Independent
Tenure on this board
3.0 yrs
7 nominees · 4 ballot items.
Elect seven directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); approve amendment to the 2019 Equity Incentive Compensation Plan to add 750,000 shares and eliminate the annual per-participant option grant limit; appoint MNP LLP as independent auditors for fiscal 2026; and transact other business.
Elect seven directors nominated by the Board to serve until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the disclosed compensation of the Company’s named executive officers (a Say-on-Pay vote). Management is seeking shareholder support to affirm its executive compensation philosophy and practices, which emphasize retention, performance incentives and alignment of management and shareholder interests primarily through a mix of base salary, bonuses and equity awards (including RSUs and options). The vote is advisory and non-binding, but the Board and Compensation Committee state they will review and consider the results when evaluating future pay programs. The Company is a clinical-stage biopharmaceutical with heavy use of equity-based awards—management notes RSUs have been used as partial salary and bonus payments—so equity plan capacity and structure materially affect pay outcomes and dilution. The Board recommends a FOR vote on the basis that current policies reward leadership and sustained performance while aligning executives with shareholders; it also points to governance oversight by an independent Compensation Committee. Potential investor concerns include the non-binding nature of the vote, the scale and timing of equity grants, and the interaction of pay practices with recent financings and outstanding preferred-share conversions; however, the Company discloses anti-repricing provisions, clawback and recovery policies, limits on outside director awards, and Compensation Committee oversight. Broker non-votes may occur if brokers lack discretionary authority, but the Company notes the vote requires a majority of votes cast. In sum, the resolution is a governance signal rather than a change to compensation arrangements, and a FOR vote would indicate shareholder endorsement of the Board’s compensation approach while a significant proportion of WITHHOLD/AGAINST votes would likely trigger Board/committee reconsideration of pay design and disclosure.
Approve Amendment No.5 to the 2019 Plan to increase the share reserve by 750,000 shares and remove the plan’s annual per-participant option grant cap of 14,285 shares.
This management proposal requests shareholder approval for Amendment No. 5 to the Company’s 2019 Equity Incentive Compensation Plan to (i) increase the plan share reserve by 750,000 common shares (raising the authorized issuance from 2,367,737 to 3,117,737) and (ii) eliminate the per-participant annual option grant cap (previously 14,285 shares). Management frames the request as necessary to preserve flexibility to attract, motivate and retain executives and other service providers through equity-based incentives and notes that, after prior plan amendments and grants, only 624,099 shares remained available as of March 18, 2026. The Board emphasizes that shareholder approval is required both for Nasdaq compliance and to implement the specific changes. The amendment will materially increase the pool of potentially dilutive shares and remove a numerical limit that constrained the Committee’s ability to make larger option grants in a single calendar year; however, the plan retains other governance protections such as prohibitions on repricing without shareholder approval, limits on outside director award values, ISO statutory limits, Compensation Committee administration, and clawback/recovery provisions. In evaluating the proposal, an analyst should weigh the operational benefit—maintaining grant capacity in a company that uses RSUs and options extensively (including RSUs used as partial salary and bonuses)—against dilutionary impact to existing shareholders and the potential for concentrated grants to insiders. Recent financings, preferred-share conversions, and investor rights arrangements (including designated director rights) increase the importance of transparent grant practices and robust compensation committee oversight. A FOR vote aligns with management’s stated need for flexibility to execute talent retention and incentive plans; an AGAINST vote would signal shareholder concern about dilution, pace of equity compensation, or governance controls around grants. The proposal is typical for growth-stage biotech companies that rely on equity incentives but merits scrutiny of expected annual grant run-rate, burn rate, potential dilution scenarios and the Compensation Committee’s planned use of the additional share reserve.
Ratify the appointment of MNP LLP as the Company’s independent auditors for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Velan Capital Investment Management LP | 9.3% | 827,500 | $4M |
| 2 | Rubric Capital Management LP | 7.7% | 687,500 | $4M |
| 3 | PERCEPTIVE ADVISORS LLC | 6.3% | 563,239 | $3M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.0% | 85,966 | $450K |
| 5 | JANE STREET GROUP, LLC | 0.9% | 77,421 | $405K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 64,689 | $338K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 38,446 | $201K |
| 8 | JANE STREET GROUP, LLC | 0.4% | 38,300 | $200K |
| 9 | STATE STREET CORP | 0.4% | 37,979 | $199K |
| 10 | COMMONWEALTH EQUITY SERVICES, LLC | 0.4% | 35,003 | $183K |
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