DEF 14A of Milestone Pharmaceuticals Inc., Apr 30, 2026

DEF 14A of Milestone Pharmaceuticals Inc.

Filed Apr 30, 2026 · FY20250001104659-26-052880

Open on EDGAR

  1. Nominees for Director

    Nominees for Director The names of the nominees for directors and certain information about each individual as of April 15, 2026, unless noted otherwise, are set forth below:

  2. Nominees for Director

    | Name | Positions and Committee Membership on Milestone Board | Director Since | Age | Independent | | Robert J. Wills | Director and Chair of the Board, Audit Committee and Nominating and Corporate Governance Committee member | October 2020 | 72 | Yes | | Stuart M. Duty | Director, Nominating and Corporate Governance Committee member | July 2024 | 61 | Yes | | Seth H.Z. Fischer | Director and Compensation Committee Member | March 2023 | 70 | Yes | | Lisa M. Giles | Director and Nominating and Corporate Governance Committee member | October 2020 | 67 | Yes | | Joseph Oliveto | President, Chief Executive Officer and Director | July 2017 | 59 | No | | Joseph C. Papa | Director and Compensation Committee member | September 2024 | 70 | Yes | | Andrew R. Saik | Director and Audit Committee member | July 2024 | 56 | Yes | | Michael Tomsicek | Director, Audit Committee and Compensation Committee member | April 2019 | 60 | Yes |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. Background

    Background We have eight Director nominees standing for election at the Annual Meeting. Pursuant to the Company’s Bylaws, Directors are elected annually. Directors elected at the Annual Meeting will hold office until the close of the 2027 Annual Meeting of Shareholders of the Company or until their successors are duly elected or appointed, or until such Director’s earlier resignation or removal. Each of the eight Director nominees has established his or her eligibility and willingness to serve on the Board. Set forth below are the names of the Director nominees together with details about their backgrounds and experience. All of the nominees for election at the Annual Meeting have previously been elected by our shareholders. Seven of the eight Director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, all members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent Directors. For more details regarding the independence of director nominees, please see the discussion under the section entitled “Director Independence” on page 32. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the eight Director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Annual Meeting any of these Director nominees are unable or unwilling to serve, unless otherwise specified in the signed Proxy Card, it is intended that the designated proxyholders will vote in their discretion for a substitute nominee or nominees. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE EIGHT DIRECTOR NOMINEES NAMED IN THIS PROPOSAL NO. 1.

  5. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS Each of the proposed Director nominees is an incumbent Director. Each Director nominee elected at the Annual Meeting will hold office until the close of the 2027 Annual Meeting of Shareholders or until his or her successor is duly elected or appointed, or until such Director’s earlier resignation or removal. None of the Directors or Director nominees were selected for nomination at this year’s Annual Meeting pursuant to any arrangement or understanding. None of the Directors or Director nominees are related by blood, marriage or adoption to one another or to any Named Executive Officer of the Company. The following table sets forth the names and ages, as of the date of this Proxy Statement, of each of our Director nominees, and the subsequent narrative provides details about each of the Director nominees’ background and experience, and summarizes the specific attributes, competencies and characteristics that led to the Nominating and Corporate Governance Committee’s and the Board’s determination to nominate such individual as a Director for election by the shareholders at the Annual Meeting.

  6. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | NAME | AGE | POSITION(S) | DIRECTOR SINCE | RESIDENCE | | Robert J. Wills | 72 | Director and Chair of the Board | October 2020 | New Jersey (USA) | | Joseph Oliveto | 59 | President, Chief Executive Officer and Director | July 2017 | North Carolina (USA) | | Stuart M. Duty | 61 | Director | July 2024 | Texas (USA) | | Seth H.Z. Fischer | 70 | Director | March 2023 | Florida (USA) | | Lisa M. Giles | 67 | Director | October 2020 | South Carolina (USA) | | Joseph C. Papa | 70 | Director | September 2024 | Florida (USA) | | Andrew R. Saik | 56 | Director | July 2024 | New Jersey (USA) | | Michael Tomsicek | 60 | Director | April 2019 | Wisconsin (USA) |

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | Robert J. Wills Independent Chair of the Board Director Since: 2020 Age: 72 Committees: ● Audit Committee ● Nominating and Corporate Governance Committee (Chair) Other Public Company Directorships: ● Alpha Cognition Inc. (Nasdaq: ACOG) (since April 2025) ● Oncternal Therapeutics, Inc. (Nasdaq: ONCT) (since 2019) ● CymaBay Therapeutics, Inc. (Nasdaq: CBAY) (2015-2024, until acquisition by Gilead Sciences) | Key Experience and Qualifications Dr. Wills brings to the Board over 45 years of experience in the pharmaceutical industry with an extensive track record of successful oversight of multiple phases of drug development cycle, including preclinical research, late-stage development pipelines, regulatory approvals and strategic partnering. Dr. Wills also contributes to the Board his extensive expertise actively managing and negotiating global strategic alliances, assessing the competitive landscape and fostering financial, operational and strategic synergies. We believe Dr. Wills’ management and industry experience, including his public company board member experience, qualifies him to serve on our Board. Professional Experience Johnson & Johnson (NYSE: JNJ) – multinational medical device, pharmaceutical and consumer goods manufacturing company ● Vice President, Alliance Manager (2002-2015) Hoffmann-La Roche Inc. – multinational holding healthcare company Education ● BS in Biochemistry, University of Wisconsin ● MS in Pharmaceutics, University of Wisconsin ● PhD in Pharmaceutics, University of Texas |

  9. Director Nominees

    | Joseph Oliveto Executive Director Director Since: 2017 Age: 59 Other Public Company Directorships: ● Chelsea Therapeutics International (Nasdaq: CHTP (2013 until acquisition by Lundbeck, Inc.) | Key Experience and Qualifications Mr. Oliveto brings more than 30 years of pharmaceutical and biotech experience across drug development, commercialization, manufacturing and business development. He has served as our President and CEO since 2017, and contributes a long track record of successful late-stage development business experience, which has included business turnarounds, comprehensive launch programs, FDA approvals and a number of licensing and strategic transactions. We believe that Mr. Oliveto’s significant experience in the areas of drug development, commercialization and manufacturing as well as business development, qualifies him to serve on our Board. Professional Experience Milestone Pharmaceuticals, Inc. (Nasdaq: MIST) ● President and Chief Executive Officer (since 2017) Galleon Pharmaceuticals, Inc. – medical product manufacturer ● Chief Executive Officer (2015-2016) Chelsea Therapeutics International (Nasdaq: CHTP) (acquired by Lundbeck, Inc.) – development stage biopharmaceutical company ● President and Chief Executive Officer (2012-2014) ● Vice President, Operations (2008-2012) Pappas Ventures – life sciences venture capital firm ● Executive in Residence (2006-2008) Hoffman La Roche – multinational pharmaceuticals and diagnostics healthcare company ● Global Alliance Director / Licensing Director (2003-2008) ● Various senior leadership positions (1989-2002) Education ● BA in Chemistry, Rutgers University ● MBA, Rutgers University |

  10. Director Nominees

    | Stuart Duty Independent Director Director Since: 2024 Age: 61 Committees: ● Nominating and Corporate Governance Committee Other Public Company Directorships: ● Achieve Life Sciences, Inc. (Nasdaq: ACHV) (since 2023) ● EyePoint Pharmaceuticals (Nasdaq: EYPT) (since 2023) | Key Experience and Qualifications Mr. Duty contributes over 30 years of investment banking, financing and operational experience in the biotechnology and specialty pharmaceuticals sectors. His extensive background in advising companies and corporate boards on complex financing activities, including cross-border transactions in the U.S., Japan, China, Canada and various European countries, contributes to board discussions on the Company’s operations and global strategy. We believe Mr. Duty’s extensive banking and financial experience qualifies him to serve on our Board. Professional Experience Guggenheim Securities, LLC – global investment and advisory financial services firm ● Senior Managing Director (2012-2023) Piper Jaffray Companies (NYSE: PJC) (now Piper Sandler Companies) – global investment firm ● Managing Director, Co-Head, Healthcare Investment Banking (2007-2012), (1999-2002) Oracle Partners, L.P. – private healthcare focused investment fund ● Chief Operating Officer (2002-2007) Montgomery Securities – investment bank specializing in technology and healthcare ● Managing Director, Healthcare Investment Banking (1993-1999) Curative Technologies, Inc. – developer of therapeutics utilizing naturally occurring human growth factors to treat chronic non-healing wounds ● Director of Business Development (1992-1993) Education ● BA in Biochemistry, Occidental College ● MBA, Harvard Business School |

  11. Director Nominees

    | Seth H.Z. Fischer Independent Director Director Since: 2023 Age: 70 Committees: ● Compensation Committee Other Public Company Directorships: ● Esperion Therapeutics (Nasdaq: ESPR) (since 2021) ● Agile Therapeutics (Nasdaq: AGRX) (since 2016) ● Marinus Pharmaceuticals (Nasdaq: MRNS) (since 2016) ● Spectrum Pharmaceuticals (Nasdaq: SPPI) (2020-2023 until acquisition by Assertio) ● BioSig Technologies (Nasdaq: BSGM) (2013-2019) | Key Experience and Qualifications Mr. Fischer contributes over 40 years of experience in the pharmaceutical and medical device industry. He has held numerous executive leadership roles with responsibility over product commercialization in multiple therapeutic areas, including analgesic, anti-infective, cardiovascular, neurologic, psychiatric and women’s health. He oversaw the launch of one of the most successful women’s contraceptives in the U.S. In addition to an extensive career leading and developing strategic growth initiatives throughout the industry, Mr. Fischer brings vast corporate governance experience obtained through his experience serving on multiple public company boards. We believe Mr. Fischer’s management and industry experience, including his experience in public company management, qualifies him to serve on our Board. Professional Experience Vivus, Inc. – biopharmaceutical company ● Chief Executive Officer (2013-2017) Johnson & Johnson (NYSE: JNJ) – pharmaceutical and medical technology company ● Company Group Chairman, Worldwide Franchise Chairman Cardiovascular Care (2008-2012) ● Company Group Chairman, North America Pharmaceuticals (2004-2007) with responsibility for Ortho-McNeil Pharmaceuticals, Janssen, McNeil Pediatrics and Scios ● President, Ortho-McNeil Pharmaceuticals (2000-2004) ● Vice President, Sales and Marketing (1998-2000) U.S. Air Force ● Captain (1978-1982) Education ● BGS, Ohio University |

  12. Director Nominees

    | Lisa M. Giles Independent Director Director Since: 2020 Age: 67 Committees: ● Nominating and Corporate Governance Committee Other Public Company Directorships: ● HCW Biologics (Nasdaq: HCWB) (since 2021) ● GenMark Diagnostics, Inc. (Nasdaq: GNMK) (2015-2021, until its acquisition by Roche) ● Durata Therapeutics, Inc. (Nasdaq: DRTX) (2012-2014, until its acquisition by Actavis (Allergan) plc) | Key Experience and Qualifications Ms. Giles brings over 40 years of experience in the pharmaceutical, diagnostic and device industries, including executive leadership expertise overseeing complex strategic planning, portfolio prioritization, commercial launches and business development. During her service with global healthcare and pharmaceutical companies, Ms. Giles oversaw M&A due diligence, marketing research and portfolio decision analysis. She also contributes industry-relevant counsel on R&D portfolio optimization and best-in-class innovation tactics, technology and new markets forecasting to the Board. We believe Ms. Giles’ management and industry experience, qualifies her to serve on our Board. Professional Experience Giles & Associates Consultancy – private management consulting firm focused on life sciences and healthcare industries ● Founder, Managing Director and Chief Executive Officer (since 2000) Optivara – software as a service (SaaS) company serving the life sciences industry ● Chief Executive Officer (2013-2019) G.D. Searle & Company – division of agricultural biotechnology company, Monsanto ● Vice President, Strategy Development (1996-2000) Business Strategy Consulting, LLC – consulting services firm focused on finance, M&A and IT Abbott Laboratories (NYSE: ABT) – medical devices and healthcare company ● Various leadership roles with Diagnostic and Corporate Hospital Marketing Divisions (1983-1993) Education ● BS in Economics, Juniata College |

  13. Director Nominees

    | Joseph Papa Independent Director Director Since: 2024 Age: 70 Committees: ● Compensation Committee Other Public Company Directorships: ● Emergent BioSolutions Inc. (NYSE: EBS) (since 2024) ● Candel Therapeutics, Inc. (Nasdaq: CADL) (since 2022) ● Prometheus Biosciences, Inc. (Nasdaq: RXDX) (2020-2023, until its acquisition by Merck) ● Bausch + Lomb Corporation (NYSE: BLCO) (2022-2023) ● Bausch Health Companies Inc. (NYSE: BHC) (2016-2022) ● Smith & Nephew plc (NYSE: SNN) (2008-2018) ● Perrigo Company plc (NYSE: PRGO) (2006-2016) | Key Experience and Qualifications Mr. Papa contributes over 35 years of experience in the pharmaceutical, healthcare and specialty pharmaceutical industries. Throughout his career, Mr. Papa has served both on the boards and as officers of several public and multiple private companies. We believe Mr. Papa’s experience in the healthcare industry and navigating companies through transformative periods qualifies him to serve on our Board. Professional Experience Emergent BioSolutions Inc. (NYSE: EBS) – public health company ● Chief Executive Officer (since 2024) Bausch + Lomb Corporation (NYSE: BLCO) – global eye health company ● Chief Executive Officer (2022-2023) Bausch Health Companies Inc. (NYSE: BHC) – global pharmaceutical company ● Chief Executive Officer (2016-2022) Perrigo Company plc (NYSE: PRGO) – global pharmaceutical company ● Chief Executive Officer (2006-2016) Education ● BS in Pharmacy, University of Connecticut ● MBA, Kellogg Graduate School of Management |

  14. Director Nominees

    | Andrew Saik Independent Director Director Since: 2024 Age: 56 Committees: ● Audit Committee Other Public Company Directorships: ● PDS Biotechnology, Inc. (Nasdaq: PDSB) (formerly Edge Therapeutics) (2017-2020) | Key Experience and Qualifications Mr. Saik brings over 25 years of accounting and finance experience at biopharmaceutical companies. In his numerous senior executive finance roles, he has led private and public companies in developing industry-specific financial strategies, enhancing financial flexibility and spearheading capital structure transformations that have resulted in successful mergers and acquisitions. Additionally, Mr. Saik brings extensive management experience in IT, business development and investor relations. Professional Experience Arvinas, Inc. (Nasdaq: ARVN) – clinical-stage biotechnology company ● Chief Financial Officer (since 2024) Intercept Pharmaceuticals (Nasdaq: ICPT) (now a wholly owned subsidiary of Alfasigma S.p.A.) – biopharmaceutical company focused on rare and serious liver disease ● Chief Financial Officer (2021 to 2023) Vyne Therapeutics Inc. (Nasdaq: VYNE) – clinical-stage biopharmaceutical company focused on immuno-inflammatory conditions ● Chief Financial Officer (2020-2021) PDS Biotechnology, Inc. (Nasdaq: PDSB) (formerly Edge Therapeutics) – clinical-stage biopharmaceutical company developing cancer immunotherapies and infectious disease vaccines ● Chief Financial Officer (2017-2020) Vertice Pharma, LLC – Warburg Pincus-backed specialty pharmaceuticals company ● Chief Financial Officer (2015-2017) Auxilium Pharmaceuticals, Inc. (Nasdaq: AUXL) (now a wholly owned subsidiary of Endo International) – biopharmaceutical company ● Chief Financial Officer (2014-2015) Endo Pharmaceuticals (OTCQX: NDOI) (now Endo International) – diversified specialty pharmaceutical company ● Senior Vice President, Finance and Treasurer (2013-2014) Valeant Pharmaceuticals International (NYSE/TSX: BHC) (now Bausch Health) – global pharmaceutical company ● Senior financial management roles (2001-2012) Education ● BA in Economics, University of California, Los Angeles ● MBA, University of Southern California |

  15. Director Nominees

    | Michael Tomsicek Independent Director Director Since: 2019 Age: 60 Committees: ● Audit Committee ● Compensation Committee Other Public Company Directorships: ● Acrivon Therapeutics, Inc. (Nasdaq: ACRV) (since 2022) | Key Experience and Qualifications Mr. Tomsicek brings over 20 years of experience as a senior financial executive of global, publicly-traded pharmaceutical companies with extensive expertise overseeing financial planning and analysis, investor relations and corporate strategies throughout various financial operating environments. He also contributes to the Board a track record of leadership oversight of the regulatory approvals process and commercialization of cardiovascular medical devices. We believe Mr. Tomsicek’s management and industry experience, including his public company management experience, qualifies him to serve on our Board. Professional Experience CRISPR Therapeutics AG (Nasdaq: CRSP) – leading gene editing company ● Chief Financial Officer (2017-2021) Abiomed (NYSE: ABMD) – pharmaceutical and medical technology company focused on products aiding in circulatory support ● Chief Financial Officer (2015-2017) Cubist Pharmaceuticals (Nasdaq: CBST) (now wholly owned subsidiary of Merck) – pharmaceutical company focused on research, development and commercialization of pharmaceutical products in the acute care environment ● Chief Financial Officer (2013-2015) ● Senior Vice President, Finance & Deputy Chief Financial Officer (2012-2013) ● Vice President, Corporate Finance (2010-2012) GE Healthcare (Nasdaq: GEHC) – global medical technology, pharmaceutical diagnostics and digital solutions provider ● Chief Financial Officer, Global Ultrasound (2009-2010) ● Chief Financial Officer, Diagnostic Ultrasound (2006-2009) ● Finance Manager, Global Operations GEMSIT (2002-2006) Education ● BS in Engineering, University of Wisconsin ● MBA, University of Wisconsin |

  16. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  17. Compensation Committee

    | ● | reviewing and recommending to the Board the compensation of our directors; |

  18. Equity Awards Are an Important Part of Our Compensation Philosophy

    Equity Awards Are an Important Part of Our Compensation Philosophy The Board believes that the grant of equity awards is a key element underlying our ability to attract, retain and motivate our employees, non-employee directors and consultants because of the strong competition for highly trained and experienced individuals among biopharmaceutical companies. Strategic use of a broad-based equity program is core to our compensation philosophy that has historically granted long-term equity incentive awards to all employees on an annual basis to, among other things, align our employees’ interests with those of our shareholders by creating a culture of ownership. As of December 31, 2025, we had 38 full-time employees. As of April 15, 2026, this number has grown to 48 full-time employees and is expected to increase in 2026. As we continue to commercialize CARDAMYST(TM) (etripamil) nasal spray, which received FDA approval in December 2025, we continue to build out our manufacturing and commercial infrastructure. The Amended 2019 Plan will allow us to continue to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for our industry. To date, equity awards have been a key aspect of our program to attract and retain key employees, non-employee directors and consultants. We believe the use of equity awards strongly aligns the interests of our employees with those of our shareholders by placing a considerable proportion of our employees’ total compensation “at risk” because it is contingent on the appreciation in value of our common shares. In addition, we believe equity awards encourage employee ownership of our common shares and promote retention through the reward of long-term Company performance. The Amended 2019 Plan allows us to utilize a broad array of equity incentives with flexibility in designing such incentives, including traditional option grants, share appreciation rights, restricted share awards, restricted share unit awards, performance share awards and other share awards. As of April 15, 2026, share awards covering an aggregate of 15,308,170 common shares were outstanding under the 2019 Plan, and 1,502,710 shares remained available for future grant under the 2019 Plan. However, we believe that the common shares currently available for grant under the 2019 Plan will be insufficient to meet our anticipated recruiting and retention needs. Therefore, the Board believes that the approval of the Amended 2019 Plan is in the best interests of the Company and its shareholders and recommends a vote in favor of this Proposal No. 3. If our request to increase the share reserve of the 2019 Plan by 6,800,000 shares is approved, we will have approximately 8,302,710 common shares available for grant under the Amended 2019 Plan after the Annual Meeting, which the Board believes will provide sufficient equity for attracting, retaining and motivating employees for approximately at least one year, although the actual duration may vary based on changes in factors such as stock price fluctuation, estimated headcount, changes to business conditions and/or company strategies and projected equity award cancellations, particularly as a result of growing our workforce to support the commercialization of CARDAMYST in the United States.

  19. We Carefully Manage the Use of Equity Awards

    We Carefully Manage the Use of Equity Awards Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing shareholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize shareholders’ value by granting the appropriate number of equity awards necessary to attract, retain and motivate employees, non-employee Directors and key consultants. The following table provides certain additional information regarding our use of equity awards:

  20. We Carefully Manage the Use of Equity Awards

    | | As of April 15, 2026 | | Total number of shares subject to outstanding stock options(1) | 13,249,497 | | Weighted-average exercise price per share of outstanding stock options(1) | $3.58 | | Weighted-average remaining term of outstanding stock options (in years)(1) | 6.9 years | | Total number of shares subject to full value awards(3) | 2,304,673 | | Total number of shares available for grant under the 2019 Plan(2) | 1,502,710 | | Total number of shares outstanding | 119,637,391 | | Per-share closing price of our common shares as reported on Nasdaq Global Select Market | $2.20 | | Total number of pre-funded warrants outstanding(4) | 16,412,925 |

  21. We Carefully Manage the Use of Equity Awards

    | (1) Includes common shares subject to outstanding stock options under our Third Amended and Restated Stock Option Plan (the “2011 Plan”), the 2019 Plan and the Inducement Plan. |

  22. We Carefully Manage the Use of Equity Awards

    | (2) As of April 15, 2026, there were no common shares available for grant under any prior plans. |

  23. We Carefully Manage the Use of Equity Awards

    | (3) A “full value award” is any award, other than a stock option or share appreciation right for which the exercise or strike price is at least 100% of the fair market value of a common share on the date of grant. “Full value awards” include stock unit awards which have been granted under the Company’s 2011 Plan, 2019 Plan and the Inducement Plan. |

  24. We Carefully Manage the Use of Equity Awards

    | (4) Pre-funded warrants were not issued pursuant to the 2019 Plan or the Inducement Plan. See Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional details. |

  25. We Carefully Manage the Use of Equity Awards

    Common measures of an equity incentive plan’s cost include burn rate, dilution and overhang. The burn rate refers to how fast a company uses the supply of shares authorized for issuance under its equity incentive plan. Over the last three years, we have maintained an average burn rate of 4.0% of shares outstanding per year. Dilution measures the degree to which our shareholders’ ownership has been diluted by share-based compensation awarded under our equity incentive plans and also includes shares that may be awarded under our equity incentive plans in the future (“overhang”). The following table shows how our key equity metrics have changed over the past three years:

  26. We Carefully Manage the Use of Equity Awards

    | Key Equity Metrics | 2025 | 2024 | 2023 | | Burn Rate(1) | 3.4% | 4.1% | 4.6% | | Overhang(2) | 13.9% | 18.2% | 25.1% | | Dilution(3) | 9.4% | 16.1% | 20.3% |

  27. We Carefully Manage the Use of Equity Awards

    | (1) Burn rate is calculated by dividing the number of shares subject to equity awards granted during the year by the weighted-average number of shares outstanding during the year, which for purposes of this table includes the outstanding pre-funded warrants. See Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional details. |

  28. We Carefully Manage the Use of Equity Awards

    | (2) Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants, by (b) the number of shares outstanding at the end of the year, which for purposes of this table includes the outstanding pre-funded warrants. See Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional details. |

  29. We Carefully Manage the Use of Equity Awards

    | (3) Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year, which for purposes of this table includes the outstanding pre-funded warrants. See Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional details. |

  30. We Carefully Manage the Use of Equity Awards

    In evaluating whether to approve the Amended 2019 Plan, the Board and Compensation Committee reviewed our historical issuances under the 2019 Plan and considered our future needs for equity awards under the 2019 Plan, based on our plans for future expansion and growth in light of our anticipated recruiting and retention needs, including with regard to the potential expansion of our commercialization and clinical development efforts, and changes in Company capitalization and dilution. We intend to grant future equity awards under the Amended 2019 Plan in amounts that are reasonable and based on market data prepared by the independent compensation consultant to the Compensation Committee. The approval of the Amended 2019 Plan will allow us to continue to grant options, and would allow us to grant other awards described below, at levels determined appropriate by the Board or the Compensation Committee. The Amended 2019 Plan will continue to provide us with flexibility in designing equity incentives in an environment where competition for highly trained and experienced employees, non-employee directors and consultants is high among biopharmaceutical companies. The Amended 2019 Plan will allow us to continue to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for our industry.

  31. The Amended 2019 Plan Combines Compensation and Governance Best Practices

    | ● | Limit on non-employee director compensation. The aggregate value of all compensation granted or paid by us to any individual for service as a non-employee director with respect to any calendar year, such period referred to as the annual period, including awards granted under the Amended 2019 Plan and cash fees paid to such non-employee director, will not exceed $750,000 in total value (or, with respect to the calendar year in which a non-employee director is first appointed or elected to the Board, $1,100,000). For purposes of this limitation, the value of any equity awards is calculated based on the grant date fair value of such awards for financial reporting purposes. |

  32. The Amended 2019 Plan Combines Compensation and Governance Best Practices

    | ● | No liberal change in control definition. The change in control definition in the Amended 2019 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the Amended 2019 Plan to be triggered. |

  33. The Amended 2019 Plan Combines Compensation and Governance Best Practices

    | ● | No accelerated vesting of awards upon change in control. The Amended 2019 Plan does not provide for accelerated vesting of awards upon a change in control. |

  34. Description of Amended 2019 Plan

    Description of Amended 2019 Plan The material features of the Amended 2019 Plan are described below. The following description of the Amended 2019 Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended 2019 Plan. Shareholders are urged to read the actual text of the Amended 2019 Plan in its entirety, which is attached to this Proxy Statement as Annex B. Awards. Our Amended 2019 Plan provides for the grant of incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), share appreciation rights, restricted share awards, restricted share unit awards, performance share awards, performance cash awards and other forms of share awards to employees, directors and consultants, including employees and consultants of our affiliates. Eligibility. All of our (including our affiliates’) employees, non-employee directors and consultants are eligible to participate in the Amended 2019 Plan and may receive all types of awards other than ISOs. ISOs may be granted under the Amended 2019 Plan only to our employees. As of April 15, 2026, we had 48 employees, seven non-employee directors and three consultants who received equity grants in 2025 or 2026. Authorized Shares. Subject to adjustment for certain changes in our capitalization, the aggregate number of common shares that may be issued under the Amended 2019 Plan will not exceed the sum of (i) 6,800,000 new shares; (ii) 6,923,501 shares previously approved by the Company’s shareholders under the 2019 Plan; and (iii) the number of shares (not to exceed 2,787,063 shares) (A) that remained available for the issuance of awards under our 2011 Plan at the time our 2019 Plan became effective, and (B) any shares subject to outstanding options or other share awards that were granted under our 2019 Plan or 2011 Plan that terminate or expire prior to exercise or settlement, are forfeited because of the failure to vest. However, if the Amended 2019 Plan is approved by our shareholders, shares withheld (or not issued) to satisfy a tax withholding obligation or to pay the purchase or exercise price of an award or otherwise required by the Company will not again become available for issuance. The maximum number of our common shares that may be issued on the exercise of ISOs under our Amended 2019 Plan is 15,714,455 shares. Shares subject to awards granted under our Amended 2019 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under our Amended 2019 Plan. If any common shares issued pursuant to a share award are forfeited back to, or repurchased by, us because of the failure to meet a contingency or condition required to vest, the shares that are forfeited or repurchased will revert to and again become available for issuance under the Amended 2019 Plan. However, if the Amended 2019 Plan is approved by our shareholders, any shares subject to an award surrendered in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of a share award, or shares subject to awards that are paid in cash and not shares, will not again become available for issuance under the Amended 2019 Plan. The maximum number of common shares subject to share awards granted under the Amended 2019 Plan or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid by us to such non-employee director during such calendar year for service on the Board, will not exceed $750,000 in total value (calculating the value of any such share awards based on the grant date fair value of such share awards for financial reporting purposes), or, with respect to the calendar year in which a non-employee director is first appointed or elected to the Board, one million one hundred thousand dollars ($1,100,000). Plan Administration. Our Board, or a duly authorized committee of our Board, will administer our Amended 2019 Plan and is referred to as the “plan administrator” herein. Our Board may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified share awards and (2) determine the number of shares subject to such share awards. Under our Amended 2019 Plan, our Board has the authority to determine award recipients, grant dates, the numbers and types of share awards to be granted, the applicable fair market value, and the provisions of each share award, including the period of exercisability and the vesting schedule applicable to a share award. If the Amended 2019 Plan is approved by our shareholders, the Board will not have the authority to effect, with the consent of any adversely affected participant, (A) the reduction of the exercise, purchase, or strike price of any outstanding award; (B) the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration; or (C) any other action that is treated as a repricing under generally accepted accounting principles (including a cash buyout or similar transaction), except if such action has prior shareholder approval. Options. ISOs and NSOs are granted under option agreements adopted by the plan administrator. The plan administrator determines the exercise price for options, within the terms and conditions of the Amended 2019 Plan, provided that the exercise price of an option generally cannot be less than 100% of the fair market value of our common shares on the date of grant. Options granted under the Amended 2019 Plan vest at the rate specified in the option agreement as determined by the plan administrator. The plan administrator determines the term of options granted under the Amended 2019 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s option agreement provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common shares issued upon the exercise of an option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) a net exercise of the option if it is an NSO, or (4) other legal consideration approved by the plan administrator.

  35. Description of Amended 2019 Plan

    The plan administrator is not obligated to treat all share awards or portions of share awards in the same manner and is not obligated to take the same actions with respect to all participants. Under the Amended 2019 Plan, a corporate transaction is generally the consummation of: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) a merger, amalgamation, arrangement or consolidation where we do not survive the transaction, or (4) a merger or consolidation where we do survive the transaction but our common shares outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction. Change in Control. In the event of a change in control, the plan administrator may take any of the above-mentioned actions. Awards granted under the Amended 2019 Plan may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the applicable share award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur. Under the Amended 2019 Plan, a change in control is generally (1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding shares, (2) a merger, amalgamation, arrangement, consolidation or similar transaction in which our shareholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such transaction, (3) a sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our shareholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction, (4) a complete dissolution or liquidation of the company or (5) when a majority of our Board becomes comprised of individuals who were not serving on our Board on the date of the underwriting agreement related to our initial public offering, or the incumbent Board, or whose nomination, appointment, or election was not approved by a majority of the incumbent Board still in office. Plan Amendment or Termination. Our Board has the authority to amend, suspend, or terminate our Amended 2019 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our shareholders. No ISOs may be granted after the tenth anniversary of the date our Board adopted our 2019 Plan. No share awards may be granted under our Amended 2019 Plan while it is suspended or after it is terminated.

  36. Nonstatutory Stock Options

    Nonstatutory Stock Options Generally, there is no taxation upon the grant of an NSO if the option is granted with an exercise price equal to the fair market value of the underlying shares on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying shares on the date of exercise of the option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and the participant’s capital gain holding period for those shares will begin on that date. We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

  37. Incentive Stock Options

    Incentive Stock Options The Amended 2019 Plan provides for the grant of options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the option was granted and more than one year from the date the option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share acquired upon exercise of an ISO exceeds the exercise price of the option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the option is exercised. We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

  38. Prior Grants Under 2019 Plan

    | Name and position | Number of stock options | Number of PSUs | Number of RSUs | | Joseph Oliveto, Chief Executive Officer | 3,737,661 | — | 652,800 | | David Bharucha, Chief Medical Officer | 609,600 | — | 196,300 | | Amit Hasija, Chief Financial Officer and Executive Vice President of Corporate Development | 1,084,600 | — | 196,300 | | All current executive officers as a group | 7,520,617 | — | 1,438,000 | | All current directors who are not executive officers as a group | 1,204,447 | — | — | | Each nominee for election as a non-employee director: | | | — | | Robert J. Wills | 200,000 | — | — | | Stuart M. Duty | 160,000 | — | — | | Seth H.Z. Fischer | 152,000 | — | — | | Lisa M. Giles | 200,000 | — | — | | Joseph C. Papa | 120,000 | — | — | | Andrew R. Saik | 160,000 | — | — | | Michael Tomsicek | 212,447 | — | — | | Each associate of any director, executive officer or nominee | — | — | — | | Each other person who received or is to receive 5% of rights under the 2019 Plan | — | — | — | | All current employees, including all current officers who are not executive officers, as a group | 3,068,433 | — | 866,673 |

  39. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation provided to our named executive officers for the years ended December 31, 2025 and 2024.

  40. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Joseph Oliveto | 2025 | 649,641 | 538,128 | 651,492 | 250,112 | 31,631(5) | 2,121,015 | | Chief Executive Officer & President | 2024 | 601,520 | — | — | 225,570 | 27,176 | 854,266 | | David Bharucha | 2025 | 504,185 | 162,408 | 197,638 | 141,172 | 19,060(6) | 1,024,463 | | Chief Medical Officer | 2024 | 458,350 | — | — | 137,505 | 12,392 | 608,247 | | Amit Hasija | 2025 | 472,770 | 162,408 | 197,638 | 132,376 | 26,714(7) | 991,905 | | Chief Financial Officer and Executive Vice President of Corporate Development | 2024 | 437,750 | — | — | 114,909 | 20,265 | 573,425 |

  41. Summary Compensation Table

    | (1) Salary amounts represent actual amounts paid or earned during the applicable fiscal year, except as otherwise noted. See “—Narrative to the Summary Compensation Table—Annual Base Salary” below. |

  42. Summary Compensation Table

    | (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards and stock awards granted to our named executive officers, computed in accordance with Financial Accounting Standard Board ASC Topic 718 (“ASC Topic 718”). Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common shares underlying such stock options. |

  43. Summary Compensation Table

    | (3) Reflects performance-based cash bonuses awarded to our named executive officers. See “—Non Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which this compensation was awarded. |

  44. Summary Compensation Table

    | (4) Fiscal year 2024 amounts for all named executive officers have been adjusted from last year's proxy statement to remove the company-paid premiums for medical insurance as we offer this benefit to all of our U.S. employees. |

  45. Summary Compensation Table

    | (5) Includes (i) $14,000 in company contributions to Mr. Oliveto’s 401(k) and (ii) $17,631 in company contributions to Mr. Oliveto’s life and disability insurance premiums. |

  46. Summary Compensation Table

    | (6) Includes (i) $14,000 in company contributions to Dr. Bharucha’s 401(k) and (ii) $5,060 in company contributions to Dr. Bharucha’s life insurance premiums. |

  47. Summary Compensation Table

    | (7) Includes (i) $14,000 in company contributions to Mr. Hasija’s 401(k) and (ii) $12,714 in company contributions to Mr. Hasija’s life insurance premiums. |

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2025.

  49. Outstanding Equity Awards at Fiscal Year-End

    | | | | OPTION AWARDS | | | | | STOCK AWARDS | | | Name and Principal Position | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised, Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Joseph Oliveto | 10/27/2016 | 9/19/2016 | 121,574 | - | | 1.12 | 9/19/2026 | | | | | 1/3/2017 | 9/19/2016 | 8,960 | - | | 1.12 | 1/3/2027 | | | | | 12/12/2017 | 9/19/2016 | 113,856 | - | | 1.54 | 9/19/2027 | | | | | 10/26/2018 | 9/19/2016 | 191,479 | - | | 2.66 | 10/25/2028 | | | | | 11/21/2018 | 1/21/2020 | 263,192 | - | | 2.66 | 11/21/2028 | | | | | 6/5/2020 | 6/5/2020 | 150,000 | -- | | 3.74 | 6/5/2030 | | | | | 3/24/2021 | 1/24/2022 | 670,000 | - | | 6.26 | 3/24/2031 | | | | | 3/21/2022 | 3/21/2022 | 468,750 | 31,250(1) | | 5.46 | 3/21/2032 | | | | | 2/16/2023 | 2/16/2023 | 255,000 | 105,000(1) | | 3.59 | 2/16/2033 | | | | | 5/6/2024 | 5/6/2024 | - | 280,000 | (2) | 1.74 | 5/6/2034 | | | | | 1/27/2025 | | | | | | | 266,400(4) | 538,128 | | | 1/27/2025 | 1/27/2026 | 80,675 | 318,925 | (1) | 2.02 | 1/27/2035 | | | | Amit Hasija | 6/5/2020 | 6/5/2020 | 115,000 | - | | 3.74 | 6/5/2030 | | | | | 3/24/2021 | 3/24/2021 | 240,000 | - | | 6.26 | 3/24/2031 | | | | | 3/21/2022 | 1/21/2024 | 164,063 | 10,937(1) | | 5.46 | 3/21/2032 | | | | | 2/16/2023 | 2/16/2023 | 92,083 | 37,917(1) | | 3.59 | 2/16/2033 | | | | | 5/6/2024 | 5/6/2024 | - | | 100,000(2) | 1.74 | 5/6/2034 | | | | | | | | | | | | 80,400(4) | 162,408 | | | 1/27/2025 | 1/27/2026 | 62,813 | 57,787 | (1) | 2.02 | 1/27/2035 | | | | David Bharucha | 2/15/2022(2) | 2/15/2022 | 316,250 | 13,750(1) | | 6.47 | 2/15/2032 | | | | | 2/16/2023 | 2/16/2023 | 131,042 | 53,958(1) | | 3.59 | 2/16/2033 | | | | | 5/6/2024 | 5/6/2024 | - | | 100,000(2) | 1.74 | 5/6/2034 | | | | | | | | | | | | 80,400(4) | 162,408 | | | 1/27/2025 | 1/27/2026 | 62,813 | 57,787 | (1) | 2.02 | 1/27/2035 | | |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (1) The common shares underlying the options vest as to 25% on the first anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service through each vesting date. |

  51. Outstanding Equity Awards at Fiscal Year-End

    | (2) (i) 50% of the shares underlying the options will vest on the six-month anniversary of the certification by the Compensation Committee that the U.S. Food and Drug Administration has provided a “New Drug Application Approval Letter” granting approval of Cardamyst (etripamil) (such certification date, the “Approval Date”) and (ii) the remaining 50% of the shares underlying the options will vest on the one-year anniversary of the Approval Date, provided in each case, that the optionee remains in Continuous Service (as defined in the 2019 Plan) through each applicable vesting date; and provided further, that the options shall expire without vesting if the Approval Date does not occur on or prior to December 31, 2025. The number of performance-based options is reported based on achievement of 100% of the target performance goals. |

  52. Outstanding Equity Awards at Fiscal Year-End

    | (3) Based on the closing price of our common shares as of December 31, 2025 of $2.02 per share. |

  53. Outstanding Equity Awards at Fiscal Year-End

    | (4) One-fourth of the shares subject to the restricted stock unit award vest on each of January 27, 2026, January 27, 2027, January 27, 2028 and January 27, 2029, subject to the named executive officers’ continued service through each vesting date. |

  54. Potential Payments and Benefits upon Termination or Change in Control

    Potential Payments and Benefits upon Termination or Change in Control Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his term of service, including salary and accrued unused vacation pay. In addition, each of our named executive officers is eligible to receive certain benefits pursuant to his employment agreement with us as follows:

  55. Non-Employee Director Compensation

    Non-Employee Director Compensation Under our non-employee director compensation policy, as amended, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chairperson of each committee receives a higher retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board or the applicable committee. The retainers paid to non-employee directors for the year ended December 31, 2025, for service on the Board and for service on each committee of the Board on which the director is a member are as follows:

  56. Non-Employee Director Compensation

    | Position | Annual Service Retainer | Chairperson Additional Annual Retainer | | Board of Directors | $42,500 | $30,000 | | Audit Committee | 10,000 | 10,000 | | Compensation Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  57. Non-Employee Director Compensation

    In addition, under our non-employee director compensation policy, each non-employee director elected to our Board receives an option to purchase 80,000 of our common shares. The shares subject to each such option vest monthly over a three-year period, subject to the director’s continued service as a director. Further, on the date of the annual meeting of the shareholders, each non-employee director who continues to serve as a non-employee member on our Board will receive an option to purchase 40,000 of our common shares. The shares subject to each such option will vest in twelve equal monthly installments following the date of grant, provided that such grant shall in any case vest in full on the date of the next year’s annual grant, subject to the director’s continued service as a director, and provided further, that such shares will vest in full upon a change in control (as defined in the 2019 Plan). The exercise price per share of these options will equal the fair market value of our common shares on the date of grant. This policy 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 shareholders.

  58. Director Compensation Changes for Fiscal Year 2026

    Director Compensation Changes for Fiscal Year 2026 Effective as of the Annual Meeting, the following changes to our non-employee director compensation policy were approved by the Compensation Committee:

  59. Director Compensation Changes for Fiscal Year 2026

    | • | the initial stock option grant amount was increased to 134,000 shares; and |

  60. Director Compensation Changes for Fiscal Year 2026

    | • | the annual stock option grant amount was increased to 77,000 shares. |

  61. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board by our non-employee directors during the year ended December 31, 2025. Joseph Oliveto also served on our Board, but did not receive any additional compensation for his service as a director and therefore is not included in the table below. The compensation for Joseph Oliveto as a named executive officer is set forth above under “—Summary Compensation Table.”

  62. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1)(2) | TOTAL ($) | | Robert J. Wills | 92,500 | 61,751 | 154,251 | | Stuart M. Duty | 47,500 | 61,751 | 109,251 | | Seth H.Z. Fischer | 63,500 | 61,751 | 125,251 | | Lisa M. Giles | 59,500 | 61,751 | 121,251 | | Joseph C. Papa | 56,000 | 61,751 | 117,751 | | Andrew Saik | 52,500 | 61,751 | 114,251 | | Michael Tomsicek | 70,000 | 61,751 | 131,751 |

  63. Director Compensation Table

    | (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2025 computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common shares underlying such stock options. Reflects the grant of an option to purchase 40,000 common shares on June 10, 2025 at an exercise price of $1.75 pursuant to our non-employee director compensation policy. |

  64. Director Compensation Table

    | (2) The following table provides information regarding the number of common shares underlying stock options granted to our non-employee directors that were outstanding as of December 31, 2025: |

  65. Director Compensation Table

    | NAME | OPTION AWARDS OUTSTANDING AT YEAR-END | | Robert J. Wills | 200,000 | | Stuart M. Duty | 160,000 | | Seth H.Z. Fischer | 152,000 | | Lisa M. Giles | 200,000 | | Joseph C. Papa | 120,000 | | Andrew Saik | 160,000 | | Michael Tomsicek | 212,447 |

  66. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer above to Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described above in the Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table. Our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers to the following tables.

  67. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Income (Loss)(5) | | 2025 | $2,121,015 | $2,863,545 | $1,008,184 | $1,433,959 | $85.59 | $(63,058) | | 2024 | $854,266 | $945,161 | $590,836 | $628,230 | $141.32 | $(41,519) | | 2023 | $1,978,092 | $454,206 | $1,113,184 | $546,725 | $42.17 | $(59,685) |

  68. PAY VERSUS PERFORMANCE

    | (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year: |

  69. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | Joseph Oliveto | David Bharucha and Amit Hasija | | 2024 | Joseph Oliveto | David Bharucha and Amit Hasija | | 2023 | Joseph Oliveto | David Bharucha and Amit Hasija |

  70. PAY VERSUS PERFORMANCE

    | (2) Represents the amount of total compensation reported for our PEO and the average total compensation for our Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation─Summary Compensation Table.” |

  71. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported in this column represent the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation to determine the compensation actually paid: |

  72. PAY VERSUS PERFORMANCE

    | Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY* | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY* | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY* | Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date* | Compensation Actually Paid | | | PEO | 2,121,015 | 1,189,620 | 1,100,365 | 319,234 | 512,551 | — | — | 2,863,545 | | 2025 | Average Non-PEO NEOs | 1,008,184 | 360,046 | 497,748 | 109,729 | 178,343 | — | — | 1,433,959 | | | PEO | 854,266 | — | — | 117,600 | (26,706) | — | — | 945,161 | | 2024 | Average Non-PEO NEOs | 590,836 | — | — | 46,037 | (8,643) | — | — | 628,230 | | | PEO | 1,978,092 | 1,028,621 | 403,200 | (972,813) | 74,348 | — | — | 454,206 | | 2023 | Average Non-PEO NEOs | 1,113,184 | 450,022 | 176,400 | (342,668) | 49,831 | — | — | 546,725 |

  73. PAY VERSUS PERFORMANCE

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  74. PAY VERSUS PERFORMANCE

    | (4) Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2022. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  75. PAY VERSUS PERFORMANCE

    | (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  76. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

  77. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following graph sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the two most recently completed fiscal years.

  78. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, on the one hand, to the Company’s net income (loss) over the two most recently completed fiscal years, on the other. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.