DEF 14A of Pyxis Oncology, Inc., Apr 30, 2026

DEF 14A of Pyxis Oncology, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-194032

Open on EDGAR

  1. ELECTION OF THREE CLASS II DIRECTORS

    ELECTION OF THREE CLASS II DIRECTORS

  2. General

    General Our business and affairs are managed under the direction of the Board. The Board presently consists of eight directors and is divided into three classes for purposes of elections, with staggered, three-year terms. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. There are no family relationships among any of our directors or executive officers. Our Board nominated Thomas Civik, Freda Lewis-Hall, M.D. and Michael A. Metzger for election to our Board as Class II directors at the Annual Meeting. Mr. Civik, Dr. Lewis-Hall and Mr. Metzger currently serve on our Board and have consented to be named in this proxy statement. Mr. Civik, Dr. Lewis-Hall and Mr. Metzger have agreed to serve as directors, if elected, until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier resignation or removal.

  3. Information Regarding Nominee and Continuing Directors

    Information Regarding Nominee and Continuing Directors The following table sets forth information with respect to our directors, including the director nominees for election at the Annual Meeting:

  4. Information Regarding Nominee and Continuing Directors

    | Name | Age | Position Held | Director Since | Class and Year in Which Term Will Expire | | Nominees for Election at the Annual Meeting | | | | | | Thomas Civik | 57 | Interim Chief Executive Officer, Director | September 2021 | Class II - 2026 | | Freda Lewis-Hall, M.D. | 71 | Director | September 2021 | Class II - 2026 | | Michael A. Metzger | 55 | Director | June 2024 | Class II - 2026 | | Continuing Directors | | | | | | John Flavin | 57 | Director and Chairman of the Board | May 2019 | Class III - 2027 | | Jakob Dupont, M.D. | 61 | Director | August 2023 | Class III - 2027 | | Santhosh Palani, Ph. D., CFA | 43 | Director | March 2024 | Class I - 2028 | | Darren Cline | 61 | Director | September 2021 | Class I - 2028 | | Rachel Humphrey, M.D. | 64 | Director | August 2022 | Class I - 2028 |

  5. Information Regarding Nominee and Continuing Directors

    Dr. Lara Sullivan resigned from her position as a member of the Board in April 2026 and ceased to serve as President, Chief Executive Officer, and Chief Medical Officer, effective February 2, 2026. Additional descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our Board at this time.

  6. Board Nominees

    Board Nominees

  7. Class II Director

    Class II Director Thomas Civik. Mr. Civik was appointed as our Interim Chief Executive Officer in February 2026 and has been serving as our director since September 2021. Mr. Civik previously served as Chairperson of the Board of ImCheck Therapeutics and Repare Therapeutics Inc. through their respective acquisitions by Ipsen and XOMA Royalty Corporation. From April 2020 to May 2021, Mr. Civik served as President, Chief Executive Officer and a member of the board of directors at Five Prime Therapeutics, Inc., a biotechnology company. From November 2017 until September 2019, Mr. Civik served as Chief Commercial Officer of Foundation Medicine, Inc., a genomic profiling and molecular information company. From December 2000 to November 2017, Mr. Civik served in positions of increasing responsibility at Genentech, Inc. (“Genentech”), a biotechnology company, most recently serving as Vice President and Franchise Head leading the commercialization efforts for the Avastin®, Tarceva®, Tecentriq®, and Alecensa®, products. From July 1992 to December 2000, Mr. Civik served at Sanofi S.A. in sales and marketing roles of increasing responsibility. Mr. Civik received an M.B.A. in business strategy and marketing from the Kellogg School of Management at Northwestern University and a B.A. in political science from Saint Norbert College. The Board believes that Mr. Civik is qualified to serve on our Board because of his extensive commercial expertise and leadership experience at other biotechnology companies. Freda Lewis-Hall, M.D. Dr. Lewis-Hall has served as a member of our Board since September 2021. Dr. Lewis-Hall served as Senior Medical Advisor to the Chief Executive Officer at Pfizer Inc. (“Pfizer”), a pharmaceutical and biotechnology corporation, until her retirement in March 2020. Prior to this role, Dr. Lewis-Hall was the Chief Patient Officer and Executive Vice President at Pfizer, a multinational pharmaceutical and biotechnology corporation, from January 2019 to January 2020. In this role, Freda worked to extend the reach of Pfizer’s patient-facing health information and education and amplify the patient’s voice inside and outside Pfizer. From 2009 to 2018 Freda served as Pfizer’s Chief Medical Officer, responsible for the safe, effective and appropriate use of Pfizer medicines and vaccines. Prior to joining Pfizer in 2009, Dr. Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals, Inc., from June 2008 to May 2009, and Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Co. from 2003 to May 2008. Dr. Lewis-Hall has served on the board of directors of SpringWorks Therapeutics, Inc. since August 2017 to July 2025 through its acquisition by Merck KGaA, Darmstadt, Germany, Exact Sciences Corporation since November 2020 to June 2024 and CDT Equity (formerly, Conduit Pharmaceuticals) since September 2023. She served as a member of the board of directors for Milliken & Company from July 2019 until 2025 and a member of 1lifehealthcare, Inc. board from November 2019 to 2023. From December 2014 to May 2017, she served on the board of directors of Tenet Healthcare Corporation. Dr. Lewis-Hall earned a B.A. in Natural Sciences from Johns Hopkins University and an M.D. from Howard University College of Medicine. She is an Honorary Fellow of the Faculty of Pharmaceutical Medicine of the Royal College of Physicians of the United Kingdom, and Distinguished Fellow of the American Psychiatric Association. The Board believes that Dr. Lewis-Hall is qualified to serve on our Board based on her expertise and experience in the life sciences industry and her leadership experience as a senior executive at various biopharmaceutical companies as well as her educational background. Michael A. Metzger. Mr. Metzger was appointed to our Board in June 2024. Mr. Metzger has served as Chief Executive Officer of Syndax Pharmaceuticals Inc. (“Syndax”), a commercial stage biopharmaceutical company, since February 2022 and previously served as its President and Chief Operating Officer from May 2015 and has been a member of the board of directors of Syndax since July 2019. Prior to joining Syndax, Mr. Metzger was President and COO from December 2013 to October 2014 and President, Chief Executive Officer and a member of the board of directors of Regado Biosciences, Inc., a former publicly traded biotechnology company, from October 2014 to May 2015, where he oversaw the company’s successful merger with Tobira Therapeutics, Inc. in 2015. Previously, Mr. Metzger served as Executive Vice President and Chief Operating Officer at Mersana Therapeutics, Inc., a privately held biopharmaceutical company developing novel immunoconjugate therapies for cancer, from March 2011 to November 2013, and in senior business development positions including leading mergers and acquisitions at Forest Laboratories, LLC, which was acquired by Allergan plc, a publicly traded company, from 2006 to February 2011. Prior to Forest, Mr. Metzger served as Vice President Corporate Development at Onconova Therapeutics, Inc. and was a Managing Director at MESA Partners, Inc., a venture capital firm. Mr. Metzger previously served on the board of CTI Biopharma Corp., a publicly traded biopharmaceutical company, and currently serves on the board of a not-for-profit company. Mr. Metzger received a B.A. from George Washington University and an M.B.A. in Finance from the New York University Stern School of Business. The Board believes that Mr. Metzger is qualified to serve on our Board based on his expertise and experience in biotechnology companies and his leadership experience as a Chief Executive Officer at various biopharmaceutical companies as well as his educational background.

  8. Continuing – Class III Directors

    Continuing – Class III Directors John Flavin. Mr. Flavin is co-founder and founding Chair of the Board. Mr. Flavin has served as Chair of the Board since our IPO. He is also the Founder and Chief Executive Officer of Portal Innovations, a life sciences venture development engine, since February 2020. Mr. Flavin also serves as Executive Chairman at ClostraBio Inc., board member at Syntax Bio, Inc., advisor to the Rice University Biotech Launchpad, advisor to UChicago Therapeutics Discovery Institute, advisor to Argonne National Laboratory, and Managing Director at Flavin Ventures LLC. Prior to joining us, between April 2018 and February 2020, Mr. Flavin was the Chief Financial Officer at Endotronix, Inc., a heat failure medtech company. Between September 2013 and April 2018, Mr. Flavin was the Head of the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. Mr. Flavin has over 30 years of experience in finance, operations, and innovation. Mr. Flavin has co-founded and scaled several life sciences companies as President and Chief Financial Officer such as Advanced Life Sciences and MediChem Life Sciences (which he took public on NASDAQ). Mr. Flavin has also co-founded and led transformative life sciences incubators including MATTER and the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. He received his B.S. in Business Administration from Marquette University and his M.B.A. in Finance from Lewis University. The Board believes that Mr. Flavin is qualified to serve on our Board because of his extensive expertise and experience in the life sciences industry, knowledge of our operations and his leadership experience in other companies in our industry. Jakob Dupont, M.D. Dr. Dupont has served as a member of our Board since August 2023. Prior to joining us, Dr. Dupont served as a member of the board of directors at Apexigen, Inc. (“Apexigen”) from August 2020 until we completed the acquisition of Apexigen in August 2023. Dr. Dupont currently serves as an Executive Partner at Sofinnova Investments, a healthcare investment firm. Dr. Dupont also serves on the board of directors of Avenzo and Bolt Biotherapeutics and as a board observer for OnCusp. Prior to joining Sofinnova, Dr. Dupont served as the Global Head of Research and Development and Executive Vice President at Atara Biotherapeutics, a biotechnology company, from May 2020 to December 2023. From December 2018 to May 2020, he served as Chief Medical Officer and from May 2020 to July 2021 as a consultant oncologist at Gossamer Bio Inc., a clinical-stage biopharmaceutical company. From January 2017 to December 2018, he served as Vice President, Global Head Breast and Gynecologic Cancer Development at Genentech, a biotechnology company. Dr. Dupont served as Chief Medical Officer and Senior Vice President at OncoMed Pharmaceuticals, a biotechnology company, from October 2011 to December 2016. Dr. Dupont holds an A.B. in Philosophy from Vassar College, an M.A. in Philosophy from New York University and an M.D. from Cornell University. The Board believes that Dr. Dupont is qualified to serve on our Board because of his extensive experience in the biotechnology field and his knowledge and expertise in oncology drug development.

  9. Continuing - Class I Directors

    Continuing - Class I Directors Santhosh Palani, Ph.D., CFA. Dr. Palani was appointed to our Board in March 2024. Dr. Palani is the Founder and CEO of PSP Research, a healthcare-focused investment advisory firm, a position he has held since 2024. Prior to starting PSP, Dr. Palani was a Partner from 2020 to 2024 at PFM Health Sciences. At PFM, Dr. Palani led public and private biotechnology investments and served on the board of companies in the cell therapy and gene editing fields. Prior to joining PFM in 2020, Dr. Palani was a Principal at New Enterprise Associates, a venture capital financing company, where he invested in early-stage private biotechnology companies and served on the boards of companies in the radiopharmaceuticals, cell therapy, targeted oncology, and gene editing fields. From 2016 to 2018, Dr. Palani was a Vice President of Biotechnology Equity Research at Cowen and Company, where he covered small- to mid-cap biotechnology stocks across numerous therapeutic areas. Prior to his time at Cowen, Dr. Palani was in oncology drug development at Pfizer Inc. (“Pfizer”) and Takeda Pharmaceuticals. Dr. Palani has a Ph.D. in bioengineering from the University of Pennsylvania and completed his postdoctoral work in biochemistry and molecular biophysics at Columbia University. He also holds a M.S. in chemical engineering from Texas A&M University and a B.S. in chemical engineering from the University of Madras. Dr. Palani is a CFA® Charterholder. The Board believes that Dr. Palani is qualified to serve on our Board based his strong financial and investing background, significant experience in the biotech industry and experience in the fields of internal medicine, endocrinology and oncology. Darren Cline. Mr. Cline has been a member of our Board since September 2021. He currently serves as Chief Commercial Officer of Xenon Pharmaceuticals Inc., a biotechnology company. He also currently serves on the board of directors of Pliant Therapeutics and previously served on the boards of Impel Pharmaceuticals and Stemline Therapeutics, each a biopharmaceutical company. From March 2022 to March 2023, Mr. Cline was President and Chief Executive Officer of Epygenix Therapeutics, Inc. Prior to that, from April 2019 to December 2021, he served as U.S. Chief Commercial Officer and a member of the Executive Committee at Greenwich Bioscience, the U.S. subsidiary of GW Pharmaceuticals, prior to its acquisition by Jazz Pharmaceuticals. Earlier in his career, Mr. Cline served as Executive Vice President, Commercial at Seattle Genetics, Inc. from October 2010 to March 2019, where he led marketing, sales, and managed markets. He played a key role in the commercial launch and continued growth of Adcetris®, an antibody-based biologic approved by the FDA for the treatment of certain hematologic cancers. Before that, from October 2006 to October 2009, he was at Alexion Pharmaceuticals, where he was part of the initial commercial leadership team for the launch of Soliris®, helping to build key sales functions. Mr. Cline began his career at Amgen and also held roles at InterMune prior to joining Alexion Pharmaceuticals. Mr. Cline holds a bachelor’s degree from San Diego State University and an M.B.A. from Pepperdine University. The Board believes that Mr. Cline is qualified to serve on our Board because of his management experience and background in the biotechnology sector. Rachel Humphrey, M.D. Dr. Humphrey has served as a member of our Board since August 2022. Dr. Humphrey is a medical oncologist with over 25 years of experience in the pharmaceutical industry. Currently she serves as President and Founding CEO of Normunity, a biotechnology company focused on immuno-oncology mechanisms, a position she has held since October 2021. Dr. Humphrey also serve as an executive chair of the board of Voro Therapeutics, since March 2025 and a member of the board at Affibody, since May, 2025. Dr. Humphrey also serves on the board of directors of Sporos Bioventures and as a member of the Scientific Advisory Boards of both Grey Wolf Therapeutics and HotSpot Therapeutics. Previously, she served as Chief Medical Officer at Black Diamond Therapeutics, a novel precision oncology therapy company, from September 2021 to September 2022, and as Chief Medical Officer at Treadwell Therapeutics, Inc., a clinical stage, multi-modality oncology company, from January 2020 to May 2020 and Head of Research and Development at TIO Bioventures, a venture capital firm, over the same time period. Dr. Humphrey served as Senior Vice President, Chief Medical Officer at CytomX Therapeutics, a clinical-stage biopharmaceutical company, from August 2015 to September 2019. Over the course of her career, Dr. Humphrey also held numerous senior leadership roles in large pharmaceutical companies including Senior Vice President and Head of Immuno-Oncology at AstraZeneca, and Vice President, Clinical Development and Immuno-oncology at Bristol-Myers Squibb where she supervised the development of ipilimumab (Yervoy) from early development to post-launch and founded and chaired the first immuno-oncology working group. She currently serves on the board of directors of Sporos Biosciences, and previously served on the board of directors of Xilio and CytomX Therapeutics, respectively. Dr. Humphrey holds an M.D. from Case Western Reserve University and a B.A. from Harvard University. She received her training in internal medicine at the Johns Hopkins Hospital and started her career as an oncology fellow and staff physician at the National Cancer Institute in Bethesda, Maryland. The Board believes that Dr. Humphrey is qualified to serve on our Board based on her expertise and experience in the life sciences industry and her leadership experience as a senior executive at various biopharmaceutical companies as well as her educational background

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board engaged Aon plc (“Aon”), an independent compensation consultant, to provide advice on non-employee director compensation. Based on such review, the Board approved the cash component of the non-employee director compensation program set forth below for 2025, which was same as in 2024:

  11. DIRECTOR COMPENSATION

    | Board Position | Annual Compensation | | Board of Directors | | | Board Cash Retainer – Non-Employee Directors | $40,000 | | Additional Chair of the Board Cash Retainer | $30,000 | | Committee Member Cash Retainers | | | Audit Committee | $7,500 | | Compensation Committee | $7,500 | | Nominating and Governance Committee | $5,000 | | Research and Development Committee | $4,000 | | Additional Committee Chair Cash Retainers | | | Audit Committee | $15,000 | | Compensation Committee | $15,000 | | Nominating and Governance Committee | $10,000 | | Research and Development Committee | $8,000 |

  12. DIRECTOR COMPENSATION

    In addition, our non-employee directors are eligible to receive an annual equity award and an equity award at the time the director joins the Board (sign-on equity award). Prior to 2024, our practice was to grant annual equity awards and sign-on equity awards to directors based on fixed dollar amounts. Based on the recommendation of the Compensation Committee’s previous independent compensation consultant, Pearl Meyer & Partners, LLC and considering the volatility in our stock price, beginning in 2024, the Compensation Committee determined that the number of shares that would be subject to the sign-on equity awards and annual equity awards would equal 0.12% and 0.06% of the Company’s common stock outstanding, respectively. For 2025, based on Aon’s recommendation, the Compensation Committee maintained this structure and, for 2026, increased these percentages to 0.146% and 0.073% of the Company’s common stock outstanding, respectively. The vesting schedules for the non-employee director equity awards are as follows; • The annual equity award will vest in full on the first anniversary of the grant date, subject to the director’s continued service through the applicable vesting date; and • The sign-on equity award vests in three equal installments beginning on the first anniversary of the vest commencement date, subject to the director’s continued service through the applicable vesting date. In addition, for 2025, the Compensation Committee approved a fee of $4,000 for each financing sub-committee meeting attended, subject to an aggregate annual cap of $35,000 per director. Messrs. Flavin and Metzger and Dr. Palani each attended 10 financing sub-committee meetings during the year ended December 31, 2025. Additionally, we have entered into consulting arrangements with Dr. Dupont, Dr. Humphrey and Dr. Palani to leverage their expertise in clinical development and medical monitoring of our clinical trials. The consulting arrangements were approved by the Compensation Committee and provides for an hourly fee of $750. The arrangements with Drs. Humphrey and Palani are subject to an overall limitation on fees equal to $120,000 per year. We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on the Board.

  13. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information for the fiscal year ended December 31, 2025 regarding the compensation awarded to, earned by or paid to each of our non-employee directors serving during 2025. Dr. Sullivan also served as a member of the Board in 2025, but did not receive any additional compensation for her service on the Board. Please see the “2025 Summary Compensation Table” within “Executive Compensation” for a summary of the compensation Dr. Sullivan received for her service as our President, Chief Executive Officer and Chief Medical Officer during 2025.

  14. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2) | All Other Compensation ($) (3) | Total ($) | | John Flavin | 127,500 | 28,404 | — | 155,904 | | Thomas Civik(4) | 47,500 | 28,404 | — | 75,904 | | Darren Cline | 55,000 | 28,404 | — | 83,404 | | Jakob Dupont, M.D. | 49,000 | 28,404 | 119,250 | 196,654 | | Freda Lewis-Hall, M.D. | 45,000 | 28,404 | — | 73,404 | | Rachel Humphrey, M.D. | 59,500 | 28,404 | 119,625 | 207,529 | | Michael A. Metzger | 90,000 | 28,404 | — | 118,404 | | Santhosh Palani, Ph.D., CFA | 97,500 | 28,404 | 1,875 | 127,779 |

  15. 2025 Director Compensation Table

    | (1) The following table summarizes the equity awards granted to our non-employee directors for their service on the Board during 2025 and the grant date fair values of such equity awards: |

  16. 2025 Director Compensation Table

    | Name | Grant Date | Number of Shares Underlying Option Award Grants (#) | Grant Date Fair Value of Option Award Grants ($) | | John Flavin | 3/31/2025 | 36,979 | 28,404 | | Thomas Civik(4) | 3/31/2025 | 36,979 | 28,404 | | Darren Cline | 3/31/2025 | 36,979 | 28,404 | | Jakob Dupont, M.D. | 3/31/2025 | 36,979 | 28,404 | | Freda Lewis-Hall, M.D. | 3/31/2025 | 36,979 | 28,404 | | Rachel Humphrey, M.D. | 3/31/2025 | 36,979 | 28,404 | | Michael A. Metzger | 3/31/2025 | 36,979 | 28,404 | | Santhosh Palani, Ph.D., CFA | 3/31/2025 | 36,979 | 28,404 |

  17. 2025 Director Compensation Table

    | (2) The amounts reported in this column reflect the aggregate grant date fair values of the stock options granted for the fiscal year ended December 31, 2025, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 15 – “Stock-Based Compensation” within our Notes to Financial Statements included in Part II, Item 8 within our Annual Report on Form 10-K for the year ended December 31, 2025. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on the Board. | | (3) The amounts reported in this column reflect fees paid to Dr. Dupont, Dr. Humphrey and Dr. Palani for providing consulting services to the Company related to clinical development and medical monitoring of clinical trials for micvotabart pelidotin (MICVO, formerly PYX-201). | | (4) Mr. Civik was appointed to serve as Interim Chief Executive Officer in February 2026. The amounts reported represent compensation paid to Mr. Civik for 2025 for his service as a non-employee Board member. |

  18. Director Outstanding Equity Awards at Fiscal Year-End 2025

    Director Outstanding Equity Awards at Fiscal Year-End 2025 The following table summarizes the equity awards that were outstanding as of December 31, 2025 for each of our non-employee directors serving during 2025:

  19. Director Outstanding Equity Awards at Fiscal Year-End 2025

    | | Options Awards | | Name | Outstanding at Year-End (#)(a) | | John Flavin | 94,895 | | Thomas Civik | 138,919 | | Darren Cline | 94,895 | | Jakob Dupont, M.D. | 456,103 | | Freda Lewis-Hall, M.D. | 94,895 | | Rachel Humphrey, M.D. | 273,199 | | Michael A. Metzger | 107,662 | | Santhosh Palani, Ph.D., CFA | 106,739 |

  20. Director Outstanding Equity Awards at Fiscal Year-End 2025

    | (a) Outstanding option awards represent both exercisable and unexercisable awards. |

  21. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for services performed in the year ended December 31, 2025 and, to the extent required by the SEC disclosure rules, 2024:

  22. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6)(7) | Total ($) | | Lara Sullivan, M.D.(1) | 2025 | 646,875 | — | — | 723,076 | 291,094 | 10,500 | 1,671,545 | | Former President, Chief Executive Officer and Chief Medical Officer | 2024 | 625,000 | — | 1,249,152 | 4,766,566 | 421,875 | 10,350 | 7,072,943 | | Jitendra Wadhane(2) | 2025 | 414,000 | — | — | 207,702 | 134,550 | 10,500 | 766,752 | | Principal Financial and Accounting Officer | | | | | | | | | | Pamela Connealy(3) | 2025 | 262,796 | — | 402,365(8) | 349,092(9) | — | 410,984(10) | 1,425,237 | | Former Chief Financial Officer and Chief Operating Officer | 2024 | 504,000 | — | 1,413,602 | 393,607 | 249,480 | 10,350 | 2,571,039 |

  23. 2025 Summary Compensation Table

    | (1) Dr. Sullivan ceased serving as President, Chief Executive Officer and Chief Medical Officer effective February 2, 2026. | | (2) Mr. Wadhane was not a named executive officer in 2024. | | (3) Ms. Connealy retired from her positions as Chief Financial Officer and Chief Operating Officer effective July 1, 2025. | | (4) The amounts reported in this column for 2025 reflect the aggregate grant date fair values of the stock options granted for the fiscal year ended December 31, 2025, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 15 – “Stock-Based Compensation” within our Notes to Financial Statements included in Part II, Item 8 within our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officers. | | (5) The amounts reported in this column for 2025 represent annual incentive bonuses that were paid based on the achievement of corporate and, in the case of Mr. Wadhane, a combination of corporate and individual performance goals in 2025, with the Compensation Committee determining that 75% of the applicable corporate objectives had been achieved. Because Ms. Connealy terminated employment prior to December 31, 2025, she did not earn or receive an annual bonus for 2025. Please see the description above under “Annual Cash Bonuses” for further information regarding the 2025 bonuses. | | (6) The amounts reported in this column for 2025 for Dr. Sullivan and Mr. Wadhane reflect the matching 401(k) contribution paid by us on their behalf for 2025. | | (7) In accordance with SEC rules, the compensation described in this table does not include various health and welfare or other benefits received by our named executive officers that were generally available to all of our regular, full-time employees, as well |

  24. 2025 Summary Compensation Table

    | as certain perquisites and other benefits received by our named executive officers that, in the aggregate, were less than $10,000 for any officer. | | (8) During 2025, in connection with Ms. Connealy’s separation from the Company, the Compensation Committee approved the accelerated vesting of her previously granted unvested RSUs. The amount reported represents the aggregate incremental fair value associated with the accelerated vesting of her RSU grants. | | (9) During 2025, in connection with Ms. Connealy’s separation from the Company, the Compensation Committee approved the accelerated vesting of certain stock options granted to her and an extension of the post-termination exercise period for certain of her accelerated stock options. The amount reported includes (i) the aggregate grant-date fair value of stock options granted to her on March 31, 2025, in the amount of $326,112, as part of the regular annual equity refresh, and (ii) $22,980, representing the incremental fair value associated with the accelerated vesting of certain of her stock options and the extension of the post-termination exercise period. | | (10) All Other Compensation for Ms. Connealy for 2025 consists of $10,042 in Company matching contributions under the 401(k) plan and the following severance and benefits: (i) $391,230 in base salary continuation, and (ii) $9,712 of continued health coverage, respectively, as further described below under “Employment Agreements.” |

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding the outstanding equity awards held by each of the named executive officers as of December 31, 2025.

  26. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | Name | Grant Date | Footnote | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Lara Sullivan, M.D. | 3/31/2021 | | 990,461 | — | 2.21 | 3/31/2031 | — | — | | | 9/15/2021 | | 61,825 | — | 2.21 | 9/15/2031 | — | — | | | 10/7/2021 | | 962,289 | — | 16.00 | 10/7/2031 | — | — | | | 3/31/2022 | (3) | — | — | — | — | 46,411 | 53,373 | | | 3/24/2023 | (4) | — | — | — | — | 219,807 | 252,778 | | | 3/26/2024 | (5) | 468,667 | 602,575 | 3.83 | 3/26/2034 | — | — | | | 12/23/2024 | | 1,135,000 | — | 1.67 | 12/23/2034 | — | — | | | 3/31/2025 | (6) | — | 918,308 | 0.98 | 3/31/2035 | | | | Jitendra Wadhane | 7/31/2021 | | 157,257 | — | 2.21 | 7/31/2031 | — | — | | | 3/31/2022 | (7) | — | — | — | — | 2,728 | 3,137 | | | 3/24/2023 | (4) | — | — | — | — | 16,686 | 19,189 | | | 3/26/2024 | (8) | — | — | — | — | 73,960 | 85,054 | | | 12/23/2024 | | 150,000 | — | 1.67 | 12/23/2034 | — | — | | | 3/31/2025 | (6) | — | 263,782 | 0.98 | 3/31/2035 | — | — | | Pamela Connealy | 3/31/2025 | (6)(9) | 247,322 | — | 0.98 | 12/31/2030 | — | — |

  27. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Unexercised option exercisable awards represent both vested and unvested option awards. | | (2) The market value of shares that have not vested reflects a stock price of $1.15, our closing stock price on December 31, 2025, the last trading day of fiscal year 2025. | | (3) These RSUs vested 25% on the first anniversary of March 31, 2022, and then vested in 12 substantially-equal quarterly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. | | (4) These RSUs vested 25% on the first anniversary of March 24, 2023, and then vest in 36 substantially-equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. |

  28. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) These stock options vested 25% on the first anniversary of March 26, 2024, and then vest in 36 substantially-equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. | | (6) These stock options vested 25% on the first anniversary of March 31, 2025, and then vest in 36 substantially-equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. | | (7) These RSUs vested 25% on the first anniversary of March 31, 2022, and then vested in 36 substantially-equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. | | (8) These RSUs vested 25% on the first anniversary of March 26, 2024, and then vest in 36 substantially-equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. | | (9) In connection with Ms. Connealy’s separation from the Company, the Compensation Committee approved the acceleration of vesting of certain stock options previously granted to Ms. Connealy and extended the post-termination exercise period for those options through December 31, 2030. |

  29. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan In May 2024, the Board approved the Deferred Compensation Plan (“the NQDC Plan”). The NQDC Plan was made available to certain eligible employees and the Company’s non-employee directors, and allows those who elect to participate to defer the settlement of certain RSUs to a future period. Under the NQDC Plan, the Compensation Committee has the authority to provide that participants’ accounts will be deemed invested in notional investments other than shares of Company common stock. No such notional investment options are currently available under the NQDC Plan.