DEF 14A of Kyverna Therapeutics, Inc., Apr 13, 2026

DEF 14A of Kyverna Therapeutics, Inc.

Filed Apr 13, 2026 · FY20250001193125-26-152835

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of one‑third of the total number of directors, and each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of eight seated directors, divided into the following three classes: • Class II directors: Ian Clark and Christi Shaw, whose current terms will expire at the Annual Meeting; • Class III directors: Warner Biddle, Mert Aktar and Andrew Miller, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2027; and • Class I directors: Beth Seidenberg, M.D., Fred E. Cohen, M.D., D.Phil. and Sravan Emany, whose current terms will expire at the annual meeting of stockholders to be held in 2028. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Mr. Clark and Ms. Shaw have been nominated to serve as Class II directors and have agreed to stand for reelection. If elected, each of Mr. Clark and Ms. Shaw will hold office from the date of his or her election by the stockholders until the third subsequent annual meeting of stockholders in 2029 or until his or her successor is elected and has been qualified, or until his or her earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Mr. Clark and Ms. Shaw have each agreed to serve if elected, and management has no reason to believe that either Mr. Clark or Ms. Shaw will be unable to serve. Directors are elected by a plurality of the votes cast at the Annual Meeting. The following table sets forth, for the Class II nominees who are currently standing for re‑election, and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 13, 2026 and position/office held within the Company:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position/Office Held With the Company | Director Since | | Ian Clark(1)(2) | 65 | Director | 2021 | | Christi Shaw | 59 | Executive Chairperson and Director | 2024 | | Warner Biddle | 59 | Chief Executive Officer and Director | 2024 | | Mert Aktar(1)(3)(4) | 47 | Director | 2024 | | Andrew Miller, Ph.D.(3)(4) | 44 | Director | 2026 | | Beth Seidenberg, M.D.(1)(3) | 69 | Director | 2018 | | Fred E. Cohen, M.D., D.Phil.(2)(3) | 69 | Director | 2018 | | Sravan Emany(2)(4) | 48 | Director | 2026 |

  3. ELECTION OF DIRECTORS

    Member of the Compensation Committee. (2) Member of the Nominating and Corporate Governance Committee. (3) Member of the Science and Technology Committee. (4) Member of the Audit Committee. Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  4. Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders Ian Clark has served as a member of our Board since 2021. From 2021 through January 11, 2026, Mr. Clark served as Chairperson of our Board. Mr. Clark has more than 35 years of experience in the biotechnology and pharmaceutical industry, most recently serving as Chief Executive Officer and member of the board of directors for Genentech, Inc., until his retirement in December 2016. During his seven-year tenure as Chief Executive Officer of Genentech, Mr. Clark and his team brought eleven new medicines to market for patients with rheumatoid arthritis, idiopathic pulmonary fibrosis and various types of cancer. Prior to that, Mr. Clark served as the Executive Vice President and Head of Global Product Strategy of the Roche Group from April 2009 to December 2009. Prior to his time at the Roche Group, Mr. Clark held several senior management positions at Genentech Inc. from January 2003 to March 2009, including Executive Vice President, Commercial Operations and Senior Vice President, General Manager of BioOncology. Prior to joining Genentech, Mr. Clark spent 23 years in the biopharmaceutical industry holding several positions of increasing responsibility at Novartis AG (NYSE: NVS, SIX: NOVN), Sanofi (Nasdaq: SNY), Ivax and Searle, working in the U.S., United Kingdom, Canada, Eastern Europe and France. Currently, Mr. Clark is on the board of directors of several public biopharmaceutical and biotechnology companies, including Corvus Pharmaceuticals, Inc. (Nasdaq: CRVS), Guardant Health, Inc. (Nasdaq: GH), Olema Pharmaceuticals, Inc. (Nasdaq: OLMA), GoodRx Holdings, Inc. (Nasdaq: GDRX) and BioMarin Pharmaceuticals Inc. (Nasdaq: BMRN). Mr. Clark previously served on the boards of Takeda Pharmaceutical Company Limited (NYSE: TAK), Avrobio, Inc. (Nasdaq: AVRO), Agios Pharmaceuticals, Inc. (Nasdaq: AGIO), Forty Seven, Inc., Shire Pharmaceuticals, Inc., Kite Pharma, Inc., TerraVia Holdings, Inc., Gyroscope Therapeutics Limited, Dendreon Pharmaceuticals LLC and Vernalis (R&D) Limited. Mr. Clark serves as an advisor to KKR & Co., Inc., and was previously on the Board of Biotechnology Industry Association, on the BioFulcrum Board of the Gladstone Institute and on the Economic Advisory Council of the 12th District of the Federal Reserve. In addition, he served as an advisor to Blackstone Life Sciences, formerly Clarus Ventures, LLC, a venture capital firm, from September 2017 to September 2020, as well as to Perella Weinberg Partners LP and Lazard Ltd. Mr. Clark received his Bachelor of Science in Biological Sciences and an Honorary Doctorate of Science from Southampton University in the United Kingdom. We believe Mr. Clark is qualified to serve on our Board because of his vast experience in the biopharmaceutical industry, combined with his experience serving on the boards of directors of successful, high-growth public and private companies. Christi Shaw has served as a member of our Board since September 2024 and as Executive Chairperson of our Board since January 12, 2026. Ms. Shaw is a seasoned healthcare executive with over 30 years of experience in the biopharmaceutical industry. Most recently, she served as Chief Executive Officer of Kite Pharma, Inc., a Gilead company specializing in the development of cancer immunotherapies, from August 2019 to March 2023. Ms. Shaw has served on the board of directors of Beam Therapeutics Inc. (Nasdaq: BEAM) since December 2023 and on the board of directors for ReAlta Life Sciences, Inc. from January 2024 until September 2025. Ms. Shaw also served as a director of Avantor, Inc. (NYSE: AVTR) from November 2018 through May 2024. From April 2017 to August 2019, she served as Senior Vice President of Eli Lilly & Co. (NYSE: LLY), a global healthcare company, and President of Lilly Bio-Medicines, the business within Eli Lilly Company that comprised its neuroscience and immunology divisions. From 2014 to 2016, Ms. Shaw served as U.S. country head and President of Novartis Pharmaceutical Corporation, a global healthcare company, and from 2010 to 2014, as North American region head of Novartis Oncology. Prior to 2010, Ms. Shaw held several leadership positions at Johnson & Johnson, Inc. (NYSE: JNJ). Previously, she served as an executive committee member of the Biotechnology Innovation Organization. Ms. Shaw is also an advisor for Family Reach’s Clinical Trial Access Program, which she co-founded with her sister (More Moments More Memories) to assist people with cancer access clinical trials. Ms. Shaw holds a B.B.A. in Marketing from Iowa State University and an M.B.A. from the University of Wisconsin. We believe that Ms. Shaw is qualified to serve on our Board because of her extensive experience in executive positions with several biopharmaceutical companies and her experience serving on the boards of several life science companies.

  5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES.

  6. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Warner Biddle has served as our Chief Executive Officer and a member of our Board since September 2024. Mr. Biddle previously worked at Kite Pharma, Inc. from August 2020 to September 2024, where he served as Senior Vice President and Global Head of Commercial. Prior to that, Mr. Biddle served as Vice President and Franchise Head for the Breast/Gynecologic and Skin Cancer Franchises at Genentech from January 2018 to August 2020. During his prolific tenure, he led the cross-functional strategy and launches for several key commercial and pipeline products while driving significant portfolio growth. Prior to his oncology roles, Mr. Biddle served as Vice President, Sales and Marketing for Ophthalmology at Genentech from November 2013 to December 2015, and also held various global leadership roles in Europe and Canada across multiple therapeutic disease areas at Novartis and GlaxoSmithKline. Mr. Biddle earned a Bachelor’s Degree in Commerce with Honors from the University of Saskatchewan. We believe that Mr. Biddle is qualified to serve as a member of our Board due to his extensive experience as an executive in the biopharmaceutical industry across numerous therapeutic areas. Mert Aktar has served as a member of our Board since October 2024. Mr. Aktar is an accomplished life sciences industry executive with over twenty years of multinational experience in bridging science and business in pharmaceuticals and biotechnology. He has served as Chief Executive Officer of Receptive Bio, Inc., a privately held biotechnology company based in Southern California, since February 2024. Prior to joining Receptive Bio, Inc., Mr. Aktar was the Senior Vice President and Global Head of Corporate Development & Strategy at Kite Pharma, Inc., from April 2020 to September 2023, where he played a key leadership role in shaping the future direction of Kite and establishing it as a global leader in cell therapy. Mr. Aktar led numerous deals strengthening Kite’s R&D portfolio, including expansion in Asia, facilitating regulatory approval and commercial launch of the first autologous cell therapy product in China, and transfer of commercial rights from Daiichi Sankyo and regulatory approval and commercial launch of Yescarta in Japan. Prior to joining Kite, Mr. Aktar served as Vice President and Head of Business Development and Corporate Development at Unum Therapeutics Inc. from May 2019 to March 2020. Prior to that, Mr. Aktar held a number of senior leadership positions at Shire plc (now Takeda Pharmaceutical Company Limited) from April 2011 to May 2019, most recently serving as the Global Head of Hematology and Immunology Business Development from November 2017 to May 2019. While at Shire, Mr. Aktar facilitated the company’s acquisitions of Baxalta Inc. and Dyax Corp., and orchestrated Shire’s inaugural SEC-registered debt offering. Mr. Aktar held senior leadership positions at large biotech and pharma organizations across diverse modalities (cell therapy, gene therapy, nucleotide-based therapies, antibody therapeutics and small molecules) and therapeutic areas (oncology, hematology, immunology, rare genetic diseases and neuroscience). Mr. Aktar has served on the board of directors of ReAlta Life Sciences, Inc. since January 2024. Mr. Aktar holds an MBA from MIT Sloan School of Management, a B.S. in Chemical Engineering from Worcester Polytechnic Institute, and an M.S. in Engineering Management from Tufts University. We believe that Mr. Aktar is qualified to serve as a member of our Board due to his education and extensive experience as an executive officer in the biopharmaceutical and biotechnology industries. Andrew Miller, Ph.D., has served as a member of our Board since February 2026. Dr. Miller previously founded Karuna Therapeutics, Inc. (“Karuna”), a biopharmaceutical company developing treatments for psychiatric and neurological conditions. He most recently served as President of Research and Development at Karuna until its $14 billion acquisition by Bristol Myers Squibb in 2024 and previously served as Chief Operating Officer, Chief Executive Officer and as a member of Karuna’s Board of Directors. Prior to that, Dr. Miller held senior and executive level positions at PureTech Health plc, Tal Medical and Entrega, Inc. He also served as a member of the board of directors of Entrega, Inc. from 2013 to 2025. Dr. Miller currently serves as the Chairman of the Board at Progentos Therapeutics. He received a B.S. in Chemical Engineering from the University of Illinois with highest honors and completed his Ph.D. in Chemical Engineering at the Massachusetts Institute of Technology. We believe that Dr. Miller is qualified to serve as a member of our Board due to his extensive experience in biotechnology leadership, drug development and corporate strategy.

  7. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Beth Seidenberg, M.D., has served as a member of our Board since September 2018. Dr. Seidenberg is a managing director of Westlake BioPartners, a life science venture capital firm she founded in September 2018. Since May 2005, Dr. Seidenberg has been a general partner at Kleiner Perkins Caufield & Byers, LLC, a venture capital firm, where she has primarily focused on life sciences investing. Dr. Seidenberg was previously the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen, Inc. (Nasdaq: AMGN). In addition, Dr. Seidenberg was a senior executive in research and development at Bristol-Myers Squibb Company (NYSE: BMY) and Merck & Co., Inc. (NYSE: MRK). Dr. Seidenberg served on the boards of directors of Epizyme, Inc., TESARO, Inc., ARMO BioSciences, Inc., Atara Biotherapeutics, Inc. (Nasdaq: ATRA), Progyny, Inc. (Nasdaq: PGNY), and Acelyrin, Inc. (Nasdaq: SLRN) from February 2008 to September 2019, June 2011 to January 2019, December 2012 to June 2018, August 2012 to June 2023, May 2010 to November 2024, and October 2020 to May 2025, respectively. Dr. Seidenberg serves on the boards of directors of Vera Therapeutics, Inc. (Nasdaq: VERA), Sagimet Biosciences, Inc. (Nasdaq: SGMT) and several privately held life sciences companies. Dr. Seidenberg holds a Bachelor of Arts degree in biology and anthropology from Barnard College and attended medical school at the University of Miami School of Medicine. She completed her medical residency at Johns Hopkins University and George Washington University, and Fellowship at the National Institutes of Health. We believe Dr. Seidenberg is qualified to serve on our Board because of her training as a physician and her experience in the life sciences industry as a senior executive and venture capitalist who has incubated and invested in over twenty-five biotechnology ventures. Fred E. Cohen, M.D., D.Phil., has served as a member of our Board since September 2018. Since November 2017, Dr. Cohen has served as a Senior Managing Director of Vida Ventures, a venture capital firm that he co-founded in 2017. Dr. Cohen has also served as a co‑founder and Chairman of Monograph Capital Partners, a biotechnology venture capital fund, since July 2021. Dr. Cohen currently serves as a Senior Advisor to TPG, where he previously served as a Partner and founder of TPG Biotechnology, a life science venture capital fund, from 2001 to 2016. Dr. Cohen was also a co-founder and executive chairperson of privately held Cell Design Labs, which was acquired by Gilead Sciences, Inc. (Nasdaq: GILD) in December 2017. From 1980 through 2014, Dr. Cohen was at the University of California, San Francisco (UCSF), where he held various responsibilities as a research scientist, an Internist for hospitalized patients, a consulting Endocrinologist and as the Chief of the Division of Endocrinology and Metabolism. Dr. Cohen’s research interests included structure-based drug design, prion diseases, computational biology and heteropolymer chemistry. Dr. Cohen has published over 200 peer-reviewed articles, participated as a co-inventor on over 10 patents and has served as an editor or editorial board member of several international scientific journals. Dr. Cohen received his Bachelor of Science degree in Molecular Biophysics and Biochemistry from Yale University, his D.Phil. in Molecular Biophysics from the University of Oxford on a Rhodes Scholarship, his M.D. from Stanford University and his postdoctoral training and postgraduate medical training in Internal Medicine and Endocrinology at UCSF. He is a Fellow of the American College of Physicians and the American College of Medical Informatics and a member of the American Society for Clinical Investigation and Association of American Physicians. Dr. Cohen has received several awards for his work, including a Searle Scholarship, Young Investigator Awards from the Endocrine Society and the Western Society for Clinical Investigation and the LVMH Science pour l’art prize (shared with Stanley Prusiner). Dr. Cohen was elected to the National Academy of Medicine in 2004, and the American Academy of Arts and Sciences in 2008. Dr. Cohen currently serves on the boards of directors of several biotechnology and pharmaceutical organizations, including CareDx, Inc. (Nasdaq: CDNA) and Intellia Therapeutics, Inc. (Nasdaq: NTLA). He is a past member of the boards of UroGen Pharma Ltd. (Nasdaq: URGN), Quintiles Transnational (merged with IQVIA Holdings (NYSE: IQV)), Biocryst (Nasdaq: BCRX), Genomic Health (acquired by Exact Sciences Corp.) (Nasdaq: GHDX), Tandem Diabetes Care, Inc. (Nasdaq: TNDM), Five Prime Therapeutics, Inc. (Nasdaq: FPRX, acquired by Amgen Inc.), Progyny, Inc. (Nasdaq: PGNY), Roka Bioscience, Inc. (Nasdaq: ROKA) and Veracyte, Inc. (Nasdaq: VCYT). We believe Dr. Cohen is qualified to serve on our Board because of his extensive experience in the biotechnology industry, including providing strategic advice and oversight to biopharmaceutical companies, as well as his financial and medical knowledge and experience. Sravan Emany has served as a member of our Board since February 2026. Mr. Emany has served as the Chief Financial Officer of Beam Therapeutics Inc. (Nasdaq: BEAM) since December 2024. Prior to that, Mr. Emany served as Corporate Vice President, Commercial Excellence and Chief Strategy Officer of Integra LifeSciences Holdings Corporation (“Integra”), a publicly held global healthcare company, from March 2020 to December 2021, and as Vice President of Strategy, Treasury and Investor Relations from February 2018 to March 2020. Prior to Integra, Mr. Emany served in various mergers and acquisitions investment banking roles in Bank of America and BofA Securities, formerly Bank of America Merrill Lynch, for nearly a decade, culminating in his service as Managing Director in the mergers and acquisitions group, where he led numerous mergers and acquisitions in the healthcare sector. He also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley. Mr. Emany serves on the board of directors of Assertio Holdings, Inc. (Nasdaq: ASRT). He holds a B.A. in international relations from The Johns Hopkins University and an M.A. in international relations and international economics from The Johns Hopkins School of Advanced International Studies. We believe Mr. Emany is qualified to serve on our Board because of his experience serving as chief financial officer and in other senior finance positions at life sciences companies and his prior experience in healthcare investment banking and mergers and acquisitions.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Prior to our IPO, we did not have a formalized non-employee director compensation program, but we provided compensation to our non-employee directors who are not affiliated with our investors in accordance with their individual agreements. In connection with our IPO, effective February 12, 2024, we implemented a non‑employee director compensation program (the “Director Compensation Program”). Pursuant to the Director Compensation Program, our non-employee directors received cash compensation in 2025 as follows: • Each non-employee director receives a cash retainer in the amount of $40,000 per year. • The independent Chairperson of the Board receives an additional cash retainer of $35,000 per year. • The Chairperson of the Audit Committee receives a cash retainer in the amount of $20,000 per year for such Chairperson’s service on the Audit Committee. Each non‑Chairperson member of the Audit Committee receives a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee. • The Chairperson of the Compensation Committee receives a cash retainer in the amount of $15,000 per year for such Chairperson’s service on the Compensation Committee. Each non‑Chairperson member of the Compensation Committee receives a cash retainer in the amount of $7,500 per year for such member’s service on the Compensation Committee. • The Chairperson of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $10,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee. Each non-Chairperson member of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. • The Chairperson of the Science and Technology Committee receives a cash retainer in the amount of $15,000 per year for such Chairperson’s service on the Science and Technology Committee. Each non-Chairperson member of the Science and Technology Committee receives a cash retainer in the amount of $7,500 per year for such member’s service on the Science and Technology Committee. Each non-employee director may elect, on an annual basis, to convert all or a portion of such non-employee director’s annual retainer into a number of restricted stock units granted under our 2024 Equity Incentive Plan (the “2024 Plan”), which will be fully vested on the date of grant, and settlement of the restricted stock units may be deferred at the election of the non-employee director. From January 1, 2025 through March 24, 2025, our Director Compensation Program provided that each non-employee director initially elected or appointed to our Board after February 12, 2024, would automatically be granted an option (the “Initial Grant”) under the 2024 Plan to purchase that number of shares of our common stock equal to $350,000 divided by the per share grant date fair value of the option award. The Initial Grant would vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. In addition, from January 1, 2025 through March 24, 2025, our Director Compensation Program provided that on the date of each annual meeting of our stockholders following the completion of the IPO, each non-employee director who (i) had been serving on our Board for at least four months and (ii) would continue to serve as a non-employee director immediately following such annual meeting would automatically be granted an option (the “Annual Grant”) under the 2024 Plan to purchase that number of shares of our common stock equal to (i) $175,000, divided by (ii) the per share grant date fair value of the option award. The Annual Grant would vest in full on the earlier of the (x) first anniversary of the grant date and (y) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date. Effective March 25, 2025, the Compensation Committee implemented a Restated Non-Employee Director Compensation Program (the “Restated Director Compensation Program”), which amended and restated the Director Compensation Program. The Restated Director Compensation Program provides that each non-employee director initially elected or appointed to our Board after March 25, 2025 will automatically be granted (A) an option under the 2024 Plan to purchase that number of shares of our common stock equal to $262,500 divided by the per share grant date fair value of the option award, which will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date, and (B) restricted stock units under the 2024 Plan or any other applicable Company equity incentive plan then maintained by us covering a number of shares of common stock equal to $87,500 divided by the per share grant date fair market value as of the date of the grant, rounded down to the nearest whole share, which will vest as to 1/3rd of the shares subject thereto on each one-year anniversary over three years, subject to continued service through the applicable vesting date. In addition, pursuant to the Restated Director Compensation Program, on the date of each annual meeting of our stockholders, commencing with our 2025 annual meeting of stockholders, each non-employee director who (i) has been serving on our Board for at least four months and (ii) will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted (A) an option (the “Annual Option Grant”) under the 2024 Plan to purchase that number of shares of our common stock equal to (a) $131,250, divided by (b) the per share grant date fair value of the option award, or (B) restricted stock units (the “Annual RSU Grant”) under the 2024 Plan or any other applicable Company equity incentive plan then maintained by us covering a number of shares of common stock equal to $43,750 divided by the per share grant date fair market value as of the date of the grant, rounded down to the nearest whole share. Each of the Annual Option Grant and the Annual RSU Grant will be automatically granted on the date of each applicable annual meeting of stockholders and will vest in full on the earlier of (x) the first anniversary of the grant date and (y) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date. Pursuant to the Restated Director Compensation Program, upon a change-in-control transaction, all outstanding equity awards held by our non-employee directors will vest in full. The cash compensation under the Restated Director Compensation Program remains the same as what was provided for in the Director Compensation Program.

  9. Director Compensation Table

    Director Compensation Table The following table sets forth information for 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors. Directors who are also our employees receive no additional compensation for their service as directors.

  10. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Mert Aktar | 57,500 | 131,205 | 43,747 | — | 232,452 | | Ian Clark | 85,000 | 131,205 | 43,747 | — | 259,952 | | Fred E. Cohen, M.D., D.Phil. | 62,500 | 131,205 | 43,747 | — | 237,452 | | Steve Liapis, Ph.D.(4) | — | — | — | — | — | | Beth Seidenberg, M.D. | 67,500 | 131,205 | 43,747 | — | 242,452 | | Christi Shaw | 55,000 | 131,205 | 43,747 | 89,940(5) | 319,892 | | Daniel K. Spiegelman(6) | 60,000 | 131,205 | 43,747 | — | 234,952 |

  11. Director Compensation Table

    The amounts reported represent the grant date fair value of option awards granted to our non-employee directors during the year ended December 31, 2025, as computed in accordance with FASB ASC 718, rather than amounts paid to or realized by the individual. See Note 10 of the financial statements included in our Annual Report on Form 10-K filed with the SEC on March 26, 2026 for the assumptions used in calculating this amount. As of December 31, 2025, our non-employee directors held the following option awards and unvested restricted stock units:

  12. Director Compensation Table

    | Name | Shares Underlying Option Awards | Shares Subject to Unvested Restricted Stock Units | | Mert Aktar | 153,092 | 16,634 | | Ian Clark | 429,749 | 16,634 | | Fred E. Cohen, M.D., D.Phil. | 98,310 | 16,634 | | Beth Seidenberg, M.D. | 98,310 | 16,634 | | Christi Shaw | 170,622 | 16,634 | | Daniel K. Spiegelman | 115,888 | 16,634 |

  13. Director Compensation Table

    (3) The amounts reported represent the grant date fair value of restricted stock unit awards granted to our non-employee directors during the year ended December 31, 2025, as computed in accordance with FASB ASC 718, rather than amounts paid to or realized by the individual. See Note 10 of the financial statements included in our Annual Report on Form 10-K filed with the SEC on March 26, 2026 for the assumptions used in calculating this amount. (4) Dr. Liapis opted not to receive compensation for his service on our Board. Dr. Liapis resigned from our Board effective September 30, 2025. (5) The amount reported represents the stock option granted to Ms. Shaw in February 2025 pursuant to the advisory agreement described above under “—Christi Shaw Advisory Award”. Mr. Spiegelman resigned from our Board effective February 24, 2026.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our NEOs for the fiscal years ended December 31, 2025 and 2024.

  15. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Option awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Warner Biddle | 2025 | 625,000 | — | 543,804 | 468,750 | 177,426(3) | 1,814,980 | | Chief Executive Officer | 2024 | 182,292 | 650,000 | 13,760,605 | 375,000 | 25,000 | 14,992,897 | | Marc Grasso, M.D. | 2025 | 256,961 | 100,000(4) | 1,100,025 | 204,000 | 2,550(5) | 1,663,536 | | Chief Financial Officer | | | | | | | | | Naji Gehchan, M.D. | 2025 | 481,667 | 250,000(6) | 1,110,100 | 238,406 | 5,000(5) | 2,085,173 | | Chief Medical and Development Officer | | | | | | | |

  16. Summary Compensation Table

    (1) The amounts in this column represent the aggregate grant date fair value of the option awards computed in accordance with Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements and related notes included in the Annual Report on Form 10-K filed with the SEC on March 26, 2026. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2) The amounts in this column for 2025 relate to amounts earned by our NEOs pursuant to our bonus program described below under “—Narrative to Summary Compensation Table—2025 Bonuses”. (3) Includes $172,426 of relocation/moving expenses, inclusive of an additional payment to cover the taxes for Mr. Biddle’s imputed income associated with our payment of such fees, per Mr. Biddle’s employment agreement as described below under “—Narrative to Summary Compensation Table—Employment Arrangements—Warner Biddle”, and $5,000 of employer matching contributions under our 401(k) plan. (4) Represents the portion of Dr.Grasso's one-time sign-on bonus that was paid in 2025. See “—Narrative to Summary Compensation Table—2025 Bonuses—Grasso Sign-On Bonus” below for additional details. (5) Represents employer matching contributions under our 401(k) plan. (6) Represents the portion of Dr. Gehchan’s one-time sign-on bonus that was paid in 2025. See “—Narrative to Summary Compensation Table—2025 Bonuses—Gehchan Sign-On Bonus” below for additional details.

  17. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  18. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table presents certain information concerning outstanding equity awards held by each of our NEOs as of December 31, 2025:

  19. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Warner Biddle | 9/16/2024 | 9/16/2024 | 806,017 | 1,773,242 | $6.89 | 9/16/2034 | | | 4/11/2025 | 4/11/2025 | — | 332,500 | $2.06 | 4/11/2035 | | Naji Gehchan, M.D. | 1/22/2025 | 1/22/2025 | — | 425,000 | $3.29 | 1/22/2035 | | Marc Grasso, M.D. | 6/30/2025 | 6/30/2025 | — | 450,000 | $3.07 | 6/30/2035 |

  20. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) Option vests and becomes exercisable as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares subject to the option on each monthly anniversary of the vesting commencement date thereafter, subject to any accelerated vesting set forth in the NEO’s offer letter.