DEF 14A of Avalo Therapeutics, Inc., Apr 10, 2026

DEF 14A of Avalo Therapeutics, Inc.

Filed Apr 10, 2026 · FY20250001534120-26-000022

Open on EDGAR

  1. INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS The Board currently consists of nine members, each of whom serves until the next annual meeting of stockholders or until a successor has been elected and qualified. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors in office. A director elected by the Board to fill a vacancy, including vacancies created by an increase in the number of directors, shall serve for the remainder of the year term and until the director’s successor is duly elected and qualified. Mr. Chan and Dr. Goldman each have informed the Board that they will not stand for re-election at the Annual Meeting. Their service on the Board, including all committees on which they serve, will end effective as of immediately prior to the Annual Meeting. Following this, the Board will consist of seven members, each of whom will serve until the 2027 Annual Meeting of Stockholders or until their successor has been elected and qualified. We thank Mr. Chan and Dr. Goldman for their service on the Board. Pursuant to the terms of the Series D preferred stock and the Series E preferred stock issued in the private placement transaction in March 2024, the holders of the Series D preferred stock and Series E preferred stock, acting exclusively and as separate classes, each have the right, but not the obligation, to designate and appoint one individual each to serve as a director on the Board. Mr. Kantoff was appointed by the holders of the Series D preferred stock in March 2024. The holders of the Series E preferred stock have not appointed anyone to the Board.

  3. Process for Selecting and Nominating Directors

    Process for Selecting and Nominating Directors The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management; having sufficient time to devote to the affairs of the Company; demonstrating excellence in his or her field; having the ability to exercise sound business judgment; and having the commitment to rigorously represent the long-term interests of the Company’s stockholders, among other things. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also considers whether the nominee would be an independent director under the Company’s Corporate Governance Guidelines, Nasdaq listing standards and applicable law. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, an executive search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. The Nominating and Corporate Governance Committee will also consider director candidates recommended by stockholders to be included in next year’s proxy materials pursuant to SEC Rule 14a-8. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Corporate Secretary, Avalo Therapeutics, Inc., 1500 Liberty Ridge Drive, Suite 321, Wayne, Pennsylvania 19087. The Corporate Secretary must receive the stockholder nominations no later than 5:00 p.m., Eastern Time, on December 11, 2026 to be included in the proxy materials for, and considered for candidacy at, the 2027 Annual Meeting; provided, however, that in the event that the date of the 2027 Annual Meeting is changed by more than 30 days from the anniversary of the 2026 Annual Meeting, notice must be received by us a reasonable time before we begin to print and mail the proxy materials for the 2027 Annual Meeting. Our bylaws also permit stockholders to nominate director candidates for consideration at the 2027 Annual Meeting, but not to have the nomination considered for inclusion in the proxy materials for that meeting. Stockholders wishing to nominate director candidates can do so by writing to Corporate Secretary, Avalo Therapeutics, Inc., 1500 Liberty Ridge Drive, Suite 321, Wayne, Pennsylvania 19087, giving the information required in our bylaws, including, among other things (i) the full name, address and age of the proposed nominee, (ii) the proposed nominee’s principal occupation or employment, (iii) the class and number of shares of capital stock of the Company owned of record and beneficially by such proposed nominee, (iv) the date or dates on which such shares were acquired and the investment intent of such acquisition and (v) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved). You may contact our Corporate Secretary at the address above to obtain a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations. The Corporate Secretary must receive stockholder nominations between February 2, 2027 and March 4, 2027 to be considered for candidacy at the 2027 Annual Meeting; provided, however, that in the event that the date of the 2027 Annual Meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the 2026 Annual Meeting, notice must be received not earlier than 120 days prior to the 2027 Annual Meeting and not later than 90 days prior to the 2027 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made. The Company intends to nominate each of the individuals named below to serve as directors on our Board until their successor is duly elected and qualified at the 2027 Annual Meeting of Stockholder or, if earlier, his or her death, resignation, or removal. As noted above, two of our directors, Mr. Chan and Dr. Goldman have notified our Board that they will not stand for re-election at the Annual Meeting. Their service on the Board, including all committees of the Board on which they serve, will end effective as of immediately prior to the Annual Meeting. Following this, the Board will consist of seven members, each of whom will serve until the 2027 Annual Meeting of Stockholders or until their successor has been elected and qualified. Each of the proposed nominees has consented to stand for election as a member of our Board, and the Company’s management has no reason to believe that any nominee will be unable to serve. Each of the nominees are currently a director of the Company. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board. The following sets forth certain information regarding the proposed nominees, including each director’s specific experience, skills and qualifications. The Board believes that the combination of the various experiences, skills and qualifications represented contributes to an effective and well-functioning Board and that the nominees possess the qualifications to provide meaningful oversight of the Company’s business and strategy. Directors Nominated for Election at the Annual Meeting:

  4. Process for Selecting and Nominating Directors

    | Name | Age | Director Since | Position(s) with Avalo | | Michael Heffernan | 61 | March 2025 | Chairman of the Board of Directors | | Garry Neil, M.D. | 72 | June 2022 | Director, Chief Executive Officer | | Rita Jain, M.D. | 63 | June 2025 | Director | | Aaron Kantoff | 40 | March 2024 | Director | | Gilla Kaplan, Ph.D. | 78 | October 2020 | Director | | Kevin Lind | 50 | October 2025 | Director | | Samantha Truex | 55 | March 2024 | Director |

  5. Process for Selecting and Nominating Directors

    The following is a brief biography of our director nominees, each of whom is currently a director: Michael Heffernan. Mr. Heffernan has served as the Chairman of the Board since March 2025. Mr. Heffernan is a seasoned biopharmaceutical executive and entrepreneur with over 30 years of experience in the industry. He is the Founder and has served as Chairman Emeritus of Collegium Pharmaceutical, Inc. (“Collegium”) (Nasdaq: COLL) since May 2025, and has previously served in multiple roles at Collegium, including as its President and Chief Executive Officer between October 2003 to July 2018, as Interim CEO between May 2024 to November 2024, and as chairman of the board between October 2003 to May 2025. Mr. Heffernan previously was Chairman and Chief Executive Officer at Onset Dermatologics, Inc., a commercial stage dermatology company that he founded and spun out of Collegium to create PreCision Dermatology, Inc. (acquired by Valeant), as well as the co-founder and Chief Executive Officer of Clinical Studies Ltd., a pharmaceutical contract research organization (acquired by PhyMatrix Corp.). Mr. Heffernan began his career at Eli Lilly and Company where he served in numerous sales and marketing roles. Currently, Mr. Heffernan serves as board member of several privately-held companies, including K36 Therapeutics, Inc., since November 2022, as well as Chairman of the board of directors at several privately-held companies, including NMD Pharma A/S since December 2022, Par Health, Inc., since November 2025 and AAVantgarde Bio, Inc., since October 2023. Mr. Heffernan is a board member of Biohaven (NYSE: BHVN) since September 2022, Trevi Therapeutics, Inc. (Nasdaq: TRVI) since May 2017, EnGene Holdings,, Inc. (Nasdaq: ENGN), since July 2025 and previously served as a member of the board of directors at Synlogic, Inc. (Nasdaq: SYBX) between December 2020 to February 2025. He holds a Bachelor of Science in Pharmacy from the University of Connecticut and is a registered pharmacist. Our Board believes that Mr. Heffernan’s extensive experience in building and leading biopharmaceutical companies, executing successful exits, and driving shareholder value makes him a valuable member of our Board. Garry Neil, M.D. Dr. Neil has served as the President and Chief Executive Officer of the Company since February 2022 and has served on our Board since June 2022. Dr. Neil previously served as Chairman of our Board from August 2022 until March 2025 and from March 2020 to February 2022, Dr. Neil served as our Chief Scientific Officer. Dr. Neil joined the Company as Chief Medical Officer in February 2020, when Aevi Genomic Medicine, Inc. (“Aevi”) was acquired by the Company (the “Aevi Merger”). Dr. Neil served as Chief Scientific Officer of Aevi from September 2013 until the Aevi Merger closed in February 2020. From September 2012 to September 2013, Dr. Neil was a Partner at Apple Tree Partners, a life sciences private equity fund. From July 2002 to August 2012, he held a number of senior positions at Johnson & Johnson, including Corporate VP of Science & Technology from November 2007 to August 2012, and Group President at Johnson & Johnson Pharmaceutical Research and Development from September 2005 to November 2007. Prior to joining Johnson & Johnson, he held senior positions at AstraZeneca, EMD Pharmaceuticals Inc. and Merck KGaA. Under his leadership, a number of important new medicines for the treatment of cancer, anemia, infections, central nervous system and psychiatric disorders, pain, and genitourinary and gastrointestinal diseases gained initial or expanded approvals. Since June 2022, Dr. Neil has served on the board of Celldex Therapeutics, Inc. (Nasdaq: CLDX). Previously, Dr. Neil served on the board of directors of Arena Pharmaceuticals, Inc. (previously, Nasdaq: ARNA) from March 2017 until it was acquired by Pfizer Inc. (NYSE: PFE) in March 2022, of Zura Bio Ltd. (Nasdaq: ZURA) between January 2023 to November 2023 and GTx, Inc. (previously Nasdaq: GTXI) between August 2016 to May 2019. Dr. Neil also served on the board of directors of the Reagan Udall Foundation and the Center for Discovery and Innovation between 2007 to 2021 and was also the past founding chairman and board member of TransCelerate Biopharma, Inc., between 2012 to 2019. He is a past Chairman of the Pharmaceutical Research and Manufacturers Association (“PhRMA”) Science and Regulatory Executive Committee and the PhRMA Foundation Board, as well as a past member of the Foundation for the U.S. National Institutes of Health (“NIH”) and the Science Management Review Board of the NIH. Dr. Neil holds a B.S. from the University of Saskatchewan and an M.D. from the University of Saskatchewan College of Medicine. He completed postdoctoral clinical training in internal medicine and gastroenterology at the University of Toronto. Dr. Neil also completed a postdoctoral research fellowship at the Research Institute of Scripps Clinic. Our Board believes that Dr. Neil’s wealth of scientific and medical training combined with his substantial leadership skills and board experience makes him a valuable member of our Board. Rita Jain, M.D. Dr. Jain has served on our Board since June 2025. Dr. Jain is a Rheumatologist who brings over two decades of leadership experience in biopharmaceutical development, clinical strategy, and regulatory affairs across multiple therapeutic areas, including immunology, inflammation, nephrology, and rare diseases. She most recently served on the board of directors (between 2019 to 2022) and as Executive Vice President and Chief Medical Officer (from 2021) at ChemoCentryx, Inc. (previously, Nasdaq: CCXI), a biopharmaceutical company that focused on therapeutics for the treatment of inflammatory and autoimmune diseases and cancer, where she advanced development and supported commercialization of Tavneos® (avacopan), a first-in-class treatment for ANCA-associated vasculitis, and supported the company’s acquisition by Amgen in 2022. Prior to that, she was Senior Vice President and Chief Medical Officer at Akebia Therapeutics, Inc. (Nasdaq: AKBA) from 2017 to 2019. Additionally, Dr. Jain held key leadership positions at Abbott Laboratories, Inc. (NYSE: ABT) between 2003 to 2012, AbbVie, Inc. (Nasdaq: ABBV) between 2013 to 2016, Pfizer, Inc. (NYSE: PFE), Heartwood Biopharma Group between 2021 to 2023 and Immunovant, Inc. (Nasdaq: IMVT) in 2021, overseeing global development programs, regulatory interactions, and clinical operations for multiple therapeutic candidates. Currently, she serves on the boards of Celldex Therapeutics, Inc. (Nasdaq: CLDX) since February 2023, AnaptysBio, Inc. (Nasdaq: ANAB) since April 2023 and SAB Biotherapeutics, Inc. (Nasdaq: SABS) since January 2026. Dr. Jain previously served as an advisory board member at AM-Pharma B.V. between 2020 to 2023 and at Prevention Bio, Inc., from January 2023 until its acquisition by Sanofi in April 2023. Dr. Jain received her M.D. from the State University of New York at Stony Brook School of Medicine and completed her residency in internal medicine at Staten Island University Hospital, followed by a fellowship in rheumatology at North Shore University Hospital and a Clinical Research Fellowship at the University of Texas Southwestern Medical Center, Dallas. Our Board believes that Dr. Jain’s extensive experience spanning clinical development, regulatory strategy, and executive leadership at multiple development-stage biopharma companies make her a valuable member of our Board.

  6. Process for Selecting and Nominating Directors

    Aaron Kantoff. Mr. Kantoff has served on our Board since March 2024. Since January 2022, Mr. Kantoff is co-founder and managing partner of Scion Life Sciences Management, LLC, a New York City-based life sciences venture capital firm dedicated to founding and building exceptional biotechnology companies. Most recently, between April 2022 to November 2025, he has served on the board of directors of Tourmaline Bio, Inc. (Nasdaq: TRML), a biotechnology company focused on autoimmune diseases. Mr. Kantoff was a co-founder and board director of RayzeBio, Inc. (Nasdaq: RYZB) from April 2020 until January 2024. Previously, he was a venture partner at Medicxi Ventures (UK) LLP (“Medicxi”), an investment firm focused on the life sciences sector. During his time as venture partner at Medicxi, he served on the board of directors of Centessa Pharmaceuticals plc (Nasdaq: CNTA) from November 2020 to July 2022. From August 2011 until April 2019, Mr. Kantoff served as a partner at Apple Tree Partners (“ATP”), a biotechnology venture capital firm. During his time at ATP, Mr. Kantoff was a board member of Syntimmune, Inc. (acquired by Alexion Pharmaceuticals, Inc. (formerly Nasdaq: PALXN), which was subsequently subject to a tender offer by a third party), Corvidia Therapeutics, Inc. (acquired by Novo Nordisk A/S (NYSE: NVO)), Akero Therapeutics, Inc. (previously Nasdaq: AKRO), as well as other privately-held and publicly traded biotechnology companies. Prior to joining ATP, Mr. Kantoff held roles in private equity and investment banking. Mr. Kantoff received a B.S. in finance and international business from the New York University Leonard N. Stern School of Business. Our Board believes that Mr. Kantoff’s prior board experience and his extensive experience in the venture capital and life sciences industries makes him a valuable member of our Board. Gilla Kaplan, Ph.D. Dr. Kaplan has served on our Board since October 2020. She has spent her career as an academic research scientist leading her laboratory in investigations focusing on human disease, and exploring novel experimental medicine approaches that modulate the immune response for disease control. Dr. Kaplan’s work has encompassed developing a deep understanding of the cellular immune response and how to harness it for host adjunctive therapies. She is the co-founder and served as the Chief Research Officer of Gilrose Pharmaceuticals, Inc. Previously, from July 2018 until December 2020, Dr. Kaplan was Senior Advisor at the Bill and Melinda Gates Medical Research Institute and was the Director of the Global Health Program, Tuberculosis, at the Bill and Melinda Gates Foundation (“BMGF”) from January 2014 until April 2018. Building on her 20-year research experience at Rockefeller University in New York City and then 10-year research experience at the Public Health Research Institute Center at the University of Medicine and Dentistry of New Jersey, she led the reshaping of the tuberculosis program at BMGF. Dr. Kaplan is the recipient of multiple grants from the U.S. National Institutes of Health-National Institute of Allergy and Infectious Diseases and other funding organizations for her research. Dr. Kaplan currently serves as a member of the board of directors of Tyra Biosciences, Inc. (Nasdaq: TYRA) and previously served as a member of the board of directors of Celgene Corporation (previously Nasdaq: CELG). Dr. Kaplan received her B.Sc. in Microbiology and Physiology from the Hebrew University, Jerusalem, Israel and her M.Sc. and her Ph.D. in Cellular Immunology from the University of Tromso, Norway. Our Board believes that Dr. Kaplan’s academic and industry experience in immunology makes her a valuable member of Board. Kevin Lind. Mr. Lind has served on our Board since October 2025. Mr. Lind recently served as the President and Chief Executive Officer Longboard Pharmaceuticals, Inc. (previously Nasdaq: LBPH), a clinical-stage biopharmaceutical company dedicated to developing transformative medicines for neurological conditions, and as a member of Longboard’s board of director from between February 2020 until December 2024 when Longboard was acquired by H. Lundbeck A/S. Prior to co-founding Longboard Pharmaceuticals, Mr. Lind served as EVP and Chief Financial Officer during the turnaround of Arena Pharmaceuticals, Inc. (previously Nasdaq: ARNA), which was later acquired by Pfizer in 2022, from 2016 to 2020. During his tenure as an executive leader at these organizations, he successfully raised over $1.1 billion in equity capital, secured valuable business development partnerships, spun out two organizations, and was instrumental in activities resulting in the successful acquisitions of both companies. At Longboard, Mr. Lind also led the innovative drug development strategies resulting in the conceptualization of a novel medical indication and securing of Breakthrough Therapy designation from the U.S. FDA for a Phase 3 neurological drug candidate for developmental and epileptic encephalopathies. Prior to Arena, Mr. Lind focused on healthcare investing at TPG Special Situations Partners from 2009 to 2016 and at TPG-Axon from 2006 to 2008. He served in various capacities as a healthcare investment banker at Lehman Brothers, Inc., a former global financial services firm, from 1998 to 2002 and 2004 to 2006. Currently, Mr. Lind serves as board member of several privately-held companies, including Apnimed, Inc., since March 2025 and Cavalry Biosciences, Inc., since September 2025 and has previously served as a member of the board of directors at Ceek Women’s Health between November 2021 to January 2024. Mr. Lind received a B.S. from Stanford University in Biological Sciences and an MBA from UCLA Anderson School of Management. Our Board believes that Mr. Lind’s leadership experience notably in financial and corporate strategy and business development execution makes him a valuable member of our Board.

  7. Process for Selecting and Nominating Directors

    Samantha Truex. Ms. Truex has served on our Board since March 2024. Ms. Truex is a seasoned biotech executive with almost 30 years of industry experience. Since May 2025, she has served as Chief Executive Officer of Oblenio Bio, Inc., a portfolio company launched by Aditum. Previously, Ms. Truex was the founding chief Executive Officer of Upstream Bio, Inc., a clinical-stage biotechnology company developing treatments for inflammatory diseases, from October 2021 to March 2024, and the Chief Executive Officer of Quench Bio, Inc. from August 2018 to March 2021. Ms. Truex served as the Chief Operating Officer and Head of Corporate Development at Synlogic Therapeutics, Inc. from December 2016 to June 2017, where she led the company through a reverse merger with Mirna Therapeutics, Inc. and served as Chief Business Officer of Padlock Therapeutics, Inc. from September 2014 to June 2016, where she led the sale of the company to Bristol Myers Squibb. Previously, Ms. Truex was Vice President of Corporate Development at Biogen Inc. (Nasdaq: BIIB) where she led transactional business development activities and served as program executive for now-marketed products FAMPYRA®, ELOCTATE™ and ALPROLIX™. Ms. Truex also previously worked in Corporate Development at Genzyme, Chiron Diagnostics and in consulting for Health Advances. She was also an Entrepreneur in Residence at Atlas Venture from October 2014 to August 2021. Since June 2022, Ms. Truex has served on the board of Artios Pharma Limited, privately-held life sciences company, and has previously served on the boards of Hotspot Therapeutics, Inc. from 2018 to 2022, iPierian, Inc. from 2012 until its acquisition by Bristol Myers Squibb in 2014 and True North Therapeutics from 2012 to 2014. Ms. Truex earned a B.A. in biology from Dartmouth College, a B.E. in biomedical engineering from the Thayer School at Dartmouth and an MBA from the Tuck School at Dartmouth. Ms. Truex is the chair emeritus of the Board of Advisors for Thayer School of Engineering at Dartmouth and is a member of the Board of Advisors for Life Science Cares. Our Board believes that Ms. Truex’s experience leading successful life science companies, as well as her experience in business and corporate development, makes her a valuable member of our Board.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have adopted a compensation policy for our non-employee directors (the “Director Compensation Policy”). The Director Compensation Policy was most recently amended effective June 17, 2025 after consultation with an independent, external compensation consultant, Radford, an Aon Company. Under our Director Compensation Policy, we pay our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chairman of the board and the chairman of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director was not serving on our Board or on such committee. The fees paid to non-employee directors in 2025 as a retainer for service on the Board and for service on each committee of the Board on which the director was a member were as follows:

  9. DIRECTOR COMPENSATION

    | | Member Annual Fee | Chairman Annual Fee | | Board of Directors | $40,000 | $80,000 | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $6,500 | $13,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Science and Technology Advisory Committee | $7,500 | $15,000 |

  10. DIRECTOR COMPENSATION

    Each non-employee director may make an election to receive all or part of his or her annual cash retainer in the form of fully vested stock options to purchase shares of the Company’s common stock. Elections must be made in multiples of 5% of an Eligible Director’s aggregate cash retainer. The stock options will be granted on the date on which the cash would have otherwise been paid, with an exercise price per share equal to the last reported sale price of the common stock on the Nasdaq Capital Market on the date of grant or, if such grant date is not a trading date, on the last trading date prior to the grant date, and with a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service). The actual number of shares subject to the stock options will be determined so that the options have a “fair value” on the date of grant, using a Black-Scholes or binomial valuation model consistent with the methodology. The Company reimburses non-employee directors for reasonable expenses incurred in connection with attending Board and committee meetings. In addition, under our Director Compensation Policy, each of our non-employee directors is eligible to receive initial grants in connection with their appointment or election to the Board, as well as an annual grant on the date of each annual meeting. The number of shares underlying the stock option grants that non-employee directors are entitled to receive under the Director Compensation Policy are set forth in the table below. In 2025, each eligible non-employee director received the applicable grant unless noted below:

  11. DIRECTOR COMPENSATION

    | | Director (Non-Chairman of the Board) | Chairman of the Board | | Initial Grant(1) | 40,200 | 59,000(3) | | Annual Grant(2) | 20,100 | 29,500 |

  12. DIRECTOR COMPENSATION

    (1) The initial stock option grant vests in three substantially equal annual installments over three years commencing on the first anniversary of the grant date. (2) The annual stock option grant vests in full on the first anniversary of the grant date, in each case, subject to continued service from the date of grant until the applicable vesting dates. (3) The number of shares underlying the initial stock option grant for the chairman of the board was previously 50,000 options, which was the amount granted to Mr. Heffernan upon his appointment as chairman of the board. This amount was updated to 59,000 shares effective June 17, 2025. All fees under the director compensation policy are paid on a quarterly basis and no per meeting fees are paid. The Company reimburses non-employee directors for reasonable expenses incurred in connection with attending Board and committee meetings. The following table sets forth information regarding the total compensation paid to the Company’s non-employee directors in 2025. The compensation amounts presented in the table below are historical and are not indicative of the amounts the Company may pay directors in the future. Directors who are also Company employees receive no additional compensation for their services as directors and are not included in the table below.

  13. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Option Awards(2)(3) ($) | Total ($) | | Michael Heffernan(4) | $61,573 | $— | $448,005 | $509,578 | | June Almenoff, M.D., Ph.D.(5) | $47,917 | $61,810 | $258,004 | $367,731 | | Mitchell Chan | $63,018 | $— | $70,973 | $133,991 | | Jonathan Goldman, M.D. | $57,500 | $— | $70,973 | $128,473 | | Rita Jain, M.D.(6) | $2,196 | $— | $175,383 | $177,579 | | Aaron Kantoff | $58,000 | $— | $70,973 | $128,973 | | Gilla Kaplan, Ph.D. | $55,982 | $— | $70,973 | $126,955 | | Kevin Lind(7) | $— | $— | $456,488 | $456,488 | | Samantha Truex | $56,500 | $— | $70,973 | $127,473 |

  14. DIRECTOR COMPENSATION

    (1) The amounts reflect cash fees earned for services rendered in fiscal year 2025. (2) The amounts reflect the aggregate grant date fair value for option awards or stock awards granted or modified during 2025 in accordance with ASC 718, excluding the estimate of forfeitures. The assumptions used in valuing these options are described in Note 12 to our consolidated financial statements for the year ended December 31, 2025. Compensation will only be realized to the extent the market price of our common stock is greater than the exercise price of such option award. The amounts reported for Dr. Almenoff include modification expenses recognized in connection with the acceleration of her restricted stock units and acceleration and exercise period extension of her stock options, upon her resignation in October 2025. (3) As of December 31, 2025, each director held options to purchase shares of the Company’s common stock and outstanding stock awards as follows:

  15. DIRECTOR COMPENSATION

    | Name | Stock Awards Held at December 31, 2025 (#) | Option Awards Held at December 31, 2025 (#) | | Michael Heffernan | — | 79,500 | | June Almenoff, M.D., Ph.D. | — | 44,791 | | Mitchell Chan | 6,333 | 44,756 | | Jonathan Goldman, M.D. | 6,333 | 36,500 | | Rita Jain, M.D. | — | 42,815 | | Aaron Kantoff | 6,333 | 44,700 | | Gilla Kaplan, Ph.D. | 6,333 | 44,818 | | Kevin Lind | — | 41,048 | | Samantha Truex | 6,333 | 44,700 |

  16. DIRECTOR COMPENSATION

    (4) Mr. Heffernan joined our Board in March 2025. (5) Dr. Almenoff served on our Board through October 1, 2025. Upon her resignation from the Board, her outstanding options accelerated in full and the exercisability period was extended until September 30, 2026, and her restricted stock units accelerated in full. (6) Dr. Jain joined our Board in June 2025. (7) Mr. Lind joined our Board in October 2025.

  17. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows for the fiscal years ended December 31, 2025 and 2024, compensation awarded to or paid to, or earned by, anyone serving as principal executive officer during the most recently completed fiscal year and our next two most highly compensated executive officers who served as executives officer during the year ended December 31, 2025 (the “Named Executive Officers”).

  18. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Non-Equity Incentive Plan Compensation(1) | Option Awards(2) | Stock Awards(2) | All Other Compensation(4) | Total | | Garry Neil, M.D. Chief Executive Officer, President and principal executive officer | 2025 | $590,000 | $474,950 | $2,732,298 | $—(3) | $10,333 | $3,807,581 | | | 2024 | $532,500 | $501,800 | $4,255,801 | $1,922,648 | $— | $7,212,749 | | Taylor Boyd Chief Business Officer(5) | 2025 | $116,250 | $52,080 | $3,049,481 | $— | $1,940 | $3,219,751 | | | 2024 | $— | $— | $— | $— | $— | $— | | Mittie Doyle, M.D., FACR Chief Medical Officer | 2025 | $512,500 | $229,600 | $1,030,429 | $—(3) | $8,028 | $1,780,557 | | | 2024 | $231,061 | $216,000 | $2,586,696 | $— | $— | $3,033,757 |

  19. SUMMARY COMPENSATION TABLE

    (1) The amounts reflect the discretionary annual bonus earned for the given fiscal year based on the achievement of goals as recommended by the Compensation Committee and approved by the Board. The annual bonus is typically paid in the year following the year it was earned. (2) The amounts reflect the grant date fair value for option and restricted stock unit awards, respectively, granted during 2025 and 2024 in accordance with FASB Topic ASC 718, Compensation–Stock Compensation, excluding the estimate of forfeitures. The assumptions used in valuing these options and restricted stock unit awards are described in Note 12 to our consolidated financial statements for the year ended December 31, 2025. Compensation will only be realized to the extent the market price of our common stock is greater than the exercise price of such option award. (3) Amounts represent the aggregate grant date fair value for grants of performance stock units (“PSUs”) made to Dr. Neil and Dr. Doyle in 2025, calculated in accordance with the provisions of FASB ASC Topic 718, Compensation–Stock Compensation. In accordance with SEC rules, these amounts are calculated based on the probable outcome of the performance conditions as of the grant date. The grant date fair value of the PSUs was $0 as the Company did not consider the achievement of the performance metrics to be probable in accordance with ASB Topic ASC 718, Compensation–Stock Compensation. Assuming the highest level of performance is achieved, the grant date fair value of such PSUs would be $2.2 million for Dr. Neil and $1.0 million for Dr. Doyle. (4) The amounts reported in this column represent 401(k) matching contributions. (5) Mr. Boyd joined us in October 2025. Accordingly, the amount reported in the “Salary” column reflects his partial year of employment, and the amount reported in Non-Equity Incentive Plan Compensation column has been prorated to reflect his partial year of employment.

  20. EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON CERTAIN EVENTS

    EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON CERTAIN EVENTS

  21. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control Garry Neil, M.D. Pursuant to Dr. Neil’s Employment Agreement, if Dr. Neil’s employment is terminated by the Company without “Cause” or by Dr. Neil for “Good Reason” (each as defined in his Employment Agreement), in each case subject to him timely entering into and not revoking a general release of claims in a form acceptable to the Company, Dr. Neil will be eligible to receive: (i)certain “Accrued Benefits” (as defined in the Neil Employment Agreement); (ii)earned but unpaid bonus for the fiscal year preceding the year in which such termination occurs, based upon the achievement of Company goals as determined by the Compensation Committee of the Board, payable when such annual bonuses are paid to other executive employees of the Company; (iii)continued payment of his base salary as in effect immediately prior to his termination for eighteen consecutive months following such termination; (iv)the annual bonus earned in the year in which the termination occurs, based upon the achievement of Company goals as determined by the Compensation Committee of the Board, prorated to reflect completed days of employment during such year, payable when such annual bonuses are paid to other executive employees of the Company; (v)full vesting of options awarded by the Company, in which case he will have twelve months from the date of his termination in which to exercise his options; and (vi)if he timely elects and remains eligible for continued coverage under federal COBRA law or, if applicable, state insurance laws, the Company will pay Dr. Neil’s COBRA or state continuation health insurance premiums until the earliest of (x) the twelve-month anniversary of his termination, (y) expiration of his continuation coverage under COBRA, or (z) the date when he is eligible for substantially equivalent health insurance, in each case subject to certain specified payment practices. If a termination without cause occurs within six months of a change in control (as defined in the Company’s 2016 Fourth Amended Plan), the payments pursuant to clauses (i-iii) shall be made promptly after its closing or his termination, whichever is later. Other Named Executive Officers Pursuant to the Employment Agreement with each of Mr. Boyd and Dr. Doyle, if Mr. Boyd’s or Dr. Doyle’s employment is terminated by the Company without “Cause” or by Mr. Boyd or Dr. Doyle for “Good Reason” (each as defined in the applicable Employment Agreement), in each case subject to the Named Executive Officer’s timely entering into and not revoking a general release of claims in a form acceptable to the Company, such Named Executive Officer will be eligible to receive: (i)certain “Accrued Benefits” (as defined in the applicable Employment Agreement); (ii)earned but unpaid bonus for the fiscal year preceding the year in which such termination occurs, based upon the achievement of Company goals as determined by the Compensation Committee of the Board, payable when such annual bonuses are paid to other executive employees of the Company; (iii)continued payment of their base salary as in effect immediately prior to the termination for nine consecutive months following such termination (extended to twelve months if such termination occurs on or within six months following a Change in Control, as defined in the applicable Employment Agreement); (iv)the annual bonus earned in the year in which the termination occurs, based upon the achievement of Company goals as determined by the Compensation Committee of the Board, prorated to reflect completed days of employment during such year (increased to 100% of their bonus if such termination occurs on or within six months following a Change in Control), payable when such annual bonuses are paid to other executive employees of the Company; (v)full vesting of options awarded by the Company, in which case such Named Executive Officer will have six months from the date of her termination in which to exercise their options; and (vi)if the Named Executive Officer timely elects and remains eligible for continued coverage under federal COBRA law or, if applicable, state insurance laws, the Company will pay the Named Executive Officer’s COBRA or state continuation health insurance premiums until the earliest of (x) the first anniversary of the termination, (y) expiration of continuation coverage under COBRA, or (z) the date when the Named Executive Officer is eligible for substantially equivalent health insurance, in each case subject to certain specified payment practices.

  22. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for each of the Named Executive Officers.

  23. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Award Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Unearned Shares or Units That Have Not Vested (#) | Market Value Of Unearned Shares or Units That Have Not Vested ($) | | Garry Neil, M.D. | 2/3/2020 | Stock Option(1) | 278 | — | $11,462.40 | 2/3/2030 | — | — | — | — | | | 1/26/2021 | Stock Option(1) | 92 | — | $9,561.60 | 1/26/2031 | — | — | — | — | | | 3/8/2022 | Stock Option(1) | 327 | 21 | $2,016.00 | 3/8/2032 | — | — | — | — | | | 10/5/2022 | Stock Option(2) | 313 | — | $952.80 | 10/5/2032 | — | — | — | — | | | 2/13/2023 | Stock Option(1) | 297 | 121 | $715.20 | 2/13/2033 | — | — | — | — | | | 5/15/2023 | Stock Option(2) | 417 | — | $660.00 | 5/15/2033 | — | — | — | — | | | 8/13/2024 | Stock Option(3) | 218,925 | 281,475 | $9.88 | 8/13/2034 | — | — | — | — | | | 8/13/2024 | Restricted Stock Unit(4) | — | — | $— | — | 129,733 | $2,355,951 | — | — | | | 1/28/2025 | Stock Option(1) | — | 411,000 | $8.04 | 1/28/2035 | — | — | — | — | | | 8/19/2025 | Performance Stock Unit(5) | — | — | $— | — | — | — | 167,000 | $3,032,720 | | Taylor Boyd | 10/1/2025 | Stock Option(1) | — | 275,000 | $12.96 | 10/1/2035 | — | — | — | — | | Mittie Doyle, M.D., FACR | 7/15/2024 | Stock Option(1) | 82,875 | 151,125 | $12.65 | 7/15/2034 | — | — | — | — | | | 1/28/2025 | Stock Option(1) | — | 155,000 | $8.04 | 1/28/2035 | — | — | — | — | | | 8/19/2025 | Performance Stock Unit(5) | — | — | $— | — | — | — | 72,500 | $1,316,600 |

  24. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) One-fourth of the shares underlying the stock option shall vest and become exercisable on the first anniversary of the grant date, and the remaining three-fourths vest in equal monthly installments over the following 36 months, subject to the respective grantee providing continuous services to the Company. (2) The shares underlying the stock option vested 100% on the first anniversary of the grant date. (3) One-fourth of the shares underlying the stock option shall vest and become exercisable on March 28, 2025, and the remaining three-fourths vest in equal monthly installments over the following 36 months, subject to the respective grantee providing continuous services to the Company. (4) The restricted stock unit awards will vest in three equal installments on each of March 28, 2025, March 28, 2026, and March 28, 2027. The market value of such awards is based on the closing market price of our common stock of $18.16 per share on December 31, 2025. (5) These performance stock unit awards commence vesting following the achievement of the performance metric. The performance metric for the PSU Awards is based on the timing of data release and efficacy of the Company’s Phase 2 LOTUS trial, and the achieved units may range from 0% to 150% of the target number depending on the level of achievement against the specified performance metric. Upon successful achievement of the performance metric, the number of units achieved will vest on the third anniversary of the grant date. The number of unearned units that have not vested in the table above assume 100% achievement of the performance metric, however, the number of units actually earned will depend upon actual achievement of the performance metric. The market value of such awards is based on the closing market price of our common stock of $18.16 per share on December 31, 2025.

  25. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (also referred to as “CAP”) and certain financial performance of our Company for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2025, 2024 and 2023 fiscal years. Note that for our NEOs other than our CEO, or principal executive officer, compensation is reported as an average.

  26. PAY VERSUS PERFORMANCE

    | | Garry Neil, M.D. (“PEO”) | | Michael Cola (“Former PEO”) | | Non-PEO NEOs | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for Former PEO (1) | Compensation Actually Paid to Former PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”) (5) | Net Loss (thousands) (6) | | 2025 | $3,807,581 | $12,301,903 | $— | $— | $2,500,154 | $4,597,879 | $2 | $(78,259) | | 2024 | $7,212,749 | $5,387,966 | $— | $— | $2,984,146 | $1,877,127 | $1 | $(35,129) | | 2023 | $1,075,362 | $141,732 | $320,410 | $320,410 | $607,645 | $245,593 | $1 | $(31,544) |

  27. PAY VERSUS PERFORMANCE

    (1) Represent the amounts of total compensation reported for our PEO and Former PEO during each corresponding year in the “Total” column of the Summary Compensation Table above or the Summary Compensation Table included in our definitive proxy statement filed with the SEC on May 1, 2025, as applicable. The Former PEO’s employment with the Company ceased in February 2022. The summary compensation for the Former PEO in 2023 consists of only severance and related expenses. (2) Represents the amount of “compensation actually paid” to our PEO and Former PEO, 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 our PEO and Former PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO and Former PEO’s total compensation for each year to determine the “compensation actually paid”:

  28. PAY VERSUS PERFORMANCE

    | | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a)(b) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | Garry Neil, M.D. PEO | 2025 | $3,807,581 | $(2,732,298) | $11,226,620 | $12,301,903 | | | 2024 | $7,212,749 | $(6,178,449) | $4,353,666 | $5,387,966 | | | 2023 | $1,075,362 | $(434,112) | $(499,518) | $141,732 | | Michael Cola Former PEO | 2023 | $320,410 | $— | $— | $320,410 |

  29. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. (b) In order to calculate the compensation “actually paid” to our PEO and Former PEO, we are required under the SEC rules to subtract from the value in the Summary Compensation Table the grant date fair value of equity awards, and add back the following: (i)the year-end fair value of any equity awards in the applicable year that are outstanding and unvested as of the end of the year; (ii)the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii)for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv)for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v)for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi)the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:

  30. PAY VERSUS PERFORMANCE

    | | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (ii) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year (iii) | Change in Fair Value as of the Vesting Date from Prior Year End of Equity Awards Granted in Prior Years that Vested in the Year (iv) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (v) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (vi) | Total Equity Award Adjustments | | Garry Neil, M.D. PEO | 2025 | $6,593,225 | $4,124,660 | $— | $508,735 | $— | $— | $11,226,620 | | | 2024 | $4,350,849 | $551 | $— | $2,266 | $— | $— | $4,353,666 | | | 2023 | $1,602 | $(163,183) | $— | $(337,937) | $— | $— | $(499,518) |

  31. PAY VERSUS PERFORMANCE

    There were no equity award adjustments for the Former PEO for fiscal year 2025, 2024, and 2023. (3) Represents the average of the amounts reported for our NEOs as a group (excluding our PEO and our Former PEO) in each applicable year in the “Total” column of the Summary Compensation Table above. For 2025, this consists of Taylor Boyd and Mittie Doyle, M.D., FACR, for 2024, this consists of Mittie Doyle, M.D., FACR and Christopher Sullivan, and for 2023, this consists of Christopher Sullivan. (4) Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs 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 Non-PEO NEOs for each year to determine the “compensation actually paid”, using the same methodology as described above in Note (2):

  32. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $2,500,154 | $(2,039,955) | $4,137,680 | $4,597,879 | | 2024 | $2,984,146 | $(2,445,915) | $1,338,896 | $1,877,127 | | 2023 | $607,645 | $(173,645) | $(188,407) | $245,593 |

  33. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustment are as follows:

  34. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (ii) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year (iii) | Change in Fair Value as of the Vesting Date from Prior Year End of Equity Awards Granted in Prior Years that Vested in the Year (iv) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (v) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (vi) | Total Equity Award Adjustments | | 2025 | $3,413,504 | $721,835 | $— | $2,341 | $— | $— | $4,137,680 | | 2024 | $1,338,140 | $108 | $— | $648 | $— | $— | $1,338,896 | | 2023 | $641 | $(65,904) | $— | $(123,144) | $— | $— | $(188,407) |

  35. PAY VERSUS PERFORMANCE

    (5) TSR is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each of 2025, 2024 and 2023, respectively. The calculation assumes the investment of $100 for the period starting December 31, 2022 and dividing the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. No dividends were paid in 2025, 2024 or 2023. (6) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.

  36. Pay Versus Performance Graphical Description

    Pay Versus Performance Graphical Description The illustrations below provide a graphical description of CAP compared to both our cumulative “Total Shareholder Return” (TSR) and our net loss. As the illustrations show, the compensation actually paid to our PEO and Former PEO and the average amount of compensation actually paid to or non-PEO NEOs during the periods presented are not directly correlated with TSR. We do utilize several performance measure to align executive compensation with our performance, but those tend not to be financial performance measures, such as TSR. Compensation actually paid is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.