DEF 14A of Fate Therapeutics Inc, Apr 17, 2025

DEF 14A of Fate Therapeutics Inc

Filed Apr 17, 2025 · FY20240001193125-25-084310

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. General

    General Our Board of Directors is currently comprised of ten members. Our certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. This year, the term of the directors in Class III expires. Each of our current Class III directors except for Mr. Timothy P. Coughlin will stand for re-election at the Annual Meeting. Our Board of Directors has nominated Drs. Shefali Agarwal and Bahram Valamehr and Mr. Matthew C. Abernethy to serve as Class III directors at the Annual Meeting. Each of these nominees has indicated his or her willingness to serve, or continue to serve, as applicable, on our Board of Directors, if elected. If each of the Class III director nominees is elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I—Drs. Robert S. Epstein, John D. Mendlein, and Karin Jooss; Class II—Drs. William H. Rastetter, Neelufar Mozaffarian and Yuan Xu, and Mr. Michael Lee; and Class III—Drs. Shefali Agarwal and Bahram Valamehr, and Mr. Matthew C. Abernethy. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the nominees designated below to serve until the 2028 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified Each nominee, with the exception of Mr. Abernethy, is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors. Mr. Timothy P. Coughlin will not stand for re-election as a director at the Annual Meeting. This decision was made in consultation with Mr. Coughlin and was not due to any performance issues or any disagreement relating to our operations, policies, or practices. We would like to thank Mr. Coughlin for his years of service on our Board of Directors. With Mr. Coughlin’s departure, a non-management director recommended the election of Matthew C. Abernethy, and the Nominating and Corporate Governance Committee and the Board of Directors have approved Mr. Abernethy as nominee and are recommending his election at the Annual Meeting. The biographies of our current directors and nominee for director and their ages as of April 1, 2025, are set forth below.

  3. General

    | Name | Age | Position | | Bahram Valamehr, Ph.D., MBA | 48 | President, Chief Executive Officer, and Director | | William H. Rastetter, Ph.D.(1) | 76 | Chairman of the Board of Directors | | John D. Mendlein, Ph.D., J.D. | 65 | Vice Chairman of the Board of Directors | | Timothy P. Coughlin(1)(4) | 58 | Director | | Robert S. Epstein, M.D., M.S.(1)(2)(3) | 69 | Director | | Neelufar Mozaffarian, M.D., Ph.D., FACR(3) | 57 | Director | | Michael Lee | 46 | Director | | Karin Jooss, Ph.D.(2) | 60 | Director | | Dr. Shefali Agarwal(3) | 51 | Director | | Yuan Xu, Ph.D.(2) | 57 | Director | | Matthew C. Abernethy | 45 | Director Nominee |

  4. General

    | (1) Member of the Audit Committee of the Board of Directors (the “Audit Committee”). |

  5. General

    | (2) Member of the Compensation Committee of the Board of Directors (the “Compensation Committee”). |

  6. General

    | (3) Member of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”). |

  7. General

    | (4) Mr. Timothy P. Coughlin is not standing for re-election at our Annual Meeting. |

  8. Nominees for Director

    Nominees for Director Class III: The Board of Directors recommends that you vote FOR the following nominees. The persons listed below are nominated for election to Class III of the Board of Directors to serve a three-year term ending at the 2028 Annual Meeting of Stockholders and until their successors are elected and qualified. Dr. Bahram Valamehr has served as our President, Chief Executive Officer and a director since January 2025. From August 2024 to December 2024, Dr. Valamehr served as our President of Research and Development. Prior to that and from March 2021 to August 2024, Dr. Valamehr served as our Chief Research and Development Officer, overseeing all of our research and development activities. From January 2010 to March 2021, Dr. Valamehr served in roles of increasing responsibility with the Company, most recently from August 2018 to March 2021 as our Chief Development Officer, where he oversaw our early development activities including “off-the-shelf” cell therapy product candidates derived from our induced pluripotent stem cell platform. Prior to that, Dr. Valamehr played key scientific roles at Amgen Inc., the Center for Cell Control, and the Broad Stem Cell Research Center developing novel methods to control pluripotency, to modulate stem cell fate including hematopoiesis and to better understand cellular signaling pathways associated with cancer. Dr. Valamehr received his Ph.D. in molecular and medical pharmacology from the University of California, Los Angeles, his M.B.A. from Pepperdine University, and his B.S. in biochemistry from the University of California, Los Angeles. The Board of Directors has determined that Dr. Valamehr is qualified to serve on our Board of Directors due to his extensive leadership and scientific experience in the biotechnology industry. In addition, Dr. Valamehr’s day-to-day management and intimate knowledge of our business and operations provide our Board of Directors with an in-depth understanding of the Company. Dr. Shefali Agarwal has served as a director since July 2019. Since January 2025, Dr. Agarwal has served as Chief Executive Officer of Sironax, a private biopharmaceutical company with operations in the U.S. and China. Dr. Agarwal previously served on the board of directors of Gritstone Bio, Inc. (“Gritstone”) (formerly Gritstone Oncology, Inc.), a clinical-stage biotechnology company that focused on developing cancer and infectious disease immunotherapies, from June 2021 to December 2024. Dr. Agarwal previously served as the President and Chief Executive Officer of Valerio Therapeutics S.A. (formerly Onxeo S.A.) (“Valerio”), a clinical stage biotechnology company developing drugs targeting DNA Damage Response, from April 2022 to November 2024, and Chair of the board of directors from June 2021 to November 2024. Prior to her appointment as President and Chief Executive Officer of Valerio in April 2022, Dr. Agarwal was the Executive Vice President, Chief Medical and Development Officer of Epizyme, Inc. (“Epizyme”), a clinical-stage company developing novel epigenetic therapies for cancer and other serious diseases, where she led the global clinical development and regulatory strategy for tazemetostat for the treatment of cancer from July 2018 to April 2022, and continues to serve as a senior medical advisor and interim Chief Medical and Development Officer. Prior to joining Epizyme in July 2018, Dr. Agarwal served as Chief Medical Officer at SQZ Biotech Inc. between July 2017 and May 2018, where she built and led the clinical development organization, which included clinical research operations and regulatory functions. Dr. Agarwal has also held senior leadership positions at Curis, Inc. from July 2016 to July 2017, where she oversaw the Phase 2 study of its dual HDAC/PI3K inhibitor in diffuse large B-cell lymphoma, and at Tesaro, Inc. from July 2013 to February 2017, where she served as the clinical lead for the New Drug Application and the European Medicines Agency regulatory submissions and supported the commercial launch of ZEJULA® (niraparib) in ovarian cancer. She has also held positions at Covidien plc (acquired by Medtronic, Inc.), AVEO Oncology and Pfizer, and led clinical research in the Department of Anesthesiology and Critical Care Medicine at Johns Hopkins University. Dr. Agarwal received her master’s degree in public health from Johns Hopkins University, her M.S. in business from the University of Baltimore, and her medical degree (M.B.B.S.) from Karnataka University. The Board of Directors has determined that Dr. Agarwal is qualified to serve on our Board of Directors due to her extensive experience in the biotechnology industry. Matthew C. Abernethy has been Chief Financial Officer of Neurocrine Biosciences, Inc. (“Neurocrine”) (Nasdaq: NBIX), a leading neuroscience-focused biopharmaceutical company, since November 2017. At Neurocrine he is responsible for leading corporate finance activities, commercial supply chain operations, information technology, investor relations, facilities, and European operations. Mr. Abernethy has over 15 years of experience working in biotechnology and medical device companies in roles in both finance and investor relations. He joined Neurocrine from Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a leading global medical technology leader, where he held various positions from February 2009 to November 2017, including most recently as Vice President, Investor Relations, and as Treasurer and Vice President of Finance for the Orthopedics Businesses. He began his career with KPMG LLP and became a certified public accountant (inactive). Mr. Abernethy earned his B.S. in Accounting and Business Administration from Grace College and an MBA from the University of Chicago. The Board of Directors has determined that Mr. Abernethy is qualified to serve on our Board of Directors due to his background in financial and accounting matters for public companies and his extensive experience as a chief financial officer of a public biotechnology company.

  9. Class I: Currently Serving Until the 2026 Annual Meeting

    Class I: Currently Serving Until the 2026 Annual Meeting Robert S. Epstein, M.D., M.S. has served as a director since March 2014. Dr. Epstein is an epidemiologist and strategic consultant to life sciences companies and has served as a member of the board of directors of Veracyte, Inc. (Nasdaq: VCYT), a molecular diagnostic company, since January 2015 and as chairman of the board of directors since May 2023. Dr. Epstein has served as a member of the board of directors of Illumina, Inc. (Nasdaq: ILMN), a life sciences company, since December 2012. Dr. Epstein has served as Chief Executive Officer and President of EpsteinHealth LLC, a privately-held strategic consultancy company servicing private equity, biopharma and diagnostic companies, since June 2013. From August 2010 to April 2012, Dr. Epstein served as President of the Medco-UBC Division and Chief Research and Development Officer of Medco Health Solutions, Inc. (“Medco”), a managed healthcare company. In this role, Dr. Epstein was responsible for all of Medco’s clinical research initiatives, including the Medco Research Consortium and United BioSource Corporation. Dr. Epstein served as Senior Vice President and Chief Medical Officer from 1997 to August 2010 at Medco and was appointed President of the Medco Research Institute in 2009. Before joining the private sector, Dr. Epstein was trained as an epidemiologist and held various positions in public health and academia. He is a past elected President of the International Society of Pharmacoeconomics and Outcomes Research and has served on the board of directors of the Drug Information Association. In 2008, Dr. Epstein was nominated and elected to the Federal CDC EGAPP (Evaluation of Genomic Applications in Practice & Prevention) Stakeholder Committee, and the AHRQ CERT (Centers for Education and Research on Therapeutics) Committee. Dr. Epstein holds a B.S. and an M.D. from the University of Michigan and an M.S. from the University of Maryland. The Board of Directors has determined that Dr. Epstein’s extensive operating, commercial, and senior management experience in the biotechnology industry, as well as his expertise in health economics, qualifies him to serve as a member of our Board of Directors. John D. Mendlein, Ph.D., J.D. has served as our Vice Chairman of the Board of Directors since November 2011 and a director since April 2008, and previously served as the founding Chairman of our Board of Directors and as our Chief Science Officer. Dr. Mendlein has served as an Executive Partner of Flagship Pioneering, an innovation firm, since February 2019. Dr. Mendlein has served as the Chief Executive Officer and a member of the board of directors of Vesalius Therapeutics Inc., a privately-held biotechnology company, since April 2024. Dr. Mendlein previously served on the board of directors of Omega Therapeutics, Inc. (Nasdaq: OMGA), a clinical-stage biotechnology company, from September 2021 to December 2024. Previously, Dr. Mendlein also served as President, Corporate and Product Strategy, of Moderna, Inc. (formerly known as Moderna Therapeutics, Inc.) (“Moderna”), a clinical stage biopharmaceutical company, from January 2018 to February 2019. Dr. Mendlein also served as Chief Executive Officer of aTyr Pharma, Inc. from September 2011 to November 2017, and served as Executive Chairman of its board of directors from July 2010 to December 2015. He also previously held board positions with Axcella Health, Inc., an amino acid biologics company, The BIO (Biotechnology Industry Organization) emerging companies board, Editas Medicine, Inc., a genome editing company, and Moderna. Dr. Mendlein previously served from 2005 to 2008 as the Chief Executive Officer of Adnexus Therapeutics, Inc., a biopharmaceutical company, which was purchased by Bristol-Myers Squibb (“BMY”) in 2008. Dr. Mendlein also served on the board of directors of Monogram Biosciences, Inc., an HIV and oncology diagnostic company that was acquired by Laboratory Corporation of America Holdings in 2009. Before that, he served as Chairman and Chief Executive Officer of Affinium Pharmaceuticals Ltd. (acquired by Debiopharm Group) from 2000 to 2005, and board member, General Counsel and Chief Knowledge Officer at Aurora Bioscience Corporation (acquired by Vertex Pharmaceuticals, Inc.) from August 1996 to September 2001. Dr. Mendlein holds a Ph.D. in physiology and biophysics from the University of California, Los Angeles, a J.D. from the University of California College of the Law, San Francisco and a B.S. in biology from the University of Miami. The Board of Directors has determined that Dr. Mendlein’s extensive business and leadership experience in the biotechnology industry qualifies him to serve as a member of our Board of Directors. Karin Jooss, Ph.D. has served as a director since March 2019. From March 2021 to December 2024, Dr. Jooss served as Executive Vice President and Head of R&D at Gritstone. Dr. Jooss previously served as Executive Vice President of Research and Chief Scientific Officer of Gritstone, from April 2016 to March 2021, and also served on the board of directors at Gritstone from April 2016 to December 2024. Prior to Gritstone, from May 2009 to April 2016, Dr. Jooss served as head of cancer immuno-therapeutics in the vaccine immuno-therapeutics department at Pfizer, Inc. (“Pfizer”), a public pharmaceutical company, where she was also a member of the vaccine immuno-therapeutics leadership team and served as head of the immuno-pharmacology team. Prior to joining Pfizer, Dr. Jooss served as Vice President of research at Cell Genesys, Inc. (“Cell Genesys”), from June 2005 to April 2009, and as Senior Director of Research at Cell Genesys from July 2001 to June 2005. She is on the editorial board of Molecular Therapy and the Journal of Gene Medicine and is a member of the Immunology and Educational Committee of the American Society of Gene & Cell Therapy and the Industry Task Force of the Society for Immunotherapy of Cancer. Dr. Jooss received her diploma in theoretical medicine and a Ph.D. in molecular biology and immunology from the University of Marburg in Germany, and performed postgraduate work in gene therapy and immunology at the University of Pennsylvania. The Board of Directors has determined that Dr. Jooss is qualified to serve on our Board of Directors due to her extensive experience in the biotechnology industry.

  10. Class II: Currently Serving Until the 2027 Annual Meeting

    Class II: Currently Serving Until the 2027 Annual Meeting William H. Rastetter, Ph.D. has served as a director on our Board of Directors since November 2011 and as Chairman of our Board of Directors since December 2011. From February 2012 to October 2012, he also served as our interim Chief Executive Officer. He is a Co-Founder of Receptos, Inc., a biopharmaceutical company that is a wholly-owned subsidiary of Celgene, where he served as a director and Chairman of the board of directors from 2009 to 2015, and was Acting Chief Executive Officer from May 2009 to November 2010. Dr. Rastetter is also Founder and has served as Chairman of the board of directors of San Diego Squared, a non-profit corporation focused on workforce development for students from underserved communities in San Diego County, since July 2020. Dr. Rastetter served as the Chairman of Illumina, Inc. (“Illumina”) from 2005 to 2016, and as a director of Illumina from 1998 to 2016. He was a founding director, interim Chief Executive Officer, and Chairman of Grail, Inc. which was acquired by Illumina in 2021. Dr. Rastetter has served as a member of the board of directors of Neurocrine since February 2010, and as the Chairman of the board of directors since May 2011. Dr. Rastetter has served as a director of Regulus Therapeutics, Inc. (Nasdaq: RGLS) since April 2013, and as a member of the board of directors of Daré Bioscience, Inc. (Nasdaq: DARE), previously known as Cerulean Pharma, Inc., since July 2017, and as its Chairman of the board of directors since July 2019. He has also served as an advisor to Illumina Ventures, a genomics focused venture firm, since April 2016. Dr. Rastetter served as a Partner at the venture capital firm Venrock from 2006 to February 2013. Prior to that, Dr. Rastetter was Executive Chairman of Biogen Idec, from the merger of the two companies (Biogen and Idec Pharmaceuticals) in 2003 through the end of 2005. He joined Idec Pharmaceuticals at its founding in 1986 and served as Chairman and Chief Executive Officer. At Idec Pharmaceuticals he was a co-inventor of rituximab, the first monoclonal antibody approved by the FDA for cancer therapy. Prior to Idec Pharmaceuticals, he was director of Corporate Ventures at Genentech, Inc. (“Genentech”) and also served in a scientific capacity at Genentech. Dr. Rastetter held various faculty positions at the Massachusetts Institute of Technology and Harvard University and was an Alfred P. Sloan Fellow. Dr. Rastetter holds a Ph.D. and M.A. in chemistry from Harvard University and an S.B. in chemistry from the Massachusetts Institute of Technology. The Board of Directors has determined that Dr. Rastetter is qualified to serve on our Board of Directors due to his extensive experience in the biotechnology industry, his broad leadership experience with Idec Pharmaceuticals and on several boards of biotechnology companies, and his experience with financial matters. Michael Lee has served as a director since July 2018. Mr. Lee has served as Co-Founder and Portfolio Manager at Redmile Group, LLC (“Redmile”) since 2007. Prior to Redmile, Mr. Lee worked as a biotechnology investor at Steeple Capital, and as an analyst at Welch Capital Partners and Prudential Equity Group. Mr. Lee has served on the board of directors of IGM Biosciences, Inc. (Nasdaq: IGMS) since July 2019 and Shattuck Labs, Inc. (Nasdaq: STTK) since June 2020. Mr. Lee holds a B.S. in Molecular and Cellular Biology from the University of Arizona. The Board of Directors has determined that Mr. Lee’s extensive business and leadership experience in the biotechnology industry qualifies him to serve as a member of our Board of Directors. Yuan Xu, Ph.D. has served as a director since August 2021. She has served as an independent director on the board of directors of Akero Therapeutics, Inc. (Nasdaq: AKRO) since April 2021, and as an independent director on the board of directors of Xilio Therapeutics, Inc. (Nasdaq: XLO), a biotechnology company, since January 2022. Previously, she served as a board member and Chief Executive Officer of Legend Biotech Co. (Nasdaq: LEGN) from March 2018 to August 2020, playing a leading role in its initial public offering. Dr. Xu’s prior career as a senior executive includes Senior Vice President leading Merck’s Biologics & Vaccines Division from August 2015 to August 2017, as well as leading biopharmaceutical development and manufacturing groups for Gilead, Novartis and GlaxoSmithKline. In her early career, Dr. Xu held various scientific, regulatory and operations roles at Amgen, Chiron and Genentech. Dr. Xu received a B.S. in biochemistry from Nanjing University and a Ph.D. in biochemistry from the University of Maryland, and she completed her postdoctoral training in virology and gene therapy at the University of California, San Diego. The Board of Directors has determined that Dr. Xu is qualified to serve on our Board of Directors due to her long-standing track record of executive and scientific leadership in biopharmaceutical research, development, manufacturing, commercialization and life-cycle management. Neelufar Mozaffarian, M.D., Ph.D., FACR, has served as a director since July 2024. Since November 2024, she has served as Chief Medical Officer of Ouro Medicines, Inc., a privately held biotechnology company, where she is responsible for building and leading the company’s Clinical Development, Clinical Operations, Regulatory and Quality teams to progress immunology assets to Phase 1 studies and beyond. From September 2023 to November 2024, Dr. Mozaffarian served as the Chief Medical Officer of Atomwise Inc., a preclinical pharmaceutical company, where she was responsible for the clinical development of AI/ML-driven assets. From May 2022 to March 2023, Dr. Mozaffarian served as Chief Medical Officer of GentiBio, Inc., where she worked on autologous and allogenic T regulatory cell-based therapies, designed to restore immune homeostasis in patients with inflammatory diseases. From April 2021 to May 2022, Dr. Mozaffarian served as the Vice President, Autoantibody Pathway Area at Janssen Pharmaceuticals / Johnson & Johnson. Prior to Janssen, Dr. Mozaffarian served as Senior Vice President at Ichnos Sciences Inc. from May 2019 to April 2021. Dr. Mozaffarian holds a Ph.D. in microbiology and immunology, an M.D. and an M.S. from the Medical Scientist Training Program at the Albert Einstein College of Medicine, and completed an Internal Medicine residency and Rheumatology research fellowship at the University of Washington in Seattle. The Board of Directors has determined that Dr. Mozaffarian is qualified to serve on our Board of Directors due to her extensive industry experience and leadership in research and development, which spans across multiple autoimmune disease areas and all phases of drug development.

  11. Compensation Committee

    | • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |

  12. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  13. Non-Employee Director Compensation Policy in Effect Through January 15, 2025

    Non-Employee Director Compensation Policy in Effect Through January 15, 2025 Our Board of Directors has a non-employee director compensation policy that is designed to provide a total compensation package which enables us to attract and retain, on a long-term basis, high-caliber non-employee directors. Under this policy, all non-employee directors are paid cash compensation for service on the Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.

  14. Non-Employee Director Compensation Policy in Effect Through January 15, 2025

    | Board of Directors | Annual Retainer | | All non-employee members | $40,000 | | Additional retainer for Chairperson of the Board of Directors | $35,000 |

  15. Non-Employee Director Compensation Policy in Effect Through January 15, 2025

    | | Additional Annual Retainer | | Audit Committee: | | | Chairperson | $15,000 | | Non-Chairperson members | $7,500 | | Compensation Committee: | | | Chairperson | $12,000 | | Non-Chairperson members | $6,000 | | Nominating and Corporate Governance Committee: | | | Chairperson | $10,000 | | Non-Chairperson members | $5,000 | | Science & Technology Committee: | | | Chairperson | $12,000 | | Non-Chairperson members | $6,000 |

  16. Non-Employee Director Compensation Policy in Effect Through January 15, 2025

    In addition, under the policy as in effect through January 15, 2025, each new non-employee director initially appointed or elected to our Board of Directors was eligible to receive an option grant to purchase 80,000 shares of our common stock, subject to vesting in equal monthly installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuing non-employee director was eligible to receive an annual option grant to purchase 40,000 shares of our common stock, subject to vesting in full upon the earlier of the one-year anniversary of grant date or the date of the next annual meeting of stockholders, subject to the director’s continued service on our Board of Directors. All of the foregoing options were to be granted with an exercise price per share equal to the fair market value of a share of our common stock on the date of grant. In the event of a Sale Event (as defined in the 2022 Plan), each outstanding equity retainer award granted pursuant to the Amended Policy (as defined below) will become 100% vested and exercisable. We have agreed to reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board of Directors and committee meetings. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director of Company in a calendar year period cannot exceed $1,500,000 in the first calendar year such individual becomes a non-employee director and $1,000,000 in any other calendar year.

  17. Amended and Restated Non-Employee Director Compensation Policy in Effect Starting January 16, 2025

    Amended and Restated Non-Employee Director Compensation Policy in Effect Starting January 16, 2025 At the recommendation of our Compensation Committee, the Board of Directors adopted the Amended and Restated Non-Employee Director Compensation Policy (the “Amended Policy”) on January 16, 2025. Under the Amended Policy, all non-employee directors are paid cash compensation for service on the Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.

  18. Amended and Restated Non-Employee Director Compensation Policy in Effect Starting January 16, 2025

    | Board of Directors | Annual Retainer | | All non-employee members | $40,000 | | Additional retainer for Chairperson of the Board of Directors | $35,000 |

  19. Amended and Restated Non-Employee Director Compensation Policy in Effect Starting January 16, 2025

    | | Additional Annual Retainer | | Audit Committee: | | | Chairperson | $20,000 | | Non-Chairperson members | $10,000 | | Compensation Committee: | | | Chairperson | $15,000 | | Non-Chairperson members | $7,500 | | Nominating and Corporate Governance Committee: | | | Chairperson | $10,000 | | Non-Chairperson members | $5,000 | | Science & Technology Committee: | | | Chairperson | $12,000 | | Non-Chairperson members | $6,000 |

  20. Amended and Restated Non-Employee Director Compensation Policy in Effect Starting January 16, 2025

    In addition, under the Amended Policy, each new non-employee director initially appointed or elected to our Board of Directors will receive an option grant to purchase 110,000 shares of our common stock, subject to vesting in equal monthly installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuing non-employee director will be eligible to receive an annual option grant to purchase 55,000 shares of our common stock, subject to vesting in full upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders, subject to the director’s continued service on our Board of Directors. All of the foregoing options will be granted with an exercise price per share equal to the fair market value of a share of our common stock on the date of grant. In the event of a Sale Event (as defined in the 2022 Plan), each outstanding equity retainer award granted pursuant to the Amended Policy will become 100% vested and exercisable. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director of Company in a calendar year period cannot exceed $1,500,000 in the first calendar year such individual becomes a non-employee director and $1,000,000 in any other calendar year.

  21. Director Compensation Table—2024

    Director Compensation Table—2024 The following table sets forth information with respect to the compensation earned by our non-employee directors during the fiscal year ended December 31, 2024. J. Scott Wolchko, our former President, Chief Executive Officer and member of the Board of Directors through November 27, 2024, did not receive compensation for service on the Board of Directors, and the compensation paid to Mr. Wolchko as a named executive officer of the Company is set forth under the heading “2024 Executive Summary Compensation Table” below.

  22. Director Compensation Table—2024

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All other Compensation ($) | Total ($) | | Timothy P. Coughlin(2) | 61,000 | 114,923 | — | 175,923 | | Robert S. Epstein, M.D., M.S.(3) | 57,500 | 114,923 | — | 172,423 | | Michael Lee(4) | 46,000 | 114,923 | — | 160,923 | | John D. Mendlein, Ph.D., J.D.(5) | 46,000 | 114,923 | — | 160,923 | | Robert Hershberg, M.D. Ph.D.(6) | 35,027 | — | — | 35,027 | | William H. Rastetter, Ph.D. (Chairman)(7) | 82,500 | 114,923 | — | 197,423 | | Karin Jooss, Ph.D.(8) | 58,000 | 114,923 | — | 172,923 | | Shefali Agarwal(9) | 57,000 | 114,923 | — | 171,923 | | Yuan Xu, Ph.D.(10) | 52,000 | 114,923 | — | 166,923 | | Neelufar Mozaffarian, M.D., Ph.D., FACR(11) | 21,620 | 336,775 | — | 358,395 |

  23. Director Compensation Table—2024

    | (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2024, computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (the “FASB ASC Topic 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed in March 2025. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options. |

  24. Director Compensation Table—2024

    | (2) Mr. Coughlin held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024. |

  25. Director Compensation Table—2024

    | (3) Dr. Epstein held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024. |

  26. Director Compensation Table—2024

    | (4) Mr. Lee held stock options to purchase an aggregate of 152,227 shares of common stock as of December 31, 2024. Mr. Lee is Co-Founder and Portfolio Manager at Redmile Group, LLC and pursuant to the internal policies of Redmile Group, LLC, Mr. Lee holds these stock options as a nominee on behalf, and for the sole benefit, of Redmile Group, LLC and has assigned all economic, pecuniary and voting rights in respect of the stock options to Redmile Group, LLC. |

  27. Director Compensation Table—2024

    | (5) Dr. Mendlein held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024. |

  28. Director Compensation Table—2024

    | (6) Dr. Hershberg held stock options to purchase an aggregate of 96,227 shares of common stock as of December 31, 2024. Dr. Hershberg did not stand for re-election at the 2024 Annual Meeting and departed from the Board of Directors in June 2024. Upon his departure, all outstanding, unvested options were forfeited. |

  29. Director Compensation Table—2024

    | (7) Dr. Rastetter held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024. |

  30. Director Compensation Table—2024

    | (8) Dr. Jooss held stock options to purchase an aggregate of 152,227 shares of common stock as of December 31, 2024. |

  31. Director Compensation Table—2024

    | (9) Dr. Agarwal held stock options to purchase an aggregate of 136,227 shares of common stock as of December 31, 2024. |

  32. Director Compensation Table—2024

    | (10) Dr. Xu held stock options to purchase an aggregate of 99,394 shares of common stock as of December 31, 2024. |

  33. Director Compensation Table—2024

    | (11) Dr. Mozaffarian was appointed to the board on July 29, 2024 and received an initial option grant to purchase 80,000 shares of common stock. Dr. Mozaffarian’s cash fees earned reflect a prorated amount based on her appointment to our board on July 29, 2024. Dr. Mozaffarian held stock options to purchase an aggregate of 80,000 shares of common stock as of December 31, 2024. |

  34. Broad-Based Equity Compensation Program

    Broad-Based Equity Compensation Program Since our inception, we have compensated all eligible employees using a mix of cash and equity. Our broad-based equity program has allowed us to conserve our cash resources while motivating our employees to act in the company’s and our stockholders’ interests. The broad-based nature of our equity compensation program is an important element of our overall employee compensation program and reflects our philosophy that it is important for all of our employees to approach their jobs with a long-term perspective. The 2022 Amended Plan, if approved, will continue to provide opportunities for ownership of shares of our common stock through stock option grants, restricted stock unit grants and other stock-based awards to employees that in each case vest over time or on the basis of the achievement of performance objectives. Our equity compensation program rewards both past and future performance. The number of shares each employee is awarded on an annual basis is based on the employee’s performance rating for the prior year, with higher performance levels rewarded with more shares. We are asking our stockholders to approve the 2022 Amended Plan so that we will have a sufficient reserve of common stock to continue incentivizing, attracting, and retaining talent in a highly competitive market and industry, and to align the interests of our employees with those of our stockholders. If our stockholders do not approve the 2022 Amended Plan, then 7,000,000 additional shares requested will not become available for issuance under the 2022 Plan. The 2022 Plan will otherwise remain in effect in accordance with its terms, and based on historical and current grant practices, we anticipate that we could deplete our share reserve prior to 2026, putting us at a severe competitive disadvantage by severely restricting our ability to offer equity incentives to motivate, attract, and retain our employees. In such event, our Board of Directors will consider whether to adopt alternative arrangements based on its assessment of our needs. We believe that the proposed share pool increase to the 2022 Plan is reasonable, appropriate, and in the best interests of our stockholders. As of March 31, 2025, there were stock options to acquire 13,016,953 shares of common stock outstanding under our equity compensation plans (4,357,036 under our Amended and Restated 2013 Stock Option and Incentive Plan, as amended from time to time (the “2013 Plan”), 8,447,917 under our 2022 Plan and 212,000 under our Amended and Restated Inducement Equity Plan (the “Inducement Plan”)), with a weighted average exercise price of $9.07 ($17.07, $5.08 and $3.40 for stock options granted under our 2013 Plan, 2022 Plan and the Inducement Plan, respectively) and a weighted average remaining term of 6.05 years (2.99, 7.54 and 9.44 years for stock options granted under our 2013 Plan, 2022 Plan and the Inducement Plan, respectively). In addition, as of March 31, 2025, there were 6,318,818 unvested full value awards with time-based vesting (240,219, 5,886,849 and 191,750 under our 2013 Plan, 2022 Plan and the Inducement Plan, respectively) and 916,534 unvested full value awards with performance vesting (716,534 under our 2013 Plan and 200,000 under our 2022 Plan or the Inducement Plan, respectively) outstanding under our equity compensation plans. Other than the foregoing, no awards under our equity compensation plans were outstanding as of March 31, 2025. As of March 31, 2025, there were 7,819,511 shares of common stock available for future grant under our 2022 Plan (which does not reflect the additional 7,000,000 shares reserved under the 2022 Amended Plan, as set forth in this proposal) and 766,088 shares of common stock available for future grant under our Inducement Plan. The shares available for issuance under our 2022 Plan (not reflecting the additional 7,000,000 shares reserved under the 2022 Amended Plan, as set forth in this proposal) and the Inducement Plan, inclusive of outstanding equity awards, represents 19.3% and 1.0% of our shares outstanding, respectively. This “overhang” is reasonable compared to average net and gross overhang of our peers.

  35. Summary of Material Features of the 2022 Amended Plan

    | • | The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights is permitted; |

  36. Summary of Material Features of the 2022 Amended Plan

    | • | Stock options and stock appreciation rights will not be repriced in any manner without prior stockholder approval; |

  37. Summary of Material Features of the 2022 Amended Plan

    | • | Any dividends and dividend equivalent rights payable with respect to any equity award are subject to the same vesting provisions as the underlying award; |

  38. Summary of Material Features of the 2022 Amended Plan

    | • | The term of the 2022 Amended Plan will expire on June 9, 2032 and no incentive stock options may be granted under the 2022 Amended Plan after April 14, 2032. We are not asking our stockholders to extend the term of the 2022 Plan. |

  39. Summary of Material Features of the 2022 Amended Plan

    Based solely on the closing price of our common stock as reported by the Nasdaq Global Market on April 1, 2025 and the maximum number of shares that would have been available for awards as of such date under the 2022 Amended Plan, after taking into account the share increase submitted for stockholder approval in this Proposal 6, the maximum aggregate market value of the common stock that could potentially be issued under the 2022 Amended Plan is $18,620,000. Rationale for Approving the 2022 Amended Plan Equity incentive awards are a key component of our compensation strategy and represent a significant element of the compensation granted to all of our employees. The Compensation Committee and our Board of Directors believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success, especially given our industry and geographic location, and that the 2022 Amended Plan is critical to our ongoing effort to build stockholder value. The proposed increase in shares available for issuance under the Amended 2022 Plan (over the existing share reserve under the 2022 Plan) has been reviewed and approved by our Board of Directors. In the process, the Board of Directors determined that the existing number of shares available for issuance under the 2022 Plan is insufficient to meet our needs over the next year to provide long-term incentive grants to motivate, reward and retain employees, especially key employees, who the Board of Directors believes will be critical for creating stockholder value. The increase will enable us to continue our policy of equity ownership by employees and directors as an incentive to contribute to our continued success. Furthermore, if the 2022 Amended Plan is not approved by stockholders, our ability to attract, motivate and retain highly qualified talent through the issuance of additional equity awards would be materially curtailed and we would be forced to use more of our cash resources for compensation purposes. Based on our 2024 equity granting practices, projections for future equity grants, and expectations around new hires, if our stockholders approve the 2022 Amended Plan, then we expect that we will be able to grant equity awards under the 2022 Amended Plan for approximately the next one to two years, depending on a variety of factors, including the future price of our common stock, our actual hiring activity during the next few years, and the rate of forfeitures of outstanding awards. Without stockholder approval of the 2022 Amended Plan, we would not be able to offer a competitive equity compensation program to attract, retain, and motivate the talented and qualified employees necessary for our continued growth and success, especially in an industry that relies on equity compensation as a key component of overall employee compensation. Hence, the 2022 Amended Plan is critical to our ongoing effort to build stockholder value. We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting only the number of equity incentive awards that it believes are necessary and appropriate to attract, reward and retain our employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. By doing so, we link the interests of those employees with those of our stockholders and motivate our employees to act as owners of the business. Furthermore, we recognize the need to balance shareholder concerns over the potentially dilutive effects of the increased number of shares authorized for issuance under the 2022 Plan with our ability to attract, retain and motivate employees, non-employee directors and consultants, who are critical to driving our business plan and increasing shareholder value. We believe that the dilutive effect of our equity awards has been reasonable compared to our industry peers. Our three-year average net burn rate (grants less cancellations divided by outstanding shares) is 6.32%, compared to a 6.22% median net burn rate for our core peer group for their three most recent fiscal years for which data is publicly available. Although there is an elevated burn rate, we note that such elevated burn rate is due in part to our increased share usage resulting from stock price volatility, our human capital strategy, new hires, increased plan participation and retention efforts. Burn rate The following table sets forth information regarding historical awards granted and earned for the fiscal year 2022 through 2024 period, and the corresponding burn rate, which is defined as the number of shares subject to equity-based awards granted in a year divided by the weighted average number of shares of common stock outstanding for that year, for each of the last three fiscal years:

  40. Summary of Material Features of the 2022 Amended Plan

    | Share element | 2024 | 2023 | 2022 | | Stock Options Granted | 4,210,625 | 5,875,000 | 848,457 | | Full-Value Awards Granted | 4,451,874 | 1,161,540 | 3,211,208 | | Weighted average common shares outstanding during the fiscal year | 113,685,177 | 98,411,162 | 96,826,058 | | Annual Burn Rate | 7.62% | 7.15% | 4.19% | | Three-Year Average Burn Rate(1) | 6.32% | | |

  41. Summary of Material Features of the 2022 Amended Plan

    Our Compensation Committee determined the size of the reserved pool under the 2022 Amended Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of increase that our institutional investors and the firms that advise them would likely find acceptable. We anticipate that if our request to increase the share reserve is approved by our stockholders, it will provide us with enough shares for equity awards for one to two years, with such timing dependent on a variety of factors, including the future price of our common stock, our hiring activity during the next few years and the rate of forfeitures of outstanding awards. These factors may require us to reevaluate our current equity grant practices which could then cause the reserved pool under the 2022 Amended Plan to be depleted at a more rapid pace. The Compensation Committee believes that a request covering the next one to two years is reasonable and allows the Board of Directors to better tie our long-term compensation strategy to our long-term business growth strategy.

  42. Summary of the 2022 Amended Plan

    Summary of the 2022 Amended Plan The following description of certain features of the 2022 Amended Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2022 Amended Plan, which is attached hereto as Annex B. Administration. The 2022 Amended Plan will be administered by either the Board of Directors or the Compensation Committee (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to modify or accelerate any award, and to determine the specific terms and conditions of each award, subject to the provisions of the 2022 Amended Plan. The Administrator may delegate to a committee consisting of one or more officers of the Company, including our Chief Executive Officer, the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act are not members of the delegated committee, subject to certain limitations and guidelines. Eligibility; 2022 Amended Plan Limits. All full-time and part-time officers, employees, non-employee directors and consultants of the Company and its affiliates are eligible to participate in the 2022 Amended Plan, subject to the discretion of the Administrator. As of April 1, 2025, approximately 190 individuals would have been eligible to participate in the 2022 Amended Plan had it been effective on such date, which includes two executive officers, 176 employees who are not executive officers, nine non-employee directors and three consultants. There are certain limits on the number of awards that may be granted under the 2022 Amended Plan. For example, no more than 24,500,000 shares of common stock may be granted in the form of incentive stock options. Director Compensation Limit. The 2022 Amended Plan provides that the value of all awards awarded under the 2022 Amended Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $1,000,000; provided, however, that such amount shall be $1,500,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board of Directors. Stock Options. The 2022 Amended Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2022 Amended Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Administrator. Except in the case of options (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price of an option may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be determined by reference to the last reported sale price of the shares of common stock on the Nasdaq Global Market (or such other market on which our common stock is then principally listed). The exercise price of an option may not be reduced after the date of the option grant without stockholder approval, other than to appropriately reflect changes in our capital structure. The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. In general, unless otherwise permitted by the Administrator, no option granted under the 2022 Amended Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity. Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price. To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year. Stock Appreciation Rights. The Administrator may award stock appreciation rights subject to such conditions and restrictions as the Administrator may determine. Stock appreciation rights entitle the recipient to shares of common stock or cash equal to the value of the appreciation in the stock price over the exercise price. Except in the case of stock appreciation rights (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price may not be less than the fair market value of the common stock on the date of grant. The term of a stock appreciation right may not exceed ten years. Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting shall not be paid unless and until such vesting conditions are attained). Restricted Stock Units. The Administrator may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock or cash subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Administrator and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.

  43. Summary of the 2022 Amended Plan

    Unrestricted Stock Awards. The Administrator may also grant shares of common stock that are free from any restrictions under the 2022 Amended Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant. Cash-Based Awards. The Administrator may grant cash bonuses under the 2022 Amended Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals. Dividend Equivalent Rights. The Administrator may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights granted as a component of another award (other than a stock option or stock appreciation right) may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award. Change of Control Provisions. In the event of a “sale event,” as defined in the 2022 Amended Plan, awards under the 2022 Amended Plan may be assumed, continued or substituted. In the event that awards are not assumed, continued or substituted, the 2022 Amended Plan and all outstanding awards thereunder will terminate. In such case of termination, except as otherwise provided in the applicable award agreement, upon the effective time of the sale event, all awards with time-based conditions or restrictions will become vested and exercisable or non-forfeitable, and all awards with conditions and restrictions relating to the attainment of performance goals will be deemed vested and non-forfeitable in connection with a sale event and the target level of performance for each performance goal for the entire performance period will be deemed achieved. In addition, the Company may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights (provided that, in the case of an option or stock appreciation right with an exercise price equal to or greater than the per share cash consideration, such option or stock appreciation right shall be cancelled for no consideration). The Company shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity. Adjustments for Changes in Stock. The 2022 Amended Plan requires the Administrator to make appropriate and proportionate adjustments to the number of shares of common stock that are subject to the 2022 Amended Plan, to certain limits in the 2022 Amended Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events. Tax Withholding. Participants in the 2022 Amended Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The Administrator may require that tax withholding obligations be satisfied by withholding shares of common stock to be issued pursuant to exercise or vesting. The Administrator may also require our tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to us in an amount that would satisfy the withholding amount due. The Company has no duty or obligation to advise any participant as to the time or manner of exercising an award or to minimize the potential tax consequences of an award. Amendments and Termination. Our Board of Directors may at any time amend or discontinue the 2022 Amended Plan and the Board of Directors and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. Without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding stock options or stock appreciation rights, effect repricing through cancellation and re-grants or cancellation of stock options or stock appreciation rights in exchange for cash or other awards or effect cash buyouts of underwater stock options or stock appreciation rights. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the 2022 Amended Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Administrator to be required by the Code to preserve the qualified status of incentive options. Effective Date of Plan. The 2022 Plan was initially approved by our Board of Directors on April 14, 2022 and by our stockholders on June 9, 2022 and was subsequently amended and restated on June 7, 2024. Awards of incentive options may be granted under the 2022 Plan until April 14, 2032. No other awards may be granted under the 2022 Amended Plan after June 9, 2032. The 2022 Amended Plan was approved by our Board of Directors on March 27, 2025.

  44. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth information regarding outstanding shares reserved for future issuance under the Company’s equity compensation plans as of December 31, 2024.

  45. Equity Compensation Plan Information

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c) | | Equity compensation plans approved by security holders (2) | 16,679,438 | $11.04(1) | 11,656,109 | | Equity compensation plans not approved by security holders (3) | 257,300 | $5.22 | 920,688 | | Total | 16,936,738 | $10.99 | 12,576,797 |

  46. Equity Compensation Plan Information

    | (1) Reflects the weighted-average exercise price of 10,722,674 shares subject to stock options outstanding as of December 31, 2024 under the 2013 Plan and 2022 Plan. RSUs do not have exercise prices and, therefore, the weighted average exercise price did not take these awards into account. |

  47. Equity Compensation Plan Information

    | (2) Includes the 2013 Plan and 2022 Plan. No awards are granted under the 2013 Plan. |

  48. Equity Compensation Plan Information

    | (3) Represents 257,300 shares subject to outstanding options granted as of December 31, 2024 pursuant to the Inducement Plan and 920,688 shares remaining available for future issuance pursuant to the Inducement Plan. For more information regarding the Inducement Plan, see Note 9 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024. |

  49. 2024 Executive Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | J. Scott Wolchko | 2024 | 675,000 | 405,000(5) | 34,261 | 3,056,208 | — | 4,600 | 4,175,069 | | President, Chief Executive Officer, Chief Financial Officer and Director(4) | 2023 | 645,000 | — | — | 2,602,350 | 270,900 | 4,500 | 3,522,750 | | Bahram Valamehr, Ph.D. | 2024 | 525,000 | 147,000(5) | 541,000 | 2,367,000 | — | 4,600 | 3,584,600 | | Chief Research and Development Officer | 2023 | 500,000 | — | — | 2,342,115 | 140,000 | 4,500 | 2,986,615 | | Cindy R. Tahl, J.D. | 2024 | 500,000 | 140,000(5) | 541,000 | 2,235,500 | — | 4,600 | 3,421,100 | | Chief Legal & Compliance Officer and Corporate Secretary | 2023 | 475,000 | — | — | 2,211,998 | 133,000 | 4,500 | 2,824,498 |

  50. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2024 held by our NEOs. The equity awards are subject to certain acceleration of vesting provisions as described in the “Employment, Severance and Change in Control Arrangements with our Named Executive Officers” section above.

  51. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (1) | | J. Scott Wolchko | | | | | | | | | | | | 1/4/2017 | 50,000(2) | — | 2.73 | 12/31/2026 | | | | | | | 1/16/2018 | 348,000(2) | — | 6.55 | 12/31/2026 | | | | | | | 7/18/2018 | 152,000(2) | — | 11.03 | 12/31/2026 | | | | | | | 1/7/2019 | 500,000(2) | — | 16.55 | 12/31/2026 | | | | | | | 1/8/2020 | 219,000(2) | — | 21.99 | 12/31/2026 | | | | | | | 1/20/2021 | | | | | 10,808(3) | 17,833 | | | | | 2/6/2023 | 319,442 | 180,558(4) | 6.77 | 12/31/2026 | | | | | | | 2/1/2024 | 152,774 | 347,226(5) | 6.76 | 12/31/2026 | | | | | | Bahram Valamehr, Ph.D. | | | | | | | | | | | | 1/5/2015 | 8,704(2) | — | 4.84 | 1/5/2025 | | | | | | | 1/4/2017 | 13,156(2) | — | 2.73 | 1/3/2027 | | | | | | | 1/16/2018 | 214,800(2) | — | 6.55 | 1/15/2028 | | | | | | | 7/18/2018 | 150,000(2) | — | 11.03 | 7/18/2028 | | | | | | | 1/7/2019 | 135,000(2) | — | 16.55 | 1/6/2029 | | | | | | | 1/8/2020 | 90,000(2) | — | 21.99 | 1/8/2030 | | | | | | | 1/20/2021 | 6,708 | 143(6) | 109.01 | 1/20/2031 | | | | | | | 1/20/2021 | | | | | 4,504(3) | 7,432 | | | | | 11/19/2021 | | | | | | | 60,958(7) | 100,581 | | | 1/25/2022 | 38,680 | 14,378(8) | 39.87 | 1/24/2032 | | | | | | | 1/25/2022 | | | | | 16,651(9) | 27,474 | | | | | 2/6/2023 | 287,499 | 162,501(4) | 6.77 | 2/5/2033 | | | | | | | 2/1/2024 | 137,499 | 312,501(5) | 6.76 | 1/31/2034 | | | | | | | 7/29/2024 | | | | | 100,000(10) | 165,000 | 100,000(11) | 165,000 | | Cindy R. Tahl, J.D. | | | | | | | | | | | | 1/5/2015 | 8,195(2) | — | 4.84 | 1/5/2025 | | | | | | | 10/15/2015 | 22,315(2) | — | 4.89 | 10/15/2025 | | | | | | | 1/4/2017 | 25,000(2) | — | 2.73 | 1/3/2027 | | | | | | | 1/16/2018 | 54,210(2) | — | 6.55 | 1/15/2028 | | | | | | | 1/7/2019 | 135,000(2) | — | 16.55 | 1/7/2029 | | | | | | | 1/8/2020 | 90,000(2) | — | 21.99 | 1/8/2030 | | | | | | | 1/20/2021 | 6,708 | 143(6) | 109.01 | 1/20/2031 | | | | | | | 1/20/2021 | | | | | 4,504(3) | 7,432 | | | | | 11/19/2021 | | | | | | | 60,958(7) | 100,581 | | | 1/25/2022 | 38,680 | 14,378(8) | 39.87 | 1/24/2032 | | | | | | | 1/25/2022 | | | | | 16,651(9) | 27,474 | | | | | 2/6/2023 | 271,522 | 153,478(4) | 6.77 | 2/5/2033 | | | | | | | 2/1/2024 | 129,855 | 295,145(5) | 6.76 | 1/31/2034 | | | | | | | 7/29/2024 | | | | | 100,000(10) | 165,000 | 100,000(11) | 165,000 |

  52. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) This amount reflects the closing market price of a share of our common stock of $1.65 as of December 31, 2024, the last trading day in 2024, multiplied by the amount shown in the column “Stock Awards-Number |

  53. Outstanding Equity Awards at Fiscal 2024 Year-End

    | of Shares or Units of Stock that have not Vested” or “Stock Awards- Equity Incentive Plan Awards-Number of Unearned Shares, Units or Other Rights that have not Vested” as applicable. |

  54. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (2) All shares subject to such option are fully vested as of December 31, 2024. The options were issued pursuant to the 2013 Plan. |

  55. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (3) The RSUs fully vested as of January 8, 2025. The RSUs were issued pursuant to the 2013 Plan. |

  56. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (4) The shares underlying the options vest in equal monthly installments over three years beginning on February 1, 2023 through January 1, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The options were issued pursuant to the 2022 Plan. |

  57. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (5) The shares underlying the options vest in equal monthly installments over three years beginning on January 1, 2024 through January 1, 2027, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The options were issued pursuant to the 2022 Plan. |

  58. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (6) The shares underlying fully vested as of January 1, 2025. The options were issued pursuant to the 2013 Plan. |

  59. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (7) The PRSUs will vest in three approximately equal installments conditioned upon the achievement of up to three specified late-stage clinical and regulatory milestones of the Company upon achievement of certain clinical performance milestones on or before December 31, 2026, and is subject to the NEO’s continued employment or services, as applicable, through each vesting date. The PRSUs were issued pursuant to the 2013 Plan. |

  60. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (8) The shares underlying the options vest in equal monthly installments over four years beginning on February 1, 2022 through January 1, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The options were issued pursuant to the 2013 Plan. |

  61. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (9) The RSUs will vest in equal annual installments on each of January 8, 2023, January 8, 2024, January 8, 2025, and January 8, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The RSUs were issued pursuant to the 2013 Plan. |

  62. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (10) The RSUs will vest on a graded vesting schedule. 25% of the RSUs will vest on August 1, 2025 and 75% of the RSUs will vest on August 1, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The RSUs were issued pursuant to the 2022 Plan. |

  63. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (11) The PRSUs will vest conditioned upon the achievement of specified clinical and regulatory milestones of the Company on or before July 29, 2028. Half of the PRSUs will vest one year after the achievement of two of three of the milestones, and the remaining 50,000 of the PRSUs will vest on the date one year after the achievement of all three of the milestones, in each case, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The PRSUs were issued pursuant to the 2022 Plan. |

  64. Pay versus Performance

    Pay versus Performance

  65. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($) | Value of Initial Fixed $100 Investment Based On: | Net Income(6) (in thousands) ($) | | | | | | | Total Shareholder Return(5) ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2024 | 4,175,069 | 1,594,718 | 3,502,850 | 1,265,833 | 2.82 | (186,262) | | 2023 | 3,522,750 | (360,474) | 2,878,537 | 617,776 | 6.39 | (160,928) | | 2022 | 8,145,000 | (12,366,963) | 3,179,591 | (3,125,934) | 17.24 | (281,721) |

  66. Pay versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for J. Scott Wolchko for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2024 Executive Summary Compensation Table”. |

  67. Pay versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Wolchko, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wolchko during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Wolchko’s total compensation for each year to determine the compensation actually paid: |

  68. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 4,175,069 | (3,090,469) | 510,118 | 1,594,718 | | 2023 | 3,522,750 | (2,602,350) | (1,280,874) | (360,474) | | 2022 | 8,145,000 | (7,500,000) | (13,011,963) | (12,366,963) |

  69. Pay versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. |

  70. Pay versus Performance

    | (b) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  71. Pay versus Performance

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments | | 2024 | 392,188 | (368,844) | 450,541 | 36,233 | — | — | 510,118 | | 2023 | 1,048,478 | (1,798,128) | 489,062 | (1,020,286) | — | — | (1,280,874) | | 2022 | 1,457,114 | (9,384,451) | 1,093,557 | (6,178,183) | — | — | (13,011,963) |

  72. Pay versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Wolchko) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive |

  73. Pay versus Performance

    | officers (excluding Mr. Wolchko) included for purposes of calculating the average amounts in each applicable year are as follows: |

  74. Pay versus Performance

    | Year | Non-PEO NEOs | | 2024 | Bahram Valamehr, Cindy Tahl | | 2023 | Edward Dulac, Bahram Valamehr, Cindy Tahl | | 2022 | Edward Dulac, Bahram Valamehr, Cindy Tahl, Yu-Waye Chu, Mark Plavsic |

  75. Pay versus Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Wolchko), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Wolchko) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Wolchko) for each year to determine the compensation actually paid: |

  76. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to Non- PEO NEOs ($) | | 2024 | 3,502,850 | (2,842,250) | 605,233 | 1,265,833 | | 2023 | 2,878,537 | (2,255,370) | (5,391) | 617,776 | | 2022 | 3,179,591 | (2,702,751) | (3,602,774) | (3,125,934) |

  77. Pay versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. |

  78. Pay versus Performance

    | (b) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  79. Pay versus Performance

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments | | 2024 | 687,463 | (498,975) | 394,226 | 22,519 | — | — | 605,233 | | 2023 | 908,685 | (1,043,584) | 423,854 | (294,346) | — | — | (5,391) | | 2022 | 603,183 | (2,864,205) | 200,428 | (1,542,179) | — | — | (3,602,774) |

  80. Pay versus Performance

    | (5) The calculation of Cumulative TSR assumes that $100 was invested in our common stock as of the market close on December 31, 2021. |

  81. Pay versus Performance

    | (6) The dollar amounts reported represent the amount of net income (loss) reflected i n our consolidated audited financial statements for the applicable year. |

  82. Pay versus Performance

    Description of Relationship Between PEO and NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.