Andrew Gu
Independent
Tenure on this board
New nominee
2 nominees · 6 ballot items.
Election of two Class III directors; approval to increase shares under 2021 Stock Incentive Plan by 2,000,000 shares; ratification of Deloitte & Touche LLP as independent auditors; non-binding advisory vote on executive compensation; approval to permit exercise of warrants to purchase up to 39,618,078 shares under Nasdaq rules; and approval to adjourn the meeting if needed to solicit additional proxies for the warrant exercise proposal.
Election of two Class III director nominees, Andrew Gu and Douglas J. Swirsky, each for a three-year term expiring in 2029.
Amend the 2021 Stock Incentive Plan to increase available shares for awards by 2,000,000 (to 2,312,818 total), enabling continued equity compensation grants.
The proposal asks shareholders to approve an amendment to the Company's 2021 Stock Incentive Plan to add 2,000,000 shares to the pool available for grants. Management seeks approval because the Company relies on equity awards to attract and retain employees and other service providers, and the current share reserve (100,651 shares remaining) is insufficient to support anticipated grants. The amendment does not change other plan terms — it only increases the authorized share number. If approved, the authorized share pool for the 2021 Plan would increase materially, raising potential dilution from about 3.9% to about 16.4%, which the company discloses and quantifies. The Compensation Committee will continue to administer awards and could grant various award types (options, RSUs, performance awards) under the amended plan, and awards would generally be subject to standard vesting and change-in-control provisions. The board recommends a FOR vote, arguing equity is essential for talent retention in a capital-constrained clinical-stage biotech, while stockholders should weigh meaningful dilution and the lack of alternative cash compensation given the company's financial position.
Ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding 'say-on-pay' advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory 'say-on-pay' approval of the named executive officers' compensation as disclosed. Management emphasizes responsiveness to shareholder feedback and states the company will consider the vote outcome in future compensation decisions. The Board recommends annual advisory votes, consistent with prior shareholder preference. Although non-binding, such votes inform the Compensation Committee when setting pay, especially given the company's pay structure emphasizing equity awards and performance-based incentives. The vote presents shareholders an opportunity to express concerns about pay levels, equity dilution effects, and alignment of executive incentives with long-term value creation in a clinical-stage biotech with significant R&D and funding needs.
Approve the issuance of up to 39,618,078 shares of common stock upon exercise of warrants issued in a May 4, 2026 private placement to comply with Nasdaq Rule 5635(d).
This management proposal asks shareholders to approve the issuance of up to 39,618,078 shares issuable upon exercise of warrants that were issued in a May 4, 2026 private placement. Under Nasdaq Rule 5635(d), shareholder approval is required for such an issuance at the stated pricing; without approval the warrants cannot be exercised, delaying up to ~$105 million in potential proceeds. Management frames the transaction as necessary to address near-term funding needs — the company had ~$13.2 million cash at year-end 2025 and raised ~$30.7 million in the private placement, but the potential full exercise of the warrants would provide substantial additional capital to advance its PDC programs. The warrants contain exercise price, exercise period, cashless exercise and ownership limitations (4.99% beneficial ownership cap, increaseable to 9.99% after notice), and mandatory exercise mechanics tied to stock price milestones. Approval would dilute current shareholders materially if exercised in full, and could depress market price by increasing float; management discloses these risks while arguing the funding benefits outweigh them given the company’s capital needs. The board recommends a FOR vote to enable exercise and potential funding, but shareholders must weigh dilution, timing and the significant ownership and financing terms (including placement agent warrants and fees) against the company’s funding requirements.
Authorize adjournment of the Annual Meeting, if necessary, to solicit additional proxies if insufficient votes exist to approve the Warrant Exercise Proposal at the time of the Annual Meeting.
This management proposal seeks stockholder authorization to adjourn the Annual Meeting if there are insufficient votes to approve the Warrant Exercise Proposal, allowing the Company to solicit additional proxies. Management argues this is in stockholders’ best interests if additional time can enable approval of the warrant exercise that would unlock potential funding. The proposal is procedural but directly tied to Proposal 5’s financing objectives and reflects the company's commitment to continue seeking approval if initial votes fall short; shareholders should consider that adjourning will delay finality and may cause additional solicitation costs, but could be necessary to secure funding the board believes critical.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bleichroeder LP | 1.3% | 100,000 | $254K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.0% | 81,884 | $208K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 43,623 | $111K |
| 4 | Sequoia Financial Advisors, LLC | 0.2% | 18,850 | $48K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 16,573 | $42K |
| 6 | Warberg Asset Management LLC | 0.2% | 13,900 | $35K |
| 7 | Riverview Capital Advisers, LLC | 0.1% | 10,384 | $50K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 9,155 | $23K |
| 9 | UBS Group AG | 0.1% | 7,301 | $19K |
| 10 | BlackRock, Inc. | 0.1% | 4,745 | $12K |
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