DEF 14A of Whitehawk Therapeutics, Inc., Apr 28, 2026

DEF 14A of Whitehawk Therapeutics, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-187149

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | GENERAL INFORMATION | 2 | | PROPOSAL ONE – ELECTION OF DIRECTORS | 6 | | CORPORATE GOVERNANCE | 13 | | DIRECTOR COMPENSATION | 19 | | EXECUTIVE COMPENSATION | 22 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 | | CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 36 | | PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 38 | | PROPOSAL THREE – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 39 | | TRANSACTION OF OTHER BUSINESS | 42 | | ADDITIONAL INFORMATION | 42 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. Board Structure

    Board Structure Our Board currently consists of nine (9) members and is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the Annual Meeting. The term of the Class I directors expires at the 2027 annual meeting and the term of the Class II directors expires at the 2028 annual meeting. Directors are elected to hold office for a three-year term and until the election and qualification of their successors in office, or until such director’s earlier resignation, death or removal.

  4. Director Nominees

    Director Nominees Based on the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Behzad Aghazadeh, Ph.D., Richard Maroun and Emma Reeve for election as the Class III directors to serve for a three-year term ending at the 2029 annual meeting and until their successors are elected and qualified, or until their earlier resignation, death or removal. Dr. Aghazadeh, Mr. Maroun and Ms. Reeve are current members of our Board and have consented to serve, if elected. Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received "FOR" the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on the Board. The Board may fill such vacancy at a later date or reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

  5. Director Nominees

    Director Nominees The Class III nominees for director along with their biographical information as of April 17, 2026 are set forth below:

  6. Director Nominees

    | Name | Age | Position(s) | Director Since | Board Class / Term Expiration | | Behzad Aghazadeh, Ph.D. | 54 | Director | 2021 | III - 2029 | | Richard Maroun | 71 | Director | 2021 | III - 2029 | | Emma Reeve | 65 | Director | 2021 | III - 2029 |

  7. Director Nominees

    Behzad Aghazadeh, Ph.D., has served as a member of our board of directors since August 2021. Dr. Aghazadeh currently is the Managing Partner and Portfolio Manager of Avoro Capital Advisors LLC, a global life sciences investment firm with a focus on supporting emerging biotechnology companies, which he joined in July 2011. From March 2017 to October 2020, Dr. Aghazadeh served as Executive Chairman of the board of directors of Immunomedics, Inc., a biopharmaceutical company (now a subsidiary of Gilead Sciences, Inc.). Dr. Aghazadeh additionally serves on the board of directors of Scribe Therapeutics Inc., a private molecular engineering company developing advanced technologies for CRISPR-based genetic medicine. Dr. Aghazadeh received his Master’s degree in Physics from the Ludwig-Maximilians University (Munich, Germany) and a Ph.D. from Cornell University in Biochemistry & Biophysics. We believe that Dr. Aghazadeh is qualified to serve as a director based on his more than 25 years of experience in the biopharmaceutical industry, including more than 15 years as an institutional investor and previous six years at Booz Allen as a general management consultant to senior executive teams in the healthcare sector. We believe that Dr. Aghazadeh is qualified to serve as a director based on his industry experience and service on multiple company boards. Richard Maroun served as a member of Private Aadi’s board of directors from February 2017 until the closing of the Merger in August 2021, at which time he became a member of our board of directors. Since June 2014, Mr. Maroun has served as Partner, General Counsel at Frazier Healthcare Partners, a private equity and venture capital firm. Prior to joining Frazier, Mr. Maroun was Senior Vice President and General Counsel of Aptalis Pharma US, Inc. from 2012 through February 2014. Previously, Mr. Maroun has served in numerous senior executive roles for APP Pharmaceuticals, Inc., a fully-integrated pharmaceutical company, including as Executive Vice President, Chief Administrative Officer, General Counsel, and Business Development Officer. Mr. Maroun has also previously held senior positions with Abraxis Bioscience, Inc., a biotechnology company, and American BioScience, Inc., a company involved in the research and development of novel drug compounds. Prior to joining American BioScience, Mr. Maroun was a Director of Merrill Lynch, Pierce, Fenner & Smith, and before that he was a Senior Tax Manager of Deloitte & Touche LLP. Mr. Maroun also currently serves as a board member or advisor of several privately-held companies funded by Frazier Healthcare Partners, including Community Care Health Network, LLC, Parata Systems, Inc., Orthotic Holdings, Inc., and AppianRx, and was previously a member of the board of directors of Organovo Holdings, Inc., a publicly traded biotechnology company, from August 2016 to July 2020. Mr. Maroun holds a LL.M. in Taxation from Boston University School of Law, a J.D. from Santa Clara University School of Law, and a B.S. degree in economics from John Carroll University. We believe Mr. Maroun is qualified to serve as a director based on his extensive leadership experience in the life sciences industry, his experience in mergers, acquisitions, and finance, and his legal and accounting expertise. Emma Reeve has served on our board of directors since September 2021. Ms. Reeve served as Senior Vice President and Chief Financial Officer of Constellation Pharmaceuticals, Inc., a development-stage oncology company, from October 2017, and as its Treasurer from December 2020, until its acquisition in July 2021, and was its Secretary between December 2017 and September 2018. Prior to joining Constellation, Ms. Reeve served as Corporate Controller of Parexel International, a life sciences consulting firm and contract research organization, from September 2014 to October 2017, and as Interim Chief Financial Officer and Corporate Controller of Parexel from July 2016 to May 2017. Previously, Ms. Reeve served as Head of Finance and Administration at Novartis Pharma Schweiz, a pharmaceutical company, from May 2012 to August 2014, and as Vice President, Global Head Business Planning and Analysis for Novartis Vaccines and Diagnostics, a division of Novartis, from January 2008 to April 2012. Prior to that, she served as the Chief Financial Officer of Inotek Pharmaceuticals Inc., and of Aton Pharma, Inc., and in operational and finance roles at Merck Research Laboratories and Bristol Myers Squibb Company. Ms. Reeve has served as a member of the board of directors of PTC Therapeutics, Inc., a publicly traded pharmaceutical company, since December 2018, and previously served as a member of the board of directors of Editas Medicine, Inc., a publicly traded biopharmaceutical company, from September 2021 until December 2024. Ms. Reeve holds a B.Sc. in computer science from Imperial College, University of London and is an associate of the Institute of Chartered Accountants in England & Wales. Ms. Reeve serves on our Audit Committee and she qualifies as an audit committee financial expert under the SEC rules. We believe Ms. Reeve is qualified to serve as a director based on her extensive industry knowledge, financial and accounting expertise as a former chief financial officer and her life sciences expertise.

  8. Continuing Directors

    Continuing Directors The directors continuing their term and respective biographical information as of April 17, 2026 are set forth below:

  9. Continuing Directors

    | Name | Age | Position(s) | Director Since | Board Class / Term Expiration | | Caley Castelein, M.D. | 55 | Chairman of the Board; Director | 2017 | I - 2027 | | Neil Desai, Ph.D. | 61 | Director | 2021 | I - 2027 | | Baiteng Zhao, Ph.D. | 52 | Director | 2024 | I - 2027 | | Anupam Dalal, M.D. | 54 | Director | 2011 | II - 2028 | | Mohammad Hirmand, M.D. | 56 | Director | 2023 | II - 2028 | | David Lennon, Ph.D. | 55 | Director | 2023 | II - 2028 |

  10. Continuing Directors

    Caley Castelein, M.D., has served on our board of directors since March 2017. Dr. Castelein is the Founder and has been a Managing Director for Kearny Venture Partners, a healthcare investment firm, since 2006. Dr. Castelein is also the Founder and has been the Managing Director for KVP Capital, an investment fund, since 2013. He has been a director for Tourmaline Bio (NASDAQ: TRML) since October 2023, and Newbridge Pharmaceuticals since March 2015. Previously, Dr. Castelein served on the board of directors of ViewRay, Inc., a medical device company, from 2008 to October 2023; Alivecor, a medical device company from April 2015 to March 2020; Boreal Genomics, a diagnostics company, from October 2010 to September 2021; Waterstone Pharmaceuticals, a pharmaceutical company from March 2015 to March 2018; Wellpartner, a pharmaceutical distribution solutions company, from March 2015 to November 2017; and Neos Therapeutics, a pharmaceutical company from March 2015 to July 2015. Dr. Castelein received his M.D. from University of California, San Francisco and his A.B. in Biology from Harvard University. We believe that Dr. Castelein is qualified to serve as a director based on his industry experience and service on multiple company boards. Neil Desai, Ph.D., founded Private Aadi in October 2011 and served as its President, Chief Executive Officer, and a member of the board of directors from inception until the closing of the Merger in August 2021, at which time he became a member of our board of directors and our President and Chief Executive Officer, a role he held until his appointment to the position of Executive Chairman, which he held from January 2023 to October 2024. Dr. Desai currently serves as the Chief Executive Officer of Aanastra, Inc. (formerly known as Aadigen, Inc.), a private biotechnology company specializing in the development of in vivo targeted RNA therapeutics in the treatment of cancers and genetic diseases. From October 2010 to October 2016, Dr. Desai served as Vice President, Strategic Platforms at Celgene Corporation (now Bristol Myers Squibb), a global biopharmaceutical company. Prior to Celgene, Dr. Desai served as Senior Vice President, Global Research and Development at Abraxis BioScience, Inc., a biotechnology company, from November 2008 until Abraxis BioScience was acquired by Celgene Corporation in October 2010 and as Vice President, Research & Development at Abraxis BioScience from March 1999 to October 2008. Dr. Desai has also previously served in positions of increasing seniority at American BioScience, Inc. and its predecessor companies. Dr. Desai holds a M.S and Ph.D. in Chemical Engineering from the University of Texas at Austin, and a B.S. in Chemical Engineering from the University Institute of Chemical Technology in Mumbai, India. We believe Dr. Desai is qualified to serve as a director based on his leadership track record, broad experience in the life sciences industry, and his service as Private Aadi’s founder and our Chief Executive Officer and Executive Chairman. Baiteng Zhao, Ph.D., has served on our board of directors since December 2024. Dr. Zhao has served as a freelance consultant since August 2024. Prior to such consulting, Dr. Zhao co-founded ProfoundBio in 2018, a clinical-stage biotech company specializing in the development of novel antibody-drug conjugates (ADCs) for solid tumors and hematological malignancies, and served as the Chairman and CEO of the company until its acquisition by Genmab for $1.8 billion in May 2024. Prior to ProfoundBio, Dr. Zhao was responsible for the modeling and simulation strategies for the development pipeline and supported preclinical and clinical development of ADC candidates at Seagen (now part of Pfizer) from November 2009 to April 2018. Earlier in his career, Dr. Zhao worked in the Clinical PK/PD group at Merck Research Laboratories (MRL, USA) starting in April 2006. Dr. Zhao currently serves on the board of directors of Piton Therapeutics, Inc., a private biotechnology company focused on the research and development of therapeutics that are informed by a deep understanding of the biological processes of gut microbial populations and the pathways by which they influence our health and well-being. Dr. Zhao holds a bachelor’s degree in biology from Peking University and Ph.D. from the College of Pharmacy at the University of Texas at Austin. He completed his postdoctoral fellowship at the State University of New York at Buffalo. We believe that Dr. Zhao is qualified to serve as a director based on his extensive industry background and experience in drug development. Anupam Dalal, M.D., has served on our board of directors since November 2011. Since August 2016, Dr. Dalal has been working at Acuta Capital Partners, LLC, a financial investment firm. From 2006 to 2016, Dr. Dalal was the Managing Director of Kearny Venture Partners, a healthcare investment firm. He was a Founder and Managing Member of KVP Capital, an investment fund. He served as a director of Akebia Therapeutics from 2008 to 2016. Dr. Dalal received an M.D. from the University of California in San Francisco with honors; an M.B.A., with distinction, from Harvard Business School; and a B.A. in Economics, Phi Beta Kappa and highest honors, from the University of California at Berkeley. We believe that Dr. Dalal is qualified to serve as a director based on his industry experience. Mohammad Hirmand, M.D., has served on our board of directors since March 2023. Dr. Hirmand is the Co-founder of, and serves as Executive Vice President and Chief Medical Officer of, Avenzo Therapeutics, Inc., a privately held biotechnology company focused on oncology therapeutics. Prior to that, Dr. Hirmand served as Executive Vice President and Chief Medical Officer of Turning Point Therapeutics, a publicly traded precision oncology company, where he was responsible for clinical development, clinical operations and regulatory affairs, from December 2019 until its acquisition by Bristol Myers Squibb in August 2022. Dr. Hirmand also served as Chief Medical Officer of Peloton Therapeutics from May 2017 until its acquisition by Merck & Co., Inc. in November 2019. Before that, Dr. Hirmand served in various roles at Medivation, Inc., a publicly traded biotechnology company, from 2007 to 2017, including most recently as its Chief Medical Officer, through its acquisition by Pfizer Inc. Prior to that, Dr. Hirmand held clinical development roles of increasing responsibility at Nuvelo, Inc. (now ARCA Biopharma), SuperGen, Inc. (now Astex Pharmaceuticals, Inc.), Tularik, Inc. (now part of Amgen), and Theravance Biopharma, Inc. Dr. Hirmand currently serves on the board of directors of Atavistik Bio, Inc., a private biotechnology company developing the next generation of precision allosteric therapeutics. Dr. Hirmand received his M.D. from Harvard Medical School and his B.A. in Biological Sciences and Economics from Cornell University. We believe Dr. Hirmand is qualified to serve as a director based on his extensive leadership experience in the life sciences industry and more than 20 years of biotechnology clinical development experience. David Lennon, Ph.D., has served as our President and Chief Executive Officer and a member of our board of directors since October 2023. Prior to joining us, Dr. Lennon served as Chief Executive Officer of Satellite Bio from July 2021 to September 2023. Dr. Lennon is a 20-year industry veteran driven by the purpose to bring together diverse teams to address the most

  11. Continuing Directors

    pressing challenges in medicine to achieve amazing impact of patients and their families. Prior to Satellite Bio, Dr. Lennon spent more than 15 years with Novartis working across multiple therapeutics and geographies. He was most recently President, Novartis Gene Therapies, where he led the approval and launch of Zolgensma, the first systemic gene therapy for spinal muscular atrophy that was approved in more than 40 countries. He also led the expansion of Novartis’s gene therapy research and manufacturing footprint to oversee five different sites and more than 2,000 associates. By the time of his departure, Novartis’s gene therapy pipeline had expanded to include 15+ new gene therapy programs, and Zolgensma had achieved blockbuster sales. Prior to Novartis Gene Therapies, Dr. Lennon served in positions of increasing responsibility across Oncology, Neuroscience, Transplant and Rare Disease therapeutic areas in the U.S., Europe, Japan and China. Key positions included General Manager Oncology Japan, Solid Tumor Franchise Head USA and Chief Marketing Officer China. He started his career at Novartis as Global Head, New Products and Portfolio Strategy. Prior to Novartis, Dr. Lennon was an Associate Principal with the New York office of McKinsey & Company, delivering client projects in R&D productivity and consulting in BD&L and M&A transactions. Dr. Lennon earned a Ph.D. in Molecular Medicine from Weill Cornell Medical College of Cornell University and BA in Biophysics from Columbia College of Columbia University. We believe Dr. Lennon is qualified to serve as a director based on his extensive leadership experience, broad experience in the life sciences industry, and his service as our President and Chief Executive Officer. 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 or our subsidiary.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. Director Compensation Policy

    Director Compensation Policy Our Board expects to review director compensation periodically to ensure that director compensation remains competitive so that we are able to recruit and retain qualified directors. Our outside director compensation policy in effect for 2025 provided for certain compensation to our non-employee directors (the “2025 Director Compensation Policy”), pursuant to which our non-employee directors received cash compensation, paid quarterly, as follows: • Each non-employee director received an annual cash retainer in the amount of $40,000 per year. • A non-employee chairperson received an additional annual cash retainer in the amount of $26,000 per year. • The chairperson of the audit committee received additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the audit committee. Each other member of the audit committee received additional annual cash compensation in the amount of $8,000 per year for such member’s service on the audit committee. • The chairperson of the compensation committee received additional annual cash compensation in the amount of $12,000 per year for such chairperson’s service on the compensation committee. Each other member of the compensation committee received additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee. • The chairperson of the nominating and corporate governance committee received additional annual cash compensation in the amount of $9,000 per year for such chairperson’s service on the nominating and corporate governance committee. Each other member of the nominating and corporate governance committee received additional annual cash compensation in the amount of $4,500 per year for such member’s service on the nominating and corporate governance committee. Under the 2025 Director Compensation Policy, upon a non-employee director’s initial appointment or election to our Board, that person was entitled to receive an option (the “Initial Grant”) to purchase shares of our common stock with an aggregate grant date fair value as determined in accordance with U.S. generally accepted accounting principles equal to $106,000. The Initial Grant vests as to one thirty-sixth (1/36th) of the shares subject to the Initial Grant on a monthly basis following the Initial Grant’s grant date on the same day of the month as such grant date, subject to continued service through each applicable vesting date. In addition, under the 2025 Director Compensation Policy, each non-employee director who had been serving as a director for the prior six months and continued to serve as a director immediately following each annual stockholder meeting, would receive, on the first trading day immediately following the date of such annual stockholder meeting, an option (the “Annual Grant”) to purchase shares of our common stock with an aggregate grant date fair value equal to $58,000. The Annual Grant fully vests on the earlier of the first anniversary of the applicable grant date or the date immediately before the date of the next annual stockholder meeting, subject to continued service through such vesting date. In March 2026, the Board revised the 2025 Director Compensation Policy following a recommendation by the Compensation Committee after its review of director compensation. Effective April 1, 2026, the following changes were made to the 2025 Director Compensation Policy: • A non-employee chairperson is entitled to receive an additional annual cash retainer in the amount of $30,000 per year. • Upon a non-employee director’s initial appointment or election to our Board, that person will receive an option to purchase 76,080 shares of our common stock. Each non-employee director who has been serving as a director for the prior six months and will continue to serve as a director immediately following each annual stockholder meeting, will receive, on the first trading day immediately following the date of such annual stockholder meeting, an option to purchase 38,040 shares of our common stock. In the event of a change in control, as defined in our 2021 Equity Incentive Plan, as amended ("2021 Plan") (or its successor plan, as applicable), each non-employee director’s then outstanding equity awards covering shares of our common stock will accelerate vesting in full, provided that he or she remains a non-employee director through the date of the closing of the change in control. Each equity award to directors will be granted under our 2021 Plan (or its successor plan, as applicable) and form of award agreement under such plan. These awards will have a maximum term to expiration of 10 years from their grant and a per share exercise price equal to 100% of the fair market value of a share of our common stock on the award’s grant date. The 2021 Plan includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued or granted to a non-employee director in any fiscal year (increased to $1,000,000 in the fiscal year in which the non-employee director joins the Board). For purposes of these limitations, the value of an equity award is based on its grant date fair value. Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors. 2025 Director Compensation Table The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors. Directors who are also our employees receive no additional compensation for their service as a director. The compensation received by Dr. Lennon as an employee of the Company is presented in “Executive Compensation—Summary Compensation Table”.

  14. Director Compensation Policy

    | Name | Fees Earned or Paid in Cash($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation($) | Total($) | | Caley Castelein, M.D. (2) | 80,000 | — | 57,968 | — | 137,968 | | Anupam Dalal, M.D. (3) | 55,000 | — | 57,968 | — | 112,968 | | Emma Reeve (4) | 60,000 | — | 57,968 | — | 117,968 | | Behzad Aghazadeh, Ph.D. (5) | 44,500 | — | 57,968 | — | 102,468 | | Karin Hehenberger, M.D., Ph.D. (6) | 22,250 | — | — | — | 22,250 | | Richard Maroun (7) | 60,000 | — | 57,968 | — | 117,968 | | Mohammad Hirmand, M.D. (8) | 40,000 | — | 57,968 | — | 97,968 | | Baiteng Zhao, M.D. (9) | 40,000 | | 57,968 | | 97,968 | | Neil Desai, Ph.D. (10) | 40,000 | — | 57,968 | — | 97,968 |

  15. Director Compensation Policy

    (1) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to our non-employee directors as of the grant date as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 (Share-Based Compensation) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our non-employee directors from the options. (2) As of December 31, 2025, Dr. Castelein held options to purchase 157,733 shares of Company common stock and 19,694 shares of common stock, respectively. (3) As of December 31, 2025, Dr. Dalal held options to purchase 157,733 shares of Company common stock and 1,130 shares of common stock, respectively. (4) As of December 31, 2025, Ms. Reeve held options to purchase 149,152 shares of Company common stock. (5) As of December 31, 2025, Dr. Aghazadeh held options to purchase 150,215 shares of Company common stock. As of December 31, 2025, Dr. Hehenberger did not hold options to purchase shares of Company common stock. Dr. Hehenberger ceased to be a director in June 2025. As of December 31, 2025, Mr. Maroun held options to purchase 174,005 shares of Company common stock. As of December 31, 2025, Dr. Hirmand held options to purchase 145,044 shares of Company common stock. (9) As of December 31, 2025, Dr. Zhao held options to purchase 101,198 shares of Company common stock. As of December 31, 2025, Dr. Desai held options to purchase 507,956 shares of Company common stock.

  16. Overview

    Overview Our executive compensation program reflects our growth and corporate goals. To date, the compensation of the named executive officers has consisted of a combination of base salary, annual cash bonus, and long-term equity incentive compensation in the form of restricted stock and stock options, and other employee benefits generally available to our employees. The named executive officers are also entitled to compensation and benefits upon certain terminations of employment pursuant to their executive employment agreements as described below. The named executive officers for the year ended December 31, 2025 were as follows: • David Lennon, Ph.D., our President and Chief Executive Officer; • Scott Giacobello, our Chief Financial Officer; and • Bryan Ball, our Chief Technical Operations Officer.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of the named executive officers for the years ending December 31, 2025 and 2024. The total compensation presented does not reflect the actual compensation received by our named executive officers. For example, the amounts in the “Stock Awards” column include the grant date fair values of time-based restricted stock units granted in that applicable year and the amounts in the “Option Awards” column include the grant date fair values of time-based stock options granted in that applicable year.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Compensation ($)(4) | All Other Compensation ($) | Total ($) | | David Lennon | 2025 | 676,504 | 390,000 | 1,318,907 | 973,664 | — | — | 3,359,075 | | President and Chief Executive Officer | 2024 | 654,400 | — | 124,800 | 232,868 | — | — | 1,012,068 | | Scott Giacobello | 2025 | 501,561 | 220,000 | 805,633 | 594,747 | — | — | 2,121,941 | | Chief Financial Officer | 2024 | 483,407 | — | 51,840 | 272,682 | — | — | 807,929 | | Bryan Ball | 2025 | 477,455 | 210,000 | 623,104 | 459,997 | — | — | 1,770,556 | | Chief Technical Operations Officer | 2024 | 460,173 | — | 38,400 | 149,998 | — | — | 648,571 |

  19. Summary Compensation Table

    (1) For 2025, these amounts represent bonus payments made under each respective officers' Retention Bonus Letter; see "–Retention Agreements" below. (2) The amounts reported in the Stock Awards column represent the grant date fair value of restricted stock units granted to the named executive officer as of the grant date as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units reported in the Stock Awards column are set forth in Note 9 (Share-Based Compensation) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the named executive officers as of the grant date as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 (Share-Based Compensation) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options. No cash bonuses were awarded for 2024 and 2025 under our Senior Executive Cash Incentive Bonus Plan.

  20. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding outstanding equity awards for each of the named executive officers as of December 31, 2025.

  21. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | | Stock Awards | | | Name and Principal Position | Grant Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | | David Lennon | 4/1/2025 | — | 775,828 | 1.70 | 4/1/2035 | — | — | | President and | 4/1/2025(3) | — | — | — | — | 775,828 | 1,877,503 | | Chief Executive Officer | 3/1/2024 (4) | 30,768 | — | 1.92 | 3/1/2034 | — | — | | | 3/1/2024 | 56,875 | 73,125 | 1.92 | 3/1/2034 | — | — | | | 3/1/2024 (5) | — | — | — | — | 65,000 | 157,300 | | | 10/2/2023 | 265,416 | 224,584 | 4.30 | 10/2/2033 | — | — | | | 10/2/2023 (6) | — | — | — | — | 32,558 | 78,790 | | Scott Giacobello | 4/1/2025 | — | 473,902 | 1.70 | 4/1/2035 | — | — | | Chief Financial Officer | 4/1/2025(3) | — | — | — | — | 473902 | 1,146,842 | | | 3/1/2024 (4) | 138,263 | — | 1.92 | 3/1/2034 | — | — | | | 3/1/2024 | — | 55,000 | 1.92 | 3/1/2034 | — | — | | | 3/1/2024 (5) | — | — | — | — | 27,000 | 65,340 | | | 4/3/2023 | 66,666 | 33,334 | 7.47 | 4/3/2033 | — | — | | | 3/1/2023 | 61,875 | 28,125 | 10.93 | 3/1/2033 | — | — | | | 4/1/2022 | 42,533 | 3,867 | 17.24 | 4/1/2032 | — | — | | | 11/1/2021 | 200,000 | — | 27.40 | 11/1/2031 | — | — | | Bryan Ball | 4/1/2025 | — | 366,532 | 1.70 | 4/1/2035 | — | — | | Chief Technical | 4/1/2025(3) | — | — | — | — | 366,532 | 887,007 | | Operations Officer | 3/1/2024(4) | 65,809 | — | 1.92 | 3/1/2034 | — | — | | | 3/1/2024 | — | 40,000 | 1.92 | 3/1/2034 | — | — | | | 3/1/2024 (5) | — | — | — | — | 20,000 | 48,400 | | | 3/1/2023 | 34,375 | 15,625 | 10.93 | 3/1/2033 | — | — | | | 8/15/2022 | 122,916 | 24,584 | 13.97 | 8/15/2032 | — | — |

  22. Outstanding Equity Awards at December 31, 2025

    (1) Unless otherwise noted, each option vests 25% on the first anniversary of the grant date, then vests in 36 equal monthly installments thereafter, such that the option is vested on the fourth anniversary of the grant date, subject to the holder continuing to provide services to the Company through each applicable vesting date. (2) Calculated by multiplying the number of unvested shares by $2.42, the closing price per share of our common stock on Nasdaq on December 31, 2025, the last trading day of 2025. (3) 100% of the restricted stock units vested on April 1, 2026. (4) Each option was granted in respect of amounts payable to such named executive officers under our 2023 bonus plan and was fully vested at grant. (5) 25% of such restricted stock units will vest on each anniversary of the grant date, subject to the holder continuing to provide services to the Company through each applicable vesting date. 100% of such restricted stock units vested on October 2, 2024.

  23. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and our performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  24. Pay Versus Performance

    | Year | Summary Compensation Table Total for Brendan Delaney¹ ($) | Summary Compensation Table Total for Scott Giacobello¹ ($) | Summary Compensation Table Total for David Lennon¹ ($) | Compensation Actually Paid to Brendan Delaney¹˒²˒³ ($) | Compensation Actually Paid to Scott Giacobello¹˒²˒³ ($) | Compensation Actually Paid to David Lennon ¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment based on: 4 TSR ($) | Net Income ($ Thousands) | | 2025 | — | — | 3,402,090 | — | — | 4,489,261 | 1,962,753 | 2,589,870 | 18.86 | (20,596) | | 2024 | — | — | 1,012,068 | — | — | 1,611,751 | 1,186,581 | 1,351,842 | 24.59 | (63,691) | | 2023 | 1,645,015 | 1,971,183 | 2,135,688 | (1,290,600) | 93,852 | 1,091,523 | 1,819,000 | (140,244) | 15.74 | (65,765) |

  25. Pay Versus Performance

    1. Brendan Delaney (“PEO 1”) was our PEO starting on January 1, 2023 until March 14, 2023. Scott Giacobello (“PEO 2”) was our interim CEO from March 15, 2023 to October 2, 2023. David Lennon (“PEO 3”) was our PEO from October 3, 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  26. Pay Versus Performance

    | 2023 | 2024 | 2025 | | Neil Desai | Scott Giacobello | Scott Giacobello | | Loretta Itri | Bryan Ball | Bryan Ball | | | Neil Desai | | | | Loretta Itri | |

  27. Pay Versus Performance

    2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Equity values are calculated in accordance with FASB ASC Topic 718.

  28. Pay Versus Performance

    | Year | Summary Compensation Table Total for David Lennon ($) | Exclusion of Stock Awards and Option Awards for David Lennon ($) | Inclusion of Equity Values for David Lennon ($) | Compensation Actually Paid to David Lennon ($) | | 2025 | 3,402,090 | (2,292,572) | 3,379,742 | 4,489,261 |

  29. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,962,753 | (1,241,741) | 1,868,858 | 2,589,870 |

  30. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  31. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for David Lennon ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for David Lennon ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for David Lennon ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for David Lennon ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for David Lennon ($) | Total - Inclusion of Equity Values for David Lennon ($) | | 2025 | 3,641,240 | (128,663) | — | (132,835) | — | 3,379,742 |

  32. Pay Versus Performance

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,972,229 | (35,835) | — | (67,536) | — | 1,868,858 |

  33. Pay Versus Performance

    The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2022 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.

  34. Participation in the PIPE Financing by the Company’s Directors, Executive Officers and 5% Holders

    Participation in the PIPE Financing by the Company’s Directors, Executive Officers and 5% Holders The PIPE Investors include entities that are related to Casey Castelein, M.D., Anupam Dalal, M.D., Behzad Aghazadeh, Ph.D. and Baiteng Zhao, Ph.D., who serve on our board of directors. Bryan Ball, an executive officer, also participated in the PIPE Financing. The following table presents the number of shares of common stock and/or Pre-Funded Warrants, as applicable, purchased and the total purchase price paid by these entities and individuals.

  35. Participation in the PIPE Financing by the Company’s Directors, Executive Officers and 5% Holders

    | Investor | Shares Purchased | Pre-Funded Warrants Purchased | Total Purchase Price ($) | | Entities affiliated with Avoro (1) | — | 8,333,000 | 19,998,367 | | Entities affiliated with Acuta (2) | 1,561,000 | — | 3,746,400 | | KVP Capital, L.P. (3) | 1,666,000 | — | 3,998,400 | | Entities affiliated with EcoR1 (4) | 2,082,000 | — | 4,996,800 | | WZCUBE LLC (5) | 1,250,000 | — | 3,000,000 | | Bryan Ball (6) | 100,000 | — | 240,000 |

  36. Participation in the PIPE Financing by the Company’s Directors, Executive Officers and 5% Holders

    Dr. Aghazadeh is a member of our board of directors and is a representative of Avoro. Dr. Dalal is a member of our board of directors and is a representative of Acuta Capital. Dr. Castelein is a member of our board of directors and is a representative of KVP Capital. (4) EcoR1 was a beneficial holder of more than 5% of our common stock at the time of the PIPE Financing. (5) Dr. Zhao is a member of our board of directors and is the sole manager of WZCUBE LLC. (6) Mr. Ball serves as our Chief Technical Operations Officer.