DEF 14A of Corbus Pharmaceuticals Holdings, Inc., Apr 2, 2026

DEF 14A of Corbus Pharmaceuticals Holdings, Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140363

Open on EDGAR

  1. Nominees for Election Until the Next Annual Meeting

    Nominees for Election Until the Next Annual Meeting The following table sets forth the name, age, position and tenure of each of our directors who are up for re-election at the Annual Meeting:

  2. Nominees for Election Until the Next Annual Meeting

    | Name | Age | Position(s) | Served as an Officer or Director Since | | Yuval Cohen, Ph.D. | 51 | Chief Executive Officer and Director | 2014 | | Rachelle Jacques | 54 | Director (Chair of the Board) | 2019 | | John Jenkins | 68 | Director | 2018 | | Anne Altmeyer | 61 | Director | 2022 | | Yong Ben | 52 | Director | 2023 | | Winston Kung | 50 | Director | 2024 |

  3. Nominees for Election Until the Next Annual Meeting

    There are no family relationships between any of our directors or executive officers. The following includes a brief biography of each of the nominees standing for election to the Board of Directors at the Annual Meeting, based on information furnished to us by each director nominee, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable nominee should serve as a member of our Board of Directors.

  4. Directors

    Directors

  5. Yuval Cohen, Ph.D., Chief Executive Officer and Director

    Yuval Cohen, Ph.D., Chief Executive Officer and Director Dr. Cohen has served as our Chief Executive Officer and as a director since April 11, 2014. Prior to joining Corbus Pharmaceuticals, Inc., he was the President and co-founder of Celsus Therapeutics PLC (“Celsus”). Dr. Cohen holds a BSc (Hons) in microbiology and biochemistry from University of Cape Town, South Africa, and has a Ph.D., summa cum laude, from the Curie Institute of Cancer Research in Paris and the University of Paris V. Dr. Cohen was selected as a director because of his business and leadership experience in the biopharmaceutical sector, as well as a result of his experience serving as our Chief Executive Officer since our inception.

  6. Rachelle S. Jacques, Chair of the Board

    Rachelle S. Jacques, Chair of the Board Ms. Jacques has served as a director since April 2019 and chair of our Board since May 2025. Ms. Jacques currently serves as a member of the board of directors of uniQure N.V. (Nasdaq: QURE) since 2021. She currently serves as the Chief Executive Officer of Vasque Bio, a private, pre-clinical stage biopharmaceutical company dedicated to the development of therapeutics to improve patient outcomes in areas of high unmet medical need. Ms. Jacques previously served as the President and Chief Executive Officer of Akari Therapeutics, Plc (Nasdaq: AKTX) a late-stage biopharmaceutical company focused on innovative therapeutics to treat orphan autoimmune and inflammatory diseases where complement (C5) and/or leukotriene systems (LBT4) are implicated, and on its board of directors from March 2022 to May 2024. Ms. Jacques served as the Chief Executive Officer of Enzyvant Therapeutics, Inc., a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd. (TSE: 4506), focused on developing therapies for patients with rare diseases, from February 2019 to March 2022. Beginning in 2017, she served as the Senior Vice President and Global Complement Franchise Head at Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN), where she was responsible for commercialization strategy and execution. From 2016 to 2017, Ms. Jacques was Vice President of U.S. Hematology Marketing at Shire plc, which acquired Baxalta Inc. (“Baxalta”) in 2016. Prior to this role, from 2015 to 2016, Ms. Jacques served as Vice President of Business Operations at Baxalta after its spinoff from Baxter International Inc. (NYSE: BAX) in 2015. From 2013 to 2015, Ms. Jacques served in leadership positions, including Vice President of Finance, US BioScience Business, at Baxter. Prior to joining Baxter, Ms. Jacques served in various roles of increasing responsibility at Dow Corning Corporation, including U.S. and international operational management roles, from 1995 to 2013. Ms. Jacques previously served as a member of the board of directors of Viela Bio, Inc. (Nasdaq: VIE) from April 2020 until it was acquired by Horizon Therapeutics plc in March 2021. Ms. Jacques received her B.A. degree in business administration from Alma College. Ms. Jacques was selected as a director due to her multinational business leadership and commercialization experience, particularly in the biotechnology industry.

  7. John K. Jenkins, M.D., Director

    John K. Jenkins, M.D., Director Dr. Jenkins has served as a director since June 2018. Dr. Jenkins is currently Managing Member of John K. Jenkins Advisors, LLC, an FDA-focused strategic regulatory advisory firm located in Washington, DC. Previously he served as Principal, Drug and Biological Products at Greenleaf Health from 2017 to 2023. In that role, he advised companies developing new drugs and seeking FDA approval. Dr. Jenkins also worked in various positions of increasing responsibility at the FDA from May 1992 until his retirement in January 2017. During his tenure at the FDA, Dr. Jenkins served as Director of the Division of Pulmonary Drug Products from 1995 to 1999, Director of the Office of Drug Evaluation II from 1999 to 2002, and Director of the Office of New Drugs from 2002 to 2017. In his role as Director of the Office of New Drugs, Dr. Jenkins was responsible for oversight of all new drug reviewing divisions for small molecule drugs, therapeutic biologic proteins, and biosimilars. Dr. Jenkins was also a member of the Center for Drug Evaluation and Research Senior Leadership Team and represented the FDA during Congressional testimony on a variety of issues and during negotiations related to the renewal of the Prescription Drug User Fee Act. Prior to joining the FDA, Dr. Jenkins served as an Assistant Professor of Pulmonary and Critical Care Medicine at VCU/MCV, and as a Staff Physician at the Hunter Holmes McGuire VA Medical Center in Richmond, Virginia. Dr. Jenkins is board certified in internal medicine and pulmonary diseases by the American Board of Internal Medicine. He received his medical degree from the University of Tennessee, Memphis and completed his post-graduate medical training in internal medicine, pulmonary diseases, and critical care medicine at Virginia Commonwealth University/Medical College of Virginia in Richmond. Dr. Jenkins was selected as a director due to his medical knowledge and strategic regulatory expertise.

  8. Anne Altmeyer, Ph.D., Director

    Anne Altmeyer, Ph.D., Director Dr. Altmeyer has served as a director since September 20, 2022. Until its acquisition in 2025, Dr. Anne Altmeyer served as President and Chief Executive Officer of TigaTx, Inc., where she led the company’s strategic direction, financing, and ultimate exit. Previously, she served as the Chief Business Officer at Sigilon Therapeutics (acquired by Eli Lilly) and Adicet Bio (Nasdaq: ACET). Dr. Altmeyer brings more than 15 years of experience in global pharmaceutical organizations, holding leadership roles of increasing responsibility in corporate development, oncology business development, and portfolio strategy. She served as Vice President, Global Business Development at Baxalta (acquired by Shire Plc), and as Vice President, Oncology Business Development and Companion Diagnostics at Novartis. She began her industry career in program management roles at Merck & Co., Inc. (NYSE: MRK), building a foundation in cross-functional drug development execution. Dr. Altmeyer holds a Ph.D. from the University Louis Pasteur in Strasbourg, France, and completed postdoctoral fellowships at New York University and Cornell University Medical College in New York City. She also earned an MBA from Rutgers University and a Master of Public Health from Robert Wood Johnson Medical School in New Jersey. Dr. Altmeyer was selected as a director because of her business leadership experience and extensive prior experience in the biopharmaceutical industry.

  9. Yong Ben, M.D., Director

    Yong Ben, M.D., Director Dr. Ben has served as a director since March 1, 2023. Dr. Ben has over 20 years of clinical development expertise including strategic planning, oncology clinical trial design and execution and successful BLA/NDA submissions. Dr. Ben is currently the Chief Medical and Development Officer at BridgeBio Oncology Therapeutics since September 2024. Prior to that, he was a venture partner at Eight Roads Venture (formerly known as Fidelity Ventures) since August 2022. Prior to Eight Roads Venture, Dr. Ben served as Chief Medical Officer for BeiGene, Ltd. (Nasdaq: BGNE), a global biotechnology company specializing in drugs for cancer treatment, from February 2019 to February 2022, and served as a clinical advisor with the company until July 2022. Prior to BeiGene, Dr. Ben served as Chief Medical Officer for BioAtla, Inc. (Nasdaq: BCAB), an immunotherapy company, from May 2017 to February 2019. Prior to BioAtla, Dr. Ben was the Global Clinical Leader, Immuno-Oncology Clinical Development, for AstraZeneca PLC (Nasdaq: AZN) from August 2014 to May 2017. Dr. Ben received his medical degree from Norman Bethune College of Medicine and was a surgical oncologist at Peking Union Medical College Hospital with a post-doctoral fellowship at California Pacific Medical Center. Dr. Ben also received an M.B.A. from the University of California, San Diego. Dr. Ben was selected as a director due to his medical knowledge and extensive business leadership experience in the biopharmaceutical industry.

  10. Winston Kung, Director

    Winston Kung, Director Mr. Kung has served as a director since August 16, 2024. Mr. Kung serves as the Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc. (Nasdaq: AVBP), a clinical-stage biopharmaceutical company dedicated to the identification, development and commercialization of differentiated medicines to address the unmet needs of patients with cancer, since January 2024. Mr. Kung has served as a member of the board of Janux Therapeutics, Inc. (Nasdaq: JANX), a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and Tumor Activated Immunomodulator (TRACIr) platforms, since September 2022 and has served as a member of the audit committee since June 2023. From December 2017 to January 2024, Mr. Kung served as the Chief Operating Officer and Chief Financial Officer of PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a precision oncology company. From April 2013 to November 2017, Mr. Kung held multiple positions at Celgene Corporation, a global biopharmaceutical company (acquired by Bristol-Myers Squibb), including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics (a wholly-owned subsidiary of Celgene Corporation). Prior to Celgene, Mr. Kung worked at Citigroup from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays) from May 2007 to June 2010 in its Global Mergers and Acquisition Group. From August 2004 to May 2007, Mr. Kung worked at Amgen Inc. (Nasdaq: AMGN), as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group. Mr. Kung also worked at Genentech Inc., a biotechnology company (acquired by Roche Holding AG), from November 1999 to September 2002 as part of the Business and Corporate Development group. Mr. Kung received a B.A. in Biology and International Relations from Brown University and a M.B.A. from Harvard Business School. Mr. Kung was selected as a director due to his financial expertise and his extensive background in life science industry business development and the capital markets. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES.

  11. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and the two most highly-compensated executive officers (other than the chief executive officer) who were serving as executive officers as of December 31, 2025 and 2024 for services rendered in all capacities to us for the years ended December 31, 2025 and 2024. These individuals are our named executive officers for 2025.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (2) | Option Awards (2) | Non-equity Incentive Plan Compensation | All Other Compensation (3) | Total | | Yuval Cohen | 2025 | $646,566 | $373,682 | $666,699 | $2,039,294 | $— | $23,884 | $3,750,125 | | Chief Executive Officer | 2024 | $621,883 | $380,868 | $1,700,781 | $1,518,871 | $— | $23,035 | $4,245,438 | | Sean Moran | 2025 | $481,137 | $185,382 | $269,225 | $824,453 | $— | $29,226 | $1,789,423 | | Chief Financial Officer | 2024 | $462,769 | $188,947 | $924,048 | $825,215 | $— | $28,526 | $2,429,505 | | Dominic Smethurst (1) | 2025 | $519,313 | $168,078 | $266,288 | $812,866 | $— | $33,597 | $1,800,142 | | Chief Medical Officer | 2024 | $408,914 | $— | $1,303,500 | $1,165,650 | $— | $14,908 | $2,892,972 |

  13. Summary Compensation Table

    | (1) Dr. Smethurst was appointed Chief Medical Officer on February 27, 2024. All compensation to Dr. Smethurst was paid in Great British Pounds and was converted to US dollars using the average foreign exchange rate for the fiscal years 2025 and 2024 of 1 GBP = $1.3175 and $1.2771, respectively, based on the yearly average currency exchange rates from the IRS website. | | (2) Amounts reflect the grant date fair value of option awards and restricted stock units granted in accordance with Accounting Standards Codification Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 3 to our Consolidated Financial Statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Stock-Based Compensation” included in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that may be received by the named executive officers if the stock options are exercised or restricted stock units vest. | | (3) Includes the following amounts in respect to company matching contributions under our 401(k) plan for Dr. Cohen and Mr. Moran and U.K.-based retirement account for Dr. Smethurst, individual health savings accounts, company-paid premiums for group term life insurance, and company-paid internet allowance. The company-paid life insurance premiums reflect payments for group term life policies maintained for the benefit of all employees. |

  14. Summary Compensation Table

    | Name | Year | Company 401(k) or U.K. Pension Matching Contribution | Company Health Savings Account Matching Contribution | Company-Paid Group Term Life Insurance Premiums | Company-Paid Internet Allowance | Total All Other Compensation | | Yuval Cohen | 2025 | $17,500 | $4,167 | $1,242 | $975 | $23,884 | | | 2024 | $17,250 | $4,000 | $810 | $975 | $23,035 | | Sean Moran | 2025 | $17,500 | $4,167 | $6,584 | $975 | $29,226 | | | 2024 | $17,250 | $4,000 | $6,301 | $975 | $28,526 | | Dominic Smethurst | 2025 | $32,689 | $— | $— | $908 | $33,597 | | | 2024 | $14,688 | $— | $— | $220 | $14,908 |

  15. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes, for each of the named executive officers, the number of shares of common stock underlying unexercised options, stock that has not vested and equity incentive awards held as of December 31, 2025.

  16. Outstanding Equity Awards at Fiscal Year End

    | | Equity Incentive Plan Awards | | | | | | | | | Option Awards | | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options (#) | | Number of Securities Underlying Unexercised Unearned | Option Exercise | Option Expiration | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units or Stock that Have Not Vested ($) (1) | | Name | Exercisable | Unexercisable | Options (#) | Price | Date | | | | Yuval Cohen | 17,667(2) | -(2) | - | $42.00 | 1/7/2026 | | | | | 5,000(3) | -(3) | - | $261.30 | 10/6/2026 | | | | | 12,583(4) | -(4) | - | $271.50 | 3/1/2027 | | | | | 14,583(5) | -(5) | - | $250.50 | 1/4/2028 | | | | | 18,833(6) | -(6) | - | $225.90 | 1/18/2029 | | | | | 21,300(7) | -(7) | - | $135.90 | 3/6/2030 | | | | | 63,766(8) | -(8) | - | $77.40 | 2/2/2031 | | | | | 28,987(9) | 2,070(9) | - | $14.10 | 2/1/2032 | | | | | 2,763(10) | 19,343(10) | - | $4.26 | 2/13/2033 | | | | | 33,892(11) | 40,055(11) | - | $23.00 | 2/12/2034 | 55,461(12) | 451,453 | | | -(13) | 228,800(13) | - | $9.79 | 1/31/2035 | 68,100(14) | 554,334 | | Sean Moran | 2,917(2) | -(2) | - | $42.00 | 1/7/2026 | | | | | 2,500(3) | -(3) | - | $261.30 | 10/6/2026 | | | | | 1,917(4) | -(4) | - | $271.50 | 3/1/2027 | | | | | 2,917(5) | -(5) | - | $250.50 | 1/4/2028 | | | | | 3,250(6) | -(6) | - | $225.90 | 1/18/2029 | | | | | 3,767(7) | -(7) | - | $135.90 | 3/6/2030 | | | | | 20,486(8) | -(8) | - | $77.40 | 2/2/2031 | | | | | 10,469(9) | 748(9) | - | $14.10 | 2/1/2032 | | | | | 1,299(10) | 9,087(10) | - | $4.26 | 2/13/2033 | | | | | 18,414(11) | 21,762(11) | - | $23.00 | 2/12/2034 | 30,132(12) | 245,274 | | | -(13) | 92,500(13) | - | $9.79 | 1/31/2035 | 27,500(14) | 223,850 | | Dominic Smethurst | 22,916(15) | 27,084(15) | - | $26.07 | 2/27/2034 | 37,500(16) | 305,250 | | | -(13) | 91,200(13) | - | $9.79 | 1/31/2035 | 27,200(14) | 221,408 |

  17. Outstanding Equity Awards at Fiscal Year End

    | (1) The market value is calculated by multiplying the number of unvested units by $8.14, the closing price per share of our common stock on December 31, 2025. | | (2) Represents options to purchase shares of our common stock granted on January 7, 2016. 25% of these options vested on January 7, 2017 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on February 7, 2017. | | (3) Represents options to purchase shares of our common stock granted on October 6, 2016. 25% of these options vested on October 6, 2017 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on November 6, 2017. | | (4) Represents options to purchase shares of our common stock granted on March 1, 2017. 25% of these options vested on March 1, 2018 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on April 1, 2018. | | (5) Represents options to purchase shares of our common stock granted on January 4, 2018. 25% of these options vested on January 4, 2019 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on February 4, 2019. |

  18. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents options to purchase shares of our common stock granted on January 18, 2019. 25% of these options vested on January 18, 2020 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on February 18, 2020. | | (7) Represents options to purchase shares of our common stock granted on March 6, 2020. 25% of these options vested on March 6, 2021 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on April 6, 2021. | | (8) Represents options to purchase shares of our common stock granted on February 2, 2021. 25% of these options vested on February 2, 2022 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on March 2, 2022. | | (9) Represents options to purchase shares of our common stock granted on February 1, 2022. 25% of these options vested on February 1, 2023 and the remaining 75% of the option vest in equal monthly installments over a period of 36 months commencing on March 1, 2023. | | (10) Represents options to purchase shares of our common stock granted on February 13, 2023. 25% of these options vested on February 13, 2024 and the remaining 75% of the option vest in equal monthly installments over a period of 36 months commencing on March 13, 2024. | | (11) Represents options to purchase shares of our common stock granted on February 12, 2024. 25% of these options vested on February 12, 2025 and the remaining 75% of the option vest in equal monthly installments over a period of 36 months commencing on March 12, 2025. | | (12) This restricted stock unit award was granted on February 12, 2024 and vests in four years in equal annual installments, subject to continued service through each applicable vesting date. | | (13) Represents options to purchase shares of our common stock granted on January 31, 2025. 25% of these options vested on January 31, 2026 and the remaining 75% of the option vest in equal monthly installments over a period of 36 months commencing on February 28, 2026. | | (14) This restricted stock unit award was granted on January 31, 2025 and vests in four years in equal annual installments, subject to continued service through each applicable vesting date. | | (15) Represents options to purchase shares of our common stock granted on February 27, 2024. 25% of these options vested on February 27, 2025 and the remaining 75% of the option vest in equal monthly installments over a period of 36 months commencing on March 27, 2025. | | (16) This restricted stock unit award was granted on February 27, 2024 and vests in four years in equal annual installments, subject to continued service through each applicable vesting date. |

  19. Pay Versus Performance

    Pay Versus Performance

  20. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with rules adopted by the Securities and Exchange Commission as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  21. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | Net Loss (in thousands) (5) | | 2025 | $3,750,125 | $2,589,305 | $1,794,782 | $1,231,438 | $244.44 | $(78,537) | | 2024 | $4,245,438 | $4,068,073 | $2,661,239 | $1,833,326 | $354.35 | $(40,209) | | 2023 | $1,137,622 | $1,355,540 | $778,561 | $887,228 | $181.38 | $(44,604) |

  22. Pay Versus Performance Table

    | (1) The dollar amounts reported are the amounts of total compensation reported for Dr. Cohen (our Chief Executive Officer / PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation-Summary Compensation Table.” | | (2) The dollar amounts reported represent the average of the amounts reported for our company’s Non-PEO NEOs as a group (excluding Dr. Cohen) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Dr. Cohen) included for purposes of calculating the average amounts in each applicable year are Dr. Smethurst and Mr. Moran. | | (3) The dollar amounts reported represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |

  23. Pay Versus Performance Table

    | | 2025 | | 2024 | | 2023 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Totals | $3,750,125 | $1,794,782 | $4,245,438 | $2,661,239 | $1,137,622 | $778,561 | | Add (Subtract): | | | | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (2,705,993) | (1,086,416) | (3,219,652) | (2,109,207) | (229,842) | (134,855) | | Fair value at year end of equity awards granted during the year | 2,222,273 | 892,210 | 1,627,344 | 989,895 | 353,176 | 207,220 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (452,132) | (243,938) | 17,082 | 6,356 | 19,077 | 9,752 | | Change in fair value of equity awards granted in prior years that vested during the year | (224,968) | (125,200) | 1,397,861 | 285,043 | 75,507 | 26,550 | | Equity awards granted in prior years that were forfeited during the year | - | - | - | - | - | - | | Compensation Actually Paid Totals | $2,589,305 | $1,231,438 | $4,068,073 | $1,833,326 | $1,355,540 | $887,228 |

  24. Pay Versus Performance Table

    | (4) 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 stock or option awards in 2025, 2024 or 2023. | | (5) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |

  25. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative total shareholder return (“TSR”), and (ii) our net income, in each case, for the fiscal years ended December 31, 2023, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100. A portion of our NEOs’ compensation consists of equity awards. As a result, the change between the values disclosed in our Summary Compensation Table and Compensation Actually Paid tends to be directionally aligned with changes in our TSR. While we are required by SEC rules to disclose the relationship between our net income and Compensation Actually Paid to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation as we are a precision oncology company that has not generated any revenues from the sale of products. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  27. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation paid to certain of our non-employee directors during 2025.

  28. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Total ($) | | Alan Holmer (2) | 57,418 | 35,616 | 107,584 | 200,618 | | Rachelle Jacques (3) | 72,582 | 35,616 | 107,584 | 215,782 | | John Jenkins (4) | 65,000 | 35,616 | 107,584 | 208,200 | | Peter Salzmann (5) | 16,690 | - | - | 16,690 | | Anne Altmeyer (6) | 50,646 | 35,616 | 107,584 | 193,846 | | Yong Ben (7) | 52,500 | 35,616 | 107,584 | 195,700 | | Winston Kung (8) | 60,000 | 35,616 | 107,584 | 203,200 |

  29. Director Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value of awards granted in 2025, computed in accordance with the Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that may be received by the directors if the stock options are exercised or restricted stock units vest. | | (2) Mr. Holmer retired from the Board effective December 31, 2025. As of December 31, 2025, Mr. Holmer held options to purchase 20,893 shares of our common stock and no restricted stock units. Subsequent to December 31, 2025, the Board of Directors approved a modification to extend the post-termination vesting period and accelerate vesting of Mr. Holmer's awards. | | (3) As of December 31, 2025, Ms. Jacques held options to purchase 35,343 shares of our common stock and 4,800 restricted stock units. | | (4) As of December 31, 2025, Dr. Jenkins held options to purchase 35,343 shares of our common stock and 4,800 restricted stock units. | | (5) Dr. Salzmann determined not to stand for re-election at the 2025 annual meeting. As of December 31, 2025, Dr. Salzmann held options to purchase 18,186 shares of our common stock and no restricted stock units. | | (6) As of December 31, 2025, Dr. Altmeyer held options to purchase 28,330 shares of our common stock and 4,800 restricted stock units. | | (7) As of December 31, 2025, Dr. Ben held options to purchase 29,390 shares of our common stock and 4,800 restricted stock units. | | (8) As of December 31, 2025, Mr. Kung held options to purchase 21,566 shares of our common stock and 4,800 restricted stock units. |

  30. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board has approved a director compensation policy for our non-employee directors. Other than reimbursement for reasonable expenses incurred in connection with attending Board and committee meetings, this policy provides for the following cash compensation effective May 2022: each non-employee director is entitled to receive an annual fee from us of $40,000; the chair of our Board will receive an annual fee from us of $30,000; • the chair of our audit committee will receive an annual fee from us of $20,000; • the chair of our compensation committee will receive an annual fee from us of $15,000; • the chair of our nominating and corporate governance committee will receive an annual fee from us of $10,000; and • each non-chairperson member of the audit committee, the compensation committee, and the nominating and corporate governance committee will receive annual fees from us of $10,000, $7,500, and $5,000, respectively. Each non-employee director receives an annual equity award grant in an amount and on vesting terms, if applicable, to be determined annually by our Compensation Committee in consultation with an independent compensation consultant under our existing equity incentive plan, or any other equity incentive plan we may adopt in the future (the “Annual Non-Employee Director Grant”). Each non-employee director that joins our Board receives an initial grant to purchase that number of shares of our common stock under our existing equity incentive plan, or any other equity incentive plan we may adopt in the future, equal to two times the Annual Non-Employee Director Grant, which shall vest one year from the grant date, or other award with equivalent value and vesting terms to be determined by the Compensation Committee. Upon a change in control, as defined in our equity incentive plan, 100% of the shares underlying these options shall become vested and exercisable immediately prior to such change in control.