DEF 14A of Neumora Therapeutics, Inc., Apr 17, 2026

DEF 14A of Neumora Therapeutics, Inc.

Filed Apr 17, 2026 · FY20250001193125-26-161489

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. 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 or until his or her earlier death, resignation, disqualification or removal. The Board currently consists of six seated directors, divided into the three following classes: • Class I director: Kristina Burow, whose current term will expire at the annual meeting of stockholders to be held in 2027; • Class II directors: Alaa Halawa and Maykin Ho, Ph.D., whose current terms will expire the annual meeting of stockholders to be held in 2028; and • Class III directors: Paul L. Berns, Matthew Fust and David Piacquad whose current terms will expire at the Annual Meeting. 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. Berns, Mr. Fust and Mr. Piacquad have been nominated to serve as Class III directors and have elected to stand for reelection. If elected, each of Mr. Berns, Mr. Fust and Mr. Piacquad will hold office from the date of his election by the stockholders until the third subsequent annual meeting of stockholders in 2029 or until their successor is elected and has been qualified, or until their earlier death, resignation, disqualification or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. 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. Berns, Mr. Fust and Mr. Piacquad have agreed to serve if elected, and management has no reason to believe that any of Mr. Berns, Mr. Fust or Mr. Piacquad will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

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

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES The following table sets forth, for the Class III 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 1, 2026, and position/office held within the Company:

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

    | Name | Age | Position/Office Held With the Company | Director Since | | Class I Director whose term expires at the 2027 Annual Meeting of Stockholders | | | | | Kristina Burow(2)(3) | 52 | Director | 2020 | | Class II Directors whose terms expire at the 2028 Annual Meeting of Stockholders | | | | | Alaa Halawa(2)(3) | 43 | Director | 2022 | | Maykin Ho, Ph.D.(1)(3) | 73 | Director | 2021 | | Class III Directors whose terms expire at the Annual Meeting of Stockholders | | | | | Paul L. Berns | 59 | Chairman and Chief Executive Officer | 2020 | | Matthew Fust(1)(2) | 61 | Director | 2020 | | David Piacquad(1) | 69 | Director | 2023 |

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

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance 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.

  5. 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 Paul L. Berns is the co-founder, Chief Executive Officer and Chairman of Neumora Therapeutics and a Managing Director with ARCH Venture Partners. Mr. Berns has been a member of ARCH Venture Partners since August 2018 and became a Managing Director in 2021. Mr. Berns is the co-founder and Executive Chairman of both Tenvie Therapeutics and Ollin Biosciences. Mr. Berns was also the co-founder and Chairman of the Board of Directors for HI-Bio prior to its acquisition by Biogen in July 2024, as well as a co-founder and Lead Independent Director of Metsera, Inc. prior to its acquisition by Pfizer in November 2025. Mr. Berns is co-founder and member of the Board of Directors of Salma Health, and currently serves as Chairman of the Board of Directors of Happy AI, and is a member of the Board of Directors of Mirador Therapeutics, Kardigan, Rhygaze, and Epirium. From 2014 to 2016, Mr. Berns served as President, Chief Executive Officer and Chairman of the Board of Directors at Anacor Pharmaceuticals, a biopharmaceutical company which was acquired by Pfizer in 2016. Previously, Mr. Berns served as President and Chief Executive Officer of Allos Therapeutics, a biopharmaceutical company from 2006 to 2012, when it was acquired by Spectrum Pharmaceuticals. Mr. Berns was President and Chief Executive Officer of Bone Care International, a specialty pharmaceutical company from 2002 to 2005 when it was acquired by Genzyme Corporation. Prior to that, Mr. Berns was Vice President and General Manager of the Immunology, Oncology, and Pain Therapeutics business unit of Abbott Laboratories from 2001 to 2002, and from 2000 to 2001, he served as Vice President, Marketing of BASF Pharmaceuticals/Knoll, when it was acquired by Abbott Laboratories in 2001. Earlier in his career, Mr. Berns held various positions, including senior management roles, at Bristol-Myers Squibb (BMS) from 1990 to 2000. Mr. Berns previously served on the Board of Directors of Areteia Therapeutics (2023-2025), EQRx (2020 to 2023), Jazz Pharmaceuticals plc (2010 to 2021), MC2 Therapeutics (2017 to 2020), Menlo Therapeutics (2017 to 2020), Unity Biotechnology (2018 to 2025), Anacor Pharmaceuticals (2012 to 2016), XenoPort (2005 to 2016), Allos Therapeutics (2006 to 2012), and Bone Care International (2002 to 2005). Mr. Berns holds a B.S. in Economics from the University of Wisconsin. We believe Mr. Berns is qualified to serve on our Board because of his extensive management and leadership experience with biopharmaceutical and life sciences companies. Matthew Fust has served as a member of our Board since December 2020. Mr. Fust is an advisor to life science companies and previously served as Chief Financial Officer of Onyx Pharmaceuticals, a public biopharmaceutical company, from 2009 until it was acquired by Amgen in October 2013. From October 2013 to January 2014 Mr. Fust served as Executive Vice President, Finance after Onyx Pharmaceuticals was acquired by Amgen. Prior to that, Mr. Fust held the position of Chief Financial Officer of Jazz Pharmaceuticals, a public biopharmaceutical company, from 2003 to 2008, and Chief Financial Officer of Perlegen Sciences, a private biopharmaceutical company, from 2002 to 2003. Mr. Fust previously served as Senior Vice President and Chief Financial Officer of ALZA Corporation, a public pharmaceutical company, from 1996 to 2002. Mr. Fust has served on the boards of directors of various public and private biotechnology and biopharmaceutical companies including Ultragenyx Pharmaceutical since 2014; Atara Biotherapeutics since 2014; and Crinetics Pharmaceuticals since February 2018. Mr. Fust currently serves as an advisor to several public and private biotechnology companies. Mr. Fust holds a B.A. from the University of Minnesota and an M.B.A. from Stanford University Graduate School of Business. We believe Mr. Fust is qualified to serve on our Board because of his deep experience running and serving on the boards of biopharmaceutical companies. David Piacquad has served as a member of our Board since September 2023. From March 2014 through January 2022, Mr. Piacquad served as Senior Vice President, Business Development of Amgen where he was responsible for corporate strategy and business development, including external research and development, mergers & acquisitions, Amgen ventures and alliance management. Prior to that Mr. Piacquad served as Vice President, Strategy and Corporate Development at Amgen from 2010 to 2014. Prior to joining Amgen, Mr. Piacquad served as Senior Vice President, Business Development & Licensing at Schering-Plough Corporation, a pharmaceutical company, from 2006 to 2009. Prior to joining Schering-Plough, Mr. Piacquad served for approximately 20 years at Johnson & Johnson, a pharmaceutical and medical technologies company, in increasing roles of responsibility across its business segments. Mr. Piacquad is currently an advisor to life science companies and serves as a director to various private biotechnology companies. Mr. Piacquad holds a B.A. from Colgate University and an M.B.A from the Wharton School at the University of Pennsylvania. Mr. Piacquad was originally elected to the Board as the designee of Amgen. We believe Mr. Piacquad is qualified to serve on our Board because of his extensive experience in executive strategic and business development roles within the biotechnology industry and serving on the boards of biotechnology companies.

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

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Maykin Ho, Ph.D. has served as a member of our Board since April 2021. Dr. Ho has more than 30 years of experience in the healthcare and finance industries, and has served as a venture partner of Qiming Venture Partners, a venture capital firm, from 2015 until July 2025, and as a member of the Biotech Advisory Panel of the Stock Exchange of Hong Kong. Dr. Ho is a retired partner of the Goldman Sachs Group, a public financial services company, where she served in several roles from 1992 to 2015, including as senior biotechnology analyst, co-head of healthcare for global investment research and advisory director for healthcare investment banking. Prior to Goldman Sachs, she held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals and DuPont de Nemours & Company, a public chemical company, from 1982 to 1992. Dr. Ho is a member of the board of directors for various public biopharmaceutical companies, including Agios Pharmaceuticals since 2015, BioMarin Pharmaceutical since February 2021, and FibroGen since December 2018. She has also served on the board of directors for Parexel International, a private biopharmaceutical services company, from 2015 to 2017 and from March 2018 to present, as well as for two non-profit medical research organizations, the Aaron Diamond AIDS Research Center since 2005 and the Institute for Protein Innovation since 2016. Dr. Ho previously served on the board of directors for GRAIL, a private biotechnology company, from May 2019 to August 2021, when it was acquired. Dr. Ho holds a B.S. in Medical Technology and a Ph.D. in Microbiology and Immunology from the State University of New York, Downstate Medical Center. She was a postdoctoral fellow at Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business at Duke University. We believe Dr. Ho is qualified to serve on our Board due to her extensive experience in healthcare investment research and banking. Alaa Halawa has served as a member of our Board since September 2022. Mr. Halawa is a co-founder and has served as Chief Executive Officer and a member of the board of directors of Salma Health, a brain health company, since October 2024, and has served as executive director of Mubadala Capital, a venture capital firm, since March 2017. From February 2015 to March 2017, Mr. Halawa served as director at Synaptics, a public semiconductor company. Prior to that, Mr. Hawala served as director at GlobalFoundries, a public semiconductor company, from January 2014 to February 2015. In addition to Salma Health, Mr. Halawa currently serves on the boards of directors of several private life sciences and healthcare companies, including Alloy Therapeutics since September 2022, Innovaccer since December 2021, Xilis since July 2021 and Pretzel Therapeutics since April 2021. Mr. Halawa holds a B.A. in Electrical Engineering from University of Jordan and an M.B.A. from Cornell University. We believe Mr. Halawa is qualified to serve on our Board because of his experience as a venture capitalist and serving on boards of emerging companies that are at the intersection of life sciences and technology.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2025.

  8. 2025 Director Compensation Table

    2025 Director Compensation Table

  9. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Kristina Burow | 67,500 | 43,632 | 111,132 | | Matthew Fust | 90,625 | 43,632 | 134,257 | | Alaa Halawa | 62,500 | 43,632 | 106,132 | | Maykin Ho, Ph.D. | 60,000 | 43,632 | 103,632 | | David Piacquad | 53,750 | 43,632 | 97,382 |

  10. 2025 Director Compensation Table

    (1) Amounts represent the aggregate grant date fair value of stock options granted during 2025, as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 1 and Note 11 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, each non-employee director held options to purchase the following number of shares of our common stock: Dr. Burow, 155,026; Mr. Fust, 221,959; Mr. Halawa, 155,026; Dr. Ho, 231,959; Mr. Piacquad, 155,026.

  11. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Our non-employee directors are compensated under our Non-Employee Director Compensation Program (the “Director Compensation Program”). As amended in March 2024, the Director Compensation Program provided for our non-employee directors to receive cash compensation as follows: • Each non-employee director will receive an annual cash retainer in the amount of $45,000. • The lead independent director will receive additional cash compensation in the amount of $25,000 per year. • The chair and each member of the audit committee will receive additional cash compensation in the amount of $20,000 and $10,000 per year, respectively, for service on the audit committee. • The chair and each member of the Compensation Committee will receive additional cash compensation in the amount of $15,000 and $7,500 per year, respectively, for service on the Compensation Committee. • The chair and each member of the nominating and corporate governance committee will receive additional cash compensation in the amount of $10,000 and $5,000 per year, respectively, for service on the nominating and corporate governance 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 RSUs granted under the 2023 Plan, which will be fully vested on the date of grant, and settlement of the RSUs may be deferred at the election of the non-employee director. Under the Director Compensation Program as amended in March 2024, each non-employee director who is initially elected or appointed to serve on our Board on or after the effective date of the Director Compensation Program will be granted equity awards composed of a stock option and award of RSUs with an aggregate grant date fair value of $725,000 (the “Initial Grant”). The number of shares underlying the stock option is determined by dividing $362,500 by the per share grant date fair value of the option, rounded down, and the number of RSUs is determined by dividing $362,500 by the fair market value of our common stock on the date of grant, rounded down. The stock option has an exercise price per share equal to the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day) and vests as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. The RSUs vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to continued service through the applicable vesting date. In addition, 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 an annual meeting will automatically be granted equity awards composed of a stock option and award of RSUs with an aggregate grant date fair value of $400,000 (the “Annual Grant”). The number of shares underlying the stock option is determined by dividing $200,000 by the per share grant date fair value of the option, rounded down, and the number of RSUs is determined by dividing $200,000 by the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day), rounded down. The stock option has an exercise price per share equal to the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day)and each of the stock option and the RSUs vest in a single installment on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders after the date of grant, subject to continued service through the applicable vesting date. In March 2025, we amended the Director Compensation Program to provide for the Initial Grant to be composed of an option to purchase 160,000 shares of our common stock and for the Annual Grant to be composed of an option to purchase 80,000 shares of our common stock. The Initial Grant vests as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. The Annual Grant vests in a single installment on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders after the date of grant, subject to continued service through the applicable vesting date. Pursuant to the Director Compensation Program, upon a change in control transaction, all outstanding equity awards held by our non-employee directors will vest in full. Under the Director Compensation Program, we also reimburse each non-employee director for all reasonable business expenses incurred in the performance of such non-employee director’s duties. Apart from the Director Compensation Program, in February 2025, subject to and contingent on the approval by the Company’s stockholders, the Board approved the repricing of outstanding stock options held by members of the Board, certain employees and other service providers. Under the terms of the repricing, each option with an exercise price per share higher than $1.69 was repriced to $1.69, subject to stockholder approval, provided that the exercise price would revert to the original exercise price in the event the holder terminates service with the Company prior to August 13, 2026 or if the holder exercises the option prior to such date. In April 2025, the Board modified the repricing such that the new exercise price would equal the closing trading price of the Company’s common stock on May 28, 2025, the date of the Company’s 2025 annual stockholders meeting. At the 2025 annual stockholders meeting, the stockholders approved the repricing and each option held by our non-employee directors with an exercise price per share higher than $0.72 per share was repriced to $0.72.

  12. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth total compensation paid to our NEOs for the year ending on December 31, 2025.

  13. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Paul L. Berns | 2025 | 700,000 | 21,000 | — | 3,326,181 | 504,000 | 11,280 | 4,562,461 | | Chief Executive Officer | 2024 | 470,000 | — | 3,094,488 | 4,818,975 | 253,800 | 11,130 | 8,648,393 | | Joshua Pinto, Ph.D. | 2025 | 645,000 | 989,350 | — | 4,643,438 | 464,400 | 1,050 | 6,743,238 | | President | 2024 | 508,654 | — | 1,535,950 | 2,391,900 | 193,289 | 780 | 4,630,573 | | Bill Aurora, Pharm.D. | 2025 | 545,000 | 870,219 | — | 1,553,896 | 323,594 | 9,291 | 3,302,000 | | Chief Strategy Officer | 2024 | 496,787 | — | 1,761,825 | 2,743,650 | 188,779 | 10,885 | 5,201,926 | | Henry O. Gosebruch(5) | 2025 | 94,231 | 420,000 | — | 86,263 | — | 718,779 | 1,319,273 | | Former President and Chief Executive Officer | 2024 | 700,000 | — | 1,445,600 | 2,251,200 | 378,000 | 11,130 | 4,785,930 |

  14. 2025 Summary Compensation Table

    (1) $970,000 and $860,000 of the amount reported for Dr. Pinto and Dr. Aurora, respectively, represent a one-time cash signing bonus subject to repayment if the recipient’s employment is terminated for cause or by the recipient without good reason (each as defined in the respective new Executive Employment Agreement) prior to the 18-month anniversary of the effective date of the new Executive Employment Agreement. The remaining amounts reported represent the discretionary upward adjustment to each NEO’s cash incentive bonuses based on achievement of goals not originally contemplated when the bonus program for 2025 was adopted, as described below under the section titled “2025 Bonuses”. (2) Amounts represent the aggregate grant date fair value of stock options granted and the incremental fair value of stock options modified, in each case, during 2025, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 11 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025. (3) Amounts represent annual cash incentive bonuses earned by our NEOs based on the achievement of certain pre-established metrics under our 2025 Bonus Plan, as described in the section below titled “2025 Bonuses.” Amounts reported for 2025 are composed of 401(k) Plan matching contributions, electronics allowances, an employee gift, severance, vacation payout, and COBRA reimbursement as follows:

  15. 2025 Summary Compensation Table

    | Name | 401(k) Plan Matching Contributions ($) | Electronics Allowance ($) | Gift ($) | Severance ($) | Vacation Payout ($) | COBRA Reimbursement ($) | Total ($) | | Paul L. Berns | 10,500 | 780 | — | — | — | — | 11,280 | | Joshua Pinto, Ph.D. | — | 780 | 270 | — | — | — | 1,050 | | Bill Aurora, Pharm.D. | 8,511 | 780 | — | — | — | — | 9,291 | | Henry O. Gosebruch | 4,801 | 130 | — | 605,769(1) | 65,787 | 42,292 | 718,779 |

  16. 2025 Summary Compensation Table

    Mr. Gosebruch ceased serving as our President and Chief Executive Officer in February 2025. His severance consisted of continued base salary for 12 months post termination.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025.

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Paul L. Berns | 2/13/2025 | — | 2,000,000 | 0.72 | 2/12/2035 | — | — | | | 2/14/2024 | 156,979 | 185,521 | 0.72 | 2/13/2034 | 128,438 | 229,904 | | | 7/3/2023 | 577,501 | 378,363 | 0.72 | 6/27/2033 | — | — | | | 2/1/2022 | 476,338 | 20,711 | 0.72 | 1/26/2032 | — | — | | | 11/1/2018 | 88,707 | — | 10.83 | 9/7/2030 | — | — | | Joshua Pinto | 2/13/2025 | — | 3,000,000 | 0.72 | 2/12/2035 | — | — | | | 2/14/2024 | 77,916 | 92,084 | 0.72 | 2/13/2034 | 63,750 | 114,113 | | | 6/30/2023 | 79,655 | 47,793 | 0.72 | 6/27/2033 | — | — | | | 2/1/2022 | 690,080 | 30,004 | 0.72 | 1/26/2032 | — | — | | | 6/30/2023(4) | 679,722 | 37,174 | 0.72 | 6/6/2031 | — | — | | Bill Aurora | 2/13/2025 | — | 1,000,000 | 0.72 | 2/12/2035 | — | — | | | 2/14/2024 | 89,374 | 105,626 | 0.72 | 2/13/2034 | 73,125 | 130,894 | | | 6/30/2023 | 63,722 | 38,236 | 0.72 | 6/22/2033 | — | — | | | 2/1/2023 | 243,744 | 100,367 | 0.72 | 1/18/2033 | — | — | | | 2/1/2022 | — | — | — | 1/26/2032 | 4,780(5) | 8,556 | | | 8/2/2021 | 178,428 | — | 0.72 | 9/20/2031 | — | — | | Henry O. Gosebruch | 2/14/2024 | 40,000 | — | 18.07 | 2/14/2026 | — | — | | | 7/3/2023 | 807,174 | — | 6.36 | 2/14/2026 | — | — |

  19. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Except as otherwise noted, each option award vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to continued service to us, and each restricted stock unit award vests as to 25% of the restricted stock units underlying the award on each anniversary of the vesting commencement date, subject to continued service to us. (2) Each option with an exercise price per share of $0.72 was repriced in the Repricing approved by stockholders on May 28, 2025. The reduced exercise price is subject to an 18-month service period commencing February 14, 2025 and concluding on August 13, 2026. If the service condition is not satisfied or the option exercised prior to August 13, 2026, the stock option exercise price will revert to the original price. (3) Market value based on $1.79 per share, the closing trading price of our common stock as of December 31, 2025. (4) The Option vests in substantially equal monthly installments through the third anniversary of the vesting commencement date, subject to continued service to us. (5) Constitutes an early exercised stock options that remain subject to forfeiture in the event Dr. Aurora terminates services with us. The stock option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to continued service to us.

  20. Pay Versus Performance

    Pay Versus Performance 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 are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  21. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025 and 2024, and our financial performance for each such fiscal year:

  22. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | Year | Summary Compensation Table Total for PEO 1 (1) | Compensation Actually Paid to PEO 1 (2) | Summary Compensation Table Total for PEO 2 (1) | Compensation Actually Paid to PEO 2 (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Summary Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return | Net Loss ($ in thousands) | | 2025 | $4,562,461 | $(4,083,133) | $1,319,273 | $(13,313,103) | $5,022,619 | $407,407 | $10.50 | $236,928 | | 2024 | — | — | 4,785,930 | (12,465,031) | 6,925,159 | (1,350,839) | 62.17 | 243,787 |

  23. Pay Versus Performance Table

    (1) Paul Berns (PEO 1) served as our PEO commencing in February 2025. Henry Gosebruch (PEO 2) served as our PEO for all of 2024 and through February 2025. Our Non-PEO NEOs for 2025 were Joshua Pinto and Bill Aurora, and our Non-PEO NEOs for 2024 were Bill Aurora and Paul Berns. (2) Amounts represent compensation actually paid to each PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  24. Pay Versus Performance Table

    | | 2025 | | | 2024 | | | | PEO 1 | PEO 2 | Average Non-PEO NEOs | PEO 2 | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $4,562,461 | $1,319,273 | $5,022,619 | $4,785,930 | $6,925,159 | | Adjustments | | | | | | | Less: Grant date fair value of equity awards granted in the year indicated | (3,326,181) | (86,263) | (3,098,667) | (3,696,800) | (6,209,469) | | Add: Year-end fair value of outstanding and unvested equity awards granted in the year indicated | 2,971,686 | — | 2,971,686 | 1,936,504 | 3,252,722 | | Less: Year over year change in fair value of equity awards granted in prior years that were outstanding and unvested at the end of the year indicated | (4,774,625) | — | (2,008,236) | (10,071,409) | (3,474,168) | | Less: Change in fair value of equity awards that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) | (3,516,474) | (738,470) | (2,479,995) | (5,419,256) | (1,845,083) | | Less: Fair value of equity awards forfeited in the year indicated (fair value at the end of immediately prior year) | — | (13,807,642) | — | — | — | | Total Adjustments | (8,645,594) | (14,632,376) | (4,615,213) | (17,250,961) | (8,275,998) | | Compensation Actually Paid | $(4,083,133) | $(13,313,103) | $407,407 | $(12,465,031) | $(1,350,839) |

  25. Pay Versus Performance Table

    In calculating compensation actually paid (“CAP”) reflected in the above table, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was determined in accordance with FASB ASC Topic 718

  26. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table