DEF 14A of Biomea Fusion, Inc., Apr 27, 2026

DEF 14A of Biomea Fusion, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-182080

Open on EDGAR

  1. PROPOSAL NO. 1 - ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of six members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows: the Class I directors are Elizabeth Faust, Ph.D. and Sumita Ray, J.D., and their terms will expire at the annual meeting of the stockholders to be held in 2028; • the Class II directors are Rainer (Ramses) Erdtmann and Eric Aguiar, M.D., and their terms will expire at the Annual Meeting; and • the Class III directors are Michael J.M. Hitchcock, Ph.D. and Julianne Averill, M.S. and their terms will expire at the annual meeting of the stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will generally be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two thirds (2/3rds) of the voting power of all of the then outstanding shares entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated each of Rainer (Ramses) Erdtmann and Eric Aguiar, M.D., for election as a Class II director at the Annual Meeting. Mr. Erdtmann and Dr. Aguiar are currently directors. Each of the nominees has indicated a willingness to serve, or continue to serve, as applicable, as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors. Our corporate governance guidelines provide that the nominating and corporate governance committee of our board of directors, in recommending director candidates for election to our board of directors, and our board of directors, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 13, 2026.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with Biomea Fusion, Inc. | Director Since | Age | | Rainer (Ramses) Erdtmann | Director, President and Chief Operating Officer | 2017 | 62 | | Eric Aguiar, M.D. | Lead Independent Director | 2017 | 64 |

  4. Nominees for Election as Class II Directors

    Rainer (Ramses) Erdtmann co-founded Biomea Fusion in August 2017 and has served as our President and as a member of our board of directors since August 2017, and as Chief Operating Officer since February 2021. He has also been a Managing Member of Point Sur Investors LLC, a biotechnology investment fund, from January 2016 until December 2025. From 2008 to 2016, he held a number of leadership roles at Pharmacyclics, Inc., which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015, including as the Principal Financial and Accounting Officer, and most recently, Executive Vice President of Corporate Affairs. Prior to joining Pharmacyclics, Mr. Erdtmann founded the asset management firm United Properties Immobilien and Anlagen GmbH and Oxygen Investments, LLC, which he ran from its founding in 1995 to 2009. From 1992 to 1995, Mr. Erdtmann worked at Commerzbank, Germany, where he was an investment banker and portfolio manager for institutional international accounts. Mr. Erdtmann previously served on the boards of directors of Summit Therapeutics, Inc. (Nasdaq: SMMT), a public biotechnology company, and PolarityTE, Inc. (Nasdaq: PTE), a public biotechnology and regenerative biomaterials company. Mr. Erdtmann holds a Diplom Kaufmann degree in Finance and Banking from the Westfaelische Wilhelms Universität of Muenster, Germany. We believe that Mr. Erdtmann is qualified to serve on our board of directors due to his perspective, experience and leadership as a co-founder and the President of our company. Eric Aguiar, M.D. has served as a member of our board of directors since December 2020 and as Lead Independent Director since March 2025. Dr. Aguiar has been a partner at Aisling Capital, a healthcare-focused venture fund, since January 2016. Prior to Aisling Capital, from October 2007 to December 2015, he was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund. From 2001 to 2007, Dr. Aguiar was Managing Director of HealthCare Ventures, a healthcare-focused venture capital firm. Previously, Dr. Aguiar was Chief Executive Officer of Genovo, Inc., a privately held biopharmaceutical company, from 1998 to 2000. Since June 2019, Dr. Aguiar has served on the board of directors of BridgeBio Pharma, Inc. (Nasdaq: BBIO), a public pharmaceutical company. Dr. Aguiar previously served on the boards of directors of numerous public life sciences companies, including Biohaven Pharmaceuticals, Inc. (Nasdaq: BHVN), which was acquired by Pfizer, Inc. in October 2022, and Eidos Therapeutics, Inc. (Nasdaq: EIDX) (prior to its merger with BridgeBio Pharma, Inc. (Nasdaq: BBIO) in January 2021), Invitae Corporation (Nasdaq: NVTA), and Amarin Corporation plc (NASDAQ: AMRN). Dr. Aguiar also serves on the board of directors of privately-held Stratus Therapeutics, Inc. (formerly Garuda Therapeutics, Inc.) as well as GondolaBio LLC, and previously served on the board of directors of Oriel Therapeutics, Inc. (prior to its acquisition by Novartis AG (NYSE: NVS)). Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar holds a B.A. in College Scholar from Cornell University and an M.D. from Harvard Medical School, and is a Chartered Financial Analyst. We believe that Dr. Aguiar is qualified to serve on board of directors due to his medical background and his extensive experience as an investor in biotechnology and pharmaceutical companies.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 13, 2026.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with Biomea Fusion, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Michael J.M. Hitchcock, Ph.D. | Interim Chief Executive Officer and Director | 2021 | Class III-2027 | 76 | | Julianne Averill, M.S. | Director | 2025 | Class III-2027 | 41 | | Elizabeth Faust, Ph.D. | Director | 2022 | Class I-2028 | 61 | | Sumita Ray, J.D. | Director | 2021 | Class I-2028 | 52 |

  7. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) Michael J.M. Hitchcock, Ph.D. (Mick) has served as a member of our board of directors since March 2021 and has served as our Interim Chief Executive Officer since March 2025. Dr. Hitchcock is currently an Adjunct Professor of Microbiology at UNR Medical School, a position in which he has served since July 2016. He is also on the board and a founder of Renogenyx, a small biotech company focused on FSHD. Dr Hitchcock’s career in pharmaceutical research and development initially began with Bristol-Myers Squibb (NYSE: BMY), where he served in several infectious disease research and project planning roles from 1980 through 1993. He joined Gilead Sciences, Inc. (Nasdaq: GILD) in 1993 and during his 27 years with Gilead, he held a variety of positions, including vice president roles with responsibility for project and portfolio management, alliance management, strategic planning, medical affairs and specific areas of research. He also served as Senior Advisor at Gilead from 2009 through November 2019. During his career, he was involved in the development and commercialization of a number of anti-infective agents, primarily antivirals (tenofovir, adefovir, cidofovir, elvitegravir, oseltamivir, stavudine, didanosine) for treatment of HIV, HBV, influenza, CMV and other viral diseases. Dr. Hitchcock holds a Ph.D. in microbiology from the University of Melbourne, Australia and B.Sc. and M.Sc. degrees in biochemistry from the University of Manchester Institute of Science and Technology, England. He also conducted post-doctoral research at Georgetown University and the National Institutes of Health prior to joining industry. We believe that Dr. Hitchcock is qualified to serve on our board of directors due to his medical background and his extensive management experience with biotechnology and pharmaceutical companies. Julianne Averill, M.S. has served as a member of our board of directors since July 2025 and has been a managing director at Danforth Advisors, LLC, or Danforth, since August 2021. Prior to Danforth, Ms. Averill held several CFO and finance executive roles in private and public life science and technology companies, including serving as CFO for Alveo Technologies from July 2020 to August 2021; VP Finance & Executive Committee Member for BlackThorn Therapeutics from January 2019 to July 2020; Associate VP, Finance & Accounting, for Manifest MedEx from May 2015 to January 2019, and Director of Financial Reporting for Starwood Waypoint Residential Trust (NYSE: SWAY) from July 2014 to May 2015. Ms. Averill spent her early career at Deloitte as an audit manager in its life sciences and retail practice. Ms. Averill is licensed as an active Certified Public Accountant in the State of California, is a Society of Human Resource Management Certified Professional and has received the National Association of Corporate Directors Director Certification. She holds a B.S. in Business Administration and an M.S. in Accountancy, both from California State University, Fresno, and has received a certificate in Business and Data Analytics from Harvard University. We believe that Ms. Averill is qualified to serve on our board of directors due to her extensive management experience with private and public life science companies.

  8. Class I Directors (Term Expires at 2028 Annual Meeting)

    Class I Directors (Term Expires at 2028 Annual Meeting) Elizabeth Faust, Ph.D. has served on our board of directors since June 2022. Dr. Faust has been a principal and owner at Faust Consulting LLC, a biotech and pharmaceutical consulting company, since January 2018. Since 2023, she has been a limited partner and operating advisor for the venture fund, How Women Invest Fund III. From December 2019 to August 2020, she also served as executive vice president at Tricida, Inc. (Nasdaq: TCDA), a public pharmaceutical company. Prior to that, from January 2016 to July 2018, she was vice president of medical affairs at Kite Pharma, a Gilead Company (Nasdaq: GILD). From March 2013 to November 2015, she was vice president of medical affairs at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired by AbbVie Inc. (NYSE: ABBV). Prior to that, she was vice president of clinical research sciences at Celgene (Nasdaq: CELG), which was acquired by Bristol-Myers Squibb (NYSE: BMY) in November 2019. Dr. Faust holds a B.S. in Microbiology from Auburn University, a M.A. in biology at University of California, Riverside and a Ph.D. in microbiology and molecular Genetics from UCLA. We believe that Dr. Faust is qualified to serve on our board of directors due to her science background and her extensive experience working with biotechnology and pharmaceutical companies. Sumita Ray, J.D. has served as a member of our board of directors since June 2021. Ms. Ray most recently served as Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Vaxxinity (Nasdaq: VAXX), a formerly public biotechnology company from October 2023 through March 2025. Prior to this, Ms. Ray held the position of Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Instil Bio, Inc. (Nasdaq: TIL), a public biotechnology company where she served in the role from April 2022 to June 2023. Ms. Ray is also the principal and sole member of FifthRay Consulting, LLC, a consulting company for life science companies, since its founding in November 2015. Previously, from September 2017 to April 2022, she served as Chief Legal & Administrative Officer, overseeing the Legal, Compliance, Human Resources, IT and Facilities functions of Calithera Biosciences, Inc. (Nasdaq: CALA), a public biotechnology company. Prior to joining Calithera, she served as Chief Compliance Officer and Associate General Counsel, Head of Healthcare and Regulatory Law at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015, where she supported the company through the global approval and launch of Imbruvica in multiple indications from April 2013 to November 2015. Previously, Ms. Ray served as Head of BioNeurology & Regulatory Law Group at Elan Pharmaceuticals, Corporate Counsel, Commercial Law Group at Genentech, Inc. and Corporate Counsel at AstraZeneca (Nasdaq: AZN). Ms. Ray serves also on the Advisory Board of BioTrillion, a healthtech startup developing digital biomarkers for disease detection. Ms. Ray started her career as a pharmaceutical and products liability litigator at Montgomery, McCracken, Walker and Rhoads LLP. Ms. Ray holds a J.D. from Temple University School of Law and a B.S. in Microbiology from the University of Arizona. She has more than 20 years of expertise in FDA regulatory law, global health care law and compliance, brand support, product launches, collaborations and alliances. We believe that Ms. Ray is qualified to serve on our board of directors due to her demonstrated leadership in her field and her experience as an officer of biotechnology and pharmaceutical companies. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us. PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BIOMEA FUSION, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2020. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint Deloitte & Touche LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Deloitte & Touche LLP. If the selection of Deloitte & Touche LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of us and our stockholders. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. We incurred the following fees from Deloitte & Touche LLP for the audit of the financial statements and for other services provided during the years ended December 31, 2025 and 2024.

  9. Class I Directors (Term Expires at 2028 Annual Meeting)

    | | 2025 | 2024 | | Audit fees (1) | $1,160,774 | $1,121,813 | | Audit-Related fees (2) | $— | $— | | Tax fees (3) | $— | $— | | All other fees (4) | $2,000 | $2,000 | | Total fees | $1,162,774 | $1,123,813 |

  10. Class I Directors (Term Expires at 2028 Annual Meeting)

    (1) Audit fees consist of fees billed for the audit of our annual financial statements, the review of our interim financial statements included in our quarterly reports on Form 10-Q, and services in connection with our securities offerings, including registration statements, responding to SEC comment letters, comfort letters and consents. (2) Audit-related fees consist of services that are reasonably related to the performance of the audit or review of our financial statements. There were no such fees incurred in 2025 or 2024. (3) Tax Fees consist of fees for tax compliance, advice and tax planning and includes fees for tax return preparation. There were no such fees incurred in 2025 or 2024. (4) This category consists of fees for all other services, including software subscription fees, that are not reported above.

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and earned or received compensation for such service during fiscal year 2025. Other than as set forth in the table below, we did not pay any compensation, make any additional equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in fiscal year 2025. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2025, Mr. Butler, our former Chief Executive Officer, Dr. Hitchcock, our Interim Chief Executive Officer and Mr. Erdtmann, our President and Chief Operating Officer, were each a member of our board of directors, as well as NEOs. Mr. Butler and Mr. Erdtmann received no additional compensation for their services as a director and Dr. Hitchcock received no additional compensation for his services as a director following his appointment as Interim Chief Executive Officer in March 2025. See the section titled “2025 Summary Compensation Table” for more information about Mr. Butler’s, Dr. Hitchcock’s and Mr. Erdtmann’s compensation in fiscal year 2025, including Dr. Hitchcock's compensation for his services as a director prior to March 2025.

  12. 2025 Director Compensation Table

    2025 Director Compensation Table

  13. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Eric Aguiar, M.D. (2) | 69,375 | 184,896 | — | 254,271 | | Bihua Chen (3) | 26,719 | 184,896 | — | 211,075 | | Elizabeth Faust, Ph.D. (4) | 39,000 | 184,896 | — | 223,896 | | Sumita Ray, J.D. (5) | 51,750 | 184,896 | — | 236,646 | | Julianne Averill, M.S. (6) | 22,834 | 359,812 | — | 382,646 |

  14. 2025 Director Compensation Table

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2025 computed in accordance with FASB ASC 718. Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 6 to our financial statements included in our 2025 Annual Report. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options. (2) All cash payments to Dr. Aguiar were made payable to Aisling Capital Management, LP. Dr. Aguiar held stock options to purchase an aggregate of 202,762 shares of common stock as of December 31, 2025. (3) All cash payments to Ms. Chen were made payable to Cormorant Global Healthcare Master Fund, LP and Cormorant Private Healthcare Fund III, LP. Ms. Chen resigned from the board of directors effective July 22, 2025. As a result, Ms. Chen did not hold any stock options to purchase shares of common stock as of December 31, 2025. (4) All cash payments to Dr. Faust were made payable to Faust Consulting LLC. Dr. Faust held stock options to purchase an aggregate of 195,739 shares of common stock as of December 31, 2025. (5) All cash payments to Ms. Ray were made payable to FifthRay Consulting, LLC. Ms. Ray held stock options to purchase an aggregate of 213,036 shares of common stock as of December 31, 2025. (6) All cash payments to Ms. Averill were made payable to Millennium Consulting, LLC. Ms. Averill held stock options to purchase an aggregate of 241,177 shares of common stock as of December 31, 2025. Ms. Averill was appointed to the board of directors effective July 22, 2025. Pursuant to the Non-Employee Director Compensation Policy, Ms. Averill received an initial stock option in connection with her appointment to the board of directors.

  15. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Pursuant to our Non-Employee Director Compensation Policy, our non-employee directors are eligible to receive the following annual cash retainers:

  16. Non-Employee Director Compensation Policy

    | Board Service | Annual Retainer | | Non-Employee Director: | $35,000 | | | Additional Annual Retainer | | Independent Chair: | $30,000 | | Lead Independent Director: | $15,000 | | Committee Service | Additional Annual Retainer | | Annual service as member of the audit committee (other than chair) | $7,500 | | Annual service as chair of the audit committee | $15,000 | | Annual service as member of the compensation committee (other than chair) | $5,000 | | Annual service as chair of the compensation committee | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and corporate governance committee | $8,000 |

  17. Non-Employee Director Compensation Policy

    Our policy also provides that, upon initial election or appointment to our board of directors, each non-employee director will automatically be granted an option to purchase that number of shares of our common stock that have a Black-Scholes Value equal to $360,000, rounded down to the nearest whole share, referred to herein as the Initial Grant. The Initial Grant will vest as to 1/36th of the shares subject thereto on each monthly anniversary of the date of grant, subject to the non-employee director continuing in service to us and our subsidiaries through each vesting date. Furthermore, our policy provides that, on the date of each of our annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will automatically be granted an annual option to purchase that number of shares of our common stock that have a Black-Scholes Value equal to $185,000, rounded down to the nearest whole share, referred to herein as the Annual Grant. The Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the annual meeting that occurs following the date of grant, subject to the non-employee director continuing in service to us and our subsidiaries through such vesting date. Each such grant will vest in full immediately prior to the occurrence of a change in control, subject to the non-employee director continuing in service to us and our subsidiaries through such time. We reimburse each non-employee director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such non-employee director in the performance of his or her duties to us in accordance with our applicable expense reimbursement policies and procedures as in effect from time to time. Employee directors will receive no additional compensation for their service as a director. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period cannot exceed $750,000.

  18. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents the total compensation awarded to, earned by or paid to each of our NEOs for the years indicated, for services rendered to us in all capacities.

  19. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Michael J.M. Hitchcock, Ph.D. (2) Interim Chief Executive Officer and Principal Executive Officer | 2025 | 486,739 | 220,076 | — | 1,848,576 | 14,125(3) | 2,569,516 | | Rainer (Ramses) Erdtmann (4) Chief Operating Officer, President, Principal Financial Officer and Principal Accounting Officer | 2025 | 489,604 | 146,881 | — | 1,574,199 | — | 2,210,684 | | | 2024 | 489,604 | — | — | 1,489,457 | — | 1,979,061 | | Thomas Butler (5) Former Chief Executive Officer and Former Chairman of the Board | 2025 | 148,801 | — | — | — | 513,162(6) | 661,963 | | | 2024 | 633,604 | — | — | 4,472,783 | — | 5,106,387 | | Juan Pablo Frias, M.D. (5)(7) Former Chief Medical Officer | 2025 | 325,000 | — | — | 158,711 | 65,326(8) | 549,037 |

  20. 2025 Summary Compensation Table

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the applicable fiscal year computed in accordance with FASB ASC 718. Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 6 to our financial statements included in our 2025 Annual Report. These amounts do not reflect the actual economic value that may be realized by the NEOs upon the exercise of the stock options or the sale of the common stock underlying such stock options. For Dr. Frias, the amount reported in the Option Awards column for 2025 represents only the incremental fair value, calculated in accordance with FASB ASC 718, with respect to the repricing and modification of his stock options in 2025. (2) Dr. Hitchcock was appointed as Interim Chief Executive Officer and Principal Executive Officer, effective as of March 25, 2025. The amount reflected in the salary column is pro-rated based on Dr. Hitchcock's commencement of employment with us, effective March 25, 2025. Dr. Hitchcock was not an NEO for 2024. (3) The amount represents compensation earned as a non-employee director prior to March 2025. (4) Mr. Erdtmann was appointed as Principal Financial Officer and Principal Accounting Officer, effective as of March 25, 2025. (5) Mr. Butler and Dr. Frias’s roles as Chief Executive Officer and Chief Medical Officer of the Company, respectively, ended effective as of March 25, 2025 and August 15, 2025, respectively. The amounts reflected in the Salary column for 2025 for each of Mr. Butler and Dr. Frias are pro-rated based on their employment from January 1, 2025 through their respective separation date with the Company. (6) The amount represents $484,803 in severance payments and $28,359 in COBRA payments. (7) Dr. Frias was not an NEO for 2024. (8) The amount represents $31,682 in reimbursement by the Company for housing expenses and $33,644 in fees earned as a consultant to the Company.

  21. 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:

  22. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | | Name | Vesting Commencement Date (1) | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Michael J.M. Hitchcock, Ph.D.(2)(3) | 4/15/2021 | 28,911(5) | — | $17.00 | 4/14/2031 | | | 6/22/2022 | 23,867(5) | — | $10.20 | 6/21/2032 | | | 6/14/2023 | 6,989(5) | — | $38.90 | 6/13/2033 | | | 6/12/2024 | 51,025(5) | — | $4.63 | 6/11/2034 | | | 3/25/2025 | 262,500(5) | 87,500 | $2.52 | 3/25/2035 | | | 8/8/2025 | 57,277(5) | 859,157 | $1.53 | 8/10/2035 | | Rainer (Ramses) Erdtmann(2) | 9/1/2020 | 53,844(4) | — | $5.14 | 1/7/2031 | | | 2/10/2021 | 159,120(4) | — | $7.50 | 2/21/2031 | | | 12/3/2021 | 165,490(5) | — | $9.80 | 12/3/2031 | | | 1/1/2023 | 88,500(5) | 29,500 | $7.05 | 1/5/2033 | | | 1/1/2024 | 67,850(5) | 67,850 | $14.44 | 1/16/2034 | | | 8/8/2025 | 77,936(5) | 1,169,053 | $1.53 | 8/10/2035 | | Thomas Butler(6) | — | — | — | — | — | | Dr. Juan Pablo Frias, M.D.(7) | 8/31/2023 | 168,750(5) | 131,250 | $4.50 | 8/30/2033 | | | 1/1/2024 | 55,545(5) | 55,545 | $4.50 | 1/16/2034 |

  23. Outstanding Equity Awards at 2025 Fiscal Year End

    (1) Except as otherwise noted, the shares of common stock subject to the stock option vest as to 1/16th of the shares on a quarterly basis from the vesting commencement date, such that all of the shares will be fully vested on the date four (4) years after the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date. (2) Pursuant to the Severance Agreement (as defined below) and/or the 2021 Plan (with respect to the 30-day period described below), as applicable, in the event the applicable NEO is terminated without “cause” (excluding a termination due to the NEO's death or disability) or resigns for “good reason,” in either case, within 30 days prior to and ending 12 months following a “change in control” (as such terms are defined in the 2021 Plan), then the vesting of all equity awards will accelerate with respect to 100% of the shares, effective immediately prior to such termination or change in control, if later. (3) Dr. Hitchcock was appointed as Interim Chief Executive Officer, effective as of March 25, 2025. (4) These options were granted under the 2020 Plan (as defined below). (5) These options were granted under the 2021 Plan. (6) Mr. Butler’s employment as the Chief Executive Officer ended on March 25, 2025 and he resigned from the board of directors on March 25, 2025. As of December 31, 2025, Mr. Butler did not have any outstanding equity awards. (7) Dr. Frias resigned from his employment with the Company effective August 15, 2025 and transitioned to a consultant to the Company.

  24. Narrative to 2025 Summary Compensation Table and Outstanding Equity Awards at 2025 Fiscal Year End Table

    Narrative to 2025 Summary Compensation Table and Outstanding Equity Awards at 2025 Fiscal Year End Table