DEF 14A of CG Oncology, Inc., Apr 24, 2026

DEF 14A of CG Oncology, Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177395

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Under our amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class II director has a term that expires at this Annual Meeting, each Class III director has a term that expires at the Company’s 2027 Annual Meeting of Stockholders and each Class I director has a term that expires at the Company’s 2028 Annual Meeting of Stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. Our Charter provides that the number of directors will be fixed from time to time by the Board. There are currently seven members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the two incumbent directors listed below, for election to the Board at the Annual Meeting. Mr. Tong was previously elected to the Board by our stockholders. Ms. Rossi has not previously been elected by our stockholders. She was appointed as a member of the Board, effective November 22, 2025, to serve as a Class II director until the Company’s Annual Meeting. Additionally, on November 22, 2025, Simone Song resigned from the Board. The Board has determined that each director nominee would be an independent director, as further described below in “The Board of Directors and Certain Governance Matters — Director Independence and Independence Determinations.”

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Position | | Christina Rossi | Director | | Victor Tong, Jr. | Director |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    All of the director nominees listed above have consented to being named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Biographical information relating to each of the director nominees is set forth below under “Nominees for Election to the Board of Directors” and incorporated by reference herein. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

  4. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  5. Our Board of Directors

    Our Board of Directors The biographies of each of our nominees for election to the Board as Class II directors, and all other directors as of April 7, 2026 are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  6. Class II Director Nominees for Election at the Annual Meeting

    Class II Director Nominees for Election at the Annual Meeting

  7. Class II Director Nominees for Election at the Annual Meeting

    | CHRISTINA ROSSI Director | Director Since: 2025 Age:50 | Committee Memberships: • Compensation Committee | | | Christina Rossi has served as a member of our Board since November 2025. Ms. Rossi has more than 25 years of global pharmaceutical and biotechnology experience. Ms. Rossi served as the Interim Chief Executive Officer from July 2025 to September 2025 and as the Chief Operating Officer of Blueprint Medicines (Nasdaq: BPMC) from 2022 until its acquisition by Sanofi in July 2025. Previously, Ms. Rossi served as Chief Commercial Officer from October 2018 to April 2022 and had overseen the commercial launches of Blueprint Medicines’ therapies across multiple indications and geographies, including the creation of commercial infrastructure and successful market access efforts in the U.S. and Europe. Prior to joining Blueprint Medicines, Ms. Rossi served as the Multiple Sclerosis Business Unit Head, North America, at Sanofi Genzyme. In this role, Ms. Rossi oversaw all aspects of the financial performance of Sanofi Genzyme’s MS franchise and increased market share for existing products, led the launch of new therapies and optimized operations to accelerate patient access. Previously, Ms. Rossi served as Vice President, MS Sales, and Vice President, MS Patient and Provider Services, at Sanofi Genzyme. Prior to joining Sanofi Genzyme, Ms. Rossi held various roles at Biogen Inc., including Head, Commercial Strategy for Eidetica Biopharma GmbH, Biogen’s biosimilar-focused venture, and U.S. Brand Leader for TYSABRI® (natalizumab). In addition, Ms. Rossi consulted in the healthcare practice at the Boston Consulting Group. Ms. Rossi serves as an independent director on the board of Xilio Therapeutics, Inc. (Nasdaq: XLO), where she chairs the compensation committee. Ms. Rossi holds a B.S. in biology from Duke University and an M.B.A. from Harvard Business School. Ms. Rossi’s extensive experience in the global pharmaceutical and biotechnology sector contributed to our Board’s conclusion that she should serve as a director of our Company. | | | VICTOR TONG, JR. Director | Director Since: 2023 Age: 42 | Committee Memberships: • Nominating and Corporate Governance Committee (Chair) • Audit Committee | | | Victor Tong, Jr. has served as a member of our Board since July 2023. Mr. Tong is a Managing Director at Decheng Capital (“Decheng”), an investment firm, where he has | |

  8. Class II Director Nominees for Election at the Annual Meeting

    | worked since its inception in 2012 and focuses on investments in biotechnology and medical technology companies in China and the United States. Before joining Decheng, Mr. Tong was a Principal at Bay City Capital, a life sciences investment firm, and a member of the healthcare investment banking division at Morgan Stanley. Mr. Tong has served on the board of publicly-traded company Aardvark Therapeutics, Inc. since May 2024. He also serves on the board of directors of multiple privately held biotechnology and biopharmaceutical companies including Cellares Corp., Harton Therapeutics, Hummingbird Bioscience, LevitasBio, Baylor Genetics, Take2 and Watchmaker Genomics. Mr. Tong holds a B.A. in Molecular and Cell Biology and B.S. in Business Administration from University of California, Berkeley. Mr. Tong’s investment and board experience in the biopharmaceutical industry contributed to our Board’s conclusion that he should serve as a director of our Company. |

  9. Class III Directors Continuing in Office Until Our 2027 Annual Meeting

    Class III Directors Continuing in Office Until Our 2027 Annual Meeting

  10. Class III Directors Continuing in Office Until Our 2027 Annual Meeting

    | SUSAN GRAF Director | Director Since: 2023 Age: 53 | Committee Memberships: • Audit Committee (Chair) • Nominating and Corporate Governance Committee | | | Susan Graf, R.Ph., M.B.A., has served as a member of our Board since November 2023. Ms. Graf has served as a Senior Advisor and Entrepreneur in Residence at Locust Walk Partners, LLC, a global life science transaction firm, since May 2021. Ms. Graf previously served as Chief Executive Officer of biotechnology company Akamara Therapeutics from August 2019 to May 2021. Prior to Akamara Therapeutics, Ms. Graf was Chief Business Officer at Epizyme, a biopharmaceutical company, from April 2016 to September 2018, where she also served as Principal Financial Officer from August 2017 to September 2018. Prior to Epizyme, Ms. Graf held the position of Vice President, Corporate Development and Strategy for NPS Pharma before it was acquired by Shire in 2015. Earlier in her career, Ms. Graf spent nearly 18 years at Roche in a number of leadership and executive positions. Ms. Graf chaired the audit committee of Finch Therapeutics, a publicly-traded microbiome therapeutics company, from April 2021 through March 2024 and served as Board Chair from April 2022 through March 2024. Since November 2024 Ms. Graf has also chaired the audit committee of Aardvark Therapeutics (Nasdaq: AARD), a publicly-traded metabolic disease company, and since December 2021 she has served on the board of directors of Kaléo, a privately held pharmaceutical company. Ms. Graf has an M.B.A. from the Stern School of Business at New York University and a B.Pharm. from Purdue University. Ms. Graf’s extensive experience in the life sciences industry and her financial expertise contributed to our Board’s conclusion that she should serve as a director of our Company. | | | BRIAN LIU Director | Director Since: 2022 Age: 37 | Committee Memberships: • Audit Committee • Compensation Committee | | | Brian Liu, M.D. has served as a member of our Board since September 2022. Dr. Liu serves as Managing Member at Seven Fleet Capital since May 2025. Dr. Liu is a Managing Director at Longitude Capital Management Co., LLC (“Longitude Capital”), a healthcare venture capital firm, where he has been employed since 2018. Prior to joining Longitude Capital, Dr. Liu was an Engagement Manager in the pharmaceuticals practice | |

  11. Class III Directors Continuing in Office Until Our 2027 Annual Meeting

    | of McKinsey & Company from January 2016 to July 2018. Dr. Liu has served on the board of directors of Alentis Therapeutics AG since November 2024, Helicore Biopharma, Inc. since January 2024, and Lassen Therapeutics, Inc. since August 2023. He has also served as a board observer at Quanta Therapeutics Inc. since October 2020. He previously served as a board observer at Endeavor Biomedicines Inc., Inflazome Ltd. (acquired by Roche Holding AG), Rivus Pharmaceuticals, Inc., Talaris Therapeutics, Inc., Vera Therapeutics, Inc., and Zenas Biopharma, Inc. Dr. Liu holds an M.D. from Stanford University School of Medicine and a B.S. in Biomedical Engineering from Johns Hopkins University. Dr. Liu’s investment experience in the pharmaceutical industry and prior board experience contributed to our Board’s conclusion that he should serve as a director of our Company. |

  12. Class I Directors Continuing in Office Until Our 2028 Annual Meeting

    Class I Directors Continuing in Office Until Our 2028 Annual Meeting

  13. Class I Directors Continuing in Office Until Our 2028 Annual Meeting

    | ARTHUR KUAN Chairman and Chief Executive Officer | Director Since: 2017 Age: 35 | Committee Memberships: None | | | Arthur Kuan has served as our Chief Executive Officer and as a member of our Board since our inception in 2017, and as Chairman since December 2023. As a Founding Member of Ally Bridge Group, a global healthcare-focused investment platform, Mr. Kuan played a role in managing the fund’s portfolio companies from January 2013 to July 2015. Mr. Kuan also served on the IP Commercialization Strategy Committee at Moffitt Cancer Center from November 2017 to January 2024. Previously, Mr. Kuan was a member of Themes Investment Partners, a Private Equity fund based in Hong Kong, where he played a central role in coordinating cross-border technology transfer and regulatory submissions for portfolio companies. Mr. Kuan began his career in an operational role at Dinova Capital, a Shanghai-based, medical technology incubator fund, evaluating medical device investment opportunities. Mr. Kuan has served on the board of directors of Chunghwa Chemical Synthesis & Biotech (TPEX: 1762), a Taiwanese manufacturer and distributor of chemical synthetic products and biotechnology products, since 2022, where he serves on its compensation committee and audit committee. From 2016 to 2023, he served on the board of directors of Allied Industrial Corp., Ltd. (TPEX: 4702), a leading supplier of disperse dyestuff. Mr. Kuan received his M.S. in Biotechnology from Johns Hopkins University and his B.A. in Biology from University of Pennsylvania. Mr. Kuan’s knowledge of our business and experience investing in a number of biopharmaceutical companies contributed to our Board’s conclusion that he should serve as a director of our Company. | | | JAMES J. MULÉ Director | Director Since: 2018 Age: 73 | Committee Memberships: None | | | James J. Mulé, Ph.D. has served as a member of our board of directors since 2018. Dr. Mulé has served as Associate Center Director for Translational Science and the Michael McGillicuddy (U.S. Senator Connie Mack (ret.) & Family) Endowed Chair for Melanoma Research and Treatment and is the Associate Center Director of the Moffitt Cancer Center, Tampa, Florida, where he has served as a Director since 2003. Since 1993, Dr. Mulé has served multiple tenures as a special government employee to the Food and Drug Administration (“FDA”) at the Center for Drug Evaluation and Research and at the Center for Biologics Evaluation and Research and to the National Cancer Institute (“NCI”). Dr. | |

  14. Class I Directors Continuing in Office Until Our 2028 Annual Meeting

    | | Mulé also served on the board of directors of publicly-traded company Fulgent Genetics, Inc. (Nasdaq: FLGT) from 2016 to 2020. Dr. Mulé serves on the advisory boards of numerous biotechnology companies, pharmaceutical companies, NCI-designated cancer centers and investment funds, including Buffett Cancer Center, Omaha; Masonic Cancer Center, Minneapolis; Affyimmune Therapeutics; Aleta Biotherapeutics; OncoPep; Turnstone Biologics; UbiVac; Vault Pharma; Vycellix; and Noble Life Science Partners. Dr. Mulé holds an Interdisciplinary Ph.D. in Tumor Immunology, Immunocytology, and Immunopathology from University of Washington and Fred Hutchinson Cancer Research Center, Seattle, Washington, a M.S. in Cellular Immunology from University of Washington School of Medicine and a B.A. from New Jersey City University. Dr. Mulé received his formal postgraduate training at the Surgery Branch, Division of Cancer Treatment, NCI, National Institutes of Health (“NIH”), Bethesda, Maryland. Dr. Mulé has held tenured senior positions at the NCI/NIH and the University of Michigan, Ann Arbor. Dr. Mulé’s extensive regulatory, basic translational, and clinical research as well as administration leadership experience in both non-profit and for-profit entities and the biopharmaceutical industry contributed to our Board’s conclusion that he should serve as a director of our Company. | | | LEONARD POST | Director Since: 2018 Age: 73 | Committee Memberships: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | | Lead Independent Director | Leonard Post, Ph.D. has served as a member of our Board since 2018 and as our lead independent director since 2024. Dr. Post has over three decades of pharmaceutical R&D experience. From July 2016 to January 2024, Dr. Post served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway, and from October 2018 to January 2024 served as Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology. From February 2010 until June 2016, Dr. Post worked at BioMarin, in various positions including Chief Scientific Officer. During that time, he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A. Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals. Dr. Post is also currently an advisor to Canaan Partners. Dr. Post has served on the board of directors of publicly-traded biopharmaceutical company uniQure N.V. (Nasdaq: QURE) since June 2020, where he serves as chair of its research and development committee, and privately-held companies, Orphagen Pharmaceuticals, Inc., Fedora Pharma, Inc., ImmvirX, ML Biosolutions, Grace Science LLC and Acelink Therapeutics. Dr. Post also previously served on the board of directors of publicly-traded Fulgent Genetics, Inc. (Nasdaq: FLGT) from August 2022 to October 2022. Dr. Post is a virologist by training and did early work on engineering of herpes simplex virus as a postdoctoral fellow. He has a Bachelor of Science degree in Chemistry from University of Michigan, and a Ph.D. in Biochemistry from University of Wisconsin. Dr. Post’s extensive experience in the biotechnology industry, and specifically in oncolytic viruses, contributed to our Board’s conclusion that he should serve as a director of our Company. | |

  15. Executive Summary and 2025 Financial & Business Highlights

    | Element of Compensation | Objectives | Governance and Process | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Reviewed annually and determined based on multiple factors (including individual performance and the overall performance of our Company) and by reference, in part, to market data discussed with the Compensation Committee. | | Annual Bonus Plan (at-risk cash) | Motivates and rewards for the achievement of key annual corporate goals. | Target bonus opportunities are generally reviewed annually and determined based upon positions that have similar impact on the organization as well as market data. Actual bonus amounts are dependent upon the achievement of specific pre-established corporate objectives approved by the Compensation Committee no later than the beginning of the year. Actual bonus amounts are determined at the end of the year following a review by the Compensation Committee and the Board. | | Long-Term Incentive Plan: Stock Options (vesting over 4 years) (long term at-risk equity) | Motivates and rewards for long-term Company performance and aligns executives’ interests with stockholder interests and changes in stockholder value. | Annual stock option awards are reviewed annually and the Compensation Committee reviews various factors in determining awards (such as individual performance, overall Company performance, share usage/dilution levels, executive’s unvested equity, and market practice). |

  16. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained Pay Governance as its compensation consultant. During fiscal year 2025, Pay Governance provided the following services, as directed by the Compensation Committee: • Developed and recommended the 2025 peer group used as one input in the calibration of compensation practices for the Named Executive Officers and Board compensation and practices. • Reviewed and assessed our compensation practices and the cash and equity levels of our executive officers. • Reviewed and assessed our annual cash performance bonus program, including the payout levels. • Reviewed and assessed our equity compensation programs and conducted equity burn rate and overhang analyses. • Conducted a review of our non-employee director compensation policies and practices. The Compensation Committee has analyzed whether the work of Pay Governance as compensation consultant raises any conflict of interest, considering relevant factors in accordance with SEC rules and Nasdaq listing standards. Based on its analysis, our Compensation Committee determined that the work of Pay Governance and the individual compensation advisors employed by Pay Governance does not create any conflict of interest pursuant to the SEC rules and Nasdaq listing standards.

  17. Compensation Peer Group

    Compensation Peer Group Pay Governance proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers based on our Company’s therapeutic focus areas, phase of clinical studies, market capitalization, total stockholder performance, and employee headcount, as well as other factors. In September 2024, the Compensation Committee reviewed and approved 17 companies to be used for understanding competitive executive compensation levels, as one of many reference points used to inform executive officer pay decisions for fiscal year 2025. The peer group with respect to fiscal year 2025 was as follows:

  18. Compensation Peer Group

    | Agios (AGIO) | Arrowhead (ARWR) | IDEAYA (IDYA) | Iovance (IOVA) | | Akero (AKRO) | Arvinas (ARVN) | ImmunityBio (IBRX) | Neumora (NMRA) | | Arcellx (ACLX) | Denali (DNLI) | Immunovant (IMVT) | Syndax (SNDX) | | Arcus (RCUS) | Geron (GERN) | Intellia (NTLA) | Vera (VERA) |

  19. Factors used in Determining Executive Compensation

    Factors used in Determining Executive Compensation Our Compensation Committee sets the compensation of our Named Executive Officers at levels it determines to be appropriate for each Named Executive Officer, using its professional experience, judgment, and market data. Pay decisions are not made using a formulaic approach or benchmark. Instead, the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below: our performance during the year, based on business and corporate goals and priorities established by the Chief Executive Officer and the Board; • each Named Executive Officer’s individual performance, scope of job function and the critical skill set of the Named Executive Officer to the Company’s future performance; • each executive officer’s skills, experience and qualifications relative to other similarly situated executives at the companies in our compensation peer group; • the performance of each Named Executive Officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team; • compensation parity among our executive officers; • our need to motivate and retain our executive team in a highly competitive industry; • the compensation practices of our compensation peer group; • our Chief Executive Officer’s recommendations with respect to the compensation of our other executive officers; and • recommendations from our independent compensation consultant on compensation policy determinations for the Named Executive Officer group. The factors above provide the framework for compensation decisions for each of our executive officers, including our Named Executive Officers. The Compensation Committee and the Board, as applicable, do not assign relative weights or rankings to these factors, and do not consider any single factor as determinative in the compensation of our executive officers.

  20. Annual Bonus Plan

    Annual Bonus Plan In addition to base salaries, our Named Executive Officers are eligible to receive performance-based cash incentive compensation, which is designed to provide appropriate incentives to our executives to achieve pre-established annual corporate goals and reward our executives for achieving those goals. The annual performance-based bonus each Named Executive Officer is eligible to receive is based on the extent to which we achieve the pre-established corporate goals that our Board or our Compensation Committee establishes prior to each year. At the end of the year, our Compensation Committee reviews our performance against each pre-established corporate goal and determines the extent to which we achieved each of our corporate goals. For fiscal year 2025, the annual performance bonus consisted of select corporate goals established by the Compensation Committee, with each initiative assigned a specific weighting toward the overall annual bonus determination as set forth below. In December 2025, the Compensation Committee evaluated Company performance against each corporate goal, assessed the overall achievement of the goals, as set forth below, and determined to pay at 100% of target level for the Company performance component out of a maximum payout opportunity of 120% in 2025.

  21. Annual Bonus Plan

    | Corporate Goals | Weighting | Payout as % of Weighted Target | | BLA Readiness and Submission | 50% | 45% | | Commercial Readiness • Build Commercial Infrastructure and Capabilities to Enable Launch Readiness • Enhance Profile of Cretostimogene and NMIBC through Engagement with Scientific Community | 25% | 25% | | Indication Expansion • Expand Development of Cretostimogene in Intermediate-Risk NMIBC with PIVOT-006 • Expand Development of Cretostimogene in BCG-naïve, Exposed and Unresponsive | 25% | 30% | | Total | 100% | 100% |

  22. Annual Bonus Plan

    For fiscal year 2025, Messrs. Kuan and Bellete were eligible to earn target annual bonuses equal to 60% and 50% of their respective base salaries. Dr. Kasturi and Mr. Patterson were each eligible to earn a target annual bonus equal to 45% of base salary, while Mr. DeTore was not eligible for an annual bonus for fiscal year 2025. For Messrs. Bellete and Patterson and Dr. Kasturi, 90% of the target bonus opportunity was based on the achievement of corporate goals and 10% was based on individual performance. For Mr. Kuan, 100% of the target bonus opportunity was based on the achievement of corporate goals. Ms. Roche and Mr. Lapetina, each of whom resigned effective prior to the end of fiscal 2025, did not receive a fiscal 2025 annual bonus in connection with their respective voluntary resignation. Mr. DeTore, who was appointed interim principal financial and accounting officer on November 17, 2025, under a short‑term consulting agreement, was not eligible for a fiscal 2025 annual bonus.

  23. Performance Achievement

    | Executive | Corporate Goals Achievement | Individual Performance Achievement | Total Bonus | | Arthur Kuan | 100% | -- | $414,000 | | Ambaw Bellete | 100% | 100% | $268,971 | | Vijay Kasturi | 100% | 100% | $226,319 | | Joshua Patterson | 100% | 100% | $207,685 |

  24. Long-Term Incentive Plan

    Long-Term Incentive Plan We have adopted the CG Oncology, Inc. 2024 Incentive Award Plan (the “2024 Plan”) to enhance the Company’s ability to attract, retain and motivate persons who make (or who are expected to make) important contributions to the Company by providing equity ownership. We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the long-term interests of our executive officers with the financial interests of our stockholders. The Compensation Committee believes that stock options are inherently performance-based and automatically link executive pay to stockholder return, as the value realized, if any, from an award of share options is dependent upon the future appreciation of our share price. Regardless of the reported value in the Summary Compensation Table, our Named Executive Officers will only receive value from their share option awards if the market price of our stock increases above the market price of our stock at the time of grant and remains above such price as the share options continue to vest. The Compensation Committee also regularly reviews the Company’s long-term incentive structure, share usage/dilution levels and equity pool capacity in light of the Company’s annual share usage required to attract, retain and motivate talent, as well as market practice. As part of this review, the Compensation Committee evaluates annual equity burn rate/dilution levels and projected share needs for future grants. In 2025, only options were granted, except for one performance stock unit award granted to our Chief Executive Officer which further helped align his equity award with key BLA milestone objectives. In August 2023, the Compensation Committee approved stock option grants to certain employees, including Dr. Kasturi, that vest upon the achievement of key BLA milestone objectives and the recipient’s continued employment with the Company through such date. Such BLA milestone objectives were achieved in 2025, and Dr. Kasturi's stock option award vested in accordance with its terms. The value of equity awards granted to our executive officers, including our Named Executive Officers, is determined by the Compensation Committee based on multiple factors, as described in “Factors used in Determining Executive Compensation” above. These factors include market data from our compensation peer group, each individual’s performance in the prior year, and each individual’s expected future contributions to the Company. At the beginning of each year, the Compensation Committee evaluates these factors and determines the size of the annual equity awards it deems reasonable and appropriate to support the Company’s long-term objectives and align executive interests with stockholder value creation. Stock Option Awards For fiscal year 2025, the following grants were made to the below Named Executive Officers in the amounts identified in the table below. Mr. DeTore, who was appointed interim principal financial and accounting officer on November 17, 2025 under a short‑term consulting agreement, did not receive an equity grant for fiscal year 2025. The Compensation Committee approved intended stock option award values for the executive officers and the number of shares subject to each award was determined by dividing the approved dollar value by the 30-day VWAP Black‑Scholes fair value per option immediately prior to the grant date.

  25. Long-Term Incentive Plan

    | Executive | Target Stock Option Value | Stock Option Grant (# shares)(1) | | Arthur Kuan | $8,800,000 | 527,660 | | Robert Lapetina(2) | $360,000 | 21,586 | | Corleen Roche(3) | $2,400,000 | 143,907 | | Ambaw Bellete | $4,750,000 | 284,816 | | Vijay Kasturi | $3,400,000 | 203,868 | | Joshua Patterson | $2,000,000 | 119,922 |

  26. Long-Term Incentive Plan

    (1) All options were granted on April 15, 2025 with exercise prices equal to the fair market value of our stock on that date. (2) Mr. Lapetina was not an executive officer at the time of the pay decisions when his 2025 option award was granted. (3) The unvested portion of Ms. Roche’s award was forfeited in connection with the termination of her employment. Performance Stock Unit Award The Compensation Committee approved a performance stock unit (“PSU”) as part of Mr. Kuan’s annual award for 94,624 shares of our common stock under our 2024 Plan. The PSU award vests subject to Mr. Kuan’s continued service to the Company through achievement of certain FDA regulatory milestones. At the time of grant, the Compensation Committee considered the applicable operational milestones to be rigorous and achievement to be uncertain, reflecting the inherent regulatory risks associated with the BLA review process, and structured the award accordingly to ensure that any value realized by Mr. Kuan would be commensurate with meaningful advancement of the Company’s regulatory approval and commercialization objectives.

  27. Other Elements of Compensation

    Other Elements of Compensation Employment Agreements We have entered into employment agreements with each of our Named Executive Officers upon their commencement of employment with us. Each of these agreements establishes the Named Executive Officer’s starting base salary, initial target annual bonus opportunity, and initial equity grant. Effective January 2025, we entered into Amended and Restated Employment Agreements with Messrs. Kuan, Bellete, and Patterson, Dr. Kasturi, and Ms. Roche. Mr. DeTore who served in the principal financial officer role on an interim basis in fiscal year 2025 provided services under a short‑term consulting agreement entered into with the Company. Effective April 2026, we entered into an employment agreement with Mr. DeTore. These agreements, as amended or amended and restated, and agreement with Mr. Lapetina, are summarized below under “—Employment Arrangements with Named Executive Officers.” Severance and Change‑in‑Control Protections We provide each of our current Named Executive Officers with certain severance and change in control protections in their employment agreements, in each case, as applicable, as amended in 2025. A more detailed description of these arrangements is provided in the section titled “—Potential Payments upon Termination or Change of Control.” Our Compensation Committee believes severance benefits are important from a retention perspective to provide some level of protection to our executives who might be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of key executive officers that may occur in connection with a potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. However, we do not have any agreements with our Named Executive Officers guaranteeing any tax gross-up payments on severance or change in control benefits for excise taxes. Health and Welfare Benefits; Perquisites All of our current Named Executive Officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability, and life insurance plans, in each case on the same basis as all of our other employees with the exception of certain enhanced health, life and long-term disability benefits available only to employees at or above the vice president level. We generally do not provide perquisites or personal benefits to our Named Executive Officers, except in limited circumstances. 401(k) Plan Our Named Executive Officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the "Code"). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Under the 401(k) plan, we provide matching contributions equal to 100% of the first 4% of eligible compensation deferred by our employees, not to exceed 1% of an employee’s eligible compensation.

  28. Code Section 280G

    Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including share options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our Named Executive Officers, the Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent, and the Compensation Committee may make a cash payment to gross an individual up for such excises taxes if in its judgment it determines that to be appropriate in the circumstances of any contemplated transaction.

  29. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our share-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their share-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of share options under our equity incentive award plans are accounted for under ASC Topic 718. The Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  30. Summary Compensation Table

    Summary Compensation Table The following table shows for the fiscal years indicated, the compensation awarded to or paid to, or earned by, the Company’s Named Executive Officers.

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (6) | Bonus ($) (4) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (5) | Total ($) | | Arthur Kuan, Chief Executive Officer | 2025 | 690,000 | — | 3,451,884 | 7,350,515 | 414,000 | 22,002 | 11,928,401 | | | 2024 | 653,485 | — | — | 10,135,228 | 382,594 | 1,486 | 11,172,793 | | | 2023 | 449,000 | — | — | 3,293,022 | 189,000 | 2,974 | 3,933,996 | | Jim DeTore, Chief Financial Officer | 2025 | 96,000 | — | — | — | — | — | 96,000 | | Ambaw Bellete, President and Chief Operating Officer | 2025 | 537,941 | — | — | 3,967,601 | 268,971 | 40,879 | 4,815,391 | | | 2024 | 511,935 | — | — | 4,471,424 | 242,996 | 15,036 | 5,241,391 | | | 2023 | 322,000 | 189,500 | — | 1,967,465 | 180,600 | 369,970 | 3,029,535 | | Vijay Kasturi, Chief Medical Officer (7) | 2025 | 502,932 | — | — | 2,839,963 | 226,319 | 30,732 | 3,599,947 | | Joshua F. Patterson, General Counsel, Chief Compliance Officer, and Secretary (8) | 2025 | 461,523 | — | — | 1,670,561 | 207,685 | 24,611 | 2,364,380 | | Corleen Roche, Prior Chief Financial Officer (9) | 2025 | 288,890 | — | — | 2,004,682 | — | 28,727 | 2,322,299 | | | 2024 | 446,357 | 31,500 | — | 9,157,973 | 196,360 | 13,610 | 9,845,800 | | Robert Lapetina (Prior Interim Principal Financial and Accounting Officer) (10) | 2025 | 310,224 | 2,250 | — | 300,702 | — | 32,121 | 645,297 |

  32. Summary Compensation Table

    (1) The amount reported here does not reflect the actual economic value realized by our Named Executive Officer. In accordance with SEC rules, this column represents the grant date fair value of the PSU award based on the probable outcome of the performance conditions, with a grant date of September 18, 2025, calculated in accordance with ASC 718. The PSU award has two FDA regulatory milestones. If neither is achieved, no shares will be delivered to Mr. Kuan; if only the first milestone is achieved, 20% of the shares will be delivered to Mr. Kuan; if the second milestones is achieved, the remaining 80% of the shares subject to the award will be delivered to Mr. Kuan. The maximum outcome for the PSU award has the same value as the grant date fair value of the PSU award based on such probable outcome of the performance conditions. Assumptions used in the calculation of the grant date fair value of the PSU award are set forth in Note 12, “Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) The amounts reported here do not reflect the actual economic value realized by our Named Executive Officers. In accordance with SEC rules, this column represents the grant date fair value of stock option awards, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock option awards are set forth in Note 12, “Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) This column reflects the amount of performance-based incentive compensation earned by our Named Executive Officers for the periods presented. (4) The amount reported for Mr. Lapetina for fiscal year 2025 reflects a one-time employee referral bonus of $2,250. (5) Payments to our Named Executive Officers included in the “All Other Compensation” column for 2025 include the following: (i) for Mr. Kuan (a) cellphone stipend, cancer screening, Company-paid premiums for long-term disability insurance and short-term disability insurance, (b) executive healthcare benefits of $14,920, and (c) life insurance premiums for employee benefit, (ii) for Mr. Bellete (a) cellphone stipend, cancer screening, Company-paid premiums for long-term disability insurance and short-term disability insurance, (b) executive healthcare benefits of $14,920, (c) life insurance premiums for employee benefit and (d) 401(k) matching contributions of $14,000, (iii) for Dr. Kasturi (a) cellphone stipend, cancer screening, Company-paid premiums for long-term disability insurance and short-term disability insurance, (b) executive healthcare benefits of $14,920, (c) life insurance premiums for employee benefit , and (d) 401(k) matching contributions of $3,209, (iv) for Mr. Patterson (a) cellphone stipend, Company-paid premiums for long-term disability insurance and short-term disability insurance, (b) executive healthcare benefits of $14,920, and (c) life insurance premiums for employee benefit, (v) for Ms. Roche (a) cellphone stipend, cancer screening, Company-paid premiums for long-term disability insurance and short-term disability insurance, (b) executive healthcare benefits of $6,704, (c) life insurance premiums for employee benefit and (d) 401(k) matching contributions of $14,000 and (vi) for Mr. Lapetina (a) cellphone stipend, cancer screening, Company-paid premiums for long-term disability insurance and short-term disability insurance, (b) executive healthcare benefits of $13,604, (c) life insurance premiums for employee benefit and (d) 401(k) matching contributions of $12,201. (6) Effective April 13, 2026, Mr. DeTore was appointed as our Chief Executive Officer and entered into an employment agreement with us. See “—Employment Arrangements with Named Executive Officers” for more information about his employment agreement. In 2025, Mr. DeTore provided services to the Company pursuant to a consulting agreement with Monomoy Advisors, LLC dated November 14, 2025 (the “Monomoy Consulting Agreement”). The compensation reflected as paid to Mr. DeTore reflects the amount of consulting fees paid pursuant to the Monomoy Consulting Agreement during 2025. The 2025 annual base salary for Ms. Roche reflects the amount paid for her partial year of service. The 2025 annual base salary for Mr. Lapetina reflects the amount paid for his partial year of service. (7) Dr. Kasturi has served as our Chief Medical Officer since August 2023. Because Dr. Kasturi is a Named Executive Officer for the first time, SEC rules do not require his compensation for 2023 and 2024 to be reported. (8) Mr. Patterson has served as our General Counsel, Chief Compliance Officer and Secretary since May 2024. Because Mr. Patterson is a Named Executive Officer for the first time, SEC rules do not require his compensation for 2024 to be reported. (9) Ms. Roche previously served as our Chief Financial Officer from January 2024 through August 2025. (10) Mr. Lapetina previously served as our Interim Principal Financial and Accounting Officer from August 2025 through November 2025. Because Mr. Lapetina is a Named Executive Officer for the first time, SEC rules do not require his compensation for 2023 and 2024 to be reported.

  33. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  34. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Award Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Arthur Kuan | — | Annual Cash Incentive | 331,200 | 414,000 | 496,800 | — | — | — | — | — | — | — | | | 4/15/2025 | Options | — | — | — | — | — | — | — | 527,660 | 20.11 | 7,350,515 | | | 9/25/2025 | PSU | — | — | — | 18,925 | 94,624 | 94,624 | — | — | — | 3,451,884 | | Jim DeTore | — | — | — | — | — | — | — | — | — | — | — | — | | Ambaw Bellete | — | Annual Cash Incentive | 215,177 | 268,971 | 322,765 | — | — | — | — | — | — | — | | | 4/15/2025 | Options | — | — | — | — | — | — | — | 284,816 | 20.11 | 3,967,601 | | Vijay Kasturi | — | Annual Cash Incentive | 181,056 | 226,319 | 271,583 | — | — | — | — | — | — | — | | | 4/15/2025 | Options | — | | | — | — | — | — | 203,868 | 20.11 | 2,839,963 |

  35. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Award Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Joshua F. Patterson | — | Annual Cash Incentive | 166,149 | 207,685 | 249,222 | — | — | — | — | — | — | — | | | 4/15/2025 | Options | — | — | — | — | — | — | — | 119,922 | 20.11 | 1,670,561 | | Corleen Roche | 4/15/2025 | Options | — | — | — | — | — | — | — | 143,907 | 20.11 | 2,004,682 | | Robert Lapetina | 4/15/2025 | Options | — | — | — | — | — | — | — | 21,586 | 20.11 | 300,702 |

  36. Grants of Plan-Based Awards in 2025

    Amounts reported represent the potential short-term cash incentive compensation payable under our annual performance bonus plan for 2025. The amounts reported represent each NEO’s threshold, target and maximum possible payments under our annual performance bonus plan for 2025, which is equal to 80%, 100% and 120%, respectively, of each NEO’s target annual bonus, as described in the section titled “—Annual Bonus Plan” above. The actual annual bonus amount earned by each NEO for 2025 is reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. Ms. Roche and Mr. Lapetina, each of whom resigned effective prior to the end of fiscal 2025, did not receive a bonus under the annual bonus plan for 2025 in connection with their respective voluntary resignation. Mr. DeTore, who was appointed interim principal financial and accounting officer on November 17, 2025, under a short‑term consulting agreement, was not eligible for a bonus under the annual bonus plan. (2) This column shows the threshold, target and maximum payouts for PSU award. The “Threshold” column reflects the total number of shares of our common stock that would be delivered to Mr. Kuan if only the first FDA regulatory milestone is achieved. The “Target” column reflects the total number of shares of our common stock that would be delivered to Mr. Kuan if both FDA regulatory milestones are achieved. If neither FDA regulatory milestone is achieved, Mr. Kuan will not receive any shares of our common stock under the award. In no event will Mr. Kuan be entitled to receive a number of shares of our common stock that, in the aggregate, exceeds the number of shares in the “Target” column; accordingly, the “Maximum” column reflects the same number of shares as in the “Target” column. (3) Amounts represent the grant date fair value of stock option awards and a PSU award granted to our Named Executive Officers during 2025, computed in accordance with ASC Topic 718 (and, in the case of the PSU award, based on the probable outcome of the performance conditions). Assumptions used in the calculation of these amounts are included in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the Named Executive Officers.

  37. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Arthur Kuan and Ambaw Bellete Messrs. Kuan and Bellete’s Amended Employment Agreements provide for severance benefits for certain terminations that arise during and outside of a change in control period (as defined below). Upon a termination without cause outside of the period commencing upon a change in control and continuing until 18 months after such change in control (such period, the change in control period), Messrs. Kuan and Bellete are entitled to (1) an amount in cash equal to 1.5 their annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Messrs. Kuan and Bellete and their respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 18 months from the date of their termination of employment, and (3) an amount in cash equal to their target annual bonus, prorated for the portion of the year that elapsed prior to the date of their termination of employment, payable in a lump sum. Additionally, upon a termination without cause occurring outside of the change in control period, Mr. Bellete is entitled to outplacement services for 18 months, up to a maximum cost of $20,000. In addition, except with respect to Mr. Bellete’s option award of 432,311 shares granted on June 14, 2023 (the Bellete Initial Option), upon a termination without cause outside of the change in control period, Messrs. Kuan and Bellete are entitled to accelerated vesting of the unvested portion of Company equity awards that would have vested during the 18 months following the date of their termination of employment had they continued in employment during such period; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. With respect to the Bellete Initial Option, Mr. Bellete is entitled to the following: (1) if the termination without cause occurs after the first anniversary of Mr. Bellete’s start date but prior to the second anniversary of his start date, accelerated vesting of the portion of the Bellete Initial Option that would have vested during the 18 months following the date of such termination had he continued in employment during such period, and (2) if such termination occurs after the second anniversary of Mr. Bellete’s start date, accelerated vesting of any unvested portion of the Bellete Initial Option. Upon a termination without cause or a resignation for good reason within the change in control period, Messrs. Kuan and Bellete are entitled to (1) an amount in cash equal to 2.0 times their respective annual base salaries, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Messrs. Kuan and Bellete and their respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 24 months from the date of their termination of employment, (3) an amount in cash equal to their target annual bonus, payable in a lump sum, and (4) full accelerated vesting of all unvested Company equity awards; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. In addition, upon a termination without cause or a resignation for good reason within the change in control period, Mr. Bellete is entitled to outplacement services for 24 months, up to a maximum cost of $20,000. Jim DeTore Mr. DeTore’s Employment Agreement provides for severance benefits for certain terminations that arise during and outside of a change in control period. Upon a termination without cause outside of the change in control period, Mr. DeTore is entitled to (1) an amount in cash equal to his annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Mr. DeTore and his respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 12 months from the date of his termination of employment, (3) an amount in cash equal to his target annual bonus, prorated for the portion of the year that elapsed prior to the date of his termination of employment, payable in a lump sum, and (4) acceleration of unvested equity awards as would have vested had Mr. DeTore remained in service for 12 months following his termination of employment. Upon a termination without cause or a resignation for good reason within the change in control period, Mr. DeTore is entitled to (1) an amount in cash equal to 1.5 times his annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Mr. DeTore and his respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 18 months from the date of his termination of employment, (3) an amount in cash equal to his target annual bonus, payable in a lump sum, and (4) full accelerated vesting of all unvested Company equity awards; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. Mr. DeTore’s prior Consulting Agreement did not provide for severance benefits and benefits in connection with a change in control. Vijay Kasturi Dr. Kasturi’s Amended Employment Agreement provides for severance benefits for certain terminations that arise during and outside of a change in control period. Upon a termination without cause outside of the change in control period, Dr. Kasturi is entitled to (1) an amount in cash equal his annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Dr. Kasturi and his respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 12 months from the date of his termination of employment, and (3) an amount in cash equal to his target annual bonus, prorated for the portion of the year that elapsed prior to the date of his termination of employment, payable in a lump sum, and (4) acceleration of unvested equity awards as would have vested had Dr. Kasturi remained in service for 12 months following his termination of employment. Upon a termination without cause or a resignation for good reason within the change in control period, Dr. Kasturi is entitled to (1) an amount in cash equal to 1.5 times his respective annual base salaries, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Dr. Kasturi and his respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 18 months from the date of his termination of employment, (3) an amount in cash equal to his target annual bonus, payable in a lump sum, and (4) full accelerated vesting of all unvested Company equity awards; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. Joshua Patterson Mr. Patterson’s Amended Employment Agreement provides for severance benefits for certain terminations that arise during and outside of a change in control period. Upon a termination without cause outside of the change in control period, Mr. Patterson is entitled to (1) an amount in cash equal to his annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Mr. Patterson and his respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements,

  38. Potential Payments upon Termination or Change in Control

    for a maximum period of up to 12 months from the date of his termination of employment, (3) an amount in cash equal to his target annual bonus, prorated for the portion of the year that elapsed prior to the date of their termination of employment, payable in a lump sum, and (4) acceleration of unvested equity awards as would have vested had Mr. Patterson remained in service for 12 months following his termination of employment Upon a termination without cause or a resignation for good reason within the change in control period, Mr. Patterson is entitled to (1) an amount in cash equal to 1.5 times his respective annual base salaries, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Mr. Patterson and his respective eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 18 months from the date of his termination of employment, (3) an amount in cash equal to his target annual bonus, payable in a lump sum, and (4) full accelerated vesting of all unvested Company equity awards; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. Corleen Roche Ms. Roche’s Amended Employment Agreement provided for severance benefits for certain terminations that arise during and outside of a change in control period. Upon a termination without cause outside of the change in control period, Ms. Roche was entitled to (1) an amount in cash equal to her annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Ms. Roche and her respective eligible dependents, or if COBRA was not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 12 months from the date of her termination of employment, (3) an amount in cash equal to her target annual bonus, prorated for the portion of the year that elapsed prior to the date of her termination of employment, payable in a lump sum, and (4) accelerated vesting of the unvested portion of Company equity awards that would have vested during the 12 months following the date of Ms. Roche’s termination of employment had she continued in employment with the Company during such period; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. Upon a termination without cause or a resignation for good reason within the change in control period, Ms. Roche would have been entitled to (1) an amount in cash equal to 1.5 times her annual base salary, payable in a lump sum, (2) payment or reimbursement of the COBRA premiums for Ms. Roche and her respective eligible dependents, or if COBRA was not available under our group health plan, a cash amount equal to such payments or reimbursements, for a maximum period of up to 18 months from the date of her termination of employment, (3) an amount in cash equal to her target annual bonus, payable in a lump sum, and (4) full accelerated vesting of all unvested Company equity awards; provided, however, that any performance-based equity awards shall remain subject to attainment of the relevant performance goals. Robert Lapetina The Lapetina Letter Agreement provided for severance benefits and vesting accelerations for certain terminations that arise during a change in control period. Upon a termination without cause or for good reason during the change in control period, Mr. Lapetina would have been entitled to receive a lump-sum cash payment equal to his then-current base salary (disregarding any reduction in base salary that gives rise to a good reason termination), and if Mr. Lapetina timely elected to continue coverage under COBRA, the Company would have paid the COBRA premiums, necessary to continue Mr. Lapetina’s then-current coverage until the earliest of (A) 9 months, (B) the expiration of Mr. Lapetina’s eligibility for the continuation coverage under COBRA and (C) the date Mr. Lapetina becomes eligible to enroll in a health insurance plan offered by another employer or entity, or if COBRA is not available under our group health plan, a taxable monthly cash amount equal to such payments or reimbursements, for a maximum period of up to the earliest of the dates specified above. In addition, upon a qualifying termination (or, with respect to equity awards not assumed or substituted in the change in control, upon the consummation of the change in control), 100% of any then-unvested portion of Mr. Lapetina’s time-based equity awards would have vested, provided that, with respect to the aforementioned severance benefits, receipt of such benefits was conditioned upon Mr. Lapetina timely executing a separation agreement and general release of claims within 60 days following his qualifying termination. The following tables set forth the potential severance benefits payable to our Named Executive Officers under certain circumstances, assuming such event occurred on December 31, 2025. Ms. Roche terminated employment with the Company in July 2025 and Mr. Lapetina terminated employment with the Company in November 2025, respectively. Because Ms. Roche and Mr. Lapetina voluntarily resigned from their employment with the Company, neither was eligible to receive severance benefits and are therefore excluded from the tables set forth below. Additionally, Mr. DeTore is not entitled to any severance benefits and is, thus, similarly excluded from the tables set forth below.

  39. Potential Payment Upon Termination Table*

    Potential Payment Upon Termination Table*

  40. Potential Payment Upon Termination Table*

    | Name | Severance ($)(1) | Option Awards ($)(2) | PSU Awards(3) | Medical ($)(4) | Total ($) | | Arthur Kuan | 1,449,000 | 23,340,426 | 3,928,788 | 80,186 | 28,798,400 | | Jim DeTore(5) | — | — | — | — | — | | Ambaw Bellete | 1,075,862 | 13,175,911 | — | 82,215 | 14,333,988 | | Vijay Kasturi | 729,251 | 12,264,963 | — | 54,810 | 13,049,025 | | Joshua F. Patterson | 669,208 | 3,149,466 | — | 54,810 | 3,873,484 |

  41. Potential Payment Upon Termination Table*

    * Reflects a termination without cause, or in the case of resignation for good reason, not in connection with a change in control. (1) For the Named Executive Officers other than Mr. Kuan and Mr. Bellete, amount represents a lump sum cash payment equal to 12 months of base salary plus a lump sum cash amount equivalent to the applicable target annual bonus for the year in which involuntary termination occurs. For Mr. Kuan and Mr. Bellete, amount represents a lump sum cash payment equal to 18 months of base salary plus a lump sum cash amount equivalent to the applicable target annual bonus for the year in which involuntary termination occurs. (2) The amounts in this column represent the intrinsic value of "in-the-money" unvested options as of December 31, 2025 that would vest in accordance with the executive officer's employment agreement. Values were derived using the closing price of the Company's common stock on December 31, 2025 of $41.52. (3) The amount reflects the PSU granted in September 2025, fully vested based on the closing price of the Company's common stock as on December 31, 2025 of $41.52. (4) Medical is comprised of health insurance premiums for the period specified in each executive officer's employment agreement. (5) As of December 31, 2025, Mr. DeTore was not entitled to a potential payment upon termination. In April 2026, Mr. DeTore entered into an employment agreement with the Company that provides for payment upon termination, the terms of which are described above.

  42. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

  43. Outstanding Equity Awards at 2025 Year End

    | Name | Grant Date | Vesting Commencement Date | Stock Awards | | | | | | | | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Arthur Kuan | 9/25/25 | — | — | — | 94,624(1) | 785,758(1) | | Jim DeTore | — | — | — | — | — | — | | Ambaw Bellete | — | — | — | — | — | — | | Vijay Kasturi | — | — | — | — | — | — | | Joshua Patterson | — | — | — | — | — | — | | Corleen Roche | — | — | — | — | — | — | | Robert Lapetina | — | — | — | — | — | — |

  44. Outstanding Equity Awards at 2025 Year End

    | Name | Grant Date | Option Awards(2) | | | | | | | | | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price per share ($) | Option expiration date | | Arthur Kuan | 4/19/21(6) | 4/19/21 | 167,483 | — | — | 1.72 | 4/18/31 | | | 10/19/22(6) | 10/19/22 | 213,033 | 85,210(3) | — | 2.29 | 10/18/32 | | | 10/9/23(7) | 10/9/23 | 294,979 | 229,404(3) | — | 6.68 | 10/8/33 | | | 12/13/23(7) | 12/13/23 | 41,973 | 41,928(3) | — | 12.59 | 12/12/33 | | | 10/4/24(8) | 10/4/24 | 116,024 | 281,776(3) | — | 36.63 | 10/4/34 |

  45. Outstanding Equity Awards at 2025 Year End

    | Name | Grant Date | Option Awards(2) | | | | | | | | | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price per share ($) | Option expiration date | | | 4/15/25(8) | 4/15/25 | 87,943 | 439,717(3) | — | 20.11 | 4/14/35 | | Jim DeTore | — | — | — | — | — | — | — | | Ambaw Bellete | 5/26/22(6) | 5/26/22 | 45,886 | 6,552(4) | — | 1.82 | 5/25/32 | | | 6/14/23(7) | 6/14/23 | 319,928 | 171,114(4) | 63,102(4) | 3.72 | 6/13/33 | | | 12/13/23(7) | 12/13/23 | 26,230 | 26,208(3) | — | 12.59 | 12/12/33 | | | 10/4/24(8) | 10/4/24 | 51,187 | 124,313(3) | — | 36.63 | 10/4/34 | | | 4/15/25(8) | 4/15/25 | 47,496 | 237,347(3) | — | 20.11 | 4/14/35 | | Vijay Kasturi | 8/15/23(7) | 8/15/23 | 283,434 | 209,486(4) | — | 5.06 | 8/14/33 | | | 12/13/23(7) | 12/13/23 | 18,370 | 18,336(3) | — | 12.59 | 12/12/33 | | | 10/4/24(8) | 10/4/24 | 38,674 | 93,926(3) | — | 36.63 | 10/3/34 | | | 4/15/25(8) | 4/15/25 | 33,978 | 169,890(3) | — | 20.11 | 4/14/35 | | Joshua Patterson | 5/15/24(8) | 6/1/24 | 37,500 | 62,500(4) | — | 28.01 | 5/14/34 | | | 10/4/24(8) | 10/4/24 | 13,934 | 33,841(3) | — | 36.63 | 10/3/34 | | | 4/15/25(8) | 4/15/25 | 19,987 | 99,935(3) | — | 20.11 | 4/14/35 | | Corleen Roche | — | — | — | — | — | — | — | | Robert Lapetina | 5/15/24(8) | 5/15/24 | 271 | — | — | 28.01 | 5/14/34 | | | 10/4/24(8) | 10/4/24 | 2,534 | — | — | 36.63 | 10/3/34 |

  46. Outstanding Equity Awards at 2025 Year End

    (1) Mr. Kuan received a PSU award for 94,624 shares of common stock. The PSU award has two FDA regulatory milestones. If neither is achieved, no shares will be delivered to Mr. Kuan; if only the first milestone is achieved, 20% of the shares will be delivered to Mr. Kuan; if the second milestones is achieved, the remaining 80% of the shares subject to the award will be delivered to Mr. Kuan. The value of unearned shares reported is based on achieving threshold performance goal, as indicated in the “Grants of Plan-Based Awards in 2025” table above, based on the closing price of the Company's common stock as on December 31, 2025 of $41.52. (2) All of the option awards were granted with a per share exercise price equal to the fair value of one share of our common stock on the date of grant. (3) The options vest in equal monthly installments over a period of four years following the vesting commencement date, subject to executive’s continuous service with us through each such vesting date. The options are subject to accelerated vesting pursuant to the terms described above in the subsection titled “—Employment Arrangements with Our Executive Officers.” (4) The options vest over a period of four years, with 25% of the shares subject to the options vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in equal monthly installments thereafter over the subsequent three-year period, subject to executive’s continuous service with us through each such vesting date. Except for the Bellete Initial Option, the options are subject to accelerated vesting pursuant to the terms described above in the subsection titled “—Employment Arrangements with Our Executive Officers.” (5) The options vest as follows: (i) 16,868 shares vest upon the Company achieving commercial organization readiness by December 31, 2026, as determined by our Board, (ii) 29,365 shares vest upon the approval by the FDA of a BLA with respect to cretostimogene, provided such BLA approval occurs on or before December 31, 2026, and (iii) 16,868 shares vest upon the Company’s achievement of the first successful commercial sale by December 31, 2026. (6) The option was granted pursuant to our 2015 Equity Incentive Plan (“2015 Plan”). (7) The option was granted pursuant to our 2022 Stock Incentive Plan (“2022 Plan”). (8) The option was granted pursuant to our 2024 Plan.

  47. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding stock vested and exercised during the last fiscal year with respect to the Named Executive Officers.

  48. Option Exercises and Stock Vested in 2025

    | Name | Option Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | | | (1) | | Arthur Kuan | — | — | | Jim DeTore | — | — | | Ambaw Bellete | — | — | | Vijay Kasturi | — | — | | Joshua F. Patterson | — | — | | Corleen Roche | 8,994 | 47,758 | | | 5,263 | 36,630 | | | 179,582 | 1,235,996 | | Robert Lapetina | 1,034 | 13,690 | | | 3,147 | 64,812 | | | 3,570 | 43,073 |

  49. Option Exercises and Stock Vested in 2025

    (1) The value realized on exercise is based on the closing price of our common stock on the date of exercise minus the exercise price.

  50. Pay Ratio Disclosure

    Pay Ratio Disclosure The following is a discussion regarding the ratio of the annual total compensation of Mr. Kuan, our Chairman, Chief Executive Officer and principal executive officer, to our median employee’s annual total compensation, for fiscal year 2025. We have opted to identify our median employee for fiscal year 2025 based on our employee population as of December 31, 2025, as described below. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. Because the SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Neither our Compensation Committee nor our management uses our pay ratio to make compensation decisions. For purposes of identifying our “median employee”, we used our full-time employee population as of December 31, 2025. Four employees located in Northern Ireland, England, Taipei, and Canada were excluded from the calculation under the de minimis exception provided in Item 402(u) of Regulation S-K, resulting in a total of 137 U.S. employees, excluding the Chief Executive Officer. To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments, and estimates: We calculated annual total compensation of each employee for fiscal year 2025, excluding Mr. Kuan, as the sum of the (A) annual base salary, (B) target bonus, and (C) estimated accounting value of any equity awards, in each case, granted or paid during fiscal year 2025. We ranked these values from highest to lowest and determined the employee who best represented our median employee based on this distribution. We calculated the annual total compensation for fiscal year 2025 for our median employee using the same methodology we used for our Named Executive Officers as set forth in the Summary Compensation Table above. For fiscal year 2025, the annual total compensation for Mr. Kuan and our median employee was $11,928,401 and $301,336, respectively. Accordingly, the resulting ratio of Mr. Kuan’s annual total compensation to the annual total compensation of our median employee is approximately 39.6 to 1. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above.

  51. Pay Versus Performance

    Pay Versus Performance The information below is provided in accordance with the SEC pay versus performance disclosure requirements set forth in Item 402(v) of Regulation S-K under the Exchange Act (“Pay Versus Performance Rules”). These Pay Versus Performance Rules require companies to disclose certain information about the relationship between the compensation of our principal executive officer (“PEO”) and non-PEO Named Executive Officers (“Non-PEO NEOs”) (as a group) and certain financial performance measures. The Company does not use any financial performance measures to link compensation actually paid (“CAP”) to Company performance. Consequently, no “Company Selected Measure” is included in the table below.

  52. Pay Versus Performance

    | | Arthur Kuan | | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2025 | $11,928,401 | $28,624,473 | $2,329,451 | $3,729,253 | $111.70 | $131.07 | ($161.00) | | 2024 | $11,172,212 | $23,438,065 | $7,543,355 | $14,943,187 | $77.16 | $98.23 | ($88.04) |

  53. Pay Versus Performance

    1 The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO (Arthur Kuan) for each corresponding year in the “Total” column of the Summary Compensation Table. 2 The dollar amounts reported in column (c) and (e) represent the amount of CAP, as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

  54. Pay Versus Performance

    | Compensation Actually Paid to PEO (Arthur Kuan) | FY 2024 | FY 2025 | | Summary Compensation Table Total | $11,172,212 | $11,928,401 | | - Grant date fair value of option awards and stock awards granted in fiscal year | ($10,135,228) | ($10,802,398) | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | $6,994,711 | $18,001,454 | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | $10,302,049 | $6,806,161 | | + Fair value as of the vesting date of vested awards granted in current fiscal year | $411,133 | $2,158,573 | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | $4,693,189 | $532,282 | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | $0 | $0 |

  55. Pay Versus Performance

    | Compensation Actually Paid | $23,438,065 | $28,624,473 |

  56. Pay Versus Performance

    | Compensation Actually Paid to Non-PEO NEOs | FY 2024 | FY 2025 | | Summary Compensation Table Total | $7,543,355 | $2,329,451 | | - Grant date fair value of option awards and stock awards granted in fiscal year | ($6,814,699) | ($1,819,484) | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | $7,586,363 | $2,705,248 | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | $2,923,728 | $1,351,086 | | + Fair value as of the vesting date of vested awards granted in current fiscal year | $139,049 | $454,883 | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | $3,565,390 | $69,497 | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | $0 | ($1,361,429) | | Compensation Actually Paid | $14,943,187 | $3,729,253 |

  57. Pay Versus Performance

    3 The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

  58. Pay Versus Performance

    | Fiscal Year | Non-PEO NEOs | | 2025 | Ambaw Bellete, Corleen Roche, Vijay Kasturi, Robert Lapetina, Joshua F. Patterson, and Jim DeTore | | 2024 | Ambaw Bellete and Corleen Roche |

  59. Pay Versus Performance

    4 TSR determined in Column (f) is based on the value of an initial fixed investment of $100 in CGON as of January 25, 2024 (CGON’s IPO date). TSR determined in Column (g) is based on the value of an initial fixed investment of $100 in the Nasdaq Biotechnology Index as of January 25, 2024. 5 The dollar amounts in Column (h) are CGON’s GAAP Net Income for each fiscal year (in millions).

  60. Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR

    Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR The graph below (i) sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years; and (ii) compares our cumulative TSR over the two most recently completed fiscal years to that of the Nasdaq Biotechnology Index over the same period.

  61. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth certain information with respect to the compensation of our non-employee directors for the fiscal year ended December 31, 2025:

  62. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Susan Graf | 70,000 | 412,627 | — | $482,627 | | Brian Liu | 62,500 | 412,627 | — | $475,127 | | James J. Mulé | 45,000 | 412,627 | — | $457,627 | | Leonard Post | 87,500 | 412,627 | — | $500,127 | | Christina Rossi | 4,647 | 570,504 | — | $575,150 | | Victor Tong, Jr. | 55,000 | 412,627 | — | $467,627 | | Simone Song(2) | 62,582 | 412,627 | — | $475,209 |

  63. Non-Employee Director Compensation

    (1) The amounts represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors. (2) Ms. Song resigned from our Board in November 2025. The aggregate number of shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2025 was as follows:

  64. Non-Employee Director Compensation

    | Name | Option awards (#) | | Susan Graf | 144,641 | | Brian Liu | 39,765 | | James J. Mulé | 57,458 | | Leonard Post | 172,573 | | Christina Rossi | 20,889 | | Victor Tong, Jr. | 39,765 | | Simone Song(1) | 25,668 |

  65. Non-Employee Director Compensation

    (1) Ms. Song resigned from our Board in November 2025. Arthur Kuan, our Chairman and Chief Executive Officer, does not receive any additional compensation for his service on the Board. Mr. Kuan’s compensation as a Named Executive Officer is set forth under “Executive Compensation—Summary Compensation Table”.

  66. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program The amended and restated non-employee director compensation program adopted by the Board in December 2024, provides that each non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $45,000 for eligible directors; an annual cash retainer of $30,000 for service as lead independent director (in lieu of the regular annual retainer described above); additional cash retainers of $20,000 for service as the chair of the audit committee, $15,000 for service as the chair of the compensation committee, and $10,000 for service as the chair of the Nominating and Corporate Governance Committee; additional cash retainers of $10,000 for service as members of the audit committee, $7,500 for service as members of the compensation committee, and $5,000 for service as members of the Nominating and Corporate Governance Committee; • a non-employee director who (i) is serving on the Board as of the date of any annual meeting of the Company’s stockholders following the effective date of the compensation program, and (ii) will continue to serve as a non-employee director immediately following such meeting, shall be automatically granted an annual grant of options to purchase shares of the Company’s common stock with an aggregate Black-Scholes value of $400,000 (with the shares covered by the award rounded down to the nearest whole share) under the 2024 Plan on the date of such annual meeting, vesting in substantially equal monthly installments over the 12 months following the date of grant (or, in the event the next annual meeting of our stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the annual award will vest on the date of such annual meeting of our stockholders), subject to such non-employee director’s continuing in service on the Board through such vesting date; and • a non-employee director joining our Board after our IPO will also be granted an initial grant of options to purchase shares of the Company’s common stock with an aggregate Black-Scholes value of $800,000 (with the shares covered by the award rounded down to the nearest whole share) under the 2024 Plan on the date of such initial election or appointment, vesting monthly over three years, upon election or appointment to the Board. Pursuant to the amended and restated non-employee director compensation program, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2024 Plan. As provided in the 2024 Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors as the Board or its authorized committee may determine in its discretion. Awards to our non-employee directors will also vest in the event of a change in control or upon a non-employee director’s death or disability. We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.