DEF 14A of Jasper Therapeutics, Inc., Jun 15, 2026

DEF 14A of Jasper Therapeutics, Inc.

Filed Jun 15, 2026 · FY20250001213900-26-068765

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Judith Shizuru, M.D., Ph.D. Dr. Shizuru has served as a member of our Board since September 2021. Dr. Shizuru is our scientific co-founder and served as a member of the board of directors of our Company prior to the merger with Amplitude Healthcare Acquisition Corporation (the “Pre-Merger Board”) from March 2018 to September 2021 and as Chair of its Scientific Advisory Board from December 2019 to September 2021. Dr. Shizuru is a Professor of Medicine (Blood and Marrow Transplantation) and Pediatrics (Stem Cell Transplantation) at Stanford. Dr. Shizuru is a member of the Stanford Blood and Marrow Transplantation and Cellular Therapy (“BMT-CT”) faculty, the Stanford Immunology Program, the Stanford Cancer Institute and the Institute for Stem Cell Biology and Regenerative Medicine. Dr. Shizuru received a Bachelor’s degree from Bennington College and an M.D. and Ph.D. from the Stanford University School of Medicine. She trained as a resident in adult internal medicine at the University of California, San Francisco, and in the sub-specialty of hematology at Stanford. Dr. Shizuru has been attending on the Stanford BMT-CT clinical service since 1997, and she oversees a research laboratory. Her laboratory is focused on understanding the cellular and molecular basis of resistance to engraftment of transplanted allogeneic hematopoietic cells, and the way in which bone marrow grafts modify immune responses including the induction of immune tolerance. Dr. Shizuru’s laboratory has developed the translational science of anti-CD117 antibodies, and was the first to advance an anti-human CD117 antibody as a transplant conditioning agent from the laboratory to the clinic. Dr. Shizuru has over 175 publications in the fields of immunology and hematopoietic cell transplantation. We believe that Dr. Shizuru is qualified to serve as a member of our Board because of her expertise in immunology, antibody and cellular therapies, and transplant conditioning agents, as well as her knowledge of our technology and product candidates, having co-founded our Company in 2018. Tom Wiggans. Mr. Wiggans has served as a member of our Board since November 2023. He was appointed as Executive Chairperson of the Board in January 2026 and served as Chairperson of the Board from November 2023 until his appointment as Executive Chairperson. He most recently served as the Chief Executive Officer and chair of the board of directors of Pardes Biosciences, Inc. (Nasdaq: PRDS) from March 2022 until its merger with MediPacific, Inc. in August 2023. Mr. Wiggans founded Dermira, Inc. (Nasdaq: DERM) in August 2010, and served as its Chief Executive Officer and a member of its board of directors from August 2010 and as the chairman of its board of directors from April 2014 until Dermira’s acquisition by Eli Lilly and Company in 2020. From October 2007, Mr. Wiggans served as chairman of the board of directors of Peplin, Inc. and in August 2008, he became its Chief Executive Officer, serving in these positions until Peplin’s acquisition by LEO Pharma Inc. in November 2009. Previously, Mr. Wiggans served as chief executive officer of Connetics USA from 1994, and as chairman of the board of directors of Connetics from January 2006 until December 2006 when Connetics was acquired by Stiefel Laboratories, Inc. From 1992 to 1994, Mr. Wiggans served as President and Chief Operating Officer of CytoTherapeutics, Inc., a biotechnology company. From 1980 to 1992, Mr. Wiggans served at Ares-Serono S.A. in various management positions, including as President of its U.S. pharmaceutical operations and Managing Director of its U.K. pharmaceutical operations. Mr. Wiggans began his career with Eli Lilly and Company. He currently serves on the board of directors of Annexon, Inc. (Nasdaq: ANNX), a position he has held since February 2017. Mr. Wiggans has previously served on the boards of various industry organizations, educational institutions and private and public companies, including service on the boards of directors of Cymabay Therapeutics, Inc. (Nasdaq: CBAY) from April 2021 until its acquisition by Gilead Sciences, Inc. in March 2024, Onyx Pharmaceuticals Inc. from March 2005 until its acquisition by Amgen Inc. in October 2013, Sangamo Biosciences, Inc. from June 2008 until June 2012, Somaxon Pharmaceuticals, Inc. from June 2008 until May 2012, Forma Therapeutics Holdings, Inc. from September 2020 until its acquisition by Novo Nordisk A/S in October 2022, and as chairman of the board of directors of Excaliard Pharmaceuticals, Inc. from October 2010 until its acquisition by Pfizer Inc. in December 2011. Mr. Wiggans was instrumental in the formation of the Biotechnology Industry Organization and served as a member of its board of directors for many years. He is currently a member of the Board of Trustees of the University of Kansas Endowment Association. Mr. Wiggans holds a B.S. in Pharmacy from the University of Kansas and an M.B.A. from Southern Methodist University. We believe that Mr. Wiggans is qualified to serve as a member of our Board because of his leadership and business and product development expertise, as well as his extensive experience in the pharmaceutical and therapeutics industry at both the executive and board level.

  2. Continuing Directors

    Continuing Directors Jeet Mahal. Mr. Mahal has served as our President, Chief Executive Officer and a member of our Board since January 2026. Prior to that, Mr. Mahal served as our Chief Operating Officer from March 2022. He served as our Chief Financial Officer and Corporate Secretary from September 2021 to September 2023 and as our Chief Business Officer from September 2021 to March 2022. Prior to that, Mr. Mahal had served as our Chief Financial and Business Officer since December 2019. Prior to joining our Company, Mr. Mahal worked at Portola Pharmaceuticals, Inc. from August 2008 to December 2019, where Mr. Mahal held a number of positions of increasing leadership, most recently as Vice President, Strategic Marketing from January 2019 to December 2019 and Vice President, Business Development from February 2013 to December 2018. While at Portola Pharmaceuticals, Inc., Mr. Mahal led the execution of multiple business development partnerships for Andexxa®, Bevyxxa® and cerdulatinib. Mr. Mahal also played a key role in the company’s equity financings, including its initial public offering and multiple royalty transactions. Earlier in his career, from January 2006 to September 2008, Mr. Mahal was Director, Business and New Product Development, at Johnson & Johnson on the cardiovascular in-licensing and Xarelto® product development teams. Mr. Mahal started his career in the drug development laboratories at COR Therapeutics. Mr. Mahal holds a Bachelor’s degree in Molecular and Cell Biology from U.C. Berkeley, a Master’s degree in Engineering from North Carolina State University, a Master’s degree in Molecular and Cell Biology from the Illinois Institute of Technology and an MBA from Duke University. We believe that Mr. Mahal is qualified to serve as a member of our Board because of his depth of experience in oncology and cell therapy development and commercialization, as well as deep relationships across the industry. Svetlana Lucas, Ph.D. Dr. Lucas has served as a member of our Board since June 2024. Dr. Lucas has served as the Chief Business Officer at Scribe Therapeutics Inc., a genetic medicine company, since June 2019, where she established multiple strategic collaborations with pharmaceutical companies, including Sanofi and Prevail Therapeutics, a subsidiary of Eli Lilly and Company. Previously, she served as Senior Vice President, Business Development at Tizona Therapeutics, Inc. (“Tizona”), a clinical-stage immunotherapy company, from January 2019 to June 2019, and prior to that as Vice President, Business Development from June 2015 to January 2019, where she was responsible for the company’s business development strategy and transactions, including a global strategic collaboration with AbbVie Inc. Before joining Tizona, Dr. Lucas was Head of Oncology and Inflammation External R&D Team at Amgen Inc. from August 2014 to July 2015 where she oversaw business development activities, including Amgen’s strategic cancer immunotherapy research collaboration and licensing agreement with Kite Pharma, and collaborated with Amgen Ventures on several investments in oncology and inflammation. Dr. Lucas joined Amgen following the acquisition of Onyx Pharmaceuticals, Inc., where she served as a Director, Corporate Development from September 2012 to August 2014 and spearheaded the company’s oncology partnering strategy and due diligence of new opportunities. She held positions of increasing responsibility in strategy, business development, and strategic marketing at Amgen from January 2003 to September 2005, PDL BioPharma/Facet Biotech (acquired by Abbvie) from September 2005 to July 2010, and XOMA Corporation from July 2010 to September 2012. From February 2001 to January 2003, Dr. Lucas was a strategy consultant in the Life Sciences practice of McKinsey & Company, Inc. She received her undergraduate degree in Biology from Moscow State University, and her Ph.D. in Molecular Biology and Biochemistry from the California Institute of Technology. Dr. Lucas has served on the board of directors of aTyr Pharma, Inc. (Nasdaq: ATYR) since June 2019 and as an advisor to Radar Therapeutics since October 2023. We believe that Dr. Lucas is qualified to serve as a member of our Board due to her extensive business development experience in the biotherapeutics industry. Kurt von Emster. Mr. von Emster has served as a member of our Board since September 2021. Mr. von Emster served on the Pre-Merger Board (as defined below) from November 2019 to September 2021. Mr. von Emster has been a Partner at Abingworth LLP, a venture capital firm, since January 2015 and as Managing Partner since July 2015. Prior to joining Abingworth, Mr. von Emster was a co-founder and Partner of venBio LLC, a venture capital firm, from May 2009 until January 2015. In 2001, Mr. von Emster became a General Partner at MPM Capital, a leading biotechnology private equity firm, and launched the MPM BioEquities Fund, a crossover public and private biotechnology hedge fund. He was the portfolio manager of this fund from inception in 2001 until his departure in 2009. Mr. von Emster’s investment career started in 1989 at Franklin Templeton Investments where he founded and managed several health and biotechnology funds in the 1990s. Mr. von Emster has served on the boards of directors of Tizona Therapeutics, Inc. since November 2020, Orbus Therapeutics, Inc. since July 2020, Launch Therapeutics since August 2021, SFJ Pharmaceuticals Inc. since April 2020 and Iambic Therapeutics since November 2023. He previously served as a director of CymaBay Therapeutics, Inc. (Nasdaq: CBAY) from April 2009 until its acquisition by Gilead Sciences, Inc. in March 2024, CRISPR Therapeutics AG (Nasdaq: CRSP) from March 2015 to June 2019, Vera Therapeutics, Inc. (Nasdaq: VERA) from November 2020 to May 2022, Vaxcyte, Inc. (Nasdaq: PCVX) from June 2019 to June 2022 and Trishula Therapeutics, Inc. from December 2020 to November 2021. Mr. von Emster holds a B.S. in Business and Economics from the University of California, Santa Barbara and is a Chartered Financial Analyst (CFA). We believe that Mr. von Emster is qualified to serve as a member of our Board because of his extensive financial and investment experience, as well as his experience serving on the boards of directors of other therapeutic and pharmaceutical companies.

  3. Continuing Directors

    Scott Brun, M.D. Dr. Brun has served as a member of our Board since June 2023. Dr. Brun is currently President at Gold Mast Consulting, LLC, an advisory firm he founded in 2019 to provide technical advice and strategic guidance related to biopharmaceutical research and development, pipeline portfolio management, commercialization of new therapeutics and strategic communications related to R&D activities. Dr. Brun serves as a Venture Partner at Abingworth LLP and as a member of the Strategic Advisory Board of Galapagos NV. Prior to his current roles, Dr. Brun had two decades of experience in various leadership roles at AbbVie, Inc., including 15 years at the predecessor company, Abbott Laboratories. The majority of his career has been focused on leading teams and clinical development organizations across a broad variety of therapeutic areas including autoimmune, neurologic and renal, among others. He was most recently Corporate Vice President of Scientific Affairs and Head of AbbVie Ventures, a corporate venture fund responsible for investment opportunities within AbbVie’s R&D therapeutic areas as well as technology platforms of interest from March 2016 to March 2019. Previously, Dr. Brun served as Corporate Vice President and Head of Pharmaceutical Development at AbbVie from November 2013 to March 2016. During his tenure at AbbVie, Dr. Brun oversaw a global organization with responsibilities for AbbVie’s entire portfolio of early-and late-stage clinical pre-registration pipeline compounds as well as marketed compounds within oncology, neurology, immunology, renal, infectious disease, and women’s and men’s health therapeutic areas. Prior to joining AbbVie, Dr. Brun spent over 15 years at Abbott Laboratories, where he held positions of increasing leadership responsibility in drug development within the R&D organization. Dr. Brun is a member of the boards of directors of Atsena Therapeutics and Trishula Therapeutics, Inc., both private, clinical-stage biopharmaceutical companies, Forte Biosciences, Inc. (Nasdaq: FBRX), a clinical-stage company focused on autoimmune diseases, and Cabaletta Bio, Inc. (Nasdaq: CABA), a clinical-stage biotechnology company focused on the discovery and development of engineered T cell therapies for autoimmune diseases. Previously, Dr. Brun served as a Senior Advisor to the business development team at Horizon Therapeutics plc (Nasdaq: HZNP) from 2020 to 2023. Dr. Brun received his B.S. in Biochemistry from the University of Illinois at Urbana-Champaign and earned his M.D. from the Johns Hopkins University School of Medicine. He completed his residency in ophthalmology at the Massachusetts Eye and Ear Infirmary, Harvard Medical School. We believe that Dr. Brun is qualified to serve as a member of our Board because of his extensive background in research, development and commercialization of product candidates, as well as his current and prior service with pharmaceutical and biotechnology companies on matters pertaining to strategy and operations. Vishal Kapoor. Mr. Kapoor has served as a member of our Board since February 2023. He has been a Partner of Avego Management, LLC, an affiliate of Velan Capital Partners LP, since January 2021, leading their life sciences venture investing strategy. He was previously with Amplitude Healthcare Acquisition Corporation from January 2020 until our merger with it in September 2021. Prior to that, Mr. Kapoor was Chief Business Officer of Iveric bio, Inc. (formerly known as Ophthotech) from April 2015 to December 2019. At Iveric bio, Inc., he was responsible for acquiring an industry-leading portfolio of gene therapy and therapeutic assets in ophthalmology. From October 2014 to April 2015, Mr. Kapoor was Director of Corporate Development at NPS Pharmaceuticals, Inc., which Shire PLC acquired in 2015 for approximately $5.2 billion. From 2005 to 2014, Mr. Kapoor spent nine years at Genentech, Inc. in various positions, including leading strategy for ophthalmology and central nervous system pipeline assets, Lucentis marketing, commercial assessments for business development and medical affairs. In addition, Mr. Kapoor has previously worked at Pfizer Inc. Mr. Kapoor received an MBA in Finance and Management from Columbia Business School in 2004 and a B.A. in Biology from Columbia University in 1997. We believe that Mr. Kapoor is qualified to serve as a member of our Board in light of his years of experience in the life sciences industry, including with respect to acquisition, strategy, marketing and business development.

  4. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our Board, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third-party search firms to identify director candidates. Our Nominating and Corporate Governance Committee may conduct interviews, detailed questionnaires and comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, our Nominating and Corporate Governance Committee recommends candidates to our Board for approval as director nominees for election to our Board. In assessing our Board, our Nominating and Corporate Governance Committee will evaluate the overall composition of our Board, our Board’s contribution as a whole and its effectiveness in serving our best interests and the best interests of our stockholders.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation Pursuant to our Non-Employee Director Compensation Policy for the compensation of our non-employee directors, during 2025, each of our non-employee directors received annual retainers, subject to proration, for service on our Board and its committees as follows:

  6. Non-Employee Director Compensation

    | | Chairperson | Each Other Member | | Board of Directors | $70,000 | $40,000 | | Audit Committee | $15,000 | $7,500 | | Compensation Committee | $10,000 | $5,000 | | Nominating and Corporate Governance Committee | $8,000 | $4,000 | | Research and Development Committee | $11,300 | $6,300 |

  7. Non-Employee Director Compensation

    All cash retainers will be earned on a quarterly basis based on a calendar quarter, and, if applicable, will be prorated for the portion of the calendar quarter during which such non-employee director actually serves on our Board or a committee thereof, and will be paid in arrears no later than the 30th day following the end of each calendar quarter. Our Non-Employee Director Compensation Policy also provides that we will reimburse reasonable expenses incurred by the non-employee directors in connection with attendance at Board or committee meetings. Our Non-Employee Director Compensation Policy also provides that any new non-employee director elected or appointed to our Board will, upon his or her appointment to our Board, be granted a one-time stock option award to purchase 15,000 shares of our common stock, of which 25% of the total number of shares subject to the option shall vest on the one-year anniversary of the date of grant and 1/48th of the total number of shares subject to the option shall vest monthly thereafter, subject to the director’s continued service through such vesting dates. In addition, on the date of each annual meeting of our stockholders, each individual who is a non-employee director immediately prior to such annual meeting and who will continue to serve as a non-employee director immediately following such annual meeting will be granted an annual stock option award to purchase 7,500 shares of our common stock, which shall vest in full upon the first anniversary of the date of the grant, subject to the director’s continued service through such vesting date. Mr. Wiggans served as our non-employee Chairperson of the Board during 2025. In his capacity as Executive Chairperson, Mr. Wiggans is entitled to receive the same equity and cash compensation otherwise payable to our Chairperson of the Board under the Non-Employee Director Compensation Policy as if Mr. Wiggans was deemed not to be an employee. Except as provided above with respect to Mr. Wiggans, employee directors receive no additional compensation for their service as a director.

  8. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2025.

  9. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Option Awards(1)(2) | Other Compensation | Total | | Judith Shizuru, M.D., Ph.D. | $46,300 | $39,773 | — | $86,073 | | Kurt von Emster | $66,800 | $39,773 | — | $106,573 | | Christian Nolet(3) | $65,000 | $39,773 | — | $104,773 | | Vishal Kapoor | $51,500 | $39,773 | — | $91,273 | | Scott Brun, M.D. | $56,300 | $39,773 | $6,000(4) | $102,073 | | Tom Wiggans | $70,000 | $39,773 | — | $109,773 | | Svetlana Lucas, Ph.D. | $40,000 | $39,773 | — | $79,773 |

  10. Non-Employee Director Compensation Table

    ____________ (1) Amounts reported represent the aggregate grant date fair value of the stock options granted to the non-employee director under the 2024 Plan, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. This amount does not reflect the actual economic value that may be realized by the non-employee director, which will depend on factors including the continued service of the non-employee director and the future value of our stock. (2) The table below shows the aggregate number of option awards (vested and unvested) held by each of our non-employee directors as of December 31, 2025:

  11. Non-Employee Director Compensation Table

    | Name | Number of Shares Underlying Outstanding Options as of December 31, 2025 | | Judith Shizuru, M.D., Ph.D. | 42,120 | | Kurt von Emster | 27,504 | | Christian Nolet | 27,504 | | Scott Brun, M.D. | 24,400 | | Tom Wiggans | 26,000 | | Vishal Kapoor | 30,638 | | Svetlana Lucas, Ph.D. | 22,500 |

  12. Non-Employee Director Compensation Table

    (3) Mr. Nolet resigned from the Board effective as of May 15, 2026. (4) Consists of fees earned by Dr. Brun for non-employee consulting services provided to us related to clinical, chemistry, manufacturing and controls and other scientific matters.

  13. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board is currently composed of seven members. In accordance with our Certificate of Incorporation, our Board is divided into three staggered classes of directors. At the Annual Meeting, two Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in the control of our Company.

  14. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses We pay cash bonuses to reward our executives for their performance over the fiscal year, based on an analysis by our Board or our Compensation Committee of our company performance and each executive’s performance during the year. During 2025, Mr. Mahal’s annual bonus target was equal to 45% of his annual base salary, Mr. Cross’ annual bonus target was equal to 45% of his annual base salary, Mr. Martell’s annual bonus target was equal to 50% of his annual base salary and Dr. Tucker’s annual bonus target was equal to 45% of his annual base salary. Our Board adopted corporate performance goals for the 2025 bonus program for our employees based on milestones that primarily included: (1) briquilimab development goals, including enrolling additional patients and generating positive data in our inducible urticaria clinical trial; (2) completing our BEACON study internal investigation; (3) operational and supply chain goals; and (4) corporate goals, including finance, business development and human resources. Our Compensation Committee determined that the total attainment rate for 2025 for our executive officers was 50%. For 2025, Mr. Mahal received a $112,050 bonus and Mr. Cross received a $110,925 bonus. Neither Mr. Martell nor Dr. Tucker received a bonus for 2025 as neither was employed at the time that bonuses were awarded. The bonus amounts for Mr. Mahal and Mr. Cross were determined based on the base salary earned by each executive officer for the calendar year multiplied by his bonus target percentage and the 50% achievement level.

  15. Long-Term Equity Incentives

    Long-Term Equity Incentives We believe equity awards are a critical element of our executive compensation programs as they provide an incentive for our executives to focus on driving growth in our stock price and long-term stockholder value creation and help us to attract and retain key talent in a competitive market. Specifically, the granting of stock options helps ensure that the interests of our executive officers are aligned with those of our stockholders as the options only have value if the value of our stock increases after the date the option is granted.

  16. 2025 Option Awards

    2025 Option Awards On February 13, 2025, Mr. Mahal was granted an option to purchase 50,000 shares of our common stock, Mr. Cross was granted an option to purchase 50,000 shares of our common stock, Mr. Martell was granted an option to purchase 130,000 shares of our common stock and Dr. Tucker was granted an option to purchase 50,000 shares of our common stock. Of the shares subject to these option grants, 25% are or were scheduled to vest on February 13, 2026 and 1/48th of the total number of shares subject to the option would vest monthly thereafter, subject in each case to the option recipient’s continued service to us on each vesting date. On June 4, 2025, Mr. Mahal was granted an option to purchase 90,000 shares of our common stock, Mr. Cross was granted an option to purchase 90,000 shares of our common stock, Mr. Martell was granted an option to purchase 234,000 shares of our common stock and Dr. Tucker was granted an option to purchase 90,000 shares of our common stock. Of the shares subject to these option grants, 25% are or were scheduled to vest on June 4, 2026 and 1/48th of the total number of shares subject to the option would vest monthly thereafter, subject in each case to the option recipient’s continued service to us on each vesting date.

  17. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2025.

  18. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2025. Our Board may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  19. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2025 and 2024, respectively:

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jeet Mahal(3) | 2025 | 498,000 | 112,050 | 679,549 | — | — | 1,289,599 | | Chief Executive Officer and President; Former Chief Operating Officer | 2024 | 481,301 | 184,098 | 612,732 | — | — | 1,278,131 | | Herb Cross | 2025 | 493,000 | 110,925 | 679,549 | — | — | 1,283,474 | | Chief Financial Officer and Corporate Secretary | 2024 | 476,100 | 182,108 | 612,732 | — | — | 1,270,940 | | Ronald Martell(4) | 2025 | 727,272 | — | 1,766,827 | — | — | 2,494,099 | | Former Chief Executive Officer and President | 2024 | 727,272 | 309,091 | 1,740,640 | 438,000 | — | 3,215,003 | | Edwin Tucker, M.D.(5) | 2025 | 312,673 | — | 679,549 | — | 544,810(6) | 1,537,032 | | Former Chief Medical Officer | 2024 | 514,500 | 196,796 | 689,324 | — | — | 1,400,620 |

  21. Summary Compensation Table

    __________ (1) Amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officers during 2025 and 2024 under the 2024 Plan, the 2021 Plan or the Inducement Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. This amount does not reflect the actual economic value that may be realized by the named executive officer, which will depend on factors including the continued service of the executive and the future value of our stock. (2) Amounts reported represent the aggregate grant date fair value of the restricted stock unit awards granted to the named executive officers during 2024 under the 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. This amount does not reflect the actual economic value that may be realized by the named executive officer, which will depend on factors including the continued service of the executive and the future value of our stock. (3) Mr. Mahal was appointed as our President and Chief Executive Officer effective January 5, 2026. (4) Mr. Martell’s employment with us terminated effective January 5, 2026. (5) Dr. Tucker’s employment with us terminated effective August 1, 2025. (6) Amount reported consists of severance benefits, including the payment by the Company of COBRA premiums for Dr. Tucker and his covered dependents.

  22. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and our other named executive officers (the “Non-PEO NEOs”) and Company financial performance for the fiscal years listed below. As a smaller reporting company for purposes of fiscal year 2025 reporting, the following table sets forth information with respect to the alignment between our executive compensation and our financial performance for the past three fiscal years.

  23. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on Total Stockholder Return (“TSR”)(4) ($) | Net Income ($ Millions) | | 2025 | 2,494,099 | (3,542,747) | 1,370,035 | (2,078,013) | (77) | (75.8) | | 2024 | 3,215,003 | 3,843,460 | 1,316,564 | 2,487,071 | 343 | (71.3) | | 2023 | 3,369,990 | 2,415,149 | 935,185 | 762,127 | 63 | (64.5) |

  24. Pay Versus Performance Disclosure

    (1) For each of the fiscal years presented in the table above, Ronald Martell was our only PEO. The individuals comprising the Non-PEO NEOs for each of 2025, 2024 and 2023 were Jeet Mahal, Herb Cross and Edwin Tucker, M.D. (2) Represents the amount of the CAP to our PEO or the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, and does not reflect compensation actually earned, realized or received by our PEO or the Non-PEO NEOs during the applicable fiscal year. These amounts reflect the total amount of compensation for our named executive officers reported in the Summary Compensation Table, with certain adjustments as described in footnote 3 below. (3) The following table summarizes the adjustments required to be made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with Item 402(v) of Regulation S-K in order to determine the amounts shown in the table above as being the CAP. Equity values are calculated in accordance with FASB ASC Topic 718.

  25. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($)(a) | Inclusion of Equity Values for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | | 2025 | 2,494,099 | (1,766,827) | (4,270,019) | (3,542,747) | | 2024 | 3,215,003 | (2,178,640) | 2,807,097 | 3,843,460 | | 2023 | 3,369,990 | (2,361,818) | 1,406,977 | 2,415,149 |

  26. Pay Versus Performance Disclosure

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)(d) | Average Inclusion of Equity Values for Non-PEO NEOs ($)(e) | Average Compensation Actually Paid to Non-PEO NEOs ($)(c) | | 2025 | 1,370,035 | (679,549) | (2,768,499) | (2,078,013) | | 2024 | 1,316,564 | (638,263) | 1,808,770 | 2,487,071 | | 2023 | 935,185 | (480,782) | 307,724 | 762,127 |

  27. Pay Versus Performance Disclosure

    ____________ (a) Represents the aggregate amount of the “Stock Awards” and “Option Awards” columns for our PEO reported in the Summary Compensation Table for the applicable fiscal year. (b) Amounts reported in this column are derived from the amounts set forth in the following table for the applicable fiscal year:

  28. Pay Versus Performance Disclosure

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During the Year That Remained Unvested as of the Last Day of the Year for PEO ($) | Change in Fair Value from the Last Day of the Prior Year to the Last Day of the Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from the Last Day of the Prior Year to the Vesting Date of Unvested Equity Awards that Vested During the Year for PEO ($) | Total Inclusion of Equity Values for PEO ($) | | 2025 | 390,152 | (2,579,609) | (2,080,562) | (4,270,019) | | 2024 | 2,034,880 | 778,601 | (6,384) | 2,807,097 | | 2023 | 797,566 | 987 | 608,424 | 1,406,977 |

  29. Pay Versus Performance Disclosure

    (c) The following adjustments are not applicable and are therefore omitted: (i) the fair value as of the vesting date for awards that are granted and vest in the same year; (ii) the amount equal to the fair value at the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year; and (iii) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. (d) Represents the average of the aggregate amount of the “Stock Awards” and “Option Awards” columns for the Non-PEO NEOs reported in the Summary Compensation Table for the applicable fiscal year. (e) Amounts reported in this column are derived from the amounts set forth in the following table for the applicable fiscal year:

  30. Pay Versus Performance Disclosure

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During the Year That Remained Unvested as of the Last Day of the Year for Non-PEO NEOs ($) | Average Change in Fair Value from the Last Day of the Prior Year to the Last Day of the Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from the Last Day of the Prior Year to the Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 149,958 | (1,522,970) | (1,395,486) | (2,768,499) | | 2024 | 1,561,405 | 220,019 | 27,346 | 1,808,770 | | 2023 | 232,814 | 5,685 | 69,225 | 307,724 |

  31. Pay Versus Performance Disclosure

    ____________ (4) The TSR assumes $100 was invested in our Company for the period from the beginning of the measurement period through the end of the listed measurement period. The TSR is calculated by dividing (i) the difference between the stock price at the end of each measurement period shown and the beginning of the measurement period by (ii) the stock price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. Description of Relationship Between the CAP to PEO and Non-PEO NEOs and the TSR The following chart sets forth the relationship between the CAP to our PEO, the average of the CAP to our Non-PEO NEOs, and our cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between the CAP to PEO and Non-PEO NEOs and Net Income The following chart sets forth the relationship between the CAP to our PEO, the average of the CAP to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

  32. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2025.

  33. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards(1) | | | Stock Awards | | | | | | | | Name | Grant Date | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Jeet Mahal | 6/1/2020 | 12/12/2019 | 13,772 | — | 7.10 | 6/1/2030 | — | — | — | — | | | 3/21/2022 | 12/7/2021 | 3,396 | — | 35.40 | 3/21/2032 | — | — | — | — | | | 3/21/2022 | 3/21/2022 | 5,534 | 546 | 35.40 | 3/21/2032 | — | — | — | — | | | 4/7/2022 | 3/21/2022 | 4,540 | 303 | 31.20 | 4/7/2032 | — | — | — | — | | | 3/17/2023 | 3/3/2023 | 24,507 | 10,942 | 18.70 | 3/17/2033 | — | — | — | — | | | 2/15/2024 | 2/15/2024 | 18,333 | 21,667 | 17.95 | 2/15/2034 | — | — | — | — | | | 2/13/2025 | 2/13/2025 | — | 50,000 | 6.20 | 2/13/2035 | — | — | — | — | | | 6/4/2025 | 6/4/2025 | — | 90,000 | 6.00 | 6/4/2035 | — | — | — | — | | Herb Cross | 9/22/2023 | 9/22/2023 | 30,937 | 24,063 | 7.80 | 9/22/2033 | — | — | — | — | | | 2/15/2024 | 2/15/2024 | 18,333 | 21,667 | 17.95 | 2/15/2034 | — | — | — | — | | | 2/13/2025 | 2/13/2025 | — | 50,000 | 6.20 | 2/13/2035 | — | — | — | — | | | 6/4/2025 | 6/4/2025 | — | 90,000 | 6.00 | 6/4/2035 | — | — | — | — |

  34. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards(1) | | | Stock Awards | | | | | | | | Name | Grant Date | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Ronald Martell(5) | 3/21/2022 | 3/15/2022 | 159,782 | 10,650 | 35.40 | 3/21/2032 | — | — | — | — | | | 2/2/2023 | 2/2/2023 | 77,479 | 31,904 | 17.80 | 2/2/2033 | — | — | — | — | | | 3/17/2023 | 3/3/2023 | 34,368 | 15,631 | 18.70 | 3/17/2033 | — | — | — | — | | | 2/15/2024 | 2/15/2024 | 45,833 | 54,167 | 17.95 | 2/15/2034 | — | — | — | — | | | 6/10/2024 | 6/10/2024 | 3,750 | 6,250 | 23.95 | 6/10/34 | — | — | — | — | | | 6/10/2024 | 6/10/2024 | — | — | — | — | — | — | 20,000 | 427,600 | | | 2/13/2025 | 2/13/2025 | — | 130,000 | 6.20 | 2/13/2035 | — | — | — | — | | | 6/4/2025 | 6/4/2025 | — | 234,000 | 6.00 | 6/4/2035 | — | — | — | — | | Edwin Tucker, M.D.(6) | — | — | — | — | — | — | — | — | — | — |

  35. Outstanding Equity Awards as of December 31, 2025

    (1) Unless otherwise indicated, the shares underlying the stock options that are not fully vested are scheduled to vest over a four-year period, with 1/4th vesting on the first anniversary of the vesting commencement date and 1/48th vesting on a monthly basis thereafter through the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued service with us. (2) The unvested shares underlying the awards held by Mr. Martell were subject to accelerated vesting as described in “— Employment and Other Arrangements with Named Executive Officers — Employment Agreement with Ronald Martell”. The unvested shares underlying the awards held by Mr. Cross, Mr. Mahal and Dr. Tucker are or were subject to accelerated vesting as described in “— Employment and Other Arrangements with Named Executive Officers”. (3) If, by June 10, 2026, the closing price of our common stock on Nasdaq was at or above $35.00 per share (subject to adjustment for recapitalizations, stock splits and similar transactions) for thirty consecutive calendar days, all of the shares subject to the award shall vest in full on such thirtieth day, so long as the award holder provides continuous services to us on and through the vesting date, inclusive. This grant ceased to be eligible for vesting upon the termination of Mr. Martell’s employment with us effective January 5, 2026. (4) Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $1.83, the closing price of our common stock on December 31, 2025, as reported on Nasdaq. (5) Mr. Martell’s employment with us terminated effective January 5, 2026. (6) Dr. Tucker’s employment with us terminated effective August 1, 2025. He did not hold any equity awards as of December 31, 2025.

  36. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Certificate of Incorporation contains provisions that limit the liability of our current and former directors and officers for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors or officers, except liability for: • any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • as a director, unlawful payments of dividends or unlawful stock repurchases or redemptions; • as an officer, derivative claims brought on behalf of the corporation by a stockholder; or • any transaction from which the director or officer derived an improper personal benefit. Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. Our Certificate of Incorporation authorizes us to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law. Our Bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our Bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have also entered, and expect to continue to enter, into agreements to indemnify our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in connection with any action, proceeding or investigation. We believe that our Certificate of Incorporation, Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.