DEF 14A of Oncolytics Biotech Inc, Oct 6, 2026

DEF 14A of Oncolytics Biotech Inc

Filed Oct 6, 2026 · FY20250001129928-26-000066

Open on EDGAR

  1. CORPORATE GOVERNANCE AND BOARD MATTERS

    CORPORATE GOVERNANCE AND BOARD MATTERS The Board of Directors of the Company is committed to sound corporate governance practices that promote the long-term interests of stockholders, strengthen the accountability of the Board of Directors and management, and help build public trust in the Company. Our Bylaws provide that the Board of Directors shall consist of not more than 20 or less than three members, as determined from time to time by resolution of the Board of Directors. The Board of Directors currently consists of nine members. Consistent with the Company’s Board succession and refreshment practices, Ms. Holtham and Mr. Pisano are not standing for reelection and will conclude their term of service at the end of the Annual Meeting.

  2. CORPORATE GOVERNANCE AND BOARD MATTERS

    | Name | Position Held with our Company | Age | Date First Elected or Appointed | | Jared Kelly | Chief Executive Officer and Director | 41 | June, 2025 | | Bernd R. Seizinger | Director | 69 | June, 2015 | | Deborah M. Brown | Director | 64 | November, 2017 | | James T. Parsons | Director | 61 | June, 2022 | | Jonathan Rigby | Director | 59 | August, 2022 | | Patricia S. Andrews | Director | 68 | January, 2024 | | Stephen Glover | Director | 67 | June, 2026 |

  3. CORPORATE GOVERNANCE AND BOARD MATTERS

    The following biographies and above table set forth the names of our directors and director nominees, the year in which they first became directors, their positions with us, their principal occupations and employers for at least the past five years, any other directorships held by them during the past five years in companies that are subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), or any company registered as an investment company under the Investment Company Act of 1940, as well as additional information, all of which we believe sets forth each director nominee’s qualifications to serve on the Board of Directors. There is no family relationship between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them are elected as an officer or director, except as disclosed below. Jared Kelly, J.D., L.L.M. Director since June, 2025 Mr. Kelly is an accomplished lawyer and executive with a distinguished career in corporate law, particularly within the biotechnology sector. Mr. Kelly most recently served as a strategic advisor to Soleva Pharma from June 2024 to May 2025, where he advised the company regarding corporate strategy, sourced marketed products, negotiated and delivered term sheets, managed financing and deal structuring with pharmaceutical companies. Prior to this role, from June 2023 to March 2024, Mr. Kelly served as head of legal and corporate strategy at Ambrx and played a central role in its $2 billion sale to Johnson & Johnson. He has managed numerous transactions in the biotech space for companies at various stages of development. After leaving Ambrx, he has served as an advisor to multiple public and private drug development and pharmaceutical companies. Prior to becoming a biotech executive, Mr. Kelly was a sought-after public company lawyer who began his career with Kirkland & Ellis LLP in 2014, where he represented various public companies in securities offerings, IPOs and merger transactions. He also served as a partner at Lowenstein Sandler LLP from 2021 to 2023, where his practice focused on representing biotechnology companies in financing transactions, mergers and acquisitions, and other complex transactions. Mr. Kelly received his J.D. and an LL.M. in Securities and Financial Regulation from Georgetown University Law Center, where he was the recipient of multiple honors and fellowships, including the Lane Evans Fellowship and Decrane Scholarship. Mr. Kelly’s previous business and legal experience, specifically with respect to corporate finance and transactions in the drug development and pharmaceutical industry, makes him well qualified to serve on the Board. Bernd R. Seizinger, M.D., Ph.D. Director since June, 2015 Dr. Seizinger has been board member/chairman in multiple public and private biotech companies in the U.S. and Europe. From 1998 to 2009, he served as President and CEO of GPC Biotech. He also served as Vice President of Oncology Drug Discovery and, in parallel, Vice President of Corporate and Academic Alliances at Bristol-Myers Squibb. Prior to his appointments in the biotechnology and pharmaceuticals sectors, Dr. Seizinger held professorships and senior staff appointments at Harvard Medical School, Princeton University, and Massachusetts General Hospital. He also currently sits on multiple biotech boards, including three additional public boards: Aptose Biosciences, Aprea Therapeutics, and BioInvent. Dr. Seizinger was a non-executive independent director of Opsona Therapeutics Ltd., a private company formed under the laws of Ireland, which filed for a creditors’ voluntary liquidation under applicable Irish law in December 2018. Dr. Seizinger received his M.D. from Ludwig-Maximilians-Universität Munich, and his Ph.D. from Max-Planck-Institute of Psychiatry/Neurobiology in Munich. Dr. Seizinger’s distinguished career spanning biotechnology, pharmaceutical, and academic sectors, together with his extensive directorship experience in biotechnology companies, makes him well qualified to serve on the Board.

  4. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  5. Director Compensation Program

    Director Compensation Program Non-employee directors receive compensation for their service on the Board of Directors and its committees. The Company adopted the 2026 Incentive Award Plan effective March 31, 2026, under which equity awards may be granted to non-employee directors. For 2025, the Board approved the following compensation structure for non-employee directors. Each non-employee director receives a base retainer of $40,000. In addition to the base retainer non-employee directors are eligible to receive the following additional fees depending on committee involvement:

  6. Director Compensation Program

    | Board chair | $40,000 | | Audit Committee chair | $20,000 | | Governance Committee chair | $10,000 | | Compensation Committee chair | $12,000 | | Non-chair member of the Audit Committee | $10,000 | | Non-chair member of the Nomination and Governance Committee | $5,000 | | Non-chair member of the Compensation Committee | $6,000 |

  7. Director Compensation Program

    In addition to the above retainers, each director receives an annual grant of 30,000 options (37,500 for the Chair). All such options vest in their entirety one year following the grant date. New directors will be entitled to receive an initial grant of 45,000 options, which vest immediately. Effective December 10, 2025, new directors will be entitled to receive an initial stock option grant equal to 0.08% of the outstanding common stock at the time the new director is appointed. Annually, each director will receive stock options equal to 0.05% of the outstanding common stock at the time of grant. Commencing effective January 1, 2025 until June 11, 2025, when he ceased to be Interim CEO of the Company, Mr. Pisano received no compensation for serving as Chair, rather, all compensation received by Mr. Pisano was in connection with his role as Interim CEO. In the first and second quarters of 2025, we issued fully-vested shares of stock to our directors in lieu of quarterly cash director fees. The Company also reimburses its directors for any reasonable expenses incurred by them while acting in their directors' capacity. In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our Board of Directors and meetings of committees of our Board of Directors.

  8. 2025 Director Compensation Table

    2025 Director Compensation Table The following table details the compensation received by each non-employee director of the Company in 2025. Mr. Kelly serves as a member of the Board but does not receive additional compensation for this service. Mr. Pisano received compensation as both our Interim CEO and as a member of the Board during 2025. For information regarding the compensation paid to Messrs. Kelly and Pisano for 2025, refer to the “Executive Compensation—2025 Summary Compensation Table” section below. Except for Mr. Pisano, the following table sets forth information regarding compensation earned by or paid to each non-employee director who served on our Board of Directors during the fiscal year ended December 31, 2025:

  9. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Patricia S. Andrews | 25,000 | — | 103,545 | — | 153,545 | | Deborah M. Brown | 31,000 | — | 103,545 | — | 165,545 | | Angela Holtham | 33,000 | — | 103,545 | — | 169,545 | | James T. Parsons | 27,500 | — | 103,545 | — | 158,545 | | Jonathan Rigby | 25,000 | — | 103,545 | — | 153,545 | | Bernd Seizinger(3) | 30,500 | — | 103,545 | — | 164,545 | | Stephen Glover(4) | — | — | — | — | — |

  10. 2025 Director Compensation Table

    (1)In the first and second quarters of 2025, fully-vested shares of stock were granted to our directors in lieu of quarterly cash director fees in the following amounts: Ms. Andrews, 42,728; Ms. Brown 52,983; Ms. Holtham 56,401; Mr. Parsons 47,001; Mr. Rigby, 42,728; Dr. Seizinger, 52,128. (2)Amounts reflect the full grant-date fair value of equity awards computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of option awards in Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, our non-employee directors held the following option awards: Ms. Andrews, 195,000; Ms. Brown, 275,263; Ms. Holtham, 275,263; Mr. Parsons, 255,000; Mr. Rigby, 255,000; Dr. Seizinger, 275,263. (3)Includes additional cash retainer paid in recognition of additional responsibilities associated with the Board's oversight of scientific and clinical development matters. (4)Mr. Glover was appointed to the Board on June 2, 2026.

  11. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation earned by our NEOs for the fiscal years ended December 31, 2025 and 2024:

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jared Kelly(4)(5) Chief Executive Officer | 2025 | 318,093 | — | — | 1,780,836 | — | 9,583 | 2,108,512 | | Wayne Pisano(7) | 2025 | 110,000 | — | 124,419 | 108,722 | 50,000 | 40,000 | 433,141 | | Former Interim CEO | 2024 | 73,963 | — | 66,243 | 13,577 | — | 80,000 | 233,783 | | Thomas C. Heineman | 2025 | 550,971 | — | — | 521,871 | 110,500 | 14,000 | 1,197,342 | | Chief Medical Officer | 2024 | 521,027 | — | 167,818 | 88,197 | — | 13,800 | 790,842 | | Kirk Look(6) | 2025 | 460,978 | — | — | 547,046 | 90,500 | 23,705 | 1,122,229 | | Chief Financial Officer | 2024 | 415,233 | — | 146,759 | 88,197 | — | 21,933 | 672,122 |

  13. Summary Compensation Table

    (1)Amounts reported reflect the aggregate grant date fair value of stock and option awards, as applicable, granted in the applicable year computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are described in Note 8 to the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2)Amounts reported reflect the annual cash short-term incentive awards earned for the respective year. (3)With the exception of Mr. Pisano, the amounts set forth under this column represent contributions to the named executive officer’s retirement savings plan paid for by the Company. For Mr. Pisano, the dollar amounts set forth under this column represent cash director compensation in his capacity as a director prior to and after his service as Interim CEO. (4)Mr. Kelly was appointed as our CEO effective June 11, 2025. (5)The grant date fair value of Mr. Kelly’s performance-based share awards was calculated based on the assumed probable outcome of the performance condition as of the grant date, which resulted in grant date fair value of zero because achievement of the performance condition as of the grant date was determined to be not probable. The grant date value of Mr. Kelly’s performance-based stock awards as of the grant date assuming attainment of the maximum level of performance is $784,484. (6)Canadian employees are paid in Canadian dollars (“CAD”). These amounts are presented in U.S. dollars and have been converted at an exchange rate of U.S.$1.00 = CAD$1.3706 and CAD$1.4389 for 2025 and 2024, respectively. (7)Mr. Pisano served as interim Chief Executive Officer effective June 24, 2024 through June 11, 2025.

  14. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table summarizes the number of common shares underlying outstanding Stock Option Plan, Share Award Plan and inducement equity awards for each named executive officer as of December 31, 2025.

  15. Outstanding Equity Awards at Fiscal Year End 2025

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Jared Kelly(3) | 6/11/2025 | — | 1,900,000 | C$ | 0.57 | 6/11/2030 | | | | | | Jared Kelly(4) | 6/11/2025 | — | 2,850,000 | C$ | 0.57 | 6/11/2030 | | | | | | Jared Kelly(4) | 8/15/2025 | — | 450,000 | | 1.08 | 8/15/2030 | | | | | | Jared Kelly(4) | 12/15/2025 | — | 350,000 | | 0.99 | 12/15/2030 | | | | | | Jared Kelly(5) | 6/11/2025 | | | | | | | | 2,160,425 | $1,888,211 | | Wayne Pisano(6) | 3/8/2021 | 37,500 | — | C$ | 3.40 | 3/8/2026 | | | | | | Wayne Pisano(6) | 6/16/2022 | 37,500 | — | C$ | 1.14 | 6/16/2026 | | | | | | Wayne Pisano(6) | 8/15/2023 | 37,500 | — | C$ | 2.76 | 8/15/2028 | | | | | | Wayne Pisano(6) | 12/18/2024 | 37,500 | — | C$ | 1.13 | 12/18/2029 | | | | | | Wayne Pisano(4) | 8/15/2025 | — | 120,000 | | 1.08 | 8/15/2030 | | | | | | Wayne Pisano(7) | 8/15/2025 | — | 37,500 | | 1.08 | 8/15/2030 | | | | | | Wayne Pisano(8) | 12/1/2024 | | | | | | 64,004 | $55,939 | | | | Wayne Pisano(8) | 1/1/2025 | | | | | | 10,666 | $9,322 | | | | Wayne Pisano(8) | 2/1/2025 | | | | | | 10,666 | $9,322 | | | | Wayne Pisano(8) | 3/31/2025 | | | | | | 10,666 | $9,322 | | | | Wayne Pisano(8) | 3/31/2025 | | | | | | 76,108 | $66,518 | | | | Wayne Pisano(8) | 4/1/2025 | | | | | | 10,666 | $9,322 | | | | Wayne Pisano(8) | 5/1/2025 | | | | | | 10,666 | $9,322 | | | | Wayne Pisano(8) | 6/1/2025 | | | | | | 10,666 | $9,322 | | | | Kirk Look(6) | 1/16/2017 | 31,578 | — | C$ | 2.66 | 1/16/2027 | | | | | | Kirk Look(6) | 3/8/2021 | 155,000 | — | C$ | 3.40 | 3/8/2026 | | | | | | Kirk Look(6) | 12/9/2022 | 80,000 | — | C$ | 2.31 | 12/9/2026 | | | | | | Kirk Look(6) | 8/15/2023 | 105,000 | — | C$ | 2.76 | 8/15/2028 | | | | | | Kirk Look(6) | 12/8/2023 | 231,700 | — | C$ | 1.91 | 12/8/2028 | | | | | | Kirk Look(9) | 12/18/2024 | 162,400 | 81,200 | C$ | 1.13 | 12/18/2029 | | | | | | Kirk Look(4) | 8/15/2025 | — | 570,000 | | 1.08 | 8/15/2030 | | | | | | Kirk Look(4) | 12/15/2025 | — | 250,000 | | 0.99 | 12/15/2030 | | | | | | Kirk Look(10) | 8/15/2023 | | | | | | 9,400 | $8,216 | | | | Kirk Look(11) | 12/8/2023 | | | | | | 41,400 | $36,184 | | | | Kirk Look(12) | 12/18/2024 | | | | | | 65,250 | $57,029 | | | | Thomas C. Heineman(6) | 3/8/2021 | 120,000 | — | C$ | 3.40 | 3/8/2026 | | | | | | Thomas C. Heineman(6) | 12/9/2022 | 80,000 | — | C$ | 2.31 | 12/9/2026 | | | | | | Thomas C. Heineman(6) | 8/15/2023 | 88,900 | — | C$ | 2.76 | 8/15/2028 | | | | | | Thomas C. Heineman(6) | 12/8/2023 | 231,700 | — | C$ | 1.91 | 12/8/2028 | | | | | | Thomas C. Heineman(9) | 12/18/2024 | 162,400 | 81,200 | C$ | 1.13 | 12/18/2029 | | | | | | Thomas C. Heineman(4) | 8/15/2025 | — | 570,000 | | 1.08 | 8/15/2030 | | | | | | Thomas C. Heineman(4) | 12/15/2025 | — | 250,000 | | 0.99 | 12/15/2030 | | | | | | Thomas C. Heineman(10) | 8/15/2023 | | | | | | 7,967 | $6,963 | | | | Thomas C. Heineman(11) | 12/8/2023 | | | | | | 41,400 | $36,184 | | | | Thomas C. Heineman(12) | 12/18/2024 | | | | | | 65,250 | $57,029 | | |

  16. Outstanding Equity Awards at Fiscal Year End 2025

    (1)Option exercise prices denominated in CAD are presented in the table above in CAD. As of December 31, 2025, the exchange rate of USD to CAD was U.S.$1.00 = CAD$1.3706. (2)These amounts are calculated based on the closing price of the Company’s common shares on the Nasdaq Capital Market on December 31, 2025 ($0.874). (3)This option will vest upon the Company having received at least $25 million in cumulative proceeds from new financing transactions approved by the Board. Vesting may be accelerated under certain circumstances, including if the recipient’s employment or service relationship with our Company is terminated other than for cause. (4)These options vest in three equal annual installments beginning on the one-year anniversary of the date of grant. Vesting may be accelerated under certain circumstances, including upon a change in control, or if the recipient’s employment or service relationship with our Company is terminated other than for cause. (5)As a material inducement to Mr. Kelly commencing employment as CEO of the Company in June 2025, the Company made standalone grants to Mr. Kelly of certain options to purchase common shares and PSUs. Upon occurrence of a performance vesting event, the number of PSUs subject to Mr. Kelly’s inducement award agreement shall automatically be adjusted to that number of PSUs as is equal to 2% of the number of the Company’s common shares that are issued and outstanding immediately prior to the performance vesting event. If the performance conditions had been met on December 31, 2025, Mr. Kelly would have been be eligible to receive a total of 2,160,425 common shares, which amount has been included in the table above. These grants to Mr. Kelly were not made under, and are not governed by the terms of the Stock Option Plan or Share Award Plan. The Company relied on Nasdaq Listing Rule 5635(c)(4) with respect to these grants made to Mr. Kelly. Vesting may be accelerated under certain circumstances, including upon a change in control, or if the recipient’s employment or service relationship with our Company is terminated other than for cause. (6)These options are fully vested and exercisable as of December 31, 2025. (7)These options vest in full on the one-year anniversary of the date of grant. Vesting may be accelerated under certain circumstances, including upon a change in control. (8)These RSUs vest in full on the two-year anniversary of the date of grant. Vesting may be accelerated under certain circumstances, including upon a change in control. (9)These options vest in three equal annual installments beginning on the date of grant. Vesting may be accelerated under certain circumstances, including upon a change in control, or if the recipient’s employment or service relationship with our Company is terminated other than for cause. (10)These RSUs vest on the third anniversary of the date of grant. Vesting may be accelerated under certain circumstances, including upon a change in control, or if the recipient’s employment or service relationship with our Company is terminated other than for cause. (11)These RSUs vested as to 50% on January 31, 2026, with the remaining 50% vesting on December 8, 2026. Vesting may be accelerated under certain circumstances, including upon a change in control, or if the recipient’s employment or service relationship with our Company is terminated other than for cause. (12)These RSUs vested/vest in three equal installments on January 31, 2026, December 18, 2026 and December 18, 2027. Vesting may be accelerated under certain circumstances, including upon a change in control, or if the recipient’s employment or service relationship with our Company is terminated other than for cause.

  17. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation of our principal executive officer (“PEO”) and non-PEO NEOs and certain financial performance of the Company for the fiscal years ending December 31, 2025 and 2024. For information on our executive compensation program and the Compensation Committee’s approach, refer to the above Narrative to Summary Compensation Table and Outstanding Equity Awards Table. SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine the compensation actually paid as reported in the pay versus performance table. The compensation actually paid does not necessarily represent cash and/or equity value transferred to the applicable NEOs without restriction, but rather is a valuation calculated under applicable SEC rules. The methodology for calculating the compensation actually paid (“CAP”) as required by Item 402(v) of Regulation S-K takes into account, among others, changes in share price and its impact on the fair value of equity awards. The following table shows the past two fiscal years’ total compensation for the NEOs as set forth in the Summary Compensation Table, the CAP to the NEOs (as determined pursuant to SEC rules), our total stockholder return (“TSR”), and our net income (loss). We are a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this proxy statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.

  18. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(1)(3) | | Average Summary Compensation Table Total for Non-PEO NEO(2) | Average Compensation Actually Paid to Non-PEO NEO (2)(3) | Value of Initial Fixed $100 Investment Based on TSR | Net Income (Loss) | | | Kelly | Pisano | Kelly | Pisano | | | | | | 2025 | $2,108,512 | $433,141 | $6,036,332 | $464,739 | $1,159,786 | $1,085,306 | $65 | $(28,759,000) | | | Coffey | Pisano | Coffey | Pisano | | | | | | 2024 | $739,605 | $233,783 | $406,969 | $214,158 | $731,482 | $638,875 | $68 | $(22,794,000) |

  19. Pay versus Performance

    (1)During 2024, Dr. Coffey served as CEO from January 1, 2024 to June 24, 2024 and Mr. Pisano served as interim CEO from June 25, 2024 to December 31, 2024. During 2025, Mr. Pisano served as Interim CEO through June 11, 2025 and Mr. Kelly was appointed CEO effective June 11, 2025. (2)The non-PEO NEOs are Mr. Look and Dr. Heineman. (3)To calculate CAP for the PE and average CAP for the non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation:

  20. Pay versus Performance

    | PEOs | 2025 | | 2024 | | | | Mr. Kelly | Mr. Pisano | Mr. Pisano | Dr. Coffey | | Summary Compensation Total | $2,108,512 | $433,141 | $233,783 | $739,605 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (1,780,836) | (233,141) | (79,820) | (183,048) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 5,708,656 | 201,831 | 82,175 | 194,081 | | Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | — | (2,547) | — | (180,448) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year | — | 64,643 | — | 24,320 | | Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | 813 | (21,980) | (187,543) | | Plus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Total Compensation Actually Paid | $6,036,332 | $464,739 | $214,158 | $406,969 |

  21. Pay versus Performance

    | Non-PEOs | 2025 | 2024 | | Average Summary Compensation Total | $1,159,786 | $731,482 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (534,459) | (245,486) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 459,333 | 281,827 | | Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (10,015) | (81,829) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year | — | 39,623 | | Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 10,660 | (86,743) | | Plus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Total Compensation Actually Paid | $1,085,306 | $638,875 |

  22. Pay versus Performance Relationship

    Pay versus Performance Relationship In accordance with Item 402(v) of SEC Regulation S-K, we are providing the charts shown below, which present a graphical comparison of the combined CAP to our PEOs and the average CAP to our non-PEO named executive officers set forth in the Pay versus Performance Table above, as compared against our total shareholder return (TSR) and net loss.

  23. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return During the periods presented, changes in CAP were influenced significantly by changes in the fair value of equity awards, which are affected by our share price and therefore generally correlated with TSR. As a development-stage biotechnology company, we utilize equity-based compensation as a significant component of executive compensation to align executive interests with those of stockholders and to support long-term value creation. While our TSR declined during 2025, CAP for the Company's PEO increased significantly. This increase was largely attributable to the valuation of equity awards included in the SEC-prescribed CAP calculation and the appointment of a new Chief Executive Officer in June of 2025. We conducted a formal CEO search during the first half of 2025 and, following the appointment of Mr. Kelly as Chief Executive Officer, granted compensation and equity awards intended to attract, retain and align the interests of our new executive leadership with those of stockholders. As a result, year-over-year changes in CAP are not directly comparable between periods due to the change in PEOs and the differing compensation arrangements applicable to each executive.

  24. Relationship Between Compensation Actually Paid and Net Income (Loss)

    Relationship Between Compensation Actually Paid and Net Income (Loss) We are a clinical-stage biotechnology company and historically have generated operating losses while advancing pelareorep through clinical development. Accordingly, our Compensation Committee does not use net income or net loss as a primary factor in determining executive compensation. Instead, executive compensation decisions are generally based on factors such as achievement of strategic and operational objectives, progress of clinical development programs, financing and capital resources, business development activities and stockholder value creation. For the periods presented, the Company's net loss increased from $22.8 million in 2024 to $28.8 million in 2025. Changes in CAP during those periods were not directly correlated with changes in net income (loss), primarily because CAP is substantially affected by changes in the fair value of equity awards and because executive compensation is designed to incentivize the achievement of longer-term corporate and strategic objectives rather than short-term accounting results. The information contained in the “Pay versus Performance” section above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

  25. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Bylaws provide that the Board of Directors shall consist of not more than 20 or less than three members, as determined from time to time by resolution of the Board of Directors. The Board of Directors currently consists of nine members. Consistent with the Company’s Board succession and refreshment practices, Ms. Holtham and Mr. Pisano are not standing for reelection and will conclude their term of service at the end of the Annual Meeting. The Board of Directors proposes seven nominees for election at the Annual Meeting, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. All seven director seats are elected annually; the Company does not have a classified board. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If any nominee becomes unable or unwilling to serve prior to the Annual Meeting, the proxies will be voted for such substitute nominee(s) as the Board of Directors may designate. The nominated directors are Jared Kelly, Bernd R. Seizinger, Deborah M. Brown, James T. Parsons, Jonathan Rigby, Patricia S. Andrews, and Stephen Glover.