DEF 14A of Immunic, Inc., Apr 22, 2025

DEF 14A of Immunic, Inc.

Filed Apr 22, 2025 · FY20240001193805-25-000541

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Dr. Jörg Neermann. Dr. Neermann has been a member of the Board since April 2019. Since 2023, Dr. Neermann has been a venture partner with Vorwerk Ventures, a private venture capital fund. He most recently served as the CEO of the privately held German biotech company, Curexsys GmbH from May 2021 until September 2022. Prior to this until the end of 2020, Dr. Neermann worked for Life Sciences Partners (“LSP”) and was the managing director of LSP Services Deutschland GmbH, which provides management services for LSP V Coöperatieve U.A., one of the Company’s stockholders. He joined LSP in January 2007 and left the company in early 2021. Dr. Neermann’s prime focus and responsibility within LSP was to invest in unlisted securities. Prior to joining LSP, Dr. Neermann was the managing director of Deutsche Venture Capital, a venture capital and private equity division of Deutsche Bank, where he ran its healthcare investment franchise. Previously, he worked at Atlas Ventures in Germany where he also invested in the healthcare sector. Dr. Neermann has a strong scientific background and hands-on finance and investment expertise and has served on the boards of numerous European biotech and life science companies. From September 2011 until June 2023, Dr. Neermann served as a non-executive director at Vivoryon N.V., a German biotech company that went public on Euronext Amsterdam in 2014, which is active in the development of novel, disease-modifying therapeutics against Alzheimer’s disease. Currently, Dr. Neermann serves as a non-executive director at Idea AG, a private German company. Dr. Neermann was previously a supervisory board member of ViCentra B.V., a Dutch limited liability company, and Eyesense GmbH, a German limited liability company, until January 2021, Ventaleon GmbH, a German limited liability company, until December 2020, and Kuros AG, a Swiss-headquartered company, until May 2017. Dr. Neermann was also a board member of Imcyse S.A., a Belgian limited liability company, until January 2021. Currently, he is owner and managing director of Betula29 GmbH, a German limited liability company. Dr. Neermann studied biotechnology at the Technical University of Brunswick, Germany, and MIT in Cambridge, USA, and holds a Master’s degree and a Ph.D. in biotechnology from the Technical University in Brunswick, Germany. He also studied economics at the Technical University in Brunswick, Germany, and Harvard Business School. We believe that Dr. Neermann is qualified to serve on our board due to his scientific background and extensive experience as an investor in the biotechnology and healthcare industries, which enable him to contribute important insights to our board on strategic leadership and drug commercialization matters. Tamar Howson. Ms. Howson has been a member of the Board since October 2019. Ms. Howson has served as an independent director at MEI Pharma, Inc. since September 2019, and Cue Biopharma, Inc. since September 2020. She previously served as an independent director at Organovo Holdings, Inc. from June 2013 until September 2019, Enzymotec until December 2017, ContraVir until October 2018 and Scientus Pharma until December 2019. From January 2009 until December 2011, Ms. Howson worked as a Senior Advisor on the transaction team at JSB-Partners, providing business development support to life sciences companies. Before that, she served as Executive Vice President, Corporate Business Development at Lexicon Pharmaceuticals, Inc. Prior to her role at Lexicon Pharmaceuticals, Inc, Ms. Howson was Senior Vice President, Corporate and Business Development at Bristol-Myers Squibb Company, responsible for worldwide oversight and management of the identification, evaluation and negotiation of mergers and acquisitions, licensing and other external alliance activities. Additionally, Ms. Howson spent nearly a decade at SmithKline Beecham, where she served as Senior Vice President and Director, Business Development and managed the company’s USD 100 million venture capital fund, SR One. We believe that Ms. Howson’s extensive experience in corporate and business development in the biotechnology and pharmaceutical industries qualify her to serve as a member of our board. Barclay Phillips. Mr. Phillips has been a member of the Board since November 2019. From August 2020 to October 2024, Mr. Phillips was Chief Operating Officer and Chief Financial Officer of Ribometrix, Inc., a discovery stage biotechnology company developing RNA-targeted small molecule therapeutics. Since September 2019, Mr. Phillips has been the managing member of Domantle Consulting LLC, a business strategy consulting firm for biotechnology companies. From 2008 to May 2019, Mr. Phillips served as the Chief Financial Officer for three separate Nasdaq listed, development stage biotechnology companies; G1 Therapeutics, Inc. (GTHX), Novavax (NVAX) and Micromet (acquired by Amgen in 2012 for $1.2B). In addition to carrying the CFO role, Mr. Phillips also held the title of SVP Corporate Development at G1 Therapeutics. During his tenure as CFO, Mr. Phillips was responsible for all finance and accounting functions, financing strategy (successfully raising over $1.4B), Wall Street and investor relations, public relations and corporate strategy and corporate development. Prior to his CFO experience, Mr. Phillips had extensive experience in life science venture investing and public market investing, serving for 9 years as the Managing Director of Vector Fund Management, a late-stage life sciences venture capital fund with over $250 million in committed capital and approximately 30 venture investments in biotechnology, medical technology and healthcare services companies. In addition, Mr. Phillips was Biotechnology Analyst and Director of Venture Investments for INVESCO Funds group, a no-load mutual fund family with a healthcare sector fund franchise totaling over $3.5 billion in assets under management. Mr. Phillips has served on the boards of several public and private companies, including roles as Audit Chair and Chair of the Nominating and Corporate Governance committees. He received a Bachelor of Arts degree in economics from the University of Colorado at Boulder. We believe that Mr. Phillips’ significant expertise in the areas of financing strategy, capital markets, and business development for multiple, Nasdaq-listed life science companies qualify him to serve as a member of our board and lead independent director.

  2. Continuing Directors

    Continuing Directors Dr. Daniel Vitt. Dr. Vitt is our Chief Executive Officer and a member of the board, positions he has held since April 2019. From January 2017 to 2022, he was also managing director of Immunic Research GmbH in Halle (Saale), our Germany subsidiary. He joined Immunic in January 2017 from 4SC AG, a publicly listed stock company based in Martinsried, Germany, which he co-founded in 1997. At 4SC, he served as Chief Scientific Officer and Chief Development Officer. In addition, from December 2011 to November 2017, Dr. Vitt served as managing director of 4SC Discovery GmbH, a German limited liability company. As a member of the executive board of 4SC, he was responsible for all research and development activities at 4SC group including four clinical stage products. Dr. Vitt currently serves as managing director for Listrax UG, a German limited liability company, and Brauhaus Germering GmbH, a German limited liability company. He is also a director of Immunic Australia Pty Ltd., an Australian limited liability company. Dr. Vitt studied chemistry in Siegen and Würzburg, Germany from 1989 to 1994 and graduated from the University of Würzburg. During his doctoral studies, he focused on the molecular design of small molecule therapeutics. In 1998, he received his Ph.D. from the Institute of Organic Chemistry at the University of Würzburg. We believe that Dr. Vitt’s extensive senior management experience in the life sciences industry, including as the Company’s Chief Executive Officer, qualify him to serve as a member of our board. Dr. Duane Nash. Dr. Nash has been a member of the Board since January 2019 and has served as Chairman of the Board of Directors since April 2019, and as Executive Chairman since April 2020. Dr. Nash joined the Company in 2012, prior to the Exchange Transaction and has held various leadership roles in the Company, including Medical Director, Executive Vice President, Chief Business Officer, President, and Chief Executive Officer, a position he held until April 2019. Prior to joining the Company, Dr. Nash held various positions at Wedbush PacGrow Life Sciences, an investment bank, where he was employed from March 2009 to March 2012, serving most recently as Senior Vice President in Equity Research. Before that, he was a research analyst at Pacific Growth Equities, an investment bank, from April 2008 through March 2009, which was subsequently acquired by Wedbush Securities, Inc. Dr. Nash also practiced as an attorney from November 2002 to February 2008, most recently at the law firm of Davis Polk & Wardell, where he focused on intellectual property litigation and corporate matters. Dr. Nash has served on the board of directors of public and private companies in the pharmaceutical space since 2012. Dr. Nash earned a B.A. in biology from Williams College, an M.D. from Dartmouth Medical School, a J.D. from the University of California, Berkeley, and an M.B.A. from the University of Oxford. Dr. Nash completed his internship in general surgery at the University of California at San Francisco. We believe that Dr. Nash’s expertise and experience as a director and his service in various executive capacities for the Company, along with his extensive experience as an executive, research analyst and attorney, qualify him to serve as a member of our board. Maria Törnsén. Ms. Törnsén joined the Board in July 2022. Ms. Törnsén served as President (North America) of Calliditas Therapeutics AB from January 2024 to March 2025. Ms. Törnsén served as Chief Commercial Officer at Passage Bio from July 2021 until December 2022, where she was responsible for leading and building out the company’s commercial organization and strategy, including determining product positioning and paths to commercialization. From 2019 to 2021, Ms. Törnsén served as Senior Vice President and General Manager of Sarepta Therapeutics’ U.S. Commercial organization, including market access, trade & distribution, reimbursement, sales, patient services and marketing. From 2017 to 2019, she was Vice President, Global Therapeutic Area Head of rare neurological, metabolic and endocrine diseases at Sanofi Genzyme, where she managed a $1.6 B portfolio with five marketed and three pipeline products, and was commercial lead on multiple alliances. From 2011 to 2017, Ms. Törnsén held advancing commercialization roles in the endocrine and rare diseases groups at Shire, rising to the role of Vice President, Head of Endocrine Rare Disease Sales, U.S. Commercial. Earlier in her career, she gained experience in global marketing and as a Product Specialist at Merck KGaA and Eli Lilly, respectively. Ms. Törnsén earned a Master of Science (MSc) in International Business Administration from Lund University, Sweden. We believe that Ms. Törnsén’s extensive experience in product commercialization, organization and strategy qualify her to serve on our board. Dr. Richard Rudick. Dr. Rudick joined the Board in April 2023. Dr. Rudick has served since January 2023 as the President and CEO of Astoria Biologica, a private biotechnology company developing novel therapies for multiple sclerosis. Previously, Dr. Rudick served as the Vice President of Development Science at Biogen, Inc., a biotechnology company which engages in discovering, developing, and delivering therapies for neurological and neurodegenerative diseases, from May 2014 until September 2020. Dr. Rudick also served as a staff neurologist and director of the Mellen Center for the Cleveland Clinic from January 1987 until May 2014. Dr. Rudick holds an M.D. from Case Western Reserve University School of Medicine. We believe that Dr. Rudick‘s extensive leadership in clinical research and development experience of multiple sclerosis treatments qualify him to serve on our board. Ms. Simona Skerjanec. Ms. Skerjanec joined in the Board in July 2024. Ms. Skerjanec has nearly thirty years of global experience in the pharmaceutical industry overseeing product commercialization and business strategy initiatives. From March 2015 until December 2023, Ms. Skerjanec held several leadership positions at Roche in Switzerland, where she most recently served as Senior Vice President, Global Head of Neuroscience and Rare Diseases. In this role, Ms. Skerjanec led business and global corporate strategy for Roche’s portfolio of neurological and rare diseases. Previously, Ms. Skerjanec served as General Manager of Roche in Portugal and served as the Neuroimmunology Franchise Head where she was in charge of certain drug commercialization efforts on behalf of the company. Prior to joining Roche, Ms. Skerjanec was Senior Vice President and Cardiovascular Franchise Head at The Medicines Company where she held various roles in development and commercialization from July 2003 to February 2015. Before her employment at The Medicines Company, Ms. Skerjanec held positions at Eli Lilly, Pfizer, and Johnson & Johnson. Since May 2024, Ms. Skerjanec has served on the board of directors of Avidity Biosciences. Ms. Skerjanec received her M.Pharm from the University of Ljubljana School of Pharmacy and her MBA from Fairleigh Dickinson University. We believe that Ms. Skerjanec’s expertise and decades-long management of research and development and product commercialization efforts in the therapeutic areas of rare diseases, cardiology and neurology qualify her to serve on the Board.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In its evaluation of director candidates, including the member or members of the board eligible for reelection, our nominating and governance committee will consider the following:

  4. Considerations in Evaluating Director Nominees

    | • | The current size and composition of our board and the needs of the board and its respective committees; |

  5. Considerations in Evaluating Director Nominees

    | • | Factors such as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like. Our nominating and governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and |

  6. Considerations in Evaluating Director Nominees

    | • | Other factors that our nominating and governance committee may consider appropriate. |

  7. Considerations in Evaluating Director Nominees

    The nominating and governance committee also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. The nominating and governance committee does not have a formal policy with respect to diversity; however, our board and the nominating and governance committee believe that it is essential that members of our board represent diverse viewpoints. Any nominee for a position on the board must satisfy the following minimum qualifications:

  8. Considerations in Evaluating Director Nominees

    | • | The highest levels of personal and professional ethics and integrity; |

  9. Considerations in Evaluating Director Nominees

    | • | Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; |

  10. Considerations in Evaluating Director Nominees

    | • | Skills that are complementary to those of the existing board; |

  11. Considerations in Evaluating Director Nominees

    | • | The ability to assist and support management and make significant contributions to the Company’s success; and |

  12. Considerations in Evaluating Director Nominees

    | • | An understanding of the fiduciary responsibilities required of a member of the board and the commitment of time and energy necessary to diligently carry out those responsibilities. |

  13. Considerations in Evaluating Director Nominees

    If our nominating and governance committee determines that an additional or replacement director is required, the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full board the director nominee. Our nominating and governance committee has discretion to decide which individuals to recommend for nomination as directors and our board has the final authority in determining the selection of director candidates for nomination to our board.

  14. Director Compensation Policy

    Director Compensation Policy

  15. Director Compensation

    Director Compensation Our compensation committee retained Aon to provide recommendations on non-employee director compensation based on an analysis of market data compiled from comparable companies in the biotechnology industry. The following table summarizes compensation paid to our non-employee directors during or with respect to the fiscal year ended December 31, 2024.

  16. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | All Other Compensation ($) | Total ($) | | Tamar Howson | 54,250 | 122,489 | — | 176,739 | | Joerg Neermann | 60,000 | 125,275 | — | 185,275 | | Simona Skerjanec | 17,717 | 175,420 | — | 193,137 | | Barclay A. Phillips | 75,250 | 120,746 | — | 195,996 | | Rick Rudick | 50,625 | 98,270 | — | 148,895 | | Maria Tornsen | 57,125 | 101,265 | — | 158,390 |

  17. Director Compensation

    | (1) The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of Accounting Standards Codification (“ASC 718”) Compensation – Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 7 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. |

  18. PROPOSAL NUMBER 1 ELECTION OF CLASS II DIRECTORS

    PROPOSAL NUMBER 1 ELECTION OF CLASS II DIRECTORS Our board of directors is currently composed of eight directors and is divided into three staggered classes of directors. At the annual meeting, three Class II Directors will be elected to our board of directors by the holders of our common stock. Each Class II Director’s term continues until our 2028 annual meeting and the election and qualification of his or her successor, or such director’s earlier death, resignation or removal.

  19. Nominees for Director

    Nominees for Director Our nominating and governance committee recommended for nomination and our board of directors nominated Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips for election as Class II Directors at the annual meeting. If elected, they will serve as Class II Directors until the 2028 annual meeting and until their respective successors are duly elected and qualified. For more information concerning Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips, please see the section entitled “Board of Directors and Corporate Governance.” Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips have agreed to serve if elected, and management has no reason to believe that they will be unavailable to serve. In the event that any of them is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominees who may be proposed by the nominating and governance committee and designated by the present board of directors to fill the vacancy. Required Vote The Class II Directors elected to the board of directors will be elected by a plurality of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. In other words, if Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips receives a single “FOR” vote, he or she will be elected as Class II Director. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips. Broker non-votes will have no effect on this proposal. Our board of directors recommends a vote “FOR” the election to the board of directors of Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips as Class II Directors.

  20. Equity Compensation Policy

    Equity Compensation Policy While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers. In addition, non-employee directors receive grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to our Non-Employee Director Compensation Policy. Option grants generally are effective on the date the award determination is made by the Compensation Committee or the Board, as the case may be, and the exercise price of options is typically based upon the Fair Market Value of our common stock as defined in our 2019 Omnibus Equity Incentive Plan, as amended. For additional information, see the section of this proxy statement entitled “Director Compensation Policy.” See also the Existing 2019 Omnibus Plan, as amended, which is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. During the fiscal year ended December 31, 2024, we did not award any equity awards to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.

  21. Summary Compensation Table

    Summary Compensation Table Our named executive officers (“NEOs”) for the year ended December 31, 2024 are Dr. Daniel Vitt, our Chief Executive Officer and Director; Dr. Duane Nash, our Executive Chairman; Jason Tardio our Chief Operating Officer and President, Dr. Andreas Muehler, our Chief Medical Officer; and Glenn Whaley, our Chief Financial Officer.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Option | Stock | Non-Equity | All Other | Total | | | | ($)(1) | Awards | Awards | Incentive Plan | Compensation | ($) | | | | | ($)(2) | ($) | Compensation | ($)(3) | | | | | | | | ($) | | | | Dr. Daniel Vitt | 2024 | 610,000 | 2,160,474 | | 167,749 | | 2,938,223 | | Chief Executive Officer | 2023 | 585,042 | 341,880 | | 284,917 | | 1,211,839 | | | | | | - | | - | | | Dr. Duane D. Nash (4) | 2024 | 388,416 | 745,729 | | 77,683 | | 1,211,828 | | Executive Chairman | 2023 | 363,000 | 144,355 | | 141,570 | | 648,925 | | | | | | - | | - | | | Dr. Andreas Muehler | 2024 | 500,000 | 752,114 | | 100,000 | 16,121 | 1,368,235 | | Chief Medical Officer | 2023 | 493,030 | 150,427 | | 185,748 | 16,085 | 845,290 | | | | | | - | | | | | Glenn Whaley | 2024 | 445,000 | 637,957 | | 89,000 | | 1,171,957 | | Chief Financial Officer | 2023 | 415,000 | 125,356 | | 161,850 | | 702,206 | | | | | | - | | - | | | Jason Tardio (5) | 2024 | 250,000 | 670,219 | | 110,000 | | 1,030,219 | | COO and President | | | | | | | |

  23. Summary Compensation Table

    | (1) An exchange rate of 1.078 Euro to USD based on the average exchange rate for 2024 was used to convert payment amounts in euros for the table above for 2024. An exchange rate of 1.076 Euro to USD based on the average exchange rate for 2023 was used to convert payment amounts in euros for the table above for 2023. Dr. Vitt received payment of his salary in Euros. Dr. Muehler received payment in both USD and Euros. |

  24. Summary Compensation Table

    | (2) The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 7 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. |

  25. Summary Compensation Table

    | (3) For Dr. Muehler, represents a pension allowance. |

  26. Summary Compensation Table

    | (4) For 2024 and 2023, the amount in the “Salary” column represents combined compensation for service as Executive Chairman and the cash retainer payable for service on the Company’s board of directors. |

  27. Summary Compensation Table

    | (5) Mr. Tardio joined the Company in July 2024, and so received no compensation in 2023. |

  28. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with SEC rules, set forth below is our analysis of the relationship between the compensation actually paid to our Chief Executive Officer and other named executive officers (NEOs), and certain financial performance measures over the last three fiscal years.

  29. Pay versus Performance Disclosure Table

    Pay versus Performance Disclosure Table

  30. Pay versus Performance Disclosure Table

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: Company Total Shareholder Return ($) | Net Income (millions) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | 2,938,223 | 2,356,328 | 1,195,560 | 1,103,831 | 6.54 | (100.5) | | 2023 | 1,211,839 | 1,229,519 | 732,140 | 752,923 | 9.81 | (93.6) | | 2022 | 2,557,171 | 274,802 | 1,336,444 | 481,980 | 9.16 | (120.4) |

  31. Pay versus Performance Disclosure Table

    (1)The dollar amounts reported in this column are the amounts of total compensation reported for Daniel Vitt, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. (2)The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Daniel Vitt as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Vitt during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation, as reported on the Summary Compensation Table, for Daniel Vitt for each year to determine the compensation actually paid:

  32. Pay versus Performance Disclosure Table

    | Adjustments to Determine Compensation Actually Paid for CEO | 2024 | 2023 | 2022 | | Total Compensation (from Summary Compensation Table) | $2,938,223 | $1,211,839 | $2,557,171 | | Minus amounts reported under the “Stock Awards” column in the Summary Compensation Table | — | — | — | | Minus amounts reported under the “Option Awards” column in the Summary Compensation Table | (2,160,474) | (341,880) | (1,828,768) | | Plus fair value as of the end of the reported year of awards granted during the reported year that remain unvested as of year end | 1,546,707 | 393,594 | 234,357 | | Plus increase (or minus decrease) in fair value from the end of the prior year to the end of the reported year of awards granted prior to the reported year that were outstanding and unvested as of the end of the reported year | (128,373) | (18,927) | (624,700) | | Plus increase (or minus decrease) in fair value from the end of the prior year to vesting date of awards granted prior to the reported year that vested during the reported year | — | (15,107) | (63,258) | | Plus fair value as of the vesting date of any awards granted and vesting during the reported year | (34,089) | — | — | | Minus fair value as of the last day of the prior year of any awards for which the vesting conditions failed during the reported year | — | — | — | | Increase based on Incremental fair value of options modified during the year | 194,334 | | | | Compensation Actually Paid to CEO | $2,356,328 | $1,229,519 | $274,802 |

  33. Pay versus Performance Disclosure Table

    (3)The dollar amounts reported in this column represent the average of the amounts reported for the company’s named executive officers as a group (excluding Daniel Vitt) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Daniel Vitt) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Dr. Duane Nash, Dr. Andreas Muehler, Jason Tardio and Glenn Whaley; (ii) for 2023, Dr. Duane Nash, Dr. Andreas Muehler and Glenn Whaley; and (iii) for 2022, Dr. Duane Nash, Dr. Andreas Muehler and Glenn Whaley. (4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Daniel Vitt), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Daniel Vitt) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Daniel Vitt) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  34. Pay versus Performance Disclosure Table

    | Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs | 2024 | 2023 | 2022 | | Total Compensation (from Summary Compensation Table) | $1,195,560 | $732,140 | $1,336,444 | | Minus amounts reported under the “Stock Awards” column in the Summary Compensation Table | — | — | — | | Minus amounts reported under the “Option Awards” column in the Summary Compensation Table | (701,505) | (140,046) | (818,049) | | Plus fair value as of the end of the reported year of awards granted during the reported year that remain unvested as of year end | 479,690 | 110,496 | 88,651 | | Plus increase (or minus decrease) in fair value from the end of the prior year to the end of the reported year of awards granted prior to the reported year that were outstanding and unvested as of the end of the reported year | (20,610) | (6,053) | (203,166) | | Plus increase (or minus decrease) in fair value from the end of the prior year to vesting date of awards granted prior to the reported year that vested during the reported year | (7,506) | (4,063) | 2,394 | | Plus fair value as of the vesting date of any awards granted and vesting during the reported year | 69,975 | 60,449 | 75,704 | | Minus fair value as of the last day of the prior year of any awards for which the vesting conditions failed during the reported year | — | — | — | | Increase based on Incremental fair value of options modified during the year | 88,227 | | | | Compensation Actually Paid for Non-CEO NEOs | $1,103,831 | $752,923 | $481,980 |

  35. Pay versus Performance Disclosure Table

    The following graph presents the Compensation Actually Paid to our CEO and other Named Executive Officers versus our Company’s 3-year cumulative Total Shareholder Return. The following graph presents the Compensation Actually Paid to our CEO and other Named Executive Officers versus the Company’s Net Income.

  36. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Dr. Vitt is entitled to severance of one year’s salary and a bonus upon (i) the conclusion of his term of service under the Vitt Service Agreement, as such term may be further amended or extended, or (ii) the termination of his service before December 31, 2026, in each case provided that such non-extension or termination is not due to “serious cause.” Upon Dr. Nash’s termination of employment for any reason, Dr. Nash shall receive (a) a lump sum payment on the Date of Termination in an amount equal to the sum of the earned but unpaid Base Salary through Date of Termination (Base Salary and Date of Termination as defined in the Executive Chairman Agreement); plus (b) any other benefits or rights accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company. Dr. Muehler is entitled to severance of one year’s salary and a bonus upon (i) the conclusion of his term of service under the Amended Muehler Service and Employment Agreement, as such term may be amended or extended, or (ii) the termination of his service before December 31, 2026, in each case provided that such non-extension or termination is not due to “serious cause.” If Mr. Whaley’s employment is terminated by the Company without Cause or by him for Good Reason (each as defined in the Whaley Employment Agreement), Mr. Whaley is entitled to (i) twelve months’ base salary, (ii) any accrued but unpaid annual bonus for the fiscal year ended prior to termination, (iii) reimbursement of certain COBRA premiums, and (iv) 50% of his outstanding equity awards will vest and become immediately exercisable. If Mr. Tardio’s employment is terminated by the Company without Cause or by him for Good Reason (each as defined in the Tardio Agreement), Mr. Tardio is entitled to (i) twelve months’ base salary, (ii) any accrued but unpaid annual bonus for the fiscal year ended prior to termination, (iii) reimbursement of certain COBRA premiums, and (iv) 50% of his outstanding equity awards will vest and become immediately exercisable. The equity awards granted to our NEOs provide for accelerated vesting in connection with a Corporate Transaction in limited circumstances, as described below.

  37. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table sets forth certain information concerning outstanding equity for our named executive officers as of December 31, 2024.

  38. Outstanding Equity Awards as of December 31, 2024

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | Name | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1) | 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 | | Duane D. Nash, M.D., J.D. | 12/4/2024 | 75,000 | 225,000 | 1.25 | 12/4/2034 | 0 | 0 | | Executive Chairman | 1/17/2024 | 300,000 | — | 1.21 | 1/17/2034 | 0 | 0 | | | 1/2/2023 | 132,000 | — | 1.40 | 1/2/2033 | 0 | 0 | | | 6/15/2022 | 10,000 | — | 1.72 | 6/15/2032 | 0 | 0 | | | 3/10/2022 | 75,000 | — | 1.72 | 3/10/2032 | 0 | 0 | | | 6/10/2021 | 10,000 | — | 1.72 | 6/10/2031 | 0 | 0 | | | 4/15/2021 | 90,000 | — | 1.72 | 4/15/2031 | 0 | 0 | | | 10/22/2020 | 120,000 | — | 1.72 | 10/22/2030 | 0 | 0 | | | 7/2/2020 | 45,000 | — | 1.72 | 7/2/2030 | 0 | 0 | | | 7/22/2019 | 29,959 | — | 1.72 | 7/22/2029 | 0 | 0 | | Daniel Vitt | 12/4/2024 | — | 820,000 | 1.25 | 12/4/2034 | 0 | 0 | | Chief Executive Officer | 1/17/2024 | 338,333 | 821,667 | 1.21 | 1/17/2034 | 0 | 0 | | | 1/2/2023 | 162,500 | 137,500 | 1.40 | 1/23/2033 | 0 | 0 | | | 6/15/2022 | 6,875 | 3,125 | 1.72 | 6/15/2032 | 0 | 0 | | | 1/3/2022 | 170,208 | 44,792 | 1.72 | 1/3/2032 | 0 | 0 | | | 3/1/2021 | 115,000 | — | 1.72 | 3/1/2031 | 0 | 0 | | | 7/2/2020 | 80,000 | — | 1.72 | 7/2/2030 | 0 | 0 | | | 8/1/2019 | 65,000 | — | 1.72 | 8/1/2029 | 0 | 0 | | Andreas Muehler | 12/4/2024 | — | 315,000 | 1.25 | 12/4/2034 | 0 | 0 | | Chief Medical Officer | 1/17/2024 | 97,825 | 237,575 | 1.21 | 1/17/2034 | 0 | 0 | | | 1/2/2023 | 71,500 | 60,500 | 1.40 | 1/2/2033 | 0 | 0 | | | 6/15/2022 | 6,875 | 3,125 | 1.72 | 6/15/2032 | 0 | 0 | | | 1/3/2022 | 79,166 | 20,834 | 1.72 | 1/3/2032 | 0 | 0 | | | 3/1/2021 | 48,750 | 16,250 | 1.72 | 3/1/2031 | 0 | 0 | | | 7/2/2020 | 44,000 | — | 1.72 | 7/2/2030 | 0 | 0 | | | 8/12/2019 | 10,000 | — | 1.72 | 8/12/2029 | 0 | 0 | | | 8/1/2019 | 30,000 | — | 1.72 | 8/1/2029 | 0 | 0 | | Glenn Whaley | 12/4/2024 | — | 265,000 | 1.25 | 12/4/2034 | 0 | 0 | | Chief Financial Officer | 1/17/2024 | 86,158 | 209,242 | 1.21 | 1/17/2034 | 0 | 0 | | | 1/2/2023 | 59,583 | 50,417 | 1.40 | 1/2/2033 | 0 | 0 | | | 6/15/2022 | 6,875 | 3,125 | 1.72 | 6/15/2032 | 0 | 0 | | | 3/10/2022 | 30,000 | 10,000 | 1.72 | 3/10/2032 | 0 | 0 | | | 1/3/2022 | 55,416 | 14,584 | 1.72 | 1/3/2032 | 0 | 0 | | | 3/1/2021 | 40,000 | — | 1.72 | 3/1/2031 | 0 | 0 | | | 7/2/2020 | 30,000 | — | 1.72 | 7/2/2030 | 0 | 0 | | | 4/29/2020 | 15,000 | — | 1.72 | 4/29/2030 | 0 | 0 | | | 12/1/2019 | 15,000 | — | 1.72 | 12/1/2029 | 0 | 0 | | Jason Tardio | 12/4/2024 | — | 157,500 | 1.25 | 12/4/2034 | 0 | 0 | | Chief Operating Officer and President | 7/9/2024 | — | 500,000 | 1.25 | 7/9/2034 | 0 | 0 |

  39. Outstanding Equity Awards as of December 31, 2024

    (1) All options vest 25% on the first anniversary of the vesting commencement date and then in monthly installments over the following 36 months.