard holds a B.S. in Commerce - Accounting from Santa Clara University. Our Board of Directors believes that Mr. Maynard is highly qualified to serve as a member of the Board of Directors because of his extensive experience as the Chief Financial Officer of publicly traded and commercial stage biopharmaceutical companies, as well as his expertise in auditing and financial and other related matters pertaining to the operation of publicly traded pharmaceutical companies.

  7. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Wayne P. Rothbaum. Mr. Rothbaum joined our Board of Directors in June 2016. Mr. Rothbaum is president of Quogue Capital, a single-family office private equity fund focused on investing and supporting small to midcap life sciences companies. Mr. Rothbaum began his career at The Carson Group, a strategic consulting firm, where he managed its life sciences practice and boutique investment bank Evolution Capital. Following The Carson Group’s sale to Thomson Reuters in 2001, Mr. Rothbaum founded Quogue Capital, through which he has founded and/or invested in numerous private and public life sciences companies. In 2012, Mr. Rothbaum co-founded and was the Executive Chairman of Acerta Pharma, a private life sciences company he later sold to AstraZeneca. Acerta’s lead drug, Calquence® (acalabrutinib) was approved by the FDA for mantle cell lymphoma in 2017 and chronic lymphocytic leukemia in 2020. In 2016, Mr. Rothbaum also co-founded Kartos Therapeutics following the in-license of an investigational MDM2 inhibitor from Amgen. More recently, in 2019, he co-founded Telios Pharma after licensing a novel targeted therapy from Merck KGaA to treat selected blood cancers and ophthalmology diseases. Additionally, Mr. Rothbaum has taken a leadership role in transforming the Company, restructuring and reorganizing our Board of Directors, senior management and overall clinical operations and strategy. Currently, Mr. Rothbaum is a board member and our largest shareholder. Mr. Rothbaum graduated Phi Beta Kappa from Binghamton University in 1990 with a dual major in political science and psychology and received his MA in international economics from The George Washington University. He is listed as an inventor on many scientific patents and is published in numerous medical journals, including The New England Journal of Medicine, The Lancet and the Journal of Clinical Oncology. Our Board of Directors believes that Mr. Rothbaum is highly qualified to serve as a member of the Board of Directors on the basis of his business background and education, his investment experience as the manager of an investment fund focused on the life sciences industry, and his experience serving in a leadership and management capacity with other biotechnology companies. Frederick G. Vogt, Ph.D., J.D. Dr. Vogt became our Interim Chief Executive Officer and President on June 10, 2021, and became our General Counsel on July 1, 2017. He originally joined the Company in September 2016, and has 25 years of experience in the pharmaceutical and biopharmaceutical industries. Over more than eight years with the Company, Dr. Vogt has led our construction of the Iovance Cell Therapy Center (the “iCTC”), acquisition of Proleukin®, and approval and launch of Amtagvi®, among other major accomplishments. Prior to joining Iovance, Dr. Vogt practiced law at the international firm of Morgan, Lewis & Bockius LLP, focusing on intellectual property and business law in the life sciences and representing clients in patent strategy, transactional, and litigation matters. Previously he served in numerous scientific, management, and legal roles of increasing responsibility over a period of 13 years at GlaxoSmithKline, where he focused primarily on oncology and cardiovascular drug development. While at GSK, Dr. Vogt made contributions to the development and approval of Hycamtin®️, Votrient®️, Tafinlar®️, and Mekinist®️. Dr. Vogt holds a B.S. in Chemistry from Ursinus College, a Ph.D. in Chemistry from the Pennsylvania State University, and a J.D. from Temple University. He has authored or co-authored more than 70 research papers and book chapters and is a co-inventor of numerous patent applications in the drug development and life sciences fields. He is admitted to practice in Pennsylvania and before the U.S. Patent and Trademark Office, the U.S. District Court for the Eastern District of Pennsylvania, and the U.S. Court of Appeals for the Federal Circuit. Our Board of Directors believes that Dr. Vogt is highly qualified to serve as a member of the Board of Directors because of his medical, legal, investment, and business background and education and extensive experience in the pharmaceutical industry, including his service and track record of success in senior management roles at the Company. We believe his experience makes him a valuable asset to the Board of Directors. Michael Weiser, M.D., Ph.D. Dr. Weiser joined our Board of Directors in March 2018. He is the founder and has been a principal of Actin Biomed LLC since 2006. Actin Biomed is a healthcare investment firm focused on the discovery and development of novel treatments for unmet medical needs. Prior to joining Actin Biomed, Dr. Weiser was the Director of Research at Paramount BioCapital, Inc., a pharmaceutical development and healthcare investment firm. Dr. Weiser previously served as the chairman of the board of directors of Chelsea Therapeutics International, Ltd., a development stage pharmaceutical company that was acquired by H. Lundbeck A/S in 2014, served on the board of directors of Ziopharm Oncology, Inc., a publicly traded biopharmaceutical company focused on immunotherapies in oncology and served on the board of directors of Emisphere Technologies, Inc., a pharmaceutical and drug delivery company. Dr. Weiser holds a B.A. in Psychology from the University of Vermont, received his M.D. from New York University School of Medicine and completed his Ph.D. in Molecular Neurobiology at Cornell University Medical College. Our Board of Directors believes that Dr. Weiser is highly qualified to serve as a member of the Board of Directors because of his medical and business background and education, his experience serving on boards of directors, and his investment experience as the manager of an investment fund focused on biotechnology companies. Wendy Yarno. Ms. Yarno joined our Board of Directors in June 2023. Ms. Yarno retired in September 2008 from Merck & Co., Inc., following a 26-year career there in commercial and human resource positions of increasing seniority, most recently Executive Vice President and Chief Marketing Officer before she retired. In that role, Ms. Yarno led an organization charged with global commercialization strategy and all aspects of supporting pre-and post-launch commercialization of pharmaceuticals in more than 20 therapeutic areas. Ms. Yarno currently serves on the board of directors of publicly traded life sciences companies Ideaya Bio, Inc., Tarsus Pharmaceuticals, Inc., and Inovio Pharmaceuticals, Inc. She formerly served on the boards of St. Jude Medical, Inc., MyoKardia, Inc., Medivation, Inc., Global Blood Therapeutics, Inc., Aratana Therapeutics, Inc., Alder Biopharmaceuticals, Inc. and Durata Therapeutics, Inc., prior to their acquisitions. Ms. Yarno received a B.S. in Business Administration from Portland State University and an M.B.A. from Temple University. Our Board of Directors believes that Ms. Yarno is highly qualified to serve as a member of the Board of Directors because of her extensive experience in the pharmaceutical industry, including her service in senior management roles and her experience serving on boards of directors. Although Ms. Yarno is a board member of three other public companies, Ms. Yarno is able to devote the time necessary to our Board of Directors. We believe her experience makes her a valuable asset to the Board of Directors.

  8. Committees of the Board of Directors

    | ● | Review the compensation of non-employee directors and recommend to the Board of Directors, for its approval, the components and amounts of compensation for non-employee directors. |

  9. Director Compensation

    Director Compensation Our Board of Directors has adopted a non-employee director cash and equity compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. The cash and equity compensation for non-employee directors under the policy for 2025 is set forth in the table below. Such compensation amounts do not exceed the 75th percentile of our peer group comparator data for the relevant role.

  10. Director Compensation

    | | | Annual | | | | | Cash | Annual | | | | Retainer | Equity | | | | ($)(1) | Compensation(2) | | Board of Directors membership | | $50,000 | $151,303 | | Chairman of the Board of Directors (Extra Retainer) | | $25,000 | $151,303 | | Audit Committee | Chair | $15,000 | | | | Member | $7,500 | | | Compensation Committee | Chair | $15,000 | | | | Member | $7,500 | | | Nominating and Corporate Governance Committee | Chair | $15,000 | | | | Member | $7,500 | |

  11. Director Compensation

    | (1) The annual cash retainers are payable in quarterly installments in arrears. |

  12. Director Compensation

    | (2) Represents Deferred RSUs (“DRSUs”) with the following features: |

  13. Director Compensation

    | ● | Beginning in 2022 and continuing in 2023 and 2024, the grant date fair market value was equal to the lesser of $425,000 or such other amount not to exceed the 75th percentile of annual equity award compensation paid by the then-applicable peer group, as approved by the Compensation Committee, to their non-employee directors. The number of DRSUs granted was determined by dividing the dollar amount by the closing stock price on the date of grant rounded to not exceed $425,000 grant date fair value. Considering the decrease in our stock price in 2025, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, a change in methodology for determining the annual equity award in 2025. For 2025, the number of DRSUs granted in total to all directors would be equal to the average of the total DRSUs granted to directors in 2023 and 2024 stated as a percent of the weighted average commons shares outstanding for the second fiscal quarter in each of 2023 and 2024. The average total DRSUs as a percent of weighted average common shares outstanding granted to directors in 2023 and 2024 was 0.142%. This percentage was applied to the then current weighted average common shares outstanding of 333,934,387 at the time of approval by the Board of Directors, creating a total DRSU grant pool of 472,825. This resulted in an award of 135,092 DRSUs for our Chairman of the Board of Directors and 67,546 DRSUs for all other eligible directors. The grant date fair value is shown in the Director Compensation Table below. |

  14. Director Compensation

    | ● | The DRSU vests on the earlier of one year from the date of grant or the day prior to the next annual shareholder meeting. |

  15. Director Compensation

    | ● | Receipt of shares underlying the DRSUs (and the related tax event) is automatically deferred until 90 days after a director ceases to serve on the Board of Directors except in the case of a change in control or certain other corporate events. |

  16. Director Compensation

    | ● | Directors appointed between annual meetings will be eligible for a grant of DRSUs with a value equal to the value of the most recent annual grant at initial election and will be eligible for the next annual grant. However, the Compensation Committee has discretion to alter this approach for directors joining the Board of Directors if there are fewer than three months until the annual meeting. |

  17. Director Compensation

    The 2018 Plan stipulates that the maximum number of equity awards in any single fiscal year that may be awarded to each of the non-employee directors for serving on the Board of Directors shall be an amount equal to the grant date fair value of $425,000, subject to certain items that do not qualify as equity awards for purposes of calculating the amount of equity awards granted to non-employee directors on an annual basis. In addition to the limits prescribed by the 2018 Plan, our non-employee director compensation policy also provides that until the date of our annual meeting held in 2027, cash retainers or the value of annual equity compensation will not exceed the 75th percentile of the cash retainers or value of annual equity award compensation, respectively, paid by the then-applicable peer group, as approved by the Compensation Committee of our Board of Directors, to their non-employee directors. The Compensation Committee will assess the Company’s peer group annually, based upon a review by its compensation consultant and on such factors as the Compensation Committee deems relevant after discussion with such consultant. The value of the cash and equity compensation granted to our non-employee directors in 2025 was well below the 75th percentile of the then current peer group. Notwithstanding the foregoing, newly appointed non-employee directors may receive compensation in connection with their appointment to the Board having up to two times (2x) the value of the total annual cash retainers and equity compensation provided to any incumbent non-employee director, and directors may receive additional fees or retainers for chair and committee service. Further, no more than 60% of each non-employee director’s annual and initial equity award value will be granted in the form of stock options. In 2025 and since 2022, 100% of equity compensation for our non-employee Directors was paid in the form of DRSUs, as described above. Additionally, the table below shows the compensation received by each of our non-employee directors during 2025 for serving on the Board of Directors and on its committees.

  18. Director Compensation Table

    Director Compensation Table

  19. Director Compensation Table

    | | Fees Earned | Deferred | | | | or Paid in | Restricted Stock Unit | Total | | Name | Cash ($) | Awards ($)(1) | ($) | | Athena Countouriotis, M.D. | $65,000 | $151,303 | $216,303 | | Iain Dukes, D. Phil. | $90,000 | $302,606 | $392,606 | | Ryan Maynard | $65,000 | $151,303 | $216,303 | | Wayne Rothbaum(2)(3) | $240,000 | $— | $240,000 | | Frederick G. Vogt, Ph.D., J.D.(4) | $— | $— | $— | | Michael Weiser, M.D., Ph.D.(2) | $320,000 | $151,303 | $471,303 | | Wendy Yarno | $57,500 | $151,303 | $208,803 |

  20. Director Compensation Table

    | (1) Represents the grant date value of DRSUs awarded computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation,” disregarding the estimate of forfeitures. The Company’s methodology is set forth in Note 2 and Note 10 to its audited financial statements included in its Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the DRSUs or the sale of the common stock underlying such DRSUs. As of December 31, 2025, the aggregate number of shares of our common stock subject to outstanding DRSUs for each non-employee director serving during 2025 was as follows: |

  21. Director Compensation Table

    | | Deferred Restricted Stock | | | Unit Awards | | Name | (#) | | Athena Countouriotis, M.D. | 270,008 | | Iain Dukes, D. Phil. | 540,019 | | Ryan Maynard | 270,008 | | Merrill A. McPeak | 153,159 | | Wayne Rothbaum | 100,000 | | Frederick G. Vogt, Ph.D., J.D. | — | | Michael Weiser, M.D., Ph.D. | 320,008 | | Wendy Yarno | 229,660 |

  22. Director Compensation Table

    | (2) The Scientific Committee remained active throughout the year ended December 31, 2025. Given the extensive time required for the Scientific Committee activities, each director serving on the Scientific Committee will be paid $20,000 per month while this committee is active and until such time as the Board of Directors decides to disband this committee. |

  23. Director Compensation Table

    | (3) Mr. Rothbaum declined to receive any compensation, whether cash or equity awards, other than for the Scientific Committee. |

  24. Director Compensation Table

    | (4) Dr. Vogt did not receive any compensation, whether cash or equity awards, for his service on our Board of Directors because he is an employee of the Company. |

  25. Compensation Committee

    | ● | Developing annual performance objectives in conjunction with the Board of Directors and the Compensation Committee; |

  26. Compensation Committee

    | ● | Monitoring annual performance versus goals and updating the Compensation Committee of progress at least quarterly; and |

  27. Compensation Committee

    | ● | Reviewing the performance of his direct report and making recommendations to the Compensation Committee for annual and long-term incentive awards and base salary adjustments (excluding his own compensation). |

  28. Compensation Committee

    | ● | Assisting in the development of the 2025 and 2026 peer group; |

  29. Compensation Committee

    | ● | Conducting a non-employee director compensation competitive assessment and advising the Compensation Committee regarding the components and levels and assisting in the development of the 2025 equity grant methodology; and |

  30. Compensation Determination Process

    | ● | a proposed year-end cash bonus, if any, (i) payable under the terms of each named executive officer’s employment agreement or (ii) under our discretionary cash bonus program, in each case based on the achievement of individual and/or corporate objectives and the applicable terms of the employment agreements; |

  31. Compensation Determination Process

    | ● | an award, if any, of stock options or stock awards for the year under review, including applicable vesting conditions. |

  32. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    Peer and Industry Data and Use of Peer Groups and Industry Surveys The Compensation Committee approves a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. In determining our peer companies, the Compensation Committee considers Company-specific factors, including growth, state of development of our clinical programs, growth in our headcount, changes in our market capitalization and for the 2025-2026 peer group, projected 2026 revenue. With reference to these and other key business metrics, the Compensation Committee selects publicly traded U.S. pharmaceutical and biotechnology companies with comparable operations in the U.S. based on the following criteria:

  33. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | ● | Number, stage and indication of development programs — For 2024-2025, companies with a mix of pivotal Phase 3 programs, newly commercial and established commercial biopharmaceutical companies. For 2025-2026, we focused on newly commercial and established commercial biopharmaceutical companies primarily. |

  34. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | ● | Number of employees — 2024-2025 and 2025-2026: Range of 500 to 1,500 employees. |

  35. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | ● | Market capitalization — 2024-2025: Range of $2 billion to $7.5 billion; 2025-2026: Range of $750 million to $7.5 billion. |

  36. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | ● | Revenue — 2024-2025: Current or projected revenue of $200 million to $1 billion; 2025-2026: Current or projected revenue of $200 million to $500 million. |

  37. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | ● | Total research and development spending — 2024-2025 and 2025-2026: Range of $250 million to $400 million. |

  38. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | ● | Location — Primary biotech corridors that have strong competition for talent with focus on California companies. |

  39. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    2024-2025 Peer Group The Compensation Committee approved the peer group for benchmarking 2024 compensation and setting compensation for 2025 based on its discussions with Haigh and considering changes in the Company’s profile. Using the criteria referenced above, the Compensation Committee identified the following 16 peer companies:

  40. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | Agios Pharmaceuticals, Inc. | Cytokinetics, Inc. | | Apellis Pharmaceuticals, Inc.(1) | Denali Therapeutics Inc. | | Arcus Biosciences, Inc. | Immunity Bio, Inc. (1) | | Beam Therapeutics Inc. | Ionis Pharmaceuticals, Inc. (1) | | Blueprint Medicines Corp. | Replimune Group, Inc. | | BridgeBio Pharma, Inc. | Revolution Medicines, Inc. | | Crinetics Pharmaceuticals, Inc. | Ultragenyx Pharmaceutical Inc.(1) | | Crispr Therapeutics AG(1) | Xencor, Inc. |

  41. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | (1) New for 2024-2025. |

  42. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    2025-2026 Peer Group On January 29, 2026, the Compensation Committee approved the peer group for determining the competitiveness of 2025 compensation and setting compensation for 2026 based on its discussions with Haigh and considering changes in the Company’s profile. Four companies were removed and six companies were added to the peer group as a result of merger and acquisition activity or no longer fitting the peer group criteria described above. Using the criteria identified above, the Compensation Committee identified the following 18 peer companies:

  43. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | Agios Pharmaceuticals, Inc. | Denali Therapeutics Inc. | | Apellis Pharmaceuticals, Inc. | Gyre Therapeutics, Inc. (1) | | Arcus Biosciences, Inc. | Immunity Bio, Inc. | | Beam Therapeutics Inc. | Immunocore Holdings plc(1) | | Corcept Therapeutics Inc(1) | Mirum Pharmaceuticals, Inc. (1) | | Crinetics Pharmaceuticals, Inc. | Replimune Group, Inc. | | Crispr Therapeutics AG | Travere Therapeutics, Inc. (1) | | Cytokinetics, Inc. | Ultragenyx Pharmaceutical Inc. | | Day One Biopharmaceuticals, Inc. (1) | Xencor, Inc. |

  44. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    | (1) New for 2025-2026. |

  45. Peer and Industry Data and Use of Peer Groups and Industry Surveys

    In addition to the compensation data of our peer group, our Compensation Committee and Haigh review industry specific, broad-based compensation surveys. In 2025 and 2026, as in previous years, the Aon/Radford Global Life Science survey was used to supplement the peer company market data.

  46. Benchmarking in the Context of Our Other Executive Compensation Principles

    Benchmarking in the Context of Our Other Executive Compensation Principles Our Compensation Committee and our Board of Directors use market data as one means of evaluating and establishing executive pay. In instances where an executive officer is believed to be especially suited to our Company or important to our success, the Compensation Committee may establish or recommend compensation that deviates from industry averages or other specific benchmarks. Upward or downward variations in total cash compensation and long-term incentives may also occur as a result of the individual’s experience level, the nature and level of the individual’s specific job responsibilities, the balance of the individual’s different elements of compensation, market factors and other strategic considerations. Our Compensation Committee believes that, given the competitiveness of our industry and our corporate culture, our base compensation, annual cash bonuses and equity programs are flexible enough to reward the achievement of clearly defined corporate goals and are sufficient to retain our existing executive officers and to hire new executive officers with the appropriate qualifications and experience.

  47. 2025 Named Executive Officer Compensation

    Equity Awards On March 5, 2025, the Compensation Committee approved the following restricted stock unit (“RSU”) awards that were granted on March 5, 2025; provided, however, Ms. Roche’s stock option and RSU awards and Mr. Kirby’s stock option, RSU and performance share unit (“PSU”) awards were granted on their date of hire. The March 5, 2025 awards were granted in part based on 2024 performance.

  48. 2025 Named Executive Officer Compensation

    | | | Number of | Number of | Number of | | Name | Grant Date | Stock Options(1) | RSUs(2) | PSUs(3) | | Frederick G. Vogt, Ph.D., J.D. | 3/5/2025 | — | 187,500 | | | Corleen Roche | 8/6/2025 | 300,000 | 150,000 | | | Daniel Kirby | 2/10/2025 | 35,000 | 120,000 | 120,000 | | | 12/3/2025 | — | — | 120,000 | | Raj K. Puri, M.D., Ph.D. | 3/5/2025 | — | 117,190 | | | Igor Bilinsky, Ph.D. | 3/5/2025 | — | 93,750 | | | Jean-Marc Bellemin | 3/5/2025 | — | 93,750 | | | Matthew W. Rosinack | 3/5/2025 | — | 59,060 | |

  49. 2025 Named Executive Officer Compensation

    | (1) Represents shares of our common stock underlying the stock option awards. Ms. Roche’s and Mr. Kirby’s exercise prices were $2.58 and $5.32, respectively. The stock options vest over three years, with one third vesting on the first anniversary of the grant date and the remaining awards vesting in equal quarterly installments over the two-year period following such first anniversary. |

  50. 2025 Named Executive Officer Compensation

    | (2) Represents shares of our common stock underlying restricted stock unit awarded. The restricted stock unit awards vest over three years, with one third vesting on the first anniversary of the grant date and the remaining awards vesting in equal quarterly installments over the two-year period following such first anniversary. |

  51. 2025 Named Executive Officer Compensation

    | (3) On February 10, 2025, Mr. Kirby was granted a PSU award with a target award of 120,000 PSUs, with a potential to earn up to 150,000 PSUs based on performance versus certain defined financial milestones. The PSUs vest in the form of shares of the Company’s common stock. On December 3, 2025, the financial milestones were modified to align with the Company’s updated revenue guidance as disclosed in the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025. The number of PSUs shown in the table above represent the target of the modified award. On February 24, 2026, certain financial milestones were met, |

  52. 2025 Named Executive Officer Compensation

    | resulting in the vesting of the PSUs as to 120,000 of the underlying shares and the cancellation of the PSUs as to 30,000 of the underlying shares. |

  53. 2025 Named Executive Officer Compensation

    Annual Incentive Awards Our annual bonus program is an important component of our executive and employee compensation program as awards are tied directly to the achievement of our annual performance objectives. Target annual incentives are stated as a percent of base salary and are intended to provide a competitive annual target total cash opportunity consistent with our performance versus our annual objectives. The corporate goals and objectives for fiscal year 2025 were based on meeting certain goals with respect to the Company’s commercial, regulatory, clinical, manufacturing, and operational performance as follows: (i) achieving revenue targets for full year 2025; (ii) completing certain international regulatory activities; (iii) completing late-stage clinical development milestones; (iv) completing early-stage clinical development milestones; (v) managing the Company’s budget within targeted range, (vi) continuing the successful commercialization of Amtagvi®, and (vii) manufacturing lifileucel to meet patient demand. We have not disclosed the specific performance metrics for our annual bonus program because such metrics contain confidential trade secrets and/or confidential commercial or financial information, the disclosure of which would result in competitive harm. At the time the Compensation Committee set the performance metrics for our annual bonus program, the Compensation Committee believed that each performance metric was achievable at the target level, but only with significant effort. At its March 8, 2026 meeting, the Compensation Committee, in consultation with the Board of Directors, reviewed the Company’s performance against its 2025 corporate goals and objectives, and determined that the Company met 60% of its 2025 corporate goals for employees with a title of, or equivalent to, Senior Director and above (including Section 16 officers). For employees with a title below the Senior Director level, the Compensation Committee, in consultation with the Board of Directors, reviewed the Company’s performance against its 2025 corporate goals and objectives, and determined that the Company met 75% of its 2025 corporate goals. While not all of the stated 2025 corporate goals were achieved, the Compensation Committee has taken into account the notable performance and efforts of employees below the Senior Director level despite the significant impact of factors outside of the control of the Company to determine the 75% payout. Additionally, our NEOs were eligible for adjustments based on their individual performance ratings for fiscal year 2025. Adjustments were determined and approved by the Compensation Committee for Dr. Vogt and by Dr. Vogt and the Compensation Committee for the other NEOs. Mr. Bellemin did not receive a 2025 incentive award because his employment with the Company ended on June 30, 2025. Based on these assessments, the Compensation Committee approved the payment of the following cash bonuses for 2025 performance:

  54. 2025 Named Executive Officer Compensation

    | | | | | 2025 Bonus | Individual | Individual | | 2025 Actual | | | | Annual | Annual | Award - | Performance | Performance | Total 2025 | Bonus Payment | | | 2025 Base | Bonus Target | Bonus Target | Company | Rating | Rating | Annual | as % of | | Name and Principal Position | Salary | % | $ | Performance | Adjustment ($) | Adjustment (%) | Bonus | Target Award | | Frederick G. Vogt, Ph.D., J.D. | $800,000 | 65% | $520,000 | $312,000 | $— | 100% | $312,000 | 60% | | Corleen Roche | $600,000 | 45% | $270,000 | $162,000 | $32,400 | 120% | $194,400 | 72% | | Daniel Kirby | $570,000 | 45% | $256,500 | $153,900 | $30,780 | 120% | $184,680 | 72% | | Raj K. Puri, M.D., Ph.D. | $671,935 | 45% | $302,371 | $181,423 | $— | 100% | $181,423 | 60% | | Igor Bilinsky, Ph.D., | $570,531 | 45% | $256,739 | $154,043 | $— | 100% | $154,043 | 60% | | Jean-Marc Bellemin | $559,507 | 45% | $251,778 | $— | $— | —% | $— | —% | | Matthew W. Rosinack | $433,511 | 35% | $151,729 | $91,037 | $— | 100% | $91,037 | 60% |

  55. Other Compensation Elements

    Other Compensation Elements Retirement Plans Our named executive officers are eligible to participate in the employee benefit plans on the same terms and conditions as they are available to our other regular employees. These benefits include medical, dental, vision, disability and life insurance, flexible spending accounts, health savings accounts, employee stock purchase plan, and a 401(k) plan. Under the tax-qualified employee savings and retirement plan, our 401(k) plan, all eligible U.S. employees, including our named executive officers, may elect to defer a percentage of their eligible compensation in our 401(k) plan, subject to the annual IRS limit. In 2025, we matched 100% of the employee contributions up to 4% of annual eligible compensation. The 2025 matching contributions made under the Safe Harbor Matching Contribution are fully vested. No Perquisites and No Tax Gross-Ups We do not provide perquisites or other personal benefits to our named executive officers other than those that we provide to our employees. We do not provide any tax reimbursement payments (including “gross- ups”) on any personal benefits, except in the case of certain relocation benefits and discretionary non-recurring spot-bonuses to non-executive employees. Discretionary and Sign-On Cash Bonuses From time to time, we may pay cash bonuses to employees upon the successful completion of certain projects. We may also pay sign-on bonuses to aid in recruiting or relocating certain key employees. Employment Agreements and Termination Benefits We have entered into written employment agreements with each of our current and former named executive officers. The main purpose of these agreements is to protect our Company from business risks such as competition for each named executive officer’s service, loss of confidential information or trade secrets, solicitation of our other employees, and to define our respective rights to terminate the employment relationship. Each of these employment agreements can be terminated by either party at any time. Each employment agreement was individually negotiated, so there are some variations in the terms among named executive officers. However, the employment agreements generally provide for termination and severance benefits that the Compensation Committee believes are consistent with industry practices for similarly situated executives. The Compensation Committee believes that the termination and severance benefits help the Company retain the named executive officers by providing them with a competitive employment arrangement and compensation for termination of their employment by us without “cause,” or by the named executive officers with “good reason.” The specific terms of the termination and change of control arrangements, as well as an estimate of the compensation that would have been payable had such provisions been triggered as of the end of 2025, are described in detail in the section below entitled “Potential Payments Upon Termination or Change-in-Control.” Responsible Grant Practices We typically grant equity awards upon an employee’s hire. In addition, equity awards may also be granted annually soon after the end of our fiscal year. Stock options or restricted stock unit awards granted by the Company generally vest over three years and stock options have a ten-year contractual term. Unless otherwise agreed to by us with respect to a termination without “cause” or for “good reason,” vesting rights generally cease upon termination of employment and employees have three months in which to exercise vested options, except in the case of death, disability or retirement (subject to a one-year limitation). We grant stock options at an exercise price and restricted stock units with a grant price equal to the closing price on The Nasdaq Global Market of our common stock on the date of the grant. Our Board of Directors has delegated to our Chief Executive Officer the ability to grant equity awards to non-executive employees upon joining our Company, and to make grants during each annual non-executive employee review cycle. Our Board of Directors has reviewed and approved both the total number of shares that our Chief Executive Officer can grant under such equity awards, and the range of shares subject to such grants based on each employee’s position and organization level with the Company. Policies and Practices Related to the Grant of Certain Equity Awards It is our policy that our Board of Directors, our Compensation Committee and our Chief Executive Officer do take material non-public information into account when determining the timing of equity awards. However, we do not time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. During 2025, we did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing or furnishing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed material non-public information (the “Restricted Period”). We have a program, practice or plan whereby our annual grants for existing employees are consistently made at least two business days after the filing of our Annual Report on Form 10-K. For new employees, we either time the grants to be on the same day of each month to ensure that such grants are not made in connection with the release of material non-public information, or otherwise we do not grant stock options (or similar awards) during the Restricted Period.

  56. 2026 Named Executive Officer Compensation

    | | | Number of | | Name | Grant Date | RSUs(1) | | Frederick G. Vogt, Ph.D., J.D. | 3/9/2026 | 235,000 | | Corleen Roche | 3/9/2026 | 132,200 | | Daniel Kirby | 3/9/2026 | 132,200 | | Raj K. Puri, M.D., Ph.D. | 3/9/2026 | 117,500 | | Igor Bilinsky, Ph.D. | 3/9/2026 | 117,500 |

  57. 2026 Named Executive Officer Compensation

    | (1) Represents shares of our common stock underlying restricted stock units awarded. The RSU awards vest over three years, with one third vesting on the first anniversary of the grant date and the remaining awards vesting in equal quarterly installments over the two-year period following such first anniversary. |

  58. Other Executive Compensation Considerations

    Other Executive Compensation Considerations Stock Ownership Guidelines Although equity awards encourage equity ownership, we do not require our directors or executive officers to own a particular number of shares of our common stock. We believe that stock and option holdings among our directors and named executive officers are adequate at this time to appropriately align their interests with those of our stockholders. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code generally sets a limit of $1 million on the amount of compensation that we may deduct for federal income tax purposes in any given year with respect to the compensation of certain executives, including each of our named executive officers. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit. This exception was repealed with the Tax Cuts and Jobs Act of 2017, effective for taxable years beginning after 2017, subject to an exception for certain grandfathered amounts, to the extent applicable. While the Compensation Committee may consider the deductibility of compensation as a factor in determining executive compensation, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives, without regard to the deductibility of compensation under it. Accounting for Share-Based Compensation We account for share-based compensation in accordance with the requirements of FASB ASC Topic 718, “Compensation — Stock Compensation.” This accounting treatment has not significantly affected our executive compensation decisions. Section 409A of the Code Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. Section 280G of the Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Clawback Policy We are subject to the clawback provisions of Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. In addition, our 2018 Equity Incentive Plan contains a “clawback” provision whereby, to the extent required by applicable law and/or the rules and regulations of Nasdaq or any other securities exchange or inter-dealer quotation service on which our common stock is listed or quoted, awards issued under the 2018 Equity Incentive Plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements, in the event our Company’s historical financial results are subsequently revised or restated. On November 17, 2023, we approved and adopted a policy related to the recovery of erroneously awarded incentive-based compensation received by certain executive officers of the Company on or after October 2, 2023 (the “Clawback Policy”). We enacted the Clawback Policy in order to comply with a recently enacted Nasdaq listing standard regarding the implementation of Exchange Act Rule 10D-1, which requires public companies to implement “clawback” policies providing for the recovery of incentive-based compensation in the event such company is required to prepare an accounting restatement due to the material noncompliance of such company with any financial reporting requirement under federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Insider Trading Policy We have adopted an insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, their immediate family members and entities owned or controlled by them as well as consultants that have access to material nonpublic information. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules, and regulations as well as the listing standards of Nasdaq applicable to us. The Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on February 24, 2026. The Insider Trading Policy expressly prohibits each director, Section 16 officer, and any additional specified persons designated as being subject to the Insider Trading Policy from (i) selling any Company securities of the same class as a previous purchase by such party of the Company’s securities for at least six months after the purchase; (ii) short-selling the Company’s securities; (iii) buying or selling puts or calls or other derivative securities on the Company’s securities; (iv) holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan; and (v) entering into hedging or monetization transactions or similar arrangements with respect to the Company’s securities. Our insider trading policy does not expressly apply to our Company because we ensure compliance with insider trading laws differently in the context of our own transactions in securities. Company compliance is considered at the level of our board of directors, with the advice of counsel and subject to implementation by our executive officers, in the context of our decisions to buy, sell, or otherwise transact in our securities. The foregoing policies remained in place through 2025, and, unless otherwise noted above, we expect to continue to follow them for the foreseeable future.

  59. GRANT OF PLAN-BASED AWARDS

    GRANT OF PLAN-BASED AWARDS The following table provides information regarding plan-based awards granted to our named executive officers in the fiscal year ended December 31, 2025:

  60. GRANT OF PLAN-BASED AWARDS

    | | | | | | | | | All other | | | | | | | | | | | All other | option awards: | | | | | | | | Estimated Future Payouts | | | Stock Awards: | Number of | Exercise or | Grant Date | | | | | | Under Equity Incentive | | | Number of | Securities | Base Price | Fair Value of | | | | | | Plan Awards (2) | | | Shares of | Underlying | of Option | Option and | | | Grant | | Target Bonus | Threshold | Target | Maximum | Stock or Units | Options | Awards | Stock Awards | | Name | Date | Award Type | ($)(1) | (#) | (#) | (#) | (#)(3) | (#)(3) | ($) | ($)(4) | | Current Officers: | | | | | | | | | | | | Frederick G. Vogt, Ph.D., J.D. | | Annual Incentive | $520,000 | — | — | — | — | — | $— | $— | | | 3/5/2025 | RSUs | $— | — | — | — | 187,500 | — | $— | $759,375 | | Corleen Roche | | Annual Incentive | $270,000 | — | — | — | — | — | $— | $— | | | 8/6/2025 | RSUs | $— | — | — | — | 150,000 | — | $— | $387,000 | | | 8/6/2025 | Stock Options | $— | — | — | — | — | 300,000 | $2.58 | $574,830 | | Daniel Kirby | | Annual Incentive | $256,500 | — | — | — | — | — | $— | $— | | | 2/10/2025 | RSUs | $— | — | — | — | 120,000 | — | $— | $638,400 | | | 2/10/2025 | Stock Options | $— | — | — | — | — | 35,000 | $5.32 | $133,763 | | | 2/10/2025 | PSUs(2) | $— | 60,000 | 120,000 | 150,000 | — | — | $— | $319,200 | | | 12/3/2025 | PSUs(2) | $— | 60,000 | 120,000 | 150,000 | — | — | $— | $265,200 | | Raj K. Puri, M.D., Ph.D. | | Annual Incentive | $302,371 | — | — | — | — | — | $— | $— | | | 3/5/2025 | RSUs | $— | — | — | — | 117,190 | — | $— | $474,620 | | Igor Bilinsky, Ph.D. | | Annual Incentive | $256,739 | — | — | — | — | — | $— | $— | | | 3/5/2025 | RSUs | $— | — | — | — | 93,750 | — | $— | $379,688 | | Former Officers: | | | | | | | | | | | | Jean-Marc Bellemin | | Annual Incentive | $251,778 | — | — | — | — | — | $— | $— | | | 3/5/2025 | RSUs | $— | — | — | — | 93,750 | — | $— | $379,688 | | Matthew W. Rosinack | | Annual Incentive | $151,729 | — | — | — | — | — | $— | $— | | | 3/5/2025 | RSUs | $— | — | — | — | 59,060 | — | $— | $239,193 |

  61. GRANT OF PLAN-BASED AWARDS

    | (1) Represents annual target amount for 2025 performance-based cash bonuses based on the terms of each named executive officer’s employment agreement and such other determinations made by the Compensation Committee of our Board of Directors as more fully described above under “Executive Compensation — Compensation Discussion and Analysis — 2025 Named Executive Officer Compensation.” The bonuses do not contain a threshold or maximum bonus opportunity for our named executive officers. |

  62. GRANT OF PLAN-BASED AWARDS

    | (2) On February 10, 2025, Mr. Kirby was granted a PSU award with a target award of 120,000 PSUs, with a potential to earn up to 150,000 PSUs based on performance versus certain defined financial milestones. On December 3, 2025, the financial milestones were modified to align with the Company’s updated revenue guidance as disclosed in the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025. For the PSU award granted on February 10, 2025, we determined that, as of the respective date of grant, it was probable, as defined under applicable accounting guidance, that the performance conditions would be achieved at Threshold performance. For such PSU award granted on February 10, 2025, which was modified on December 3, 2025, the value equals the increase in fair value on the date of the modification. We determined that, as of the respective date of the modification, it was probable that the performance conditions would be achieved at Target performance. On February 24, 2026, certain financial milestones were met, resulting in the vesting of the PSUs as to 120,000 of the underlying shares and the cancellation of the PSUs as to 30,000 of the underlying shares. |

  63. GRANT OF PLAN-BASED AWARDS

    | (3) The equity awards vest over three years, with one third vesting on the first anniversary of the grant date and the remaining awards vesting in equal quarterly installments over the two-year period following such first anniversary. |

  64. GRANT OF PLAN-BASED AWARDS

    | (4) Represents the fair value of each equity award on the date of grant, as computed in accordance with FASB ASC 718, “Compensation — Stock Compensation,” disregarding the estimate of forfeitures. The Company’s methodology, including its underlying estimates and assumptions used in calculating these values, is set forth in Note 2 and Note 10 to its audited financial statements included in its Form 10 K filed with the SEC for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the equity awards, or the sale of the common stock underlying such equity awards. |

  65. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.”

  66. OUTSTANDING EQUITY AWARDS

    OUTSTANDING EQUITY AWARDS The following table sets forth outstanding stock options and restricted stock units held by our named executive officers as of December 31, 2025. Mr. Bellemin did not hold any equity awards as of December 31, 2025. Since 2021, options and restricted stock units were granted under the 2018 Plan and the 2021 Inducement Plan.

  67. Outstanding Equity Awards at Year Ended December 31, 2025

    Outstanding Equity Awards at Year Ended December 31, 2025

  68. Outstanding Equity Awards at Year Ended December 31, 2025

    | | | Option Awards | | | | | Stock Awards | | | | | Number of | | Number of | | | Number | Market Value of | | | | Securities | | Securities | | | of Shares | Shares or | | | | Underlying | | Underlying | | | or Units | Units of | | | Grant Date and | Unexercised | | Unexercised | | | of Stock | Stock That | | | Vesting | Options | | Options | Option | Option | That Have | Have Not | | | Commencement | (#) | | (#) | Exercise | Expiration | Not Vested | Vested | | | Date(1) | Exercisable | | Unexercisable | Price ($) | Date(2) | (#) | ($)(3) | | Current Officers: | | | | | | | | | | Frederick G. Vogt, Ph.D., J.D., | 3/5/2025 | — | | — | $— | — | 187,500 | $511,875 | | Interim Chief Executive Officer and President, General Counsel | 3/1/2024 | — | | — | $— | — | 208,344 | $568,779 | | | 3/2/2023 | 458,331 | | 41,669 | $7.12 | 3/2/2033 | 10,418 | $28,441 | | | 6/14/2021 | 173,900 | | — | $23.87 | 6/14/2031 | — | $— | | | 1/4/2021 | 175,000 | | — | $46.26 | 1/4/2031 | — | $— | | | 1/3/2020 | 150,000 | | — | $25.54 | 1/3/2030 | — | $— | | | 3/4/2019 | 200,000 | | — | $11.26 | 3/4/2029 | — | $— | | | 12/29/2017 | 37,400 | | — | $8.00 | 12/29/2027 | — | $— | | | 3/16/2017 | 12,600 | | — | $7.45 | 3/16/2027 | — | $— | | | 11/14/2016 | 200,000 | | — | $7.55 | 11/14/2026 | — | $— | | Corleen Roche | 8/6/2025 | — | | 300,000 | $2.58 | 8/6/2035 | — | $— | | Chief Financial Officer | 8/6/2025 | — | | — | $— | — | 150,000 | $409,500 | | Daniel Kirby | 2/10/2025 | — | | 35,000 | $5.32 | 2/10/2035 | — | $— | | Chief Commercial Officer | 2/10/2025 | — | — | — | $— | — | 150,000(4) | $409,500 | | | 2/10/2025 | — | | — | $— | — | 120,000 | $327,600 | | Raj K. Puri, M.D., Ph.D. | 3/5/2025 | — | | — | $— | — | 117,190 | $319,929 | | Chief Regulatory Officer | 3/1/2024 | — | | — | $— | — | 27,348 | $74,660 | | | 3/2/2023 | 85,946 | | 7,814 | $7.12 | 3/2/2033 | — | $— | | | 3/14/2022 | 325,000 | | — | $12.38 | 3/14/2032 | — | $— | | Igor Bilinsky, Ph.D., | 3/5/2025 | — | | — | $— | — | 93,750 | $255,938 | | Chief Operating Officer | 3/1/2024 | — | | — | $— | — | 43,949 | $119,981 | | | 3/2/2023 | 77,347 | | 7,033 | $7.12 | 3/2/2033 | 3,517 | $9,601 | | | 1/14/2022 | 67,500 | | — | $15.49 | 1/14/2032 | — | $— | | | 3/15/2021 | 150,000 | | — | $34.91 | 47,922.00 | — | $— | | Former Officers: | | | | | | | | | | Matthew W. Rosinack | 3/5/2025 | — | | — | $— | 3/5/2035 | 59,060 | $161,234 | | Interim Principal Financial Officer and Principal Accounting Officer | 3/1/2024 | — | | — | $— | 3/1/2034 | 27,348 | $74,660 | | | 3/2/2023 | — | | — | $— | 3/2/2033 | 3,907 | $10,666 | | | 9/27/2021 | 75,000 | | — | $25.30 | 9/27/2031 | — | $— |

  69. Outstanding Equity Awards at Year Ended December 31, 2025

    | (1) Except as otherwise noted, the stock option and restricted stock unit awards vest as to one third of the shares underlying the equity awards on the first anniversary of the grant date, with remaining stock option and restricted stock unit awards vesting in equal quarterly installments over the two-year period following such first anniversary of the grant date. |

  70. Outstanding Equity Awards at Year Ended December 31, 2025

    | (2) All stock options have a ten-year term, measured from the date of grant, which is the latest date that the stock options may be exercised. Stock options may terminate earlier in certain circumstances, such as in connection with a named executive officer’s termination of employment or in connection with certain corporate transactions, including a change of control. |

  71. Outstanding Equity Awards at Year Ended December 31, 2025

    | (3) Represents the number of outstanding stock awards multiplied by the fair market value of the common stock at the close of trading on The Nasdaq Global Market on December 31, 2025 ($2.73). |

  72. Outstanding Equity Awards at Year Ended December 31, 2025

    | (4) On February 10, 2025, Mr. Kirby was granted an award of up to 150,000 PSUs, which vests in the form of shares of the Company’s common stock upon the achievement of certain financial milestones. On December 3, 2025, the financial milestones were modified to align with the Company’s updated revenue guidance as disclosed in the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025. On February 24, 2026, certain financial milestones were met, resulting in the vesting of the PSUs as to 120,000 of the underlying shares and the cancellation of the PSUs as to 30,000 of the underlying shares. |

  73. OPTION EXERCISES AND RESTRICTED STOCK UNITS VESTED

    OPTION EXERCISES AND RESTRICTED STOCK UNITS VESTED The following table contains information for our named executive officers concerning the restricted stock units that vested during the year ended December 31, 2025. None of our named executive officers exercised stock options during the year ended December 31, 2025.

  74. OPTION EXERCISES AND RESTRICTED STOCK UNITS VESTED

    | | Stock Awards | | | | Number of | Value | | | Shares Acquired | Realized on | | Name | on Vesting | Vesting ($)(1) | | Frederick G. Vogt, Ph.D., J.D., Interim Chief Executive Officer and President, General Counsel | 401,035 | $1,348,348 | | Corleen Roche, Chief Financial Officer | — | $— | | Daniel Kirby, Chief Commercial Officer | — | $— | | Raj K. Puri, M.D., Ph.D., Chief Regulatory Officer | 84,741 | $306,116 | | Igor Bilinsky, Ph.D., Chief Operating Officer | 101,835 | $343,190 | | Jean-Marc Bellemin, Former Chief Financial Officer | 67,379 | $252,172 | | Matthew W. Rosinack, Interim Principal Financial Officer and Principal Accounting Officer | 69,327 | $228,255 |

  75. OPTION EXERCISES AND RESTRICTED STOCK UNITS VESTED

    | (1) Represents the price of our common stock at the close of trading on The Nasdaq Global Market on the vesting date multiplied by the number of restricted stock units that vested on that date. |

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Each of our named executive officers have employment agreements with the Company. These employment agreements have no specified term, and the employment relationship may be terminated by the named executive officers or by us at any time. The following table sets forth information regarding payments that would have been made to our named executive officers if they suffered an involuntary termination without cause not in connection with a change in control, or a termination without cause in connection with a change in control, and such termination payments were triggered on December 31, 2025. Mr. Bellemin is excluded from the table below because his employment with the Company ended on June 30, 2025. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. The terms “cause,” “good reason,” “disability,” and “change in control” in this section have the meanings provided in the applicable employment agreement or equity award agreement. Equity acceleration is calculated based on the closing price of the Company common stock trading on The Nasdaq Global Market on December 31, 2025 ($2.73) (the last trading day of the year). The amounts listed below do not include any taxes due in connection with such payments, including any tax under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) that may be triggered by such payments. See the Employment Agreements section following the table for potential additional benefits that may be awarded to the named executive officers as well as additional conditions that may apply to such payments.

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | Change in | | Termination | | | Control | Termination | Due to | | | Acceleration | Without | Death | | | and Termination | Cause or for | or Disability | | | Without Cause ($) | Good Reason ($) | ($) | | Current Officers | | | | | Frederick G. Vogt, Ph.D., J.D. | | | | | Cash severance | 920,000(1) | 1,320,000(2) | 520,000(3) | | Equity acceleration | —(4) | —(4) | 1,109,095(5) | | Corleen Roche | | | | | Cash severance | 1,170,000(6) | 870,000(7) | — | | Equity acceleration | 454,500(8) | 454,500(9) | 454,500(5) | | Daniel Kirby | | | | | Cash severance | 285,000(10) | 285,000(10) | — | | Equity acceleration | 737,100(8) | 737,100(9) | 737,100(5) | | Raj K. Puri, M.D., Ph.D. | | | | | Cash severance | 671,935(11) | 671,935(11) | — | | Equity acceleration | 394,589(8) | — | 394,589(5) | | Igor Bilinsky, Ph.D. | | | | | Cash severance | 285,266(10) | 285,266(10) | — | | Equity acceleration | 385,520(8) | — | 385,520(5) | | Former Officers | | | | | Matthew W. Rosinack | | | | | Cash severance | — | — | — | | Equity acceleration | — | — | 246,560(5) |

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Dr. Vogt would receive six months of his current annual base salary and his pro-rated target bonus for that year assuming the bonus was earned in 2025. |

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Upon termination without cause while serving in the Interim CEO role and for three months thereafter, Dr. Vogt would receive twelve months of his annual base salary and his pro-rated target bonus for that year assuming the bonus was earned in 2025. |

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Dr. Vogt would receive his pro-rated target bonus for that year assuming the bonus was earned in 2025. |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (4) Dr. Vogt’s stock options would vest and he would have six months from the date of termination within which to exercise his vested options. |

  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (5) As provided by the stock option and restricted stock unit award agreements for the 2018 Plan and 2021 Inducement Plan, upon termination due to death or disability the named executive officer unvested equity is accelerated and the named executive officer would have twelve months from the date of termination within which to exercise their vested options. |

  83. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (6) The named executive officer would receive eighteen months of their current annual base salary and their pro-rated target bonus for that year assuming the bonus was earned in 2025. |

  84. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (7) The named executive officer would receive twelve months of their current annual base salary and their pro-rated target bonus for that year assuming the bonus was earned in 2025. |

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (8) The named executive officer’s equity awards would vest and the named executive officer would have three months from the date of termination within which to exercise their vested options. |

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (9) The named executive officer’s new hire equity awards would vest and the named executive officer would have three months from the date of termination within which to exercise their vested options. |

  87. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (10) The named executive officer would receive six months of their current annual base salary. |

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (11) The named executive officer would receive twelve months of their current annual base salary. |

  89. 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 the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance measures of our company for the last five fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021.

  90. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed | | | | | | | | | | | | $100 Investment | | | | | | | | | | Average SCT | Average CAP | | NASDAQ | | Company- | | | SCT | CAP | SCT | CAP | Compensation | Compensation | Company | Biotech Index | | selected | | | Compensation | Compensation | Compensation | Compensation | for Other | for Other | Total Share- | Total Share- | Net Loss | Financial Perf. | | Year | for CEO 1 | for CEO 1 | for CEO 2 | for CEO 2 | NEOs | NEOs | holder Return | holder Return | ($M) | Measure | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | $1,888,175 | $(1,619,671) | $N/A | $N/A | $1,289,268 | $684,323 | $5.88 | $124.75 | $(391.0) | $— | | 2024 | $10,953,192 | $7,048,573 | $N/A | $N/A | $3,258,633 | $2,925,794 | $26.72 | $118.20 | $(372.2) | $— | | 2023 | $4,794,680 | $5,215,475 | $N/A | $N/A | $1,689,055 | $1,796,364 | $29.36 | $118.87 | $(444.0) | $— | | 2022 | $5,259,100 | $(173,208) | $N/A | $N/A | $2,159,230 | $(50,500) | $23.08 | $113.65 | $(395.9) | $— | | 2021 | $3,216,310 | $3,169,786 | $7,011,698 | $(2,484,140) | $3,270,763 | $(324,022) | $68.95 | $126.45 | $(342.3) | $— |

  91. PAY VERSUS PERFORMANCE

    Columns (b), (d) and (f). Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for our CEOs and average amount reported for our non-CEO NEOs, for the respective years shown. Our CEOs and non-CEO NEOs for each of these fiscal years are shown below:

  92. PAY VERSUS PERFORMANCE

    | Year | CEO | Non-CEO NEOs | | 2025 | Frederick G. Vogt, Ph.D., J.D. | Corleen Roche, Dan Kirby, Igor Bilinsky, Ph.D., Raj Puri, M.D., Ph.D., Jean-Marc Bellemin, Matthew W. Rosinack | | 2024 | Frederick G. Vogt, Ph.D., J.D. | Friedrich Graf Finckenstein, M.D., Jean-Marc Bellemin, Igor Bilinsky, Ph.D., Raj Puri, M.D., Ph.D. | | 2023 | Frederick G. Vogt, Ph.D., J.D. | Friedrich Graf Finckenstein, M.D., Jean-Marc Bellemin, Igor Bilinsky, Ph.D. | | 2022 | Frederick G. Vogt, Ph.D., J.D. | Friedrich Graf Finckenstein, M.D., Jean-Marc Bellemin, Igor Bilinsky, Ph.D. | | 2021 | Frederick G. Vogt, Ph.D., J.D. (effective June 10, 2021), Maria Fardis, Ph.D. (until June 10, 2021) | Friedrich Graf Finckenstein, M.D., Jean-Marc Bellemin, Igor Bilinsky, Ph.D., Michael Swartzburg |

  93. PAY VERSUS PERFORMANCE

    Columns (c), (e) and (g). CAP to our CEOs and the average CAP to our non-CEO NEOs for the respective years shown reflect the respective amounts set forth in columns (b), (d) and (f) of the table above, adjusted as determined in accordance with SEC rules and calculation methodology. Adjustments for the fiscal year ended December 31, 2025, are set forth in the table below. The dollar amounts reflected in columns (c), (e) and (g) of the table above do not reflect the actual amount of compensation earned by or paid to our CEOs and non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee regarding the CEO’s and average non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section in this proxy statement as well as the proxy statements reporting pay for the prior fiscal years covered in these tables.

  94. PAY VERSUS PERFORMANCE

    | | 2025 | | | | CAP | Average | | | Compensation | CAP | | | for | Compensation | | Adjustments | CEO 1 | for other NEOs | | Reported Summary Compensation Table Total | $1,888,175 | $1,289,268 | | Deduction for amounts reported under Stock Awards and Option Awards columns in Summary Compensation Table for applicable fiscal year. | $(759,375) | $(667,530) | | Add back: The year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the fiscal year | $511,873 | $414,854 | | The change in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year | $(1,152,487) | $(90,441) | | For awards that are granted and vest in the same year, the fair value as of the vesting date | $— | $— | | For awards granted in prior years that vest in the fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date | $(2,107,858) | $(261,827) | | "Compensation Actually Paid" | (1,619,671) | 684,323 |

  95. PAY VERSUS PERFORMANCE

    Column (h). Illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock made on December 31, 2020. Column (i). Illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 made on December 31, 2020, in the NASDAQ Biotechnology Index, which is the same peer group used for the Stock Performance Graph included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 24, 2026. Column (j). Reflects “Net Income” in the Company’s Consolidated Statement of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021. Column (k). At this time, given that we have only recently become a commercial company without significant revenue, we do not use any specific company-selected financial measures for purposes of determining “compensation actually paid.” As is the case with many companies in the biotechnology industry, our annual incentive objectives are generally tied to the Company’s strategic and operational goals rather than financial goals. However, our Compensation Committee has approved robust goals and objectives discussed annually in our Compensation Discussion and Analysis section in this proxy statement and the proxy statements reporting pay for the fiscal years covered in these tables. Accordingly, we do not have a financial metric in our executive compensation program that would constitute the Company Selected Measure, as contemplated under the SEC Pay Versus Performance disclosure rules.

  96. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO SEC rules require companies to disclose the ratio of the total annual compensation of the principal executive officer to the median employee’s total annual compensation. For 2025, we identified the median employee by examining the 2025 total annual target cash compensation for all individuals, excluding our Interim Chief Executive Officer, who were employed by us on December 23, 2025. For all employees, we examined target total cash compensation, which included base salary and target annual incentive compensation. We annualized the compensation of all permanent employees who were not employed by us for all of 2025. After identifying the median employee based on target total cash compensation as described above, we calculated annual total compensation for that employee using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table above. The total annual compensation of the median employee for 2025 was $153,409. The total annual compensation including bonuses for our Interim Chief Executive Officer for 2025 was $1,888,175. The ratio of Interim Chief Executive Officer total annual compensation to the median employee total annual compensation for 2025 was approximately 12.31 to 1. Because Item 402(u) of Regulation S-K permits companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect a Company’s employee population and compensation practices, we believe that our CEO Pay Ratio should not be used as a basis for comparison between companies.