DEF 14A of Crescent Biopharma, Inc., Apr 21, 2026

DEF 14A of Crescent Biopharma, Inc.

Filed Apr 21, 2026 · FY20250001628280-26-026282

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with our Articles of Association, the Board has fixed the number of directors constituting the Board at six. Pursuant to the Articles and the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Shares (the “Certificate of Designation”), at all times when at least 30% of the originally issued Series A preferred shares remain issued and outstanding: (i) the holders of our Series A preferred shares, exclusively and voting together as a separate class on an as-converted to ordinary shares basis, are entitled to elect two directors (the “Preferred Directors”) and (ii) the holders of our ordinary shares and of any other class or series of voting shares (including our Series A preferred shares), exclusively and voting together as a single class on an as-converted to ordinary shares basis, are entitled to elect the balance of the total number of directors, currently four directors (the “At-Large Directors”). An affiliate of Fairmount Funds Management LLC (“Fairmount”) is the sole holder of Series A preferred shares. Peter Harwin and Jonathan Violin have been elected as the Preferred Directors and our other directors are At-Large Directors. At the Annual Meeting, the holders of Series A preferred shares will vote to elect Jonathan Violin, Ph.D., as a Class II director to serve until the 2029 Annual Meeting of Shareholders or until his successor is duly elected and qualified or until his earlier resignation, death, disqualification or removal, and the holders of our ordinary shares and of Series A preferred shares will vote to elect Susan Moran, M.D., MSCE, as a Class II director to serve until the 2029 Annual Meeting of Shareholders or until her successor is duly elected and qualified or until her earlier resignation, death, disqualification or removal. Each of Drs. Violin and Moran was originally appointed to the Board in June 2025 in accordance with the Merger Agreement. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, any vacancies of the Board will be filled in accordance with the Articles and the Certificate of Designation.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class II directors, who are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Shareholders; two Class III directors, whose terms expire at the 2027 Annual Meeting of Shareholders; and two Class I directors, whose terms expire at the 2028 Annual Meeting of Shareholders. At each succeeding annual general meeting of shareholders thereafter, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual general meeting. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below:

  3. Information Regarding Director Nominees and Continuing Directors

    | NAME | CLASS | AGE* | POSITION HELD WITH CRESCENT | | Alexandra Balcom(1)(2) | III | 42 | Director | | Joshua Brumm | I | 48 | Director, Chief Executive Officer | | Peter Harwin(3) | I | 40 | Director and Chair | | David Lubner(1)(2)(3) | III | 62 | Director | | Susan Moran, M.D., MSCE(1)(2) | II | 56 | Director | | Jonathan Violin(3) | II | 50 | Director |

  4. Information Regarding Director Nominees and Continuing Directors

    ____________ (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating Committee. * As of April 21, 2026

  5. Class II Director Nominees

    Class II Director Nominees Susan Moran, M.D., MSCE. Dr. Moran has served as a member of our Board since November 2024. From July 2021 to May 2024, Dr. Moran served as Chief Medical Officer of RayzeBio, Inc., a Nasdaq-listed radiopharmaceutical therapeutics company that was acquired by the Bristol-Myers Squibb Company in 2024. Prior to joining RayzeBio, Dr. Moran served as Chief Medical Officer at QED Therapeutics, Inc., a biotechnology company and subsidiary of BridgeBio Pharma, Inc. (Nasdaq: BBIO), from March 2018 to June 2021. Prior to joining QED, Dr. Moran held positions of increasing responsibility at Puma Biotechnology, Inc. (Nasdaq: PBYI), a biopharmaceutical company, from 2014 to 2018, most recently serving as Vice President and Head of Clinical Development. Prior to joining Puma, Dr. Moran served as Medical Director at Takeda Oncology from 2011 until 2014 and as Senior Medical Director at Sanofi Genzyme from 2007 until 2011. Dr. Moran is a board-certified internist and previously held faculty appointments at the University of Pennsylvania School of Medicine and Harvard Medical School. Dr. Moran currently serves on the board of directors of Tyra Biosciences, Inc. (Nasdaq: TYRA) and BioAtla, Inc. (Nasdaq: BCAB). Dr. Moran received a B.A. from the University of Virginia, a M.D. from Duke University, and a M.S. in Clinical Epidemiology from the University of Pennsylvania School of Medicine. We believe Dr. Moran is qualified to serve as a member of our Board because of her leadership, scientific, medical and academic experience in the biotechnology industry. Jonathan Violin, Ph.D. Dr. Violin has served as a member of our Board since October 2024. Dr. Violin has served as the Chief Executive Officer and President of Korsana Biosciences, Inc. since August 2025. Dr. Violin previously served as Crescent’s Chief Executive Officer and President from October 2024 to March 2025. Dr. Violin served as a Venture Partner at Fairmount Funds, a healthcare investment firm, from June 2023 until December 2025. Prior to joining Fairmount, Dr. Violin served as President, Chief Executive Officer and member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN), a biopharmaceutical company, from January 2021 to February 2023, and he previously served as President and Chief Operating Officer of Viridian from October 2020 until January 2021. He was the Co-Founder of Viridian’s predecessor and led its operations from April 2020 to its acquisition. Dr. Violin has served as a member of the board of directors of Dianthus Therapeutics, Inc. (formerly Magenta Therapeutics, Inc.) (Nasdaq: DNTH) since the completion of its business combination in September 2023 with Dianthus Therapeutics, Inc., a biotechnology company he co-founded in 2019. Dr. Violin also co-founded Quellis Biosciences, Inc., a biotechnology company (acquired by Astria Therapeutics, Inc. (Nasdaq: ATXS), formerly Catabasis Pharmaceuticals, Inc.), in 2018 and, from January 2021 until its acquisition by BioCryst Pharmaceuticals in January 2026, served on the Astria Therapeutics board of directors. Prior to that, he co-founded and helped lead Trevena Inc., a biotechnology company, in various roles from 2008 until November 2018, including most recently as Senior Vice President, Scientific Affairs and Investor Relations Officer. Dr. Violin received a Ph.D. from the Department of Pharmacology in the Biomedical Sciences Program at the University of California, San Diego, an M.B.A. with a concentration in Health Sector Management from the Fuqua School of Business at Duke University, and a B.S. in Chemical Pharmacology from Duke University. We believe that Dr. Violin is qualified to serve as a member of our Board because of his extensive experience and innovations in the field of biotechnology and his academic expertise and accomplishments.

  6. Class I Directors Continuing in Office

    Class I Directors Continuing in Office Joshua Brumm. Mr. Brumm has served as our Chief Executive Officer and as a member of our Board since March 2025. Prior to joining us, Mr. Brumm was a General Partner at Forbion, a leading life sciences investment firm, from June 2024 to March 2025. From October 2019 to March 2024, Mr. Brumm served as Chief Executive Officer and President and as a director of Dyne Therapeutics, Inc. (Nasdaq: DYN), a biotechnology company. Prior to joining Dyne Therapeutics, Mr. Brumm served as Chief Operating Officer and Chief Financial Officer at Kaleido Biosciences, Inc. (formerly, Nasdaq: KLDO), a healthcare company, from April 2018 to October 2019. Prior to joining Kaleido, Mr. Brumm served as Chief Operating Officer and Chief Financial Officer at Versartis, Inc., a biopharmaceutical company, from November 2013 until December 2017. Mr. Brumm served as Executive Vice President of Finance and Principal Financial Officer at Pharmacyclics, LLC, a biopharmaceutical company, from August 2012 to August 2013. Prior to joining Pharmacyclics, Mr. Brumm served in various roles at ZELTIQ Aesthetics, Inc., a medical technology company, from December 2009 to August 2012, including as Senior Vice President and Chief Financial Officer, Vice President of Corporate Development and Investor Relations, Senior Managing Director of International Sales and Director of Corporate Development and Strategy. Prior to his service at ZELTIQ Aesthetics, Mr. Brumm served as Director of Finance at Proteolix, Inc. and held investment banking roles at Citigroup Global Markets, Inc. and Morgan Stanley. Mr. Brumm currently serves on the board of AIRNA, Corporation, Inc., as Chairman of the Board of Amphista Therapeutics Limited, and as a venture partner at Forbion. Mr. Brumm holds a B.A. in business administration from the University of Notre Dame. We believe that Mr. Brumm is qualified to serve as a member of our Board because of his extensive experience as a senior management executive of healthcare and biotechnology companies, as well as his finance background and experience as an investor in life sciences companies. Peter Harwin. Mr. Harwin has served as a member of our Board since September 2024. Mr. Harwin is a founding partner of Fairmount, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Harwin served as a member of the investment team at Boxer Capital, LLC, an investment fund that was part of the Tavistock Group, based in San Diego. Mr. Harwin also serves as chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT) and as a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Damora Therapeutics, Inc. (Nasdaq: DMRA), Oruka Therapeutics, Inc. (Nasdaq: ORKA), Spyre Therapeutics, Inc. (Nasdaq: SYRE) and Paragon Therapeutics, Inc. Mr. Harwin previously served as a director of Viridian Therapeutics, Inc. (Nasdaq: VRDN) from October 2020 until March 2025. Mr. Harwin received a B.B.A. from Emory University. We believe Mr. Harwin is qualified to serve as a member of our Board because of his experience advising and serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences.

  7. Class III Directors Continuing in Office

    Class III Directors Continuing in Office Alexandra Balcom. Ms. Balcom has served as a member of our Board since November 2024. Ms. Balcom has served as Chief Financial Officer at Nuvalent, Inc. (Nasdaq: NUVL), a biotechnology company, since January 2021. From April 2017 to March 2021, Ms. Balcom held positions of increasing responsibility at SQZ Biotechnologies Company, formerly a NYSE-listed biotechnology company, most recently serving as Vice President of Finance from January 2019 to March 2021. Prior to joining SQZ Biotechnologies, Ms. Balcom held positions of increasing responsibility at Agios Pharmaceuticals Inc. (Nasdaq: AGIO), a biopharmaceutical company, from January 2011 to April 2017, most recently serving as Corporate Controller. Ms. Balcom received a B.B.A. in Finance from the University of Massachusetts, Amherst, and a M.B.A. from Boston College. Ms. Balcom is a Certified Public Accountant in Massachusetts. We believe Ms. Balcom is qualified to serve as a member of our Board because of her experience as an executive officer of life sciences companies, her expertise in finance and her background in business development and operations. David Lubner. Mr. Lubner has served as a member of our Board since April 2025. Mr. Lubner served as Executive Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., a biotechnology company acquired by UCB S.A. in April 2020, from January 2016 until June 2020. Before joining Ra Pharmaceuticals, Mr. Lubner served as Chief Financial Officer of Tetraphase Pharmaceuticals, Inc., a biotechnology company, from its inception in 2006 to 2016, as Chief Financial Officer of PharMetrics Inc., a patient-based pharmacy and medical claims data informatics company, from 1999 until it was acquired by IMS Health in 2005 and as Vice President and Chief Financial Officer of ProScript, Inc. from 1996 to 1999. Mr. Lubner serves as a member of the board of directors of Arcellx Inc. (Nasdaq: ACLX), Dyne Therapeutics, Inc. (Nasdaq: DYN) and several other private companies. Mr. Lubner previously served on the board of directors of Nightstar Therapeutics plc from 2017 until it was acquired by Biogen Inc. in June 2019, Therapeutics Acquisition Corporation (d/b/a as Research Alliance Corp. I), a blank check company focused on the healthcare industry from May 2020 to June 2021, Gemini Therapeutics, Inc. from 2020 to 2022, Point Biopharma, Inc. from 2021 until it was acquired by Eli Lilly and Company in 2023, Cargo Therapeutics, Inc. (Nasdaq: CRGX) until August 2025, and Vor Biopharma, Inc. (Nasdaq: VOR) until August 2025. He received his B.S. in business administration from Northeastern University and an M.S. in taxation from Bentley University. We believe Mr. Lubner is qualified to serve as a member of our Board because of his financial and leadership experience as a senior executive in the biotechnology industry and his experience as a director of a public biotechnology company, including serving as chair of the audit committee.

  8. Director Compensation

    Director Compensation As compensation for serving on our board of directors, each director who is not an employee of our company receives an annual cash retainer and equity award for service on our board of directors and for service on each committee on which the director is a member. The compensation of our directors is based on market practice information provided by our independent compensation consultant. This compensation is periodically reviewed with respect to cash retainers and equity incentives. The retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:

  9. Director Compensation

    | | Member Annual Service Retainer ($) | Chairman Additional Annual Service Retainer ($) | | Board of Directors | 40,000 | 30,000 | | Audit Committee | 7,500 | 7,500 | | Compensation Committee | 6,000 | 6,000 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  10. Director Compensation

    These retainers 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 is not serving on our board of directors. We also reimbursed our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. Our non-employee director compensation policy allows for each director to make an election to receive all or a portion of the annual cash compensation payable above in the form of fully vested ordinary shares. Elections must be delivered before the start of the fiscal year to which the election relates. Elections cannot be altered with respect to a fiscal year once the fiscal year begins and, once made, such election remains in effect for all subsequent fiscal years unless and until revised or revoked. For 2025, none of our non-employee directors elected to receive any portion of their annual cash compensation in the form of shares. In addition, any new non-employee director receives an option grant to purchase a number of ordinary shares upon becoming a director equal to 0.077% of the value of the Company. This grant will vest in equal monthly installments through the third anniversary of the date of grant. Further, on the date of our annual general meeting of shareholders, each non-employee director that continues to serve as a non-employee member of our board of directors will receive an annual option to purchase a number of ordinary shares equal to 0.038% of the value of the Company. The annual grant to the non-employee director vests on the earlier of the next annual shareholder meeting or the first anniversary of the date of grant. The exercise price of options granted to directors is equal to the closing price of our ordinary shares on the Nasdaq Capital Market on the date of grant. The following table shows the compensation earned by each of our non-employee directors for the year ended December 31, 2025:

  11. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Alexandra Balcom | 33,543 | — | 106,923 | — | 140,466 | | Peter Harwin | 44,652 | — | 106,923 | — | 151,575 | | David Lubner | 34,569 | — | 260,422 | — | 294,991 | | Susan Moran, M.D., MSCE | 30,041 | — | 106,923 | — | 136,964 | | Jonathan Violin, Ph.D. | 24,812 | 192,566 | 106,923 | 150,000 | 474,301 |

  12. Director Compensation

    __________________ (1)The amounts reported represent the aggregate grant date fair value of restricted stock awards granted during 2025, calculated in accordance with FASB ASC Topic 718. (2)The amounts reported represent the aggregate grant date fair value of the stock options awarded to our non-employee directors, calculated in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the fair value of stock options in Note 10 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)The amounts reported represent consulting fees paid for services provided to the Company. The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested share awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.

  13. Director Compensation

    | Name | Options Outstanding at Fiscal Year End (#) | Unvested Restricted Stock Awards Outstanding at Fiscal Year End (#) | | Alexandra Balcom | 29,187 | — | | Peter Harwin | 9,023 | — | | David Lubner | 29,187 | — | | Susan Moran, M.D. | 29,187 | — | | Jonathan Violin, Ph.D. | 235,809 | 13,863 |

  14. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2025.

  15. 2025 Summary Compensation Table

    | Name and Principal Position | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Total Compensation ($) | | Joshua Brumm | 554,167 | 2,381,440 | 9,635,227 | 546,000 | 13,116,834 | | Chief Executive Officer & Director | | | | | | | Jonathan McNeill, M.D. | 435,417 | 1,163,619 | 4,683,542 | 321,750 | 6,604,328 | | Chief Operating Officer & President | | | | | | | Ellie Im, M.D. | 401,250 | 281,347 | 2,666,923 | 312,975 | 3,662,495 | | Chief Medical Officer | | | | | |

  16. 2025 Summary Compensation Table

    __________________ (1)The amounts reported represent the aggregate grant date fair value of restricted stock units granted during 2025, calculated in accordance with FASB ASC Topic 718. (2)The amounts reported represent the aggregate grant date fair value of the stock options awarded to our named executive officers, calculated in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the fair value of stock options in Note 10 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)The amounts reported represent annual bonuses earned in 2025 based on achievement of corporate performance measures.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning issued and outstanding equity awards held by each named executive officer as of December 31, 2025. All equity awards set forth in the table below were granted under our 2024 Equity Incentive Plan (the “2024 Plan”) or our 2025 Stock Incentive Plan (the “2025 Plan”).

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Joshua Brumm | 3/17/2025(1) | 805,200 | — | 6.16 | 3/16/2035 | — | — | | | 3/17/2025(2) | — | — | — | — | 268,400 | 3,183,224 | | | 12/8/2025(3) | — | 345,672 | 13.17 | 12/7/2035 | — | — | | | 12/15/2025(3) | — | 180,467 | 13.21 | 12/15/2035 | — | — | | | 12/15/2025(4) | — | — | — | — | 55,117 | 653,688 | | Jonathan McNeill, M.D. | 3/17/2025(1) | 402,600 | — | 6.16 | 3/16/2035 | — | — | | | 3/17/2025(2) | — | — | — | — | 134,200 | 1,591,612 | | | 12/8/2025(3) | — | 172,836 | 13.17 | 12/7/2035 | — | — | | | 12/15/2025(3) | — | 78,029 | 13.21 | 12/15/2035 | — | — | | | 12/15/2025(4) | — | — | — | — | 25,507 | 302,513 | | Ellie Im, M.D. | 4/1/2025(1) | 257,822 | — | 9.55 | 3/31/2035 | — | — | | | 12/15/2025(3) | — | 65,190 | 13.21 | 12/15/2035 | — | — | | | 12/15/2025(4) | — | — | — | — | 21,298 | 252,594 |

  19. Outstanding Equity Awards at 2025 Fiscal Year-End

    __________________ (1)The awards vest as to one-fourth of the awards on the first anniversary of the vesting commencement date and the remaining shares in 36 equal monthly installments measured from the first anniversary of the vesting commencement date, subject to the recipient's continuous service with us as of each such vesting date. These options permit early exercise in exchange for unvested shares subject to a right of repurchase by the company and were, therefore, exercisable as of December 31, 2025. (2)The awards vest as to one-fourth of the awards on the first anniversary of the vesting commencement date and the remaining shares in 12 equal quarterly installments measured from the first anniversary of the vesting commencement date, subject to the recipient's continuous service with us as of each such vesting date. (3)The awards vest in 48 equal monthly installments measured from the vesting commencement date, subject to the recipient's continuous service with us as of each such vesting date. (4)The awards vest in equal three-month installments through the four-year anniversary of the vesting commencement date.

  20. Pay Versus Performance

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

  21. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | 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 $100 Investment based on Total Shareholder Return(4) | Net Income (Loss) ($ in thousands) | | 2025 | — | 13,116,834 | — | 17,581,217 | 5,133,412 | 6,382,262 | 3.91 | (153,942) | | 2024 | 2,923,333 | — | 16,200 | — | 1,438,980 | 472,757 | 8.22 | (37,879) | | 2023 | 2,389,418 | — | 1,726,797 | — | 1,226,125 | 1,040,066 | 77.89 | (36,899) |

  22. Pay Versus Performance

    __________________ (1)Harout Semerjian (“First PEO”) was the PEO of GlycoMimetics, Inc. until the closing of the merger. Joshua Brumm (“Second PEO”) is our current PEO. The individuals comprising the non-PEO NEOs for each year presented are listed below.

  23. Pay Versus Performance

    | 2023 | 2024 | 2025 | | Brian Hahn | Brian Hahn | Jonathan McNeill, M.D. | | Edwin Rock | Edwin Rock | Ellie Im, M.D. |

  24. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the Second PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the 2025 Summary Compensation Table.

  25. Pay Versus Performance

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2025 | 13,116,834 | (12,016,667) | 16,481,050 | 17,581,217 |

  26. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 5,133,412 | (4,397,716) | 5,646,566 | 6,382,262 |

  27. Pay Versus Performance

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

  28. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Applicable Fiscal Year That Remained Unvested as of Last Day of Applicable Fiscal Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Applicable Fiscal Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Applicable Fiscal Year that Vested During Applicable Fiscal Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Equity Awards that Vested During Applicable Fiscal Year for Second PEO ($) | Fair Value at Last Day of Prior Fiscal Year of Equity Awards Forfeited During Applicable Fiscal Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($) | Total - Inclusion of Equity Values for Second PEO ($) | | 2025 | 16,481,050 | — | — | — | — | — | 16,481,050 |

  29. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Applicable Fiscal Year That Remained Unvested as of Last Day of Applicable Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Applicable Fiscal Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Applicable Fiscal Year that Vested During Applicable Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Equity Awards that Vested During Applicable Fiscal Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Fiscal Year of Equity Awards Forfeited During Applicable Fiscal Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 5,646,566 | — | — | — | — | — | 5,646,566 |

  30. Pay Versus Performance

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

  31. Restricted Stock Grants to Directors and Executive Officers

    Restricted Stock Grants to Directors and Executive Officers We have entered into restricted stock purchase agreements with certain of our executive officers and directors, as more fully described in the section titled “Executive Compensation” above.