DEF 14A of Ardelyx, Inc., Apr 29, 2026

DEF 14A of Ardelyx, Inc.

Filed Apr 29, 2026 · FY20250001140361-26-017800

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is divided into three classes. Each class consists of, as nearly as possible, one-third of the total number of directors, and each class has a three-year term. Except as otherwise provided by law, vacancies on the board of directors may be filled only by individuals elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Our board of directors currently consists of eight directors divided into the following three classes:

  2. ELECTION OF DIRECTORS

    | • | The Class III directors are Robert Bazemore, Muna Bhanji, R.Ph and Richard Rodgers, and their terms will expire at the 2026 Annual Meeting of Stockholders; |

  3. ELECTION OF DIRECTORS

    | • | The Class I directors are William A. Bertrand, Jr., Esq., Onaiza Cadoret-Manier and Merdad Parsey, M.D., Ph.D., and their terms will expire at the 2027 Annual Meeting of Stockholders; and |

  4. ELECTION OF DIRECTORS

    | • | The Class II directors are David Mott and Michael Raab, and their terms will expire at the 2028 Annual Meeting of Stockholders. |

  5. ELECTION OF DIRECTORS

    Our current Class III directors, Robert Bazemore, Muna Bhanji, R.Ph and Richard Rodgers, have each been nominated to serve as Class III directors and have agreed to stand for election. If the nominees for Class III are elected at the 2026 Annual Meeting, then each nominee will serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Our directors are elected by a plurality of the votes cast. If a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the three nominees for Class III above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by our management or the board of directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2026 Annual Meeting, including information with respect to their ages as of March 31, 2026. Our board of directors and management encourage each nominee for director and each continuing director to attend the 2026 Annual Meeting.

  6. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE THREE CLASS III NOMINEES FOR DIRECTOR.

  7. CLASS III NOMINEES FOR DIRECTOR - To be elected for a three-year term expiring at the 2029 Annual Meeting of Stockholders

    CLASS III NOMINEES FOR DIRECTOR - To be elected for a three-year term expiring at the 2029 Annual Meeting of Stockholders Robert Bazemore, age 58, has served on our board of directors since June 2016. Mr. Bazemore served as President and Chief Executive Officer and a director of Epizyme, Inc., a biopharmaceutical company, from September 2015 until the company was acquired by Ipsen S.A. (Euronext: IPN; ADR: IPSEY) in August 2022. Prior to joining Epizyme, Mr. Bazemore served as Chief Operating Officer of Synageva BioPharma Corp., a biopharmaceutical company, which was acquired by Alexion Pharmaceuticals, a pharmaceutical company and subsidiary of AstraZeneca Plc (NYSE: AZN), in July 2015. Prior to that, Mr. Bazemore was President of Janssen Biotech, part of the Janssen Pharmaceutical Companies of Johnson & Johnson (NYSE: JNJ). Mr. Bazemore currently serves on the board of directors of Nuvation Bio, Inc. (NYSE: NUVB) and Akari Therapeutics, PLC (Nasdaq: AKTX). Mr. Bazemore received his B.S. in Biochemistry from the University of Georgia. We believe that Mr. Bazemore is qualified to serve on our board of directors due to his significant life science industry experience, including as a chief executive officer, and service on the boards of directors of life sciences companies. Muna Bhanji, R.Ph, age 63, has served on our board of directors since March 2021. Ms. Bhanji has served as the founder and principal of Tiba Global Access, LLC, an independent senior advisory practice focused on commercialization and market access strategy development, since January 2021. Ms. Bhanji previously served in roles of increasing responsibility at Merck & Co. (NYSE: MRK) between 1986 and January 2021, including as Senior Vice President, Global Market Access from 2010 until 2021 and as Senior Vice President, Hospital & Specialty Franchises from 2014 until 2017. Ms. Bhanji currently serves on the boards of directors of Veracyte, Inc. (Nasdaq: VCYT), Cytokinetics Incorporated (Nasdaq: CYTK), Intellia Therapeutics (Nasdaq: NTLA), Lumanity, a life sciences consulting firm, and Corus International, an international humanitarian organization committed to poverty alleviation. Ms. Bhanji also serves on the advisory group of Conquer AI, an artificial intelligence software company. Ms. Bhanji received her B.Sc. in Pharmacy from the Rutgers School of Pharmacy and her M.B.A. from Saint Joseph’s University. We believe that Ms. Bhanji is qualified to serve on our board of directors due to her extensive U.S. and global commercial and operational experience within the pharmaceutical industry. Richard Rodgers, age 59, has served on our board of directors since March 2014. From March 2010 until August 2013, Mr. Rodgers was co-founder, Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Tesaro, Inc., a biopharmaceutical company, which was acquired by GlaxoSmithKline plc (LSE/NYSE: GSK) in January 2019. Mr. Rodgers previously served as the Chief Financial Officer of Abraxis BioScience, Inc., a biotechnology company, from June 2009 to February 2010. Prior to that, Mr. Rodgers served as Senior Vice President, Controller and Chief Accounting Officer of MGI PHARMA, Inc., a biopharmaceutical company, from 2004 until its acquisition by Eisai Co. Ltd. (OTC: ESALF) in January 2008. Mr. Rodgers has held finance and accounting positions at several private and public companies, including Arthur Andersen & Co. Mr. Rodgers currently serves as a director of Novavax, Inc. (Nasdaq: NVAX) and Opus Genetics, Inc. (Nasdaq: IRD). Mr. Rodgers received a B.S. in Financial Accounting from St. Cloud State University and his M.B.A. in Finance from the University of Minnesota, Carlson School of Business. We believe that Mr. Rodgers is qualified to serve on our board of directors due to his financial background, significant industry experience, and service on other boards of directors of publicly-traded life sciences companies.

  8. CLASS I DIRECTORS - To continue in office until the 2027 Annual Meeting of Stockholders

    CLASS I DIRECTORS - To continue in office until the 2027 Annual Meeting of Stockholders William Bertrand, Jr., Esq., age 61, has served on our board of directors since October 2015. From March 2017 to November 2025, Mr. Bertrand served as the Chief Operating Officer at Adaptimmune Therapeutics Plc (Nasdaq: ADAP). From October 2015 to September 2016, Mr. Bertrand served as the Executive Vice President, General Counsel of Infinity Pharmaceuticals, Inc. (Nasdaq: INFI). From July 2013 to August 2015, Mr. Bertrand held a variety of positions with Salix Pharmaceuticals, Ltd., a biopharmaceutical company, including Senior Vice President, General Counsel, Acting Chief Operating Officer, and most recently, General Manager of Salix Pharmaceuticals following its acquisition by Valeant Pharmaceuticals International, now known as Bausch Health Companies Inc. (NYSE: VRX), in April 2015. Prior to that, Mr. Bertrand completed a 12-year career at MedImmune Limited, a biotechnology company and subsidiary of AstraZeneca Plc (NYSE: AZN), serving in numerous roles of increasing responsibility, including as Executive Vice President and General Counsel from 2008 to 2013. In December 2025, Mr. Bertrand joined the boards of directors of LevelBlue, a cybersecurity company, and Unplugged & Uncorked Inc., a wine distribution business. Mr. Bertrand received his B.S. in Biology from Wayne State University and his J.D. from the University of Wisconsin-Madison. We believe that Mr. Bertrand is qualified to serve on our board of directors due to his legal and compliance background and significant life science industry experience. Onaiza Cadoret-Manier, age 62, has served on our board of directors since March 2020. Ms. Cadoret-Manier has served as the Chief Executive Officer, President and Board Member of Yemaya Bio, a biotechnology company, since March 2024. From March 2022 to March 2024, Ms. Cadoret-Manier served as Chief Global Product Strategy and Operations Officer at Ionis Pharmaceuticals (Nasdaq: IONS), and from January 2020 to March 2022, Ms. Cadoret-Manier served as Chief Corporate Development and Commercial Officer at Ionis Pharmaceuticals. Prior to that, Ms. Cadoret-Manier was the Chief Commercial Officer for GRAIL, Inc. (Nasdaq: GRAL), an early detection genomics company, from June 2018 until June 2019. Prior to GRAIL, from April 2011 until June 2018, she was Vice President of the Respiratory Franchise at Genentech, Inc. , a biopharmaceutical company. Ms. Cadoret-Manier also has held multiple senior management positions overseeing corporate strategy, alliances, and marketing and sales for numerous disease areas for Genentech, Pfizer Inc. (NYSE: PFE) and Amylin Pharmaceuticals, all of which are biopharmaceutical companies. Ms. Cadoret-Manier served on the board of directors of Ventyx Biosciences from January 2023 until its acquisition by Eli Lilly and Company (NYSE: LLY) in March 2026. She has an M.B.A. from the University of Chicago and a bachelor’s degree in economics and accounting from City University of New York Queens College. We believe that Ms. Cadoret-Manier is qualified to serve on our board of directors due to her extensive commercial and strategic operational experience with life sciences companies. Merdad Parsey, M.D., Ph.D., age 63, has served as a member of our board of directors since April 2025. Dr. Parsey served as the Chief Medical Officer of Gilead Sciences, Inc. (Nasdaq: GILD) from November 2019 until April 2025. From October 2015 to November 2019, Dr. Parsey served as Senior Vice President of early clinical development at Genentech, Inc., a biopharmaceutical company Prior to Genentech, Dr. Parsey served as President and Chief Executive Officer of 3-V Biosciences Inc. (now Sagimet BioSciences Inc. (Nasdaq: SGMT)), held development roles at Sepracor Inc., Regeneron Pharmaceuticals, Inc., and Merck & Co., Inc., each a pharmaceutical company, and was Assistant Professor of Medicine and Director of Critical Care Medicine at the New York University School of Medicine. He currently serves on the board of directors for Arrivent Biopharma (Nasdaq: AVBP). Additionally, Dr. Parsey previously served on the boards of directors of Sagimet Biosciences (Nasdaq: SGMT) Arcus Biosciences, Inc. (NYSE: RCUS) and the Gilead Foundation, a nonprofit organization focused on health equity. Dr. Parsey received his B.S. in microbiology and biochemistry from the University of Maryland and his M.D. and Ph.D. in immunology from the University of Maryland at Baltimore. He completed his internal medicine residency at Stanford University and his pulmonary and critical care fellowship at the University of Colorado. We believe Dr. Parsey is well-suited to serve on our board of directors due to his years of experience in clinical drug development and his extensive scientific and medical experience.

  9. CLASS II DIRECTORS - To continue in office until the 2028 Annual Meeting of Stockholders

    CLASS II DIRECTORS - To continue in office until the 2028 Annual Meeting of Stockholders David Mott, age 60, has served on our board of directors since March 2009 and as the chairperson of the board of directors since March 2014. Mr. Mott is currently Chief Executive Officer and Chief Investment Officer of Sphinx Mountain Capital LLC, a family office investment business, and, from February 2020 through August 2025, was a private investor through Mott Family Capital. From 2008 to 2020, Mr. Mott was a general partner of New Enterprise Associates, one of the world’s largest venture capital firms, which invests in companies across all stages in healthcare and technology. At NEA, Mr. Mott led the healthcare investing practice with a personal focus within biotechnology. Mr. Mott served as President and Chief Executive Officer and Vice Chairman of MedImmune Limited from 2000 through 2008, during which he led the sale of the company to AstraZeneca Plc (NYSE: AZN) in June 2007 for $15.6 billion. He joined MedImmune in 1992 and, prior to becoming Chief Executive Officer in 2000, served in various senior roles, including Chief Operating Officer, Chief Financial Officer, and Head of Business Development and Strategy. Mr. Mott currently serves as the chairperson of the board of directors for Novavax, Inc. (Nasdaq: NVAX) and is a member of several non-profit organizations. Mr. Mott holds a Bachelor of Arts degree from Dartmouth College. We believe that Mr. Mott is qualified to serve on our board of directors due to his extensive experience in the life sciences industry as a senior executive, his investment experience, strategic leadership track record and service on other boards of directors of life sciences companies. Michael Raab, age 61, has served as our President and Chief Executive Officer since March 2009 and as a director since 2008. From 2002 to 2009, Mr. Raab was a partner at New Enterprise Associates, an investment firm focused on venture capital and growth equity investments, where he focused on investments in the biotechnology and pharmaceutical sectors. Prior to joining NEA, Mr. Raab spent 15 years in commercial and operating leadership roles in the biotechnology and pharmaceutical industries, including serving as Senior Vice President, Therapeutics and General Manager of the Renal Division at Genzyme Corporation, a biotechnology company. Mr. Raab also spent two years with Genzyme’s diagnostic products and services division. Before Genzyme, Mr. Raab held business development and sales and marketing positions at Repligen Corporation (Nasdaq: RGEN), a life sciences company, and Bristol-Myers Squibb Company (NYSE: BMY). Mr. Raab currently serves as a director of Tempest Therapeutics (Nasdaq: TPST) and as a member of the Emerging Companies Section Governing Board and the Health Section Governing Board as well as a member of the Executive Committee of the Biotechnology Innovation Organization. He is also a founding member and the secretary of The Midsized Biotech Alliance of America. In addition, Mr. Raab served as a member of the board of directors of Amicus Therapeutics, Inc. (Nasdaq: FOLD) from 2004 and as its chairperson of the board of directors from March 2024 until its acquisition by BioMarin Pharmaceutical Inc. in April 2026. Mr. Raab received a B.A. from DePauw University. We believe Mr. Raab is qualified to serve on our board of directors based on his role as our President and Chief Executive Officer, his senior management experience in the life sciences sector, his investment experience and his current and past service on other boards of directors of public companies.

  10. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our board of directors periodically reviews our non-employee director compensation program in consultation with Pearl Meyer and has amended and restated the program from time to time based on recommendations provided by Pearl Meyer. In April 2025, our board of directors adopted the Fourth Amended and Restated Non-Employee Director Compensation Program (the “Director Compensation Program”). The Director Compensation Program provides for cash retainers and equity compensation for members of our board of directors who are not employed by us. We do not provide compensation to directors who are employees under the Director Compensation Program. Retainers are paid to our non-employee directors on or about the date of our annual stockholders meeting or, in respect of non-employee directors appointed to our board of directors after the annual stockholders meeting, on the date of appointment but pro-rated to reflect the number of months (rounded up to the next whole month) remaining until the next annual stockholders meeting. Under the Director Compensation Program, our non-employee directors receive an annual retainer of $50,000. Any non-employee chairperson receives an additional annual cash retainer in the amount of $37,500. Non-employee directors receive additional annual retainers of $10,000 for serving on the audit and compliance committee (or $20,000 for serving as the chair of the audit and compliance committee), $7,500 for serving on the compensation and leadership development committee (or $15,000 for serving as the chair of the compensation and leadership development committee) and $5,000 for serving on the nominating and corporate governance committee (or $10,000 for serving as the chair of the nominating and corporate governance committee). In December 2025, our board of directors adopted the Fifth Amended and Restated Non-Employee Director Compensation Program, which amends the Director Compensation Program to increase the retainer for any non-employee chairperson to $40,000. Under the Director Compensation Program, each newly appointed or elected non-employee director is automatically granted an equity award comprised of stock options and restricted stock units, with the split of such awards determined by the board of directors, such that the aggregate grant date fair market value is $450,000, but the maximum number of shares does not exceed 200,000 shares of our common stock. In addition, each non-employee director who has been serving on our board of directors for at least six months as of the date of any annual meeting of our stockholders and who will continue to serve as a non-employee director immediately following such meeting automatically is granted an equity award comprised of stock options and restricted stock units, with the split of such awards determined by the board of directors, such that the aggregate grant date fair market value of the awards is $300,000, but the maximum number of shares does not exceed 100,000 shares of our common stock. Each option has an exercise price per share equal to the closing trading price of our common stock on the date of grant or, if the date of grant is not a trading day, the immediately preceding trading day. Each initial non-employee director stock option vests and becomes exercisable as to 1/36th of the shares underlying the option on each monthly anniversary of the grant date, subject to the non-employee director’s continued service on our board of directors through the applicable vesting date. Each annual non-employee director stock option vests and becomes exercisable as to 1/12th of the shares underlying the option on each monthly anniversary of the grant date, subject to accelerated vesting immediately prior to the next annual stockholders meeting, in each case, subject to the non-employee director’s continued service on our board of directors through the applicable vesting date. The initial non-employee director restricted stock units will vest as to 1/12th of the shares on each Company-designated quarterly restricted stock unit vest date, and the restricted stock units comprising part of any annual non-employee director grant will vest as to 1/4th of the shares on each Company-designated quarterly restricted stock unit vest date. Further, under the Director Compensation Program, the board may provide each director with the opportunity to defer the issuance of shares underlying any of the restricted stock units that would otherwise be issued to the director in connection with the vesting or grant of the restricted stock units until the earliest of: (i) a fixed date properly elected by the director, (ii) the termination of the director’s service or (iii) a change in control. The Director Compensation Program also provides that all outstanding equity awards that are held by a non-employee director will become fully vested and/or exercisable as of immediately prior to the consummation of a change in control. The Director Compensation Program includes the opportunity for non-employee directors to elect to receive fully vested restricted stock unit awards in lieu of cash retainers. The number of restricted stock units is calculated by dividing the aggregate amount of the cash retainer by the closing trading price of a share of our common stock on the date of grant, rounded down to the nearest whole restricted stock unit. For 2025, each of Messrs. Bertrand, Mott and Rodgers and Dr. Parsey elected to receive a restricted stock unit award in lieu of their respective 2025 annual cash retainers as calculated pursuant to the preceding sentence. Members of our board of directors are also reimbursed for reasonable travel and other out-of-pocket expenses.

  11. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information for the year ended December 31, 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors.

  12. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Robert Bazemore | 57,500 | 149,999 | 149,387 | 356,886 | | William Bertrand, Jr., Esq. | 70,000(2) | 149,999 | 149,387 | 369,386 | | Muna Bhanji, R.Ph | 57,500 | 149,999 | 149,387 | 356,886 | | Onaiza Cadoret-Manier | 55,000 | 149,999 | 149,387 | 354,386 | | David Mott | 112,500(2) | 149,999 | 149,387 | 411,886 | | Richard Rodgers | 77,500(2) | 149,999 | 149,387 | 376,886 | | Merdad Parsey, M.D., Ph.D.(3) | 55,000(2) | 225,000 | 223,349 | 503,349 |

  13. 2025 Director Compensation Table

    | (1) The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the equity awards granted to the non-employee members of our board of directors during 2025 as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 13 to the audited financial statements included in our Annual Report on Form 10-K filed on February 19, 2026. The amounts reported in this column exclude the impact of estimated forfeitures related to service-based vesting provisions. Note that amounts reported in this column reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the directors from equity awards. Pursuant to the Director Compensation Program, in June 2025, each of our non-employee directors other than Dr. Parsey was granted an annual option to purchase 54,059 shares of our common stock with an exercise price per share of $3.61 and 41,551 restricted stock units. Pursuant to the Director Compensation Program, on April 28, 2025, Dr. Parsey received (i) 42,056 restricted stock units and (ii) an initial option to purchase 54,610 shares of our common stock with an exercise price per share of $5.35. |

  14. 2025 Director Compensation Table

    The following table sets forth for the number of shares of our common stock subject to outstanding restricted stock units and options held by each of our non-employee directors as of December 31, 2025:

  15. 2025 Director Compensation Table

    | Name | Shares Subject to Outstanding Options | Number of Unvested Restricted Stock Units Outstanding | | Robert Bazemore | 404,834 | 20,775 | | William Bertrand, Jr., Esq. | 394,834 | 20,775 | | Muna Bhanji, R.Ph | 307,226 | 20,775 | | Onaiza Cadoret-Manier | 342,194 | 20,775 | | David Mott(a) | 369,834 | 20,775 | | Richard Rodgers | 294,834 | 20,775 | | Merdad Parsey, M.D., Ph.D. | 54,610 | 31,541 |

  16. 2025 Director Compensation Table

    | (a) Includes options to purchase 95,000 shares of our common stock that Mr. Mott holds for the benefit of entities associated with New Enterprise Associates. |

  17. 2025 Director Compensation Table

    | (2) Pursuant to the Director Compensation Program, each of Messrs. Bertrand, Mott and Rodgers and Dr. Parsey elected to receive a fully vested restricted stock unit award in lieu of their respective 2025 annual cash retainers. The fully vested restricted stock unit awards consisted of 19,390, 31,163, 21,468 and 15,235 fully-vested restricted stock units for Messrs. Bertrand, Mott and Rodgers and Dr. Parsey, respectively. The number of restricted stock units issued was calculated by dividing the annual retainer otherwise payable in cash at the 2025 Annual Meeting of Stockholders as reported in this column by $3.61, which was the closing trading price of our common stock on the date of the 2025 Annual Meeting of Stockholders, rounded down to the nearest whole restricted stock unit. The value of the cash fees the non-employee directors would have received had they not elected to receive stock awards is reported in this column. |

  18. 2025 Director Compensation Table

    | (3) Dr. Parsey was appointed to our board of directors, effective April 28, 2025. |

  19. Executive Summary

    | ○ | Strengthened our balance sheet. As of December 31, 2025, we had total cash, cash equivalents and short-term investments of $264.7 million, compared to $250.1 million as of December 31, 2024, with the increase in cash driven by our draw of the $50.0 million tranche under our loan agreement with investment affiliates managed by SLR Investment Corp. (“2022 Loan Agreement”), pursuant to an amendment announced in July 2025. |

  20. Executive Summary

    | Topic | Key Actions | | Base Salaries | • Approved 2025 salaries for our NEOs, consisting of a merit increase of 3.5% from 2024 base salaries for our NEOs (excluding Ms. Hohenleitner who started in October 2025 and was appointed as our Chief Financial Officer in November 2025, Dr. Bishop who started in July 2025, and Dr. Conner who started in August 2025), after review of the competitive range of the market compensation group recommended by Pearl Meyer (the “Market Data”) • Set the base salary for Ms. Hohenleitner and Drs. Bishop and Conner after reviewing a competitive range of the Market Data | | Cash Performance Incentive Program | • Approved target bonus levels for each NEO for 2025 • Established corporate goals for 2025 across a number of key areas, including financial, scientific, operational, and people • Evaluated performance relative to these goals and approved a corporate goal performance score of 105% for 2025 | | Equity Awards | • Established a 2025 long-term incentive program, comprised of grants of stock options and restricted stock units (RSUs), each with a four-year vesting schedule • Approved grants to our NEOs within the established program • Set grant amounts based on an average of a targeted long-term incentive value and a targeted long-term incentive award as a percentage of common shares outstanding • Applied this same approach to the new hire grants received by Ms. Hohenleitner and Drs. Bishop and Conner upon their respective hires |

  21. Executive Summary

    | What We Do | What We Don’t Do | | ☑ Review compensation of a set of comparable companies when making compensation decisions ☑ Use multiple incentive plan metrics covering key financial, scientific, operational, strategic, and people goals aligned with our value creation priorities ☑ Utilize both short- and long-term incentives to balance risk and reward ☑ Allow the Committee full negative discretion to reduce incentives ☑ Maintain a compensation recoupment policy ☑ Engage an independent consultant to advise our Committee ☑ Assess the risk of our compensation program ☑ Maintain a minimum stock ownership policy applicable to our executive officers and directors in order to help align their long-term interests with those of our stockholders | ☒ No guarantees for increases to annual compensation ☒ No single trigger vesting of equity in connection with a change in control unless equity awards are not assumed ☒ No excessive perquisites or executive benefits ☒ No hedging or pledging of company stock ☒ No repricing of outstanding stock options without stockholder approval ☒ No excise tax gross ups |

  22. Compensation Philosophy and Process

    | Three-Year Corporate Bonus Funding History (% of Target) | | | | 2023 | 2024 | 2025 | | 92% | 92% | 105% |

  23. Compensation Philosophy and Process

    | Internal Factors | External Factors | | • Current compensation levels | • Current market conditions | | • Company performance | • Current business conditions | | • Individual performance | • Labor market supply and demand | | • Scope and criticality of NEO’s role | • Compensation trends | | • Outstanding equity value | • Peer group benchmarks | | • Relative compensation to other NEOs | • Results of our “Say-on-Pay” vote and stockholder feedback |

  24. Compensation Philosophy and Process

    | • | The Role of Management. Our CEO annually reviews each NEO’s performance (excluding his own), and recommends salary adjustments and incentive awards with the Committee. Prior to the appointment of our Chief Human Resources Officer, our former Chief Legal and Administrative Officer would provide data and participate in Committee meetings to provide context and perspective on appropriate matters. Together, our CEO and former Chief Legal and Administrative Officer, with assistance from other executive officers, have historically developed, and proposed corporate objectives for the purpose of our annual cash-based incentives, and have also assisted in developing other compensation proposals as may have come up from time to time. Our Chief Human Resources Officer will operate in this capacity in coordination with our CEO going forward. While our Committee utilizes this information, the ultimate decisions regarding fiscal year 2025 executive compensation were made by our Committee and our board of directors. |

  25. Compensation Philosophy and Process

    | • | The Role of the Independent Consultant. Pearl Meyer serves as the Committee’s independent consultant and provides information and advice on executive and non-employee director compensation matters to the Committee. Pearl Meyer advises the Committee on all the principal aspects of executive compensation, and attends meetings of the Committee when requested. |

  26. Compensation Philosophy and Process

    Use of Market Data When making compensation decisions, our board of directors and the Committee considered advice and Market Data provided by Pearl Meyer. Pearl Meyer recommended a market compensation peer group in 2024 that informed 2025 compensation program decisions. Companies removed from the prior peer group did not meet the following selection criteria and were no longer considered appropriate comparators to our current size and profile. Additionally, two peers were removed due to recent acquisitions. The recommended 2025 peer group reflected companies that met the following criteria, which were determined to be reflective of our Company’s profile at that time. Our Company was positioned between the 35th and 50th percentiles of the 2025 peer group for market capitalization, revenue and headcount at the time of approval.

  27. Compensation Philosophy and Process

    In addition to the compensation peer group detailed above, Pearl Meyer also made use of compensation survey data in evaluating our NEO compensation relative to the market. Like the compensation peer group, this survey data was customized to reflect companies that have a similar profile to our Company to ensure the comparisons were appropriate. The Committee generally references compensation paid by the peer group companies to similarly situated employees at the 50th percentile when evaluating the compensation levels of our NEOs.

  28. Cash-Based Incentive Compensation

    Cash-Based Incentive Compensation We consider annual cash-based incentive bonuses to be an important component of our total compensation program and provides incentives necessary to retain and motivate NEOs. For 2025, our NEOs were eligible to receive performance-based cash incentives pursuant to the achievement of certain corporate performance objectives, as well as reflecting on their individual performance (excluding our CEO, who has a bonus opportunity based entirely on corporate performance). The performance goals for these annual performance cash bonuses were evaluated by the Committee and approved by our board of directors. The determination of the bonus amounts paid to our NEOs generally reflects a number of considerations, including the NEO’s target bonus opportunity and the performance of the Company against corporate goals, as well as their individual performance. Each NEO’s target bonus opportunity for 2025 performance is expressed as a percentage of base salary and is detailed below.

  29. Discussion of Corporate Objective Goal Scoring

    Discussion of Individual Goal Scoring In addition to the corporate goal scoring, the Committee also evaluated each NEO for their individual performance in consultation with the CEO. The CEO recommended and the Committee approved individual performance scores of 100% for Mmes. Hohenleitner and Grammer and 115% for Dr. Bishop for his exceptional supply chain leadership impact, strategic outcomes, and organizational performance. Under the cash-based incentive program, Dr. Conner was not eligible to receive a 2025 bonus payout due to his resignation. In connection with the terms of Mr. Renz’s transition and separation agreement, he was eligible to receive a 2025 bonus payout that was not subject to proration with an individual performance score of 100%. 2025 Cash-Based Incentive Payouts

  30. Discussion of Corporate Objective Goal Scoring

    | NEO | Base Salary | Target Bonus (% of Base Salary) | Target Bonus Amount | Total Bonus Achieved | Total Bonus Achieved as a % of Target Bonus | | Michael Raab | $797,000 | 75% | $597,750 | $627,638 | 105% | | Susan Hohenleitner | $550,000 | 45% | $54,247* | $56,416 | 104% | | John Bishop, Ph.D. | $480,000 | 45% | $108,888* | $116,510 | 107% | | Elizabeth Grammer, Esq. | $527,126 | 45% | $237,207 | $246,695 | 104% | | Justin Renz** | $535,095 | 45% | $240,793 | $250,425 | 104% |

  31. Discussion of Corporate Objective Goal Scoring

    | * Reflects prorated bonus opportunities for Ms. Hohenleitner and Dr. Bishop based on their dates of hire. |

  32. Discussion of Corporate Objective Goal Scoring

    | ** Mr. Renz remained eligible for a 2025 bonus in accordance with the terms of his transition and separation agreement. |

  33. Equity-Based Compensation

    Equity-Based Compensation The Committee views equity-based compensation as a critical component of our total compensation program. Equity-based compensation creates an ownership culture among our NEOs that provides an incentive to contribute to our mission and align interest of NEOs with those of our stockholders. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs, though our Committee does reference the Market Data from our independent consultant when approving annual equity awards, as well as reflects on our philosophy, program objectives, and key factors as described above. For 2025, the Committee reviewed Market Data that captured both the grant date fair value of long-term incentives provided, as well as the size of long-term incentive grants expressed as a percentage of a company’s common shares outstanding at that time. The Committee determined both reference points were important given the volatility of our share price leading up to the grant date, as well as the Committee’s desire to balance delivering competitive value and awards that were not excessively dilutive to stockholders or punitive to our NEOs on that basis. The Committee determined to allocate 50% of each NEO’s equity award to stock options and 50% to time-vesting restricted stock units (“RSUs”) applying a 1.5 to 1 ratio for options to RSUs. The Committee reviewed Market Data and considered its desire to balance risk and reward, the volatility of our stock, and the motivational and retention aspects of the awards in arriving at the decision to grant an equal mix of stock options and RSUs (after applying the 1.5 to 1 ratio of options to RSUs described above). In sizing each equity award, the Committee referenced the Market Data, as well as internal equity among NEOs. The Committee views stock options to be performance-based awards because they deliver value only if the stock price appreciates following the grant date, fostering alignment of compensation with stockholder experience and performance outcomes. As such, on February 25, 2025, in connection with our annual compensation review and approvals, the Committee approved the following grants to each of our NEOs other than Ms. Hohenleitner and Drs. Bishop and Conner, who were not yet employed at our Company on such date. Ms. Hohenleitner and Drs. Bishop and Conner received new hire grants upon commencing employment with us, which were structured in the same fashion as the annual grants, while reflecting arm’s length negotiations.

  34. Equity-Based Compensation

    | NEO | Award Type | Number of Shares Underlying Stock Options | Number of RSUs | Resulting Grant Date Fair Value | | Michael Raab | Annual | 855,326 | 570,217 | $6,367,672 | | Susan Hohenleitner | New Hire | 578,104 | 146,896 | $2,930,027 | | John Bishop, Ph.D. | New Hire | 327,000 | 218,000 | $2,153,012 | | Edward Conner, M.D. | New Hire | 463,268 | 302,260 | $3,410,891 | | Elizabeth Grammer, Esq. | Annual | 205,019 | 136,680 | $1,526,315 | | Justin Renz(1) | Annual | 205,019 | 136,680 | $1,526,315 |

  35. Equity-Based Compensation

    | (1) Mr. Renz also received the regrants in connection with (i) his change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted awards on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the originally granted awards on November 13, 2026, through December 31, 2026, and an extended post-separation period to exercise the vested stock options from three months to 12 months. The amounts reported include 1,020,009 shares of stock options and 109,635 shares of RSUs, resulting in grant-date fair values of $760,246 and $474,720, respectively. The incremental fair value amounts are calculated in accordance with ASC 718. |

  36. Equity-Based Compensation

    Each annual stock option grant disclosed above vests and becomes exercisable in substantially equal monthly installments over four years from the grant date, subject to each holder continuing to provide services to us through such dates. The new hire stock option grants awarded to Ms. Hohenleitner and Drs. Bishop and Conner also vest and become exercisable over four years from the grant date, subject to continued employment through such dates but of the first 25% of the award does not vest until the first anniversary of their commencement of employment, with vesting thereafter on a monthly ratable basis. The annual RSU grants vest in substantially equal quarterly installments over four years on each of the Company’s designated quarterly RSU vest dates following the grant date, subject to each holder continuing to provide services to us through such dates. Our new hire RSUs vest as to 25% of the award on the first anniversary of the vesting commencement date, with vesting thereafter on a quarterly ratable basis.

  37. Retirement Savings and Health and Welfare Benefits

    Retirement Savings and Health and Welfare Benefits Retirement Programs We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. In 2023, the Committee and board of directors approved matching employer contributions under our 401(k) plan for all employees participating in the 401(k) plan, with all contributions to vest immediately, and the Company’s match to be 50% of the first 3% of the employee’s contribution. In 2025, the Committee and board of directors approved matching employer contributions under our 401(k) plan for all employees participating in the 401(k) plan, with all contributions to vest immediately, and the Company’s match to be 50% of the first 6% of the employee’s contribution. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans. These health and welfare plans include medical, dental and vision benefits; short-term and long-term disability insurance; and supplemental life and AD&D insurance. Perquisites and Other Personal Benefits We did not provide any perquisites or personal benefits to our NEOs not otherwise made available to other employees in 2025. Employment and Severance Arrangements During 2025, we entered into an amended and restated employment agreement with our CEO and an amended and restated change in control severance agreement with each of our other NEOs. Our CEO’s amended and restated employment agreement and the offer letters we entered into with our other NEOs set forth the terms and conditions of employment of our NEOs, including base salary and standard employee benefit plan participation and, in the case of offer letters, initial equity awards. Our CEO’s amended and restated employment agreement and other NEOs’ amended and restated change in control severance agreements provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. The Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can serve to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. Our CEO’s amended and restated employment agreement and our other NEOs’ amended and restated change in control severance agreements are described in more detail and the payments and benefits quantified below under “—Potential Payments Upon Termination or Change in Control.”

  38. Other Aspects of Our Compensation Program

    Other Aspects of Our Compensation Program Recovery of Erroneously Awarded Compensation Policy Our Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) is intended to comply with SEC and Nasdaq listing standards and maintain a culture of focused, diligent and responsible management that discourages conduct detrimental to our growth. Accordingly, as set forth in the Clawback Policy, we are required to recover certain erroneously paid incentive-based compensation of our current and former executive officers in the event we are required to prepare a qualifying accounting restatement. The Clawback Policy provides that such erroneously paid incentive-based compensation may also be recovered from other compensation payable by us. Equity Granting Practices From time to time, we grant equity awards, including stock options and RSUs, to our employees, including our NEOs. Our typical practice is to grant employee equity awards upon an individual’s commencement of employment. We typically grant annual employee equity grants in the first quarter of each fiscal year, which grants are typically approved at a regularly scheduled meeting of the Committee occurring in such quarter. In addition, non-employee directors receive grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our Director Compensation Program. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Committee considers whether there is any MNPI about our Company when determining the timing of stock option grants and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. During fiscal year 2025, we did not grant stock options or similar option-like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses MNPI. Insider Trading All employees, officers, members of our board of directors and certain consultants of the Company are subject to our Insider Trading Compliance Policy. The policy prohibits the covered individuals from purchasing or selling any of our securities while in possession of MNPI. Our Insider Trading Compliance Policy also prohibits covered individuals, including our NEOs, from (i) making short sales of our securities, (ii) engaging in transactions in puts, calls or other options or derivative instruments related to our securities, (iii) engaging in any hedging or similar transaction designed to decrease the risks associated with holding our securities and (iv) purchasing our securities on margin or pledging our securities as collateral. Accounting and Tax Considerations As a general matter, our Committee reviews and considers the various tax and accounting implications of compensation programs we utilize. We account for equity compensation paid to our employees under the rules of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Accounting standards also require us to record cash compensation as an expense at the time the obligation is accrued. Compensation Risk Assessment The Committee carefully considers whether our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. The Committee believes that the mix and design of our compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on the Company. In fiscal year 2025, the Committee considered several factors in assessing the overall risk of our compensation program:

  39. Other Aspects of Our Compensation Program

    | ☑ | We offer a base salary component of compensation, as well as certain health and welfare benefits, to provide employees fixed compensation and support regardless of performance. | | ☑ | Our Cash-Based Incentive Compensation Program has a range of metrics and outcomes that promote a balanced view of performance and is not binary in application. | | ☑ | Certain aspects of our Cash-Based Incentive Program include qualitative consideration, which restrain the influence of formulae or quantitative factors on excessive risk taking. | | ☑ | We use multiple incentive plan metrics covering key financial, scientific, operational, strategic, and people goals. | | ☑ | We set performance goals that we believe are reasonable to achieve. | | ☑ | The Committee has full discretion to adjust the Cash-Based Incentive Compensation funding at the end of year. | | ☑ | We utilize both short- and long-term incentives to balance risk and reward. | | ☑ | We grant long-term incentive awards that have a multi-year vesting schedule to promote a long-term view and decision-making. | | ☑ | We maintain a Clawback Policy. |

  40. Other Aspects of Our Compensation Program

    Executive Officer Stock Ownership Policy Because of the importance of linking the interests of management and stockholders, in December 2025, the board of directors, as recommended by the nominating and corporate governance committee, established a minimum stock ownership policy for our executive officers and directors. These guidelines specify the value of the shares of Common Stock that our executive officers and directors must accumulate and hold within five years from the later of the effective date of implementation of the guidelines and the date the individual was hired or promoted to an executive officer or director position (or otherwise designated as a participant of these guidelines). Under the guidelines, ownership targets are set at a value greater than or equal to three times base salary in the case of our chief executive officer, greater than or equal to one times base salary in the case of our other executive officers and greater than or equal to three times annual cash retainer (not including committee membership or chairmanship retainers, in the case of our directors). The following forms of equity are counted as owned for purposes of the stock ownership guidelines: (a) issued and outstanding shares of common stock, in any case whether (i) held directly by the individual or his or her immediate family members residing in the same household; (ii) held in a trust for the benefit of the individual or his or her immediate family members residing in the same household; or (iii) owned by a partnership, limited liability company or other entity to the extent of the individual’s interest therein (or the interest therein of his or her immediate family members residing in the same household), but only if the individual has or shares powers to vote or dispose of the shares; and (b) shares of restricted common stock and shares of common stock subject to outstanding restricted stock unit awards, in each case that vest solely based on the passage of time (including deferred stock units). Shares of common stock that count toward satisfaction of the minimum ownership requirement do not include (x) shares of common stock subject to outstanding and unexercised stock options or warrants, whether vested or unvested and whether exercisable or unexercisable; (y) performance-based vesting restricted common stock and restricted stock unit awards or other performance-based incentive awards to the extent applicable performance goals have not been achieved; and (z) all other forms of derivative securities. The nominating and corporate governance committee oversees compliance with the stock ownership guidelines and periodically reviews and amends the stock ownership guidelines as the Committee deems advisable.

  41. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains information regarding the compensation earned by each of our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.

  42. 2025 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 ($) | | Michael Raab President, Chief Executive Officer and Director | 2025 | 797,000 | — | 2,953,724 | 3,413,948 | 627,638 | 3,861 | 7,796,171 | | | 2024 | 770,000 | — | 4,170,500 | 4,164,621 | 495,880 | 5,164 | 9,606,165 | | | 2023 | 700,000 | 330,000 | 687,500 | 2,395,694 | — | 4,950 | 4,118,144 | | Susan Hohenleitner(4) Chief Financial Officer | 2025 | 120,929 | 330,000(4) | 735,949 | 2,194,078 | 56,416 | — | 3,437,372 | | John Bishop, Ph.D.(5) Chief Technical and Quality Officer | 2025 | 240,000 | — | 1,004,980 | 1,148,032 | 116,510 | 3,000 | 2,512,522 | | Edward Conner, M.D.(6) Former Chief Medical Officer | 2025 | 213,019 | — | 1,574,775 | 1,836,116 | — | — | 3,623,910 | | Elizabeth Grammer, Esq.(7) Former Chief Legal and Administrative Officer | 2025 | 527,126 | — | 708,002 | 818,313 | 246,695 | 3,481 | 2,303,617 | | | 2024 | 509,300 | — | 1,121,645 | 1,127,238 | 210,850 | 4,273 | 2,973,306 | | | 2023 | 463,300 | 200,000 | 214,500 | 748,121 | — | 4,950 | 1,630,871 | | Justin Renz(8) Former Chief Financial and Operations Officer | 2025 | 464,434 | — | 1,578,559(9) | 1,182,722(9) | 250,425 | 75,543(10) | 3,551,684 | | | 2024 | 517,000 | — | 1,121,645 | 1,127,238 | 214,038 | 3,932 | 2,983,853 |

  43. 2025 Summary Compensation Table

    | (1) Except where otherwise noted, the amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs and stock options granted to our NEOs as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in the Stock Awards and Option Awards columns are set forth in Note 13 to the audited financial statements included in our Annual Report on Form 10-K filed on February 19, 2026. The amounts reported in this column exclude the impact of forfeitures related to service-based vesting conditions. Note that the amounts reported in these columns reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by the NEOs from the equity awards. |

  44. 2025 Summary Compensation Table

    | (2) The amounts reported in the Non-Equity Incentive Plan Compensation column represent annual cash performance-based bonuses earned by our NEOs pursuant to the achievement of certain company (and in the case of all NEOs other than the CEO, individual) performance objectives. |

  45. 2025 Summary Compensation Table

    | (3) Except where otherwise noted, the amounts reported in the All Other Compensation column represent employer matching contributions under our 401(k) plan. |

  46. 2025 Summary Compensation Table

    | (4) Ms. Hohenleitner commenced employment with us on October 13, 2025 and was appointed as our Chief Financial Officer, effective November 4, 2025. In connection with the commencement of Ms. Hohenleitner’s employment with the Company, Ms. Hohenleitner was granted a sign-on bonus of $180,000 to induce her to join our Company and an additional housing consideration payment in the amount of $150,000. Each of these bonuses are subject to clawback if Ms. Hohenleitner’s employment is terminated by the Company for “cause” or if she voluntarily resigns from her employment prior to October 13, 2027, with 100% subject to clawback prior to October 13, 2026 and 50% subject to clawback between October 13, 2026 and October 13, 2027. |

  47. 2025 Summary Compensation Table

    | (5) Dr. Bishop commenced employment with us on July 1, 2025. |

  48. 2025 Summary Compensation Table

    | (6) Dr. Conner commenced employment with us on August 7, 2025 and subsequently resigned from his position, effective December 31, 2025. |

  49. 2025 Summary Compensation Table

    | (7) Ms. Grammer resigned from her position as Chief Legal and Administrative Officer and transitioned to her role as General Counsel, effective December 31, 2025. |

  50. 2025 Summary Compensation Table

    | (8) Mr. Renz ceased serving as the Company’s Chief Financial and Operations Officer upon Ms. Hohenleitner’s appointment, effective November 4, 2025. Mr. Renz ceased providing services to the Company, effective November 13, 2025. |

  51. 2025 Summary Compensation Table

    | (9) The amounts reported include the grant-date fair value for option awards and stock awards related to the annual grant on February 25, 2025 of $818,313 and $708,002, respectively. The amounts reported also include $760,246 related to the incremental fair value due to the modification of option awards and $474,720 related to the incremental fair value due to the modification of stock awards in connection with (i) Mr. Renz’s change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted awards on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the originally granted awards on November 13, 2026, through December 31, 2026, and an extended post-separation period to exercise the vested stock options from three months to 12 months. The incremental fair value amounts are calculated in accordance with ASC 718 using the measurement date of August 1, 2025, the effective date of his transition and separation agreement. |

  52. 2025 Summary Compensation Table

    | (10) The amount reported also includes the total continued salary payments of $70,661 paid to Mr. Renz through December 31, 2025 pursuant to his transition and separation agreement. |

  53. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  54. 2025 Grants of Plan-Based Awards Table

    | Name | Award Type | Grant Date | Approval Date(10) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | All other stock awards: Number of shares of stock or unit | All other option awards: Number of shares underlying options | Exercise or base price of option award ($/share) | Grant date fair value of stock and option awards ($)(2) | | | | | | Threshold ($) | Target ($) | | | | | | Michael Raab | Option(3) | 2/25/2025 | 2/25/2025 | — | — | — | 855,326 | 5.18 | 3,413,948 | | | RSU(4) | 2/25/2025 | 2/25/2025 | — | — | 570,217 | — | — | 2,953,724 | | | — | — | — | — | 597,750 | — | — | — | | | Susan Hohenleitner | Option(5) | 10/13/2025 | 10/13/2025 | — | — | — | 578,104 | 5.01 | 2,194,078 | | | RSU(6) | 10/13/2025 | 10/13/2025 | — | — | 146,896 | — | — | 735,949 | | | — | — | — | — | 54,247* | — | — | — | | | John Bishop, Ph.D. | Option(5) | 7/14/2025 | 7/14/2025 | — | — | — | 327,000 | 4.61 | 1,148,032 | | | RSU(6) | 7/14/2025 | 7/14/2025 | — | — | 218,000 | — | — | 1,004,980 | | | — | — | — | — | 108,888* | — | — | — | | | Edward Conner, M.D.(7) | Option(5) | 8/8/2025 | 8/8/2025 | — | — | — | 463,268 | 5.21 | 1,836,116 | | | RSU(6) | 8/8/2025 | 8/8/2025 | — | — | 302,260 | — | — | 1,574,775 | | | — | — | — | — | — | — | — | — | | | Elizabeth Grammer, Esq. | Option(3) | 2/25/2025 | 2/25/2025 | — | — | — | 205,019 | 5.18 | 818,025 | | | RSU(4) | 2/25/2025 | 2/25/2025 | — | — | 136,680 | — | — | 708,002 | | | — | — | — | — | 237,207 | — | — | — | | | Justin Renz | Option(3) | 2/25/2025 | 2/25/2025 | — | — | — | 205,019 | 5.18 | 818,313 | | | RSU(4) | 2/25/2025 | 2/25/2025 | — | — | 136,680 | — | — | 708,002 | | | Option(8) | 11/13/2025 | 8/1/2025 | — | — | — | 195,017 | 7.35 | 126,761 | | | Option(8) | 11/13/2025 | 8/1/2025 | — | — | — | 146,755 | 6.35 | 101,261 | | | Option(8) | 11/13/2025 | 8/1/2025 | — | — | — | 121,000 | 0.99 | 35,090 | | | Option(8) | 11/13/2025 | 8/1/2025 | — | — | — | 343,687 | 2.75 | 319,629 | | | Option(8) | 11/13/2025 | 8/1/2025 | — | — | — | 119,583 | 8.78 | 74,141 | | | Option(8) | 11/13/2025 | 8/1/2025 | — | — | — | 93,967 | 5.18 | 103,364 | | | RSU(9) | 11/13/2025 | 8/1/2025 | — | — | 109,635 | — | — | 474,720 | | | — | — | — | 12,040 | 240,793 | — | — | — | |

  55. 2025 Grants of Plan-Based Awards Table

    | * Reflects prorated bonus opportunities for Ms. Hohenleitner and Dr. Bishop’s dates of hire. |

  56. 2025 Grants of Plan-Based Awards Table

    | (1) Non-equity incentive plan awards consist of performance-based cash bonuses earned based on achievement of pre-determined performance criteria during fiscal year 2025. There is no maximum payout amount under the non-equity incentive plan. The 2025 cash incentive bonus determinations are described in more detail above under the heading “Cash-Based Incentive Compensation.” |

  57. 2025 Grants of Plan-Based Awards Table

    | (2) Except where otherwise noted, amounts represent the aggregate grant date fair value of RSU and stock option awards granted to our NEOs, computed in accordance with ASC 718 and excluding the effect of estimated forfeitures related to service-based vesting conditions. The assumptions used in the valuation of these awards are set forth in Note 13 to the audited financial statements included in our Annual Report on Form 10-K filed on February 19, 2026. |

  58. 2025 Grants of Plan-Based Awards Table

    | (3) Represents annual grants of stock options to our NEOs, except Ms. Hohenleitner and Drs. Bishop and Conner, in 2025. The option awards vest in substantially equal monthly installments over four years from the vesting commencement date, subject to the holder continuing to provide services to us through each such date. |

  59. 2025 Grants of Plan-Based Awards Table

    | (4) Represents annual grants of RSU awards to our NEOs, except Ms. Hohenleitner and Drs. Bishop and Conner, in 2025. The awards of RSUs vest in substantially equal quarterly installments over four years from the vesting commencement date, on each of February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  60. 2025 Grants of Plan-Based Awards Table

    | (5) Represents the new hire grant of stock options to Ms. Hohenleitner and Drs. Bishop and Conner. The option award vests and becomes exercisable as to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and as to 1/48th of the shares subject to the option each month thereafter, subject to the holder continuing to provide services to us through each such date. |

  61. 2025 Grants of Plan-Based Awards Table

    | (6) Represents the new hire grants of RSU awards to Ms. Hohenleitner and Drs. Bishop and Conner. The RSU award vests as to 25% of the RSUs subject to the award on October 13, 2025, July 14, 2025 and August 8, 2025, respectively, and as to 1/16th of the shares subject to the RSU on each February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  62. 2025 Grants of Plan-Based Awards Table

    | (7) Due to Dr. Conner’s resignation, effective December 31, 2025, he was not eligible to receive a 2025 bonus payout and his unvested stock options and RSU awards were forfeited on December 31, 2025. |

  63. 2025 Grants of Plan-Based Awards Table

    | (8) The amounts reported are related to the incremental fair value due to the modification of option awards in connection with (i) Mr. Renz’s change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted stock options on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the |

  64. 2025 Grants of Plan-Based Awards Table

    originally granted stock options on November 13, 2026, through December 31, 2026, and an extended post-separation period to exercise the vested stock options from three months to 12 months. The incremental fair value amounts are calculated in accordance with ASC 718 using the measurement date of August 1, 2025, the effective date of his transition and separation agreement.

  65. 2025 Grants of Plan-Based Awards Table

    | (9) The amounts reported are related to the incremental fair value due to the modification of stock awards in connection with (i) Mr. Renz’s change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted RSU awards on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the originally granted RSU awards on November 13, 2026, through December 31, 2026. The incremental fair value amounts are calculated in accordance with ASC 718 using the measurement date of August 1, 2025, the effective date of his transition and separation agreement. |

  66. 2025 Grants of Plan-Based Awards Table

    | (10) For annual and new hire grants, the approval date represents the Committee approval date. For Mr. Renz’s regrants on November 13, 2025, the approval date represents the effective date of his transition and separation agreement. |

  67. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table summarizes the number of shares of common stock underlying outstanding equity awards for each of our NEOs during the year ended December 31, 2025.

  68. Outstanding Equity Awards at Fiscal Year-End 2025

    | Name | | Option Awards(1) | | | | Stock Awards(2) | | | | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Michael Raab | 2/25/2025 | 178,192 | 677,134 | 5.18 | 2/25/2035 | 463,300 | 2,701,039 | | | 1/16/2024 | 239,329 | 315,575 | 8.78 | 1/16/2034 | 237,496 | 1,384,602 | | | 1/5/2023 | 819,583 | 304,417 | 2.75 | 1/5/2033 | 62,500 | 364,375 | | | 1/6/2022 | 401,250 | 14,584 | 0.99 | 1/6/2032 | 37,500 | 190,125 | | | 1/5/2021 | 517,959 | — | 6.35 | 1/5/2031 | — | — | | | 1/9/2020 | 557,460 | — | 7.60 | 1/9/2030 | — | — | | | 1/17/2019 | 455,000 | — | 2.32 | 1/17/2029 | — | — | | | 7/26/2018 | 185,000 | — | 4.30 | 7/26/2028 | — | — | | | 1/16/2018 | 390,348 | — | 7.10 | 1/16/2028 | — | — | | | 8/9/2017 | 79,535 | — | 4.70 | 8/8/2027 | — | — | | | 1/19/2017 | 318,141 | — | 13.90 | 1/18/2027 | — | — | | | 1/15/2016 | 301,258 | — | 10.55 | 1/14/2026 | — | — | | Susan Hohenleitner(4) | 10/13/2025 | — | 578,104 | 5.01 | 10/13/2035 | 146,896 | 856,404 | | John Bishop, Ph.D.(5) | 7/14/2025 | — | 327,000 | 4.61 | 7/14/2035 | 218,000 | 1,270,940 | | Edward Conner, M.D.(6) | 8/8/2025 | — | — | — | — | — | — | | Elizabeth Grammer, Esq. | 2/25/2025 | 42,712 | 162,307 | 5.18 | 2/25/2035 | 111,051 | 647,427 | | | 1/16/2024 | 78,583 | 85,417 | 8.78 | 1/16/2034 | 63,872 | 372,374 | | | 1/5/2023 | 146,250 | 95,063 | 2.75 | 1/5/2033 | 19,500 | 113,685 | | | 1/6/2022 | 81,666 | 4,084 | 0.99 | 1/6/2032 | — | — | | | 1/5/2021 | 146,755 | — | 6.35 | 1/5/2031 | — | — | | | 1/9/2020 | 139,365 | — | 7.60 | 1/9/2030 | — | — | | | 1/17/2019 | 78,000 | — | 2.32 | 1/17/2029 | — | — | | | 7/26/2018 | 54,730 | — | 4.30 | 7/26/2028 | — | — | | | 1/16/2018 | 117,104 | — | 7.10 | 1/16/2028 | — | — | | | 8/9/2017 | 19,884 | — | 4.70 | 8/8/2027 | — | — | | | 1/19/2017 | 79,535 | — | 13.90 | 1/18/2027 | — | — | | | 1/15/2016 | 102,701 | — | 10.55 | 1/14/2026 | — | — | | Justin Renz(7) | 11/13/2025 | 93,967 | — | 5.18 | 11/13/2026 | — | — | | | 11/13/2025 | 119,583 | — | 8.78 | 11/13/2026 | — | — | | | 11/13/2025 | 343,687 | — | 2.75 | 11/13/2026 | — | — | | | 11/13/2025 | 121,000 | — | 0.99 | 11/13/2026 | — | — | | | 11/13/2025 | 146,755 | — | 6.35 | 11/13/2026 | — | — | | | 11/13/2025 | 195,017 | — | 7.35 | 11/13/2026 | — | — |

  69. Outstanding Equity Awards at Fiscal Year-End 2025

    | (1) Except as otherwise noted, each option vests and becomes exercisable in substantially equal monthly installments over four years from the vesting commencement date, subject to the holder continuing to provide services to us through each such date. |

  70. Outstanding Equity Awards at Fiscal Year-End 2025

    | (2) Except as otherwise noted, each award of RSUs vest in substantially equal quarterly installments over four years from the vesting commencement date, on each of February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  71. Outstanding Equity Awards at Fiscal Year-End 2025

    | (3) Amounts calculated based on the $5.83 closing trading price of our common stock as of December 31, 2025, the last trading day of fiscal year 2025. |

  72. Outstanding Equity Awards at Fiscal Year-End 2025

    | (4) The option award vests and becomes exercisable as to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and as to 1/48th of the shares subject to the option each month thereafter, subject to the holder continuing to provide services to us through each such date, and the RSU award vests as to 25% of the restricted stock units subject to the award on October 13, 2025, and as to 1/16th of the shares subject to the RSU on each February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  73. Outstanding Equity Awards at Fiscal Year-End 2025

    | (5) The option award vests and becomes exercisable as to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and as to 1/48th of the shares subject to the option each month thereafter, subject to the holder continuing to provide services to us through each such date, and the RSU award vests as to 25% of the RSUs subject to the award on July 14, 2025, respectively, and as to 1/16th of the shares subject to the RSU on each February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  74. Outstanding Equity Awards at Fiscal Year-End 2025

    | (6) Due to Dr. Conner’s resignation, effective December 31, 2025, his unvested stock options and RSU awards were forfeited on December 31, 2025. |

  75. Outstanding Equity Awards at Fiscal Year-End 2025

    | (7) The amounts reported include the regrants calculated in accordance with ASC 718 in connection with (i) Mr. Renz’s change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted stock options on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the originally granted stock options on November 13, 2026, through December 31, 2026, and an extended post-separation period to exercise the vested stock options from three months to 12 months. All regranted stock options and RSU awards vested on November 13, 2025. |

  76. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth certain information regarding the exercise of options to purchase shares of our common stock by our NEOs during 2025, and the vesting of RSUs with respect to shares of our common stock that were held by our NEOs during the year ended December 31, 2025.

  77. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Michael Raab | 104,166 | 412,498 | 325,669 | 1,746,981 | | Susan Hohenleitner | — | — | — | — | | John Bishop, Ph.D. | — | — | — | — | | Edward Conner, M.D. | — | — | — | — | | Elizabeth Grammer, Esq. | — | — | 87,567 | 470,667 | | Justin Renz(3) | — | — | 164,632 | 776,871 |

  78. Option Exercises and Stock Vested Table

    | (1) The value realized on exercise is based on the difference between the closing market price of our common stock on the date of exercise and the applicable exercise price of those options multiplied by the number of shares underlying the options. |

  79. Option Exercises and Stock Vested Table

    | (2) Except as otherwise noted, the value realized on vesting is based on the number of shares of our common stock underlying the RSU awards vested multiplied by the closing market price of our common stock on the vesting date. |

  80. Option Exercises and Stock Vested Table

    | (3) The amounts reported include the regrants in connection with (i) Mr. Renz’s change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted RSU awards on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the originally granted RSU awards on November 13, 2026, through December 31, 2026. The value realized on vesting of these modified RSU awards is based on the number RSU awards accelerated multiplied by the closing market price of our common stock on the modification date, August 1, 2025, calculated in accordance with ASC 718. The value realized on vesting of RSU awards prior to November 13, 2025 is calculated using the methodology discussed in footnote (2) above. |

  81. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  82. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  83. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Mr. Raab’s Employment Agreement In 2025, the Company entered into a second amended and restated employment agreement with Mr. Raab (“the Second Amended and Restated Employment Agreement”). Under Mr. Raab’s Second Amended and Restated Employment Agreement, in the event Mr. Raab’s employment with us is involuntarily terminated for reasons other than “cause” or he resigns for “good reason” (each, as defined in his employment agreement), in each case more than three months prior to or more than 12 months after a change in control (the “Non-CIC Period”), then Mr. Raab will receive: (i) continued payment of his annual base salary as in effect immediately prior to such termination for a period of 18 months; (ii) payment of healthcare continuation costs for him and his eligible dependents for up to 18 months following the date of such termination; (iii) 18 months of accelerated vesting of any outstanding time-based equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date; and (iv) with respect to any outstanding performance-based equity awards, such awards shall be treated as set forth in the applicable award agreement or, if the award agreement is silent as to specified treatment, 18 months accelerated vesting based on achievement of the applicable performance goals at target. In the event Mr. Raab’s employment with us is involuntarily terminated for reasons other than cause or he resigns for good reason, in each case within three months prior to and 12 months after a change in control (the “CIC Period”), then Mr. Raab will receive: (i) a lump sum amount equal to 2.0 multiplied by the sum of (a) his base salary as in effect immediately prior to such termination and (b) his target annual bonus for the year of termination; (ii) payment of healthcare continuation costs for him and his eligible dependents for up to 24 months following the date of such termination; (iii) full accelerated vesting of any outstanding time-based equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date; and (iv) with respect to any outstanding performance-based equity awards, such awards shall be treated as set forth in the applicable award agreement or, if the award agreement is silent as to specified treatment, full accelerated vesting based on achievement of the applicable performance goals at target. The foregoing severance benefits are subject to Mr. Raab’s timely execution and non-revocation of a general release of claims against the Company and its affiliates. Mr. Raab is subject to a Proprietary Information and Inventions Assignment Agreement, a two-year post-termination non-solicitation of employees restriction, and non-disparagement restriction. Change in Control and Severance Agreements In 2025, the Company entered into amended and restated change in control and severance agreements with each of the other NEOs. Under the amended and restated change in control and severance agreements with each of the other NEOs, in the event the NEO’s employment with us is involuntarily terminated for reasons other than “cause” or they resign for “good reason” (each as defined in their respective change in control and severance agreements), in each case during the Non-CIC Period, then they will receive: (i) continued payment of their annual base salary as in effect immediately prior to such termination for a period of 12 months; (ii) payment of healthcare continuation costs for them and their eligible dependents for up to 12 months following the date of such termination; (iii) 3 months of accelerated vesting of any outstanding time-based equity awards for each 12 months of service to the Company; provided that such acceleration shall not exceed 12 months; and (iv) with respect to any outstanding performance-based equity awards, such awards shall be treated as set forth in the applicable award agreement or, if the award agreement is silent, three months of accelerated vesting for each 12 months of service to the Company; provided that such acceleration shall not exceed 12 months, based on achievement of the applicable performance goals at target. In the event their employment with us is involuntarily terminated for reasons other than cause or they resign for good reason, in each case during the CIC Period, then they will receive: (i) a lump sum amount equal to 1.5 multiplied by the sum of their (a) base salary as in effect immediately prior to such termination and (b) target annual bonus for the year of termination; (ii) payment of healthcare continuation costs for them and their eligible dependents for up to 18 months following the date of such termination; (iii) full accelerated vesting of any outstanding time-based equity awards; (iv) with respect to any outstanding performance-based equity awards, such awards shall be treated as set forth in the applicable award agreement or, if the award agreement is silent, full accelerated vesting based on achievement of the applicable performance goals at target; and (v) any outstanding options will remain exercisable until the earlier of 12 months following the date of termination or the original expiration date. The foregoing severance benefits are subject to the NEO’s timely execution and non-revocation of a general release of claims against the Company and its affiliates and continued compliance with their Proprietary Information and Inventions Assignment Agreement. In addition, such NEOs are subject to a two-year post-termination non-solicitation of employees restriction and non-disparagement restriction. Transition and Separation Agreements The Company and Ms. Grammer entered into a transition and separation agreement, pursuant to which Ms. Grammer is expected to continue to serve as General Counsel until a successor is appointed (such date, the “Transition Date”), after which Ms. Grammer will serve as a Senior Advisor for a period of up to 24 months (the “Advisory Period”). During the period (the “Employment Period”) ending on the earliest of (i) the first anniversary of the Transition Date, (ii) the date the Company terminates Ms. Grammer’s employment for “cause” or (iii) the date Ms. Grammer voluntarily resigns from her employment with the Company, she shall remain employed by the Company. During the Employment Period, (a) Ms. Grammer will continue to be employed by the Company and receive her base salary, (b) she was eligible to receive her annual target bonus for the year ended December 31, 2025, (c) she will be eligible to receive her annual target bonus for the year ending December 31, 2026 prorated for the portion of the year during which she servers as General Counsel (and will be ineligible to receive annual bonuses thereafter), and (d) her outstanding, unvested equity awards will continue to vest. At the end of the Employment Period, if Ms. Grammer provides the Company a general release of claims, she will be paid an amount equal to one month of her annual base salary. In addition, (x) during the second 12 months of the Advisory Period (the “Consulting Phase”), Ms. Grammer’s equity will continue to vest, (y) during the first 9 months of the Consulting Phase, Ms. Grammer will be eligible for an advisory payment in an amount to be determined, and (z) during the full Advisory Period, or if earlier, the date she becomes eligible for healthcare coverage from another employer, Ms. Grammer will be eligible to receive continued health care coverage for herself and her covered dependents under COBRA, and the Company will pay the applicable COBRA premiums. Ms. Grammer remains subject to her Proprietary Information and Inventions Assignment Agreement.

  84. Potential Payments Upon Termination or Change in Control

    The Company and Mr. Renz entered into a transition and separation agreement, pursuant to which, if Mr. Renz remained employed through his planned separation date (the earlier of (i) December 31, 2025 or (ii) 30 days after the Company’s new Chief Financial Officer commences employment with the Company) and executed a release of claims, Mr. Renz became entitled to receive (i) the severance payments and benefits described above under his amended and restated change in control and severance agreement for a termination of employment for reasons other than for “cause” during the Non-CIC Period; (ii) in the event that the separation date is prior to December 31, 2025, continued payment of his base salary through December 31, 2025 and each outstanding time-based equity award automatically became vested and exercisable with respect to that number of shares that would have vested had Mr. Renz’s employment continued through December 31, 2026; and (iii) each vested stock option, held by Mr. Renz shall remain exercisable through the earliest of (a) the 12-month anniversary of the separation date, (b) a change in control or (c) the original expiration date of the stock option; and (iv) his annual bonus for the year ended December 31, 2025, with the amount calculated in accordance with the Company’s standard bonus calculations for members of the Company’s executive leadership team and with his individual performance component of such calculation set at 100%. Mr. Renz remains subject to his Proprietary Information and Inventions Assignment Agreement. Dr. Conner resigned from his position as our Chief Medical Officer on December 31, 2025 and did not enter into a transition and separation agreement with the Company in connection with his resignation. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs, other than Dr. Conner, Mr. Renz, and Ms. Grammer. The payments and benefits are estimated assuming that the triggering event took place on December 31, 2025, and a fair market value of our common stock on December 31, 2025 of $5.83 per share (determined based on the closing trading price of a share of our common stock on December 31, 2025). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date. Dr. Conner is excluded from the following table since he did not receive any payments or benefits upon his separation on December 31, 2025 For Mr. Renz and Ms. Grammer, the “Voluntary Resignation” column reflects the actual and estimated payments and benefits as described in their transition and separation agreements above upon their separations on November 13, 2025 and December 31, 2025, respectively.

  85. Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment | Covered Termination Unrelated to a Change in Control | Covered Termination in Connection with a Change in Control | Voluntary Resignation | | Michael Raab | Cash Severance Benefits | | | | | | Base Salary | $1,195,500 | $1,594,000 | — | | | Target Bonus | — | $1,195,500 | — | | | Equity Awards | | | | | | RSUs(1) | $2,649,478 | $3,411,168 | — | | | Options(2) | $1,216,677 | $1,286,172 | — | | | Healthcare Benefits(3) | $34,907 | $46,543 | — | | | Total | $5,096,563 | $7,533,383 | — | | Susan Hohenleitner | Cash Severance Benefits | | | | | | Base Salary | $550,000 | $825,000 | — | | | Target Bonus | — | $371,250 | — | | | Equity Awards | | | | | | RSUs(1) | — | $856,404 | — | | | Options(2) | — | $474,045 | — | | | Healthcare Benefits(3) | $37,111 | $55,667 | — | | | Total | $587,111 | $2,582,366 | — | | John Bishop, Ph.D. | Cash Severance Benefits | | | | | | Base Salary | $480,000 | $720,000 | — | | | Target Bonus | — | $324,000 | — | | | Equity Awards | — | | | | | RSUs(1) | — | $1,270,940 | — | | | Options(2) | — | $398,940 | — | | | Healthcare Benefits(3) | $26,179 | $39,268 | — | | | Total | $506,179 | $2,753,148 | — | | Elizabeth Grammer, Esq.(4) | Cash Severance Benefits | | | | | | Base Salary(5) | — | — | $724,798 | | | Target Bonus(6) | — | — | $290,622 | | | Equity Awards | | | | | | RSUs(2) | — | — | $884,487 | | | Options(2) | — | — | $379,191 | | | Healthcare Benefits(3) | — | — | $52,357 | | | Total | — | — | $2,331,456 | | Justin Renz | Cash Severance Benefits | | | | | | Base Salary(7) | — | — | $605,756 | | | Target Bonus(9) | — | — | $250,425 | | | Equity Awards | | | | | | RSUs(8) | — | — | $474,720 | | | Options(8) | — | — | $760,246 | | | Healthcare Benefits(9) | — | — | $37,111 | | | Total | — | — | $2,128,258 |

  86. Potential Payments Upon Termination or Change in Control

    | (1) The value of accelerated vesting for RSUs was based on $5.83 per share, which was the closing trading price of our common stock on December 31, 2025. |

  87. Potential Payments Upon Termination or Change in Control

    | (2) The value of accelerated vesting for stock options was calculated by subtracting the exercise prices of options from $5.83 per share, which was the closing trading price of our common stock on December 31, 2025. Options with exercise prices in excess of $5.83 per share were excluded. |

  88. Potential Payments Upon Termination or Change in Control

    | (3) Represents the estimated value of the COBRA premium that would otherwise be payable by the NEO and any eligible dependents, based on the monthly cost of such benefits to the Company as of December 31, 2025, multiplied by the applicable number of months in accordance with terms of the agreements discussed above. |

  89. Potential Payments Upon Termination or Change in Control

    | (4) Under the terms of Ms. Grammer’s transition and separation agreement, Ms. Grammer is entitled to receive liquidated damages set forth in Section 8 if the Company terminates her transition and separation agreement prior to the second anniversary of the Transition Date, as defined in her agreement, which includes remaining contractual payments due thereunder through the second anniversary of the Transition Date, including the acceleration of the vesting of equity awards that would have vested as of the second anniversary of the Transition Date as well as retainer payments at a rate defined in this section of the transition and separation agreement. The estimation for the liquidated damages is based on the assumption that the Company terminates this agreement on December 31, 2025. |

  90. Potential Payments Upon Termination or Change in Control

    | (5) The amount reported includes (i) $527,126 of Ms. Grammer’s 2025 annual base salary, and (ii) $197,672 in consulting retainer payments calculated using a retainer rate of half of Ms. Grammer’s 2025 base salary multiplied by nine months. |

  91. Potential Payments Upon Termination or Change in Control

    | (6) The amount reported includes (i) $246,695 of the total actual 2025 bonus paid to Ms. Grammer in February 2026, and (ii) $43,297 bonus in the amount of one month of her 2025 base salary in exchange for the release of claims at the end of her Employment Period under the terms of Ms. Grammer’s transition and separation agreement. |

  92. Potential Payments Upon Termination or Change in Control

    | (7) The amount reported includes (i) $70,661 of total continued salary payments paid to Mr. Renz upon his separation, November 13, 2025, through December 31, 2025, and (ii) $535,095 of total severance payments with the first payment commencing in January 2026. |

  93. Potential Payments Upon Termination or Change in Control

    | (8) Represents the incremental fair value of the regrants calculated in accordance with ASC 718 in connection with (i) Mr. Renz’s change in control and severance agreement, which provided for a 12-month accelerated vesting for a portion of the shares subject to the originally granted awards on his separation date, November 13, 2025, through November 13, 2026; and (ii) Mr. Renz’s transition and separation agreement, which provided for an accelerated vesting for a portion of the shares subject to the originally granted awards on November 13, 2026, through December 31, 2026, and an extended post-separation period to exercise the vested stock options from three months to 12 months All regranted stock options and RSU awards vested on November 13, 2025. |

  94. Potential Payments Upon Termination or Change in Control

    | (9) Mr. Renz is eligible to receive (i) a 2025 bonus payout not subject to proration, which was paid in February 2026, and (ii) a 12-month value of COBRA premiums that would otherwise be payable by him and any eligible dependents with benefits which commenced in January 2026. |

  95. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and CEO, Mr. Raab. The CEO pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In complying with the CEO pay ratio disclosure requirements, companies are permitted to use a variety of assumptions and methodologies. As a result, the CEO pay ratio reported by other companies may not be comparable with the ratio reported below since all results are impacted by the nature of each company’s compensation reward structure and employee demographics and the chosen assumptions and methodologies permitted under the SEC rules.

  96. Pay Versus Performance

    Pay Versus Performance

  97. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation provided to our NEOs and certain measures of Company performance in the years ended December 31, 2025, 2024, 2023, 2022 and 2021, for services to our Company in all capacities. The compensation and leadership development committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  98. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”) ($)(2) | Peer Group TSR ($)(3) | Net Loss ($ in millions) | Total Revenue ($ in millions)(4) | | 2025 | 7,796,171 | 8,322,670 | 3,085,821 | 2,048,110 | 90 | 81 | (62) | 407 | | 2024 | 9,606,165 | 4,749,620 | 2,941,814 | 1,676,438 | 78 | 81 | (39) | 334 | | 2023 | 4,113,194 | 10,055,709 | 1,626,676 | 3,344,278 | 96 | 80 | (66) | 124 | | 2022 | 1,947,020 | 4,047,941 | 1,049,800 | 1,913,762 | 44 | 78 | (67) | 52 | | 2021 | 4,230,994 | 39,202 | 1,700,013 | 584,783 | 17 | 71 | (158) | 10 |

  99. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid (“CAP”) to our CEO, Michael Raab, who was our Principal Executive Officer or “PEO” for each of the five years shown, and the average CAP to our remaining NEOs or “Non-PEO NEOs” for the relevant fiscal year, as determined under SEC rules, which includes Susan Hohenleitner, John Bishop, Ph.D., Elizabeth Grammer, Esq., Edward Conner, M.D., and Justin Renz for 2025; Justin Renz, Elizabeth Grammer, Esq., Laura Williams, M.D., M.P.H., and Michael Kelliher for 2024; Laura Williams, M.D., M.P.H. and Elizabeth Grammer, Esq. for 2023; Laura Williams, M.D., M.P.H. and Susan Rodriguez for 2022; and Justin Renz, Robert Blanks, Elizabeth Grammer, Esq. and David Rosenbaum, Ph.D. for 2021. |

  100. Pay Versus Performance Table

    Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows:

  101. Pay Versus Performance Table

    | Fiscal Year (“FY”) | 2025 | | | | PEO ($) | Average non- PEO NEOs ($) | | 2025 Summary Compensation Table Total | 7,796,171 | 3,085,821 | | Deduction for ASC 718 Fair Value as of Grant Date Reported under the Option Awards Columns in the Summary Compensation Table | (6,367,672) | (2,556,305) | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Remain Unvested as of FY End (“FYE”) | 5,060,845 | 1,334,577 | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Vested during the FY as of Vesting Date | 1,287,226 | 106,325 | | Increase based on ASC 718 Fair Value of Outstanding Unvested Prior FY Awards as of FYE Compared to Valuation as of Prior FYE | 144,661 | 8,435 | | Increase based on ASC 718 Fair Value of Prior FY Awards that Vested during the FY as of Vesting Date Compared to Valuation as of Prior FYE | 401,439 | 28,389 | | Deduction for Fair Value as of Prior FYE of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during the FY | — | (206,125) | | Incremental Fair Value of Option Awards and Stock Awards that were Modified during the FY | — | 246,993 | | Total Adjustments | 526,500 | (1,037,711) | | Compensation Actually Paid | 8,322,670 | 2,048,110 |

  102. Pay Versus Performance Table

    | (2) 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 our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. No dividends were paid on our common stock in any of the years presented. |

  103. Pay Versus Performance Table

    | (3) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. For all years presented, the peer group used is the same peer group disclosed for the purposes of setting our 2025 executive compensation, as discussed under the “Use of Market Data” caption of the “Compensation Discussion and Analysis” section above. In our proxy statement for the fiscal year 2024, the peer group used was the same peer group disclosed under the “Use of Market Data” of the “Compensation Discussion and Analysis” section of this proxy. Had the fiscal year 2024 peer group been used instead, Peer Group TSR would have resulted in the following: 2025: $108, 2024: $105, 2023: $101, 2022: $103, 2021: $92. |

  104. Pay Versus Performance Table

    | (4) We have selected total revenue as the most important financial measure used by us to link compensation actually paid for 2025 to our performance since it is the financial measure with the largest impact on the cash bonuses we pay our NEOs. |

  105. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  106. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our directors and executive officers (including our named executive officers) have substantial interests in the matters set forth in the Equity Plan Amendment Proposal since equity awards may be granted to them in the future under the Restated Plan (as amended by the Equity Plan Amendment).