DEF 14A of Black Diamond Therapeutics, Inc., Apr 29, 2026

DEF 14A of Black Diamond Therapeutics, Inc.

Filed Apr 29, 2026 · FY20250001104659-26-051474

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class I directors are Prakash Raman and Mark A. Velleca, and their terms will expire at the annual meeting of stockholders to be held in 2027; • the Class II directors are Ali Behbahani, Garry E. Menzel and Samarth Kulkarni, and their terms will expire at the annual meeting of stockholders to be held in 2028; and • the Class III directors are Shannon Campbell and Kapil Dhingra, and their terms will expire at the Annual Meeting. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be fixed from time to time by resolution of the majority of our board of directors. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote at an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Shannon Campbell and Kapil Dhingra for election as the Class III directors at the Annual Meeting. The nominees are presently directors, and each has indicated a willingness to continue to serve as a director, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.

  2. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2026.

  3. Nominees for Election as Class III Directors

    | Name | Positions and Offices Held with the Company | Director Since | Age | | Shannon Campbell | Director | 2024 | 60 | | Kapil Dhingra, M.B.B.S. | Director | 2021 | 66 |

  4. Nominees for Election as Class III Directors

    Shannon Campbell has been a member of our board of directors since April 2024. Ms. Campbell previously served as the Executive Vice President and Chief Commercial Officer of Merus N.V. (acquired by Genmab A/S), or Merus, a then-publicly traded clinical-stage oncology company engaged in developing multi-specific antibody therapeutics, from February 2022 to January 2026, where she was responsible for Merus’s global commercialization strategy and activity. Before joining Merus, from August 2017 to January 2022, Ms. Campbell worked at Novartis AG, or Novartis, a publicly traded multinational pharmaceutical corporation, where she led Novartis’s U.S. Oncology Solid Tumor Franchise, and was responsible for a broad portfolio of therapies in oncology and rare diseases. Prior to Novartis, from 2005 to 2017, Ms. Campbell was at Bayer HealthCare Pharmaceuticals Inc., a biopharmaceutical company, where she served in roles of increasing responsibility, most recently as Vice President & General Manager, Oncology. Earlier in her career, Ms. Campbell held positions of increasing responsibility at Abbott Labs, a biotechnology company, from 2003 to 2005, and Pharmacia heritage companies (Pharmacia & Upjohn, The Upjohn Company), from 1989 to 2003. With over 30 years of biopharmaceutical experience, Ms. Campbell possesses deep expertise in commercializing transformative medicines globally. Ms. Campbell holds a B.S. degree from Ithaca College and has completed leadership, strategy, and finance programs at the University of Michigan Ross School of Business, IMD, Harvard Business School, and The Wharton School, University of Pennsylvania. We believe that Ms. Campbell is qualified to serve on our board of directors because of her extensive background and leadership experience in the biopharmaceutical industry, in particular in commercialization of oncology products. Kapil Dhingra, M.B.B.S. has been a member of our board of directors since January 2021. Dr. Dhingra currently serves as the Managing Member of KAPital Consulting, LLC, a healthcare consulting firm that he founded in 2008. Dr. Dhingra has over 30 years of experience in oncology clinical research and drug development. From 1999 to 2008, Dr. Dhingra worked at Hoffmann-La Roche AG, a Swiss multinational healthcare company, where he served in roles of increasing responsibility, most recently as Vice President, Head of the Oncology Disease Biology Leadership Team and Head of Oncology Clinical Development. From 2000 to 2008, he held a Clinical Affiliate appointment at Memorial Sloan Kettering Cancer Center. From 1996 to 1999, Dr. Dhingra worked at Eli Lilly and Company, a pharmaceutical company, where he served in roles of increasing responsibility, most recently as Senior Clinical Research Physician. Dr. Dhingra also served as a Clinical Associate Professor of Medicine at the Indiana University School of Medicine 1997 to 1999. Prior to Eli Lilly and Company, Dr. Dhingra was a member of the faculty of the MD Anderson Cancer Center of the University of Texas from 1989 to 1996. Dr. Dhingra currently serves on the boards of directors of several publicly-traded biotechnology companies, including Replimune, Inc. and Median Technologies SA, as well as a number of privately-held biotechnology companies. Dr. Dhingra previously served on the board of Autolus Therapeutics plc from November 2014 to December 2023, Cargo Therapeutics, Inc. from April 2024 to August 2025, and LAVA Therapeutics N.V. from February 2021 to November 2025. He also previously served on the boards of several biotech companies, including BioVex, Inc., Micromet, Inc., Algeta ASA, YM Biosciences Inc., Epitherapeutics, Exosome Diagnostics, Inc., Advanced Accelerator Applications S.A., and Five Prime Therapeutics, Inc., which were all acquired by major pharmaceutical companies. Dr. Dhingra holds an M.B.B.S. from the All India Institute of Medical Sciences in New Delhi, India. He completed his residency in Internal Medicine at the Lincoln Medical and Mental Health Center of New York Medical College and completed his fellowship in Hematology and Oncology at Emory University School of Medicine. We believe that Dr. Dhingra is qualified to serve on our board of directors because of his extensive experience in executive positions with several pharmaceutical companies and in the clinical development of pharmaceuticals in several therapeutic areas, including in oncology, and his experience serving on the boards of numerous publicly traded life science companies.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2026.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with the Company | Director Since | Class and Year in Which Term Will Expire | Age | | Prakash Raman, Ph.D. | Director | 2024 | Class I – 2027 | 56 | | Mark A. Velleca, M.D., Ph.D. | President, Chief Executive Officer, Chair and Director | 2021 | Class I – 2027 | 62 | | Ali Behbahani, M.D. | Director | 2018 | Class II – 2028 | 49 | | Garry E. Menzel, Ph.D. | Director | 2017 | Class II – 2028 | 61 | | Samarth Kulkarni, Ph.D | Director | 2019 | Class II – 2028 | 47 |

  7. Class I Directors (Term Expires at the 2027 Annual Meeting of Stockholders)

    Class I Directors (Term Expires at the 2027 Annual Meeting of Stockholders) Prakash Raman, Ph.D. has served as a member of our board of directors since April 2024. Dr. Raman has over two decades of biopharmaceutical business development and executive leadership experience, blending his scientific background, program and portfolio management and strong business development experience to lead and support biopharma companies. Since April 2024, Dr. Raman has served as Chief Executive Officer at InduPro, Inc., a privately held biotechnology company focused on novel therapeutics for the treatment of cancer and autoimmune diseases, where he also serves as a member of the board of directors. From February 2022 to March 2024, Dr. Raman was President and Chief Executive Officer of Ribon Therapeutics, Inc., a privately held biopharmaceutical company that was focused on first-in-class small molecule drugs for oncology and immunology. Previously, from October 2019 to February 2022, Dr. Raman served as Senior Partner, Chief Business Development Officer at Flagship Pioneering, or Flagship, a venture capital company, where he leveraged the platforms and assets in Flagship’s network to generate opportunities for significant value creation. Prior to Flagship, Dr. Raman spent nearly fourteen years at Novartis AG, or Novartis, a publicly traded multinational pharmaceutical corporation, from 2005 until 2011 and from 2012 until October 2019, most recently as its Vice President, Global Head of Novartis Institutes for Biomedical Research Business Development and Licensing. During his time at Novartis, Dr. Raman was instrumental in forging key collaborations in immuno-oncology, executing many out-licensing opportunities and guiding key acquisitions. From 2011 to 2012, Dr. Raman was Head of Project Management, Infectious Diseases at AstraZeneca plc, a publicly traded biopharmaceutical company, and, from 1999 to 2005, a Senior Scientist at Millennium Pharmaceuticals, Inc. (now Takeda Oncology), a biopharmaceutical company. Dr. Raman currently serves as a member of the board of directors of NAYA Biosciences, Inc., a publicly traded life science portfolio company. Dr. Raman completed his undergraduate work at the Indian Institute of Technology in Bombay, India. Dr. Raman received his Ph.D. in Organic and Medicinal Chemistry from the University of Wisconsin-Madison, and was a post-doctoral fellow at The Scripps Research Institute. We believe that Dr. Raman is qualified to serve on our board of directors based on his deep knowledge in the areas of business development and corporate strategy and extensive operational and leadership experience in the biopharmaceutical industry. Mark A. Velleca, M.D., Ph.D. has been our President and Chief Executive Officer since September 2023, and has served as our chair since December 2022 and a member of our board of directors since August 2021. Prior to joining our board of directors, from May 2014 to December 2020, Dr. Velleca served as President and Chief Executive Officer and from May 2014 to September 2023 as a director, of G1 Therapeutics, Inc., or G1 Therapeutics, a publicly-traded commercial stage oncology company. Prior to joining G1 Therapeutics, Dr. Velleca was a co-founder and served as Senior Vice President of CGI Pharmaceuticals, Inc., or CGI, a biopharmaceutical company, from 1999 to 2010, where he managed the company from its inception through clinical trials of multiple drug candidates. After CGI was acquired by Gilead Sciences, Inc., or Gilead, a biotechnology company, in 2010, Dr. Velleca served as a Senior Advisor to Gilead in R&D Strategy and Corporate Strategy from 2010 to April 2012, where he worked to help build its oncology pipeline. Dr. Velleca served as Executive Vice President at The Leukemia & Lymphoma Society from April 2012 to April 2014. Dr. Velleca currently serves as executive chair of the board of directors of iOnctura, a clinical-stage biopharmaceutical company combating neglected and hard-to-treat cancers, and as a director of Create Medicines, Inc., a privately held clinical stage mRNA- immunotherapy company. From February 2022 to February 2023, Dr. Velleca served as Chief Executive Officer of StrideBio, Inc., a privately held gene therapy company, and from April 2021 to February 2023, as a Venture Partner at Hatteras Venture Partners, a venture capital firm. Dr. Velleca began his career as an attending physician at Yale New Haven Hospital and was on the faculty of the Yale University School of Medicine. Dr. Velleca received his B.S. from Yale University, and his M.D. and Ph.D. from Washington University in St. Louis. We believe that Dr. Velleca is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his extensive experience in leadership and operational roles in the pharmaceutical industry and his experience as a venture capitalist.

  8. Class II Directors (Term Expires at the 2028 Annual Meeting of Stockholders)

    Class II Directors (Term Expires at the 2028 Annual Meeting of Stockholders) Ali Behbahani, M.D. has been a member of our board of directors since December 2018. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, a venture capital firm, in 2007 and is currently a Partner and Co-Head of Healthcare. Prior to joining NEA, Dr. Behbahani served as a consultant in business development at The Medicines Company, a specialty pharmaceutical company developing acute care cardiovascular products. In addition, Dr. Behbahani formerly served as a Venture Associate at Morgan Stanley, an investment bank and financial services company, and as a Healthcare Investment Banking Analyst at Lehman Brothers, a global financial services firm, from 1998 to 2000. Dr. Behbahani has also served as a member of the boards of directors of several publicly traded companies, including NKarta, Inc., a biopharmaceutical company, since August 2015 and chairman since August 2019, CRISPR Therapeutics AG, a biopharmaceutical company, since April 2015, Monte Rosa Therapeutics, Inc., a biopharmaceutical company, since April 2020, Arcellx, Inc. (which has entered into a definitive agreement to be acquired by Gilead Sciences, expected to close in the second quarter of 2026), a biotechnology company, since February 2015, Korro Bio, Inc., a biopharmaceutical company, since August 2019, and Spyglass Pharma, Inc., a biopharmaceutical company, since May 2019. Dr. Behbahani previously served as a member of the boards of directors of CVRx, Inc., a biopharmaceutical company, from July 2013 to September 2024, Minerva Surgical Inc., a biotechnology company, from May 2011 to January 2024, Oyster Point Pharma, Inc., a biopharmaceutical company, from July 2017 to January 2023, where he served as chairman from October 2020 until July 2021, Genocea Biosciences, Inc., a biopharmaceutical company, from February 2018 to May 2022, and Adaptimmune Therapeutics plc, a biopharmaceutical company, from September 2014 to November 2025. Dr. Behbahani received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania, where he graduated with Honors and was a Palmer Scholar, and a B.S. in Biomedical Engineering, Electrical Engineering and Chemistry from Duke University. We believe that Dr. Behbahani is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his extensive investment experience in the life sciences and his service as a director of other publicly traded biopharmaceutical companies. Garry E. Menzel, Ph.D. has been a member of our board of directors since March 2017. Dr. Menzel has served as an Operating Partner at GHO Capital Partners LLP, an independent healthcare private equity firm in Europe, since March 2024. From October 2016 until completion of the combination with Adaptimmune Therapeutics plc in June 2023, Dr. Menzel served as a member of the board of directors, President and Chief Executive Officer at TCR2 Therapeutics Inc., a publicly traded immunotherapy company. Previously, Dr. Menzel was Chief Strategy Officer at Axcella Health Inc., a publicly traded biotechnology company, from July 2015 to September 2016, the Chief Financial Officer at DaVita Inc., a healthcare services company, from 2013 to May 2015, and the Chief Operating Officer at Regulus Therapeutics Inc., a biopharmaceutical company, from 2008 to 2013. Dr. Menzel also had global leadership roles in running the biotechnology practices at Goldman Sachs & Co. LLC and Credit Suisse Group AG, both of which are multinational investment bank and financial services companies, from 1994 to 2004 and from 2004 to 2008, respectively. In addition, he was a consultant with Bain & Company, a global management consulting firm, and was a research assistant at SmithKline Beecham PLC (now GlaxoSmithKline PLC). Dr. Menzel has served as a member of the board of directors at Stoke Therapeutics, Inc., a biotechnology company, since August 2020, and as a member of the board of directors at Adaptimmune Therapeutics plc since June 2023. Dr. Menzel received his B.S. in Biochemistry from Imperial College of Science and Technology in London, his Ph.D. from the University of Cambridge, where he studied the regulation of oncogenes in immune cells, and his M.B.A. from the Stanford University Graduate School of Business. We believe that Dr. Menzel is qualified to serve as a member of our board of directors because of his scientific background, financial expertise and extensive corporate leadership experience in the life sciences industry. Samarth Kulkarni, Ph.D. has been a member of our board of directors since November 2019 and has served as our lead independent director since September 2023. Dr. Kulkarni has served as the Chief Executive Officer of CRISPR Therapeutics AG, or CRISPR, a biopharmaceutical company, since December 2017, where he also serves as a member of its board of directors, a position he has held since June 2018, and as chairman of its board of directors since September 2023. Previously, Dr. Kulkarni served as CRISPR’s President and Chief Business Officer from May 2017 to November 2017 and, before that, as Chief Business Officer from August 2015 when he joined the company. Prior to joining CRISPR, Dr. Kulkarni was at McKinsey & Company, a global consulting firm, from 2006 to July 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni has also served as a member of the boards of directors of Repare Therapeutics Inc., a precision oncology company, since November 2019, Centessa Pharmaceuticals plc, a biotechnology company, since February 2021, and Oruka Therapeutics, Inc., a biotechnology company, since June 2024. Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals. We believe that Dr. Kulkarni is qualified to serve on our board of directors based on his scientific background and experience as a consultant and an executive in the biopharmaceutical industry. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

  9. Director Compensation

    Director Compensation The table below shows all compensation earned by or paid to our non-employee directors during the year ended December 31, 2025, or fiscal year 2025. During fiscal year 2025, Mark A. Velleca, our President and Chief Executive Officer, served as a member of our board of directors as well as an employee, and received no additional compensation for his services as a member of our board of directors. The compensation received by Dr. Velleca during fiscal year 2025 is set forth in the section of this proxy statement captioned “Executive Compensation — 2025 Summary Compensation Table.”

  10. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  11. Non-Employee Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Option Awards ($)(3) | Total ($) | | Ali Behbahani, M.D. | 57,500 | 57,030 | 114,530 | | Shannon Campbell | 51,000 | 57,030 | 108,030 | | Kapil Dhingra, M.B.B.S. | 48,000 | 57,030 | 105,030 | | Samarth Kulkarni, Ph.D. | 69,000 | 57,030 | 126,030 | | Garry E. Menzel, Ph.D. | 60,000 | 57,030 | 117,030 | | Prakash Raman, Ph.D. | 51,500 | 57,030 | 108,530 |

  12. Non-Employee Director Compensation Table

    (1) As of December 31, 2025, Dr. Behbahani held outstanding options for 107,600 shares of our common stock, Ms. Campbell held outstanding options for 122,200 shares of our common stock, Dr. Dhingra held outstanding options for 196,795 shares of our common stock, Dr. Kulkarni held outstanding options for 175,574 shares of our common stock, Dr. Menzel held outstanding options for 161,382 shares of our common stock, and Dr. Raman held outstanding options for 122,200 shares of our common stock. (2) Amounts represent cash compensation for services rendered by each member of the board of directors. Dr. Behbahani and Dr. Raman elected to receive their cash compensation in the form of unrestricted shares. (3) Amounts shown reflect the grant date fair value of stock option awards granted during fiscal year 2025. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options. See Note 8 to our audited consolidated financial statements in our 2025 Annual Report regarding certain assumptions we made in determining the fair value of option awards.

  13. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our non-employee directors are compensated pursuant to a formal policy, pursuant to which we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chair of each committee receives a higher retainer for such service. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  14. Non-Employee Director Compensation Program

    | Annual Retainer for Board Membership | | | Annual service on the board of directors | $40,000 | | Additional Annual Retainer for Board Membership | | | Annual service as non-executive chair of the board | $30,000 | | Annual service as lead independent director of the board | $25,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the audit committee (other than chair) | $7,500 | | Annual service as chair of the audit committee | $15,000 | | Annual service as member of the compensation committee (other than chair) | $5,000 | | Annual service as chair of the compensation committee | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and corporate governance committee | $8,000 |

  15. Non-Employee Director Compensation Program

    Non-employee directors are given the opportunity to elect to receive all or a portion of their cash retainer and committee fees in the form of an equity award of unrestricted shares having a grant date fair value equal to the amount (or portion of the amount) of such retainer and committee fees. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of the board of directors and committees thereof. In addition, each new non-employee director elected to our board of directors will be granted an option to purchase 61,100 shares of our common stock on the date of such director’s election or appointment to the board of directors, which will vest ratably in thirty-six (36) equal monthly installments following the grant date, subject to the director’s continued service on our board of directors through such vesting date. On the date of each annual meeting of stockholders of our Company, each continuing non-employee director will be granted an option to purchase 30,550 shares of our common stock, which will vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting, subject to the director’s continued service on our board of directors through such vesting date. The value of all equity awards and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed: (i) $1,000,000 in the first calendar year an individual becomes a non-employee director; and (ii) $750,000 in any other calendar year. For the purpose of this limitation, the value of any equity award is its grant date fair value. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Employee directors will receive no additional compensation for their service as a director. In January 2026, we amended and restated our non-employee director compensation policy, effective January 1, 2026, for the following changes: • Removed the additional annual cash retainer for the non-executive chair of the board; • Increased the annual cash retainer for the compensation committee chair from $10,000 to $12,000; • Increased the annual cash retainer for compensation committee members (other than the chair) from $5,000 to $6,000; • Increased the annual cash retainer for the nominating and corporate governance committee chair from $8,000 to $10,000; • Increased the annual cash retainer for nominating and corporate governance committee members (other than the chair) from $4,000 to $5,000; • Increased the size of the new non-employee director option grant from 61,100 shares to 80,000 shares; and Increased the size of the annual non-employee director option grant from 30,550 shares to 40,000 shares.

  16. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  17. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mark A. Velleca, M.D., Ph.D. President and Chief Executive Officer | 2025 | 667,400 | 189,000 | 1,006,030 | 348,717 | 23,772 | 2,234,919 | | | 2024 | 644,800 | — | 1,882,269 | 319,176 | 8,866 | 2,855,111 | | Brent Hatzis-Schoch, Esq. Chief Operating Officer and General Counsel | 2025 | 511,000 | 189,000 | 352,029 | 206,444 | 23,772 | 1,282,245 | | | 2024 | 493,700 | — | 701,381 | 191,556 | 18,479 | 1,405,116 | | Sergey Yurasov, M.D., Ph.D. Chief Medical Officer | 2025 | 525,600 | 189,000 | 402,348 | 212,342 | 22,806 | 1,352,097 | | | 2024 | 507,800 | — | 788,851 | 197,026 | 21,143 | 1,514,820 |

  18. 2025 Summary Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the restricted stock units granted during fiscal year 2025, computed in accordance with FASB or ASC Topic 718, Compensation — Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 8 to our audited consolidated financial statements in our 2025 Annual Report. The amount reported in this column reflects the accounting cost for the restricted stock units and does not correspond to the actual economic value that may be received by our executives upon the settlement of the restricted stock units or any sale of the underlying shares of common stock. The amounts reported represent the aggregate grant date fair value of the stock options awarded to our named executive officers during fiscal years 2025 and 2024 calculated in accordance with FASB or ASC Topic 718, Compensation — Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 8 to our audited consolidated financial statements in our 2025 Annual Report. The amount reported in this column reflects the accounting cost for the stock option and does not correspond to the actual economic value that may be received by our executives upon the exercise of the stock option or any sale of the underlying shares of common stock. The amounts reported reflect bonuses based upon achievement of certain company and individual performance metrics. (4) For all of the named executive officers, the amounts reported for fiscal years 2025 and 2024 include a 401(k) matching contribution and a Company paid group term life insurance benefit for Dr. Velleca, Mr. Hatzis-Schoch, and Dr. Yurasov of $2,772, $2,772, and $1,806, respectively. For all of the named executive officers, the amounts reported for fiscal year 2024 additionally include a $500 per month stipend provided to all employees to be used at such employee’s discretion to support commuting, health and wellness or other personal expenses (which program was ended in February 2024).

  19. Outstanding Equity Awards at 2025 Fiscal Year End Table

    Outstanding Equity Awards at 2025 Fiscal Year End Table The following table presents information regarding all outstanding stock options and stock awards held by each of our named executive officers on December 31, 2025.

  20. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#)(3) | Market Value of Shares or Units of Stock that Have Not Vested ($)(4) | | Mark A. Velleca, M.D., Ph.D. | 8/9/2021 | 8/9/2021 | 30,000 | — | 9.85 | 8/8/2031 | — | — | | | 6/10/2022 | 6/7/2022 | 15,000 | — | 2.14 | 6/9/2032 | — | — | | | 5/16/2023 | 5/16/2023 | 16,500 | — | 1.82 | 5/15/2033 | — | — | | | 9/17/2023 | 9/17/2023 | 562,495 | 437,505 | 3.55 | 9/16/2033 | — | — | | | 2/14/2024 | 2/14/2024 | 246,123 | 290,877 | 4.86 | 2/13/2034 | — | — | | | 1/30/2025 | 1/30/2025 | — | 500,000 | 2.52 | 1/29/2035 | — | — | | | 1/30/2025 | 1/30/2025 | — | — | — | — | 75,000 | 182,250 | | Brent Hatzis-Schoch, Esq. | 6/12/2019(5) | 5/22/2019 | 160,474 | — | 3.20 | 6/11/2029 | — | — | | | 12/5/2019(5) | 12/5/2019 | 71,251 | — | 10.86 | 12/4/2029 | — | — | | | 1/29/2020 | 2/3/2020 | 78,751 | — | 19.00 | 1/29/2030 | — | — | | | 2/17/2021 | 2/17/2021 | 75,000 | — | 28.69 | 2/16/2031 | — | — | | | 2/15/2022 | 2/15/2022 | 86,248 | 3,752 | 3.79 | 2/14/2032 | — | — | | | 2/13/2023 | 2/13/2023 | 141,665 | 58,335 | 2.92 | 2/12/2033 | — | — | | | 2/14/2024 | 2/14/2024 | 91,666 | 108,334 | 4.86 | 2/13/2034 | — | — | | | 1/30/2025 | 1/30/2025 | — | 175,000 | 2.52 | 1/29/2035 | — | — | | | 1/30/2025 | 1/30/2025 | — | — | — | — | 75,000 | 182,250 | | Sergey Yurasov, M.D., Ph.D. | 6/1/2022 | 6/1/2022 | 218,747 | 31,253 | 1.69 | 5/31/2032 | — | — | | | 2/13/2023 | 2/13/2023 | 177,081 | 72,919 | 2.92 | 2/12/2033 | — | — | | | 2/14/2024 | 2/14/2024 | 103,124 | 121,876 | 4.86 | 2/13/2034 | — | — | | | 1/30/2025 | 1/30/2025 | — | 200,000 | 2.52 | 1/29/2035 | — | — | | | 1/30/2025 | 1/30/2025 | — | — | — | — | 75,000 | 182,250 |

  21. Outstanding Equity Awards at 2025 Fiscal Year End Table

    (1) Unless otherwise noted, each equity award is subject to the terms of our 2020 Stock Option and Incentive Plan, or 2020 Plan. Additionally, each grant is subject to certain acceleration benefits as described in “Employment Arrangements with Our Named Executive Officers” below. (2) 25% of the shares subject to the stock option vest on the first anniversary of the vesting commencement date and the remaining 75% vest in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. (3) 50% of the restricted stock units vest on the first anniversary of the vesting commencement date and the remaining 50% vest on the second anniversary of the vesting commencement date, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. (4) The amounts reported represent the number of unvested units multiplied by the closing market price of a share of our common stock on December 31, 2025, the last trading day of fiscal year 2025, which was $2.43. This option grant is subject to the terms of our 2017 Employee, Director and Consultant Equity Incentive Plan.

  22. PAY VERSUS PERFORMANCE

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

  23. PAY VERSUS PERFORMANCE

    | Fiscal Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4) | Net Income/(Loss) ($ million) | | 2025 | 2,234,919 | 2,567,164 | 1,317,171 | 1,430,029 | $89 | 22,367 | | 2024 | 2,855,111 | 1,945,965 | 1,459,968 | 1,198,688 | $76 | (69,676) |

  24. PAY VERSUS PERFORMANCE

    (1) Dr. Velleca served as our PEO for the entirety of 2025 and 2024 and Mr. Hatzis-Schoch and Mr. Yurasov were our other named executive officers for such years. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Dr. Velleca and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the named executive officers reported for the applicable year other than the PEO. (3) To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. “Compensation Actually Paid” does not reflect the actual amount of compensation earned by or paid to the individuals — a reconciliation of the adjustments for Dr. Velleca and for the average of the other named executive officers is set forth following the footnotes to this table. Pursuant to rules of the SEC, TSR is calculated by taking the difference between the Company’s share price at the end and the beginning of the measurement period and dividing it by the Company’s share price at the beginning of the measurement period. The Company did not issue any dividends during the measurement period. Historic stock price performance is not necessarily indicative of future stock price performance.

  25. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  26. Compensation Actually Paid Adjustments

    | | PEO | | | Fiscal Year | 2025 | 2024 | | Summary Compensation Table Total(a) | $2,234,919 | $2,855,111 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(1,195,030) | $(1,882,269) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $1,239,599 | $950,518 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | $110,272 | $(483,040) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $177,405 | $505,645 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | — | | Compensation Actually Paid | $2,567,164 | $1,945,965 |

  27. Compensation Actually Paid Adjustments

    | | Other Named Executive Officers(h) | | | Fiscal Year | 2025 | 2024 | | Summary Compensation Table Total(a) | $1,317,171 | $1,459,968 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(566,188) | $(745,116) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $578,756 | $376,136 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | $29,873 | $(129,144) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $70,418 | $236,844 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | — | | Compensation Actually Paid | $1,430,029 | $1,198,688 |

  28. Compensation Actually Paid Adjustments

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the Other Named Executive Officers, amounts shown represent averages. (b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. (d) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (e) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h) See footnote 1 above for the named executive officers included in the average for each year.

  29. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the Company’s TSR over the period covering 2024 and 2025.

  30. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    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 PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) over the period covering 2024 and 2025.

  31. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers Our compensation committee does not use financial performance measures when making pay for performance decisions because we generally seek to incentivize long term performance rather than yearly financial performance. As is the case with many companies in the biotechnology industry, the Company relies primarily on non-financial strategic and operational goals in setting compensation for our named executive officers.