Independent
Tenure on this board
0.3 yrs
1 nominee · 4 ballot items.
Elect Jeff Hargroves as Class II director; ratify KPMG LLP as independent auditor; approve an amendment to the 2021 Omnibus Equity Incentive Plan to add 625,000 shares (total 2,221,126); and approve adjournment of the Annual Meeting if necessary to solicit additional proxies.
Elect Jeff Hargroves as a Class II director to hold office until the 2029 annual meeting and until his successor is duly elected.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve a Board‑approved amendment to the 2021 Omnibus Equity Incentive Plan increasing the authorized shares by 625,000 (from 1,596,126 to 2,221,126) to ensure sufficient equity for future grants to employees, directors and consultants.
This proposal requests stockholder approval to amend the Company’s 2021 Omnibus Equity Incentive Plan to add 625,000 shares to the plan’s authorized pool, bringing the total to 2,221,126 shares. Management frames the request as necessary to attract, retain and motivate employees, non-employee directors and consultants in a competitive life‑sciences talent market and notes that the currently available shares (even after the plan’s annual ‘‘evergreen’’ increase) are insufficient to support anticipated grants. The Board engaged compensation consultants and reviewed market practices in determining the size of the increase, and it emphasizes that the additional shares will enable continued use of equity instruments (including ISOs) central to its pay philosophy. The amendment would be subject to stockholder approval and S‑8 registration, and, if approved, the full increased amount may be used for awards, although the plan retains customary limits (e.g., per‑participant and non‑employee director caps) and an evergreen provision. From a governance perspective, investors will want to evaluate the incremental dilution implied by the issuance of up to 625,000 additional shares relative to existing outstanding and fully diluted shares, and consider how grants are expected to be allocated across executives, employees and directors. The plan grants the Compensation Committee broad discretion over award terms, including repricing authority subject to plan terms, which may raise concerns for some investors about anti-dilution and repricing protections. The Board’s rationale — retention risk, competitive necessity, and limited remaining share availability — is conventional for a growth-stage biotech that completed a private placement in early 2026, but shareholders should weigh the potential dilution and governance safeguards (e.g., caps, board approval, and recoupment/forfeiture provisions) when deciding whether to support the amendment. The Board recommends a vote FOR the proposal, arguing that without the increase the Company may not be able to appropriately compensate and retain personnel necessary to execute its strategy.
Approve adjourning the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes to approve one or more proposals.
The Adjournment Proposal seeks shareholder authorization for the Board to adjourn the Annual Meeting to permit additional solicitation of proxies if there are insufficient votes to approve any of the listed proposals. Management’s stated purpose is pragmatic — to secure a quorum or additional favorable votes for substantive matters such as the Equity Plan amendment if initial voting results are insufficient. While common and generally non-controversial, this proposal gives the Company flexibility that could extend the voting period and allow further outreach to institutional or retail holders; proxies will authorize successive adjournments if needed. From a governance standpoint, shareholders should consider whether the adjournment could be used opportunistically to solicit votes in a manner that disadvantages dissenting holders, but the filing discloses that notice will be given if the adjournment exceeds 30 days and that the Board will only seek additional proxies to approve pending proposals. The proposal does not change substantive rights or the content of any substantive proposal and is procedural in nature, and the Board recommends a vote FOR it to preserve the Company’s ability to complete the governance steps necessary to implement its agenda.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.33% | 308,967 | $2M |
| 2 | Kestra Advisory Services, LLC | 1.05% | 140,000 | $869K |
| 3 | MARSHALL WACE, LLP | 0.65% | 86,631 | $538K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.64% | 85,428 | $531K |
| 5 | JANE STREET GROUP, LLC | 0.51% | 67,916 | $422K |
| 6 | XTX Topco Ltd | 0.40% | 53,503 | $332K |
| 7 | BCV Asset Management Inc. | 0.39% | 51,200 | $318K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.38% | 50,074 | $311K |
| 9 | Quadrature Capital Ltd | 0.26% | 34,839 | $216K |
| 10 | HRT FINANCIAL LP | 0.25% | 33,144 | $206K |
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