Not independent
Tenure on this board
5.7 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; approval to increase authorized common stock from 300,000,000 to 450,000,000; ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect David-Alexandre C. Gros, M.D., Jan Hillson, M.D., and James Robinson as Class III directors to serve until the 2029 annual meeting.
Amend the Certificate of Incorporation to increase authorized shares of common stock from 300,000,000 to 450,000,000.
This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 300,000,000 to 450,000,000. Management seeks this approval to provide flexibility to fund operations, obtain financing, support strategic transactions (acquisitions, collaborations), grant equity awards, and implement other corporate actions without the delay and cost of calling a special meeting of stockholders. The board emphasizes the need for authorized shares given the Company’s capital requirements as a clinical-stage biotech with no product revenue and ongoing financing activities. The proxy discloses that a substantial number of shares are already reserved for existing instruments (warrants, pre-funded warrants, convertible preferred, equity plans, and potential ATM sales), and the increase would provide additional room for future issuances. The board acknowledges potential dilution to existing stockholders and also notes potential anti-takeover effects since additional shares could be used defensively, but it represents that there is no current intention to use the amendment to entrench management. The board recommends a vote FOR the amendment, asserting the benefits of flexibility and readiness to pursue financings or strategic opportunities outweigh the risks of dilution. The proposal would be effective upon filing a Certificate of Amendment with the Delaware Secretary of State, and the board retains discretion to abandon the amendment before filing even if approved by shareholders.
Ratify Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BVF INC/IL | 8.15% | 6,293,282 | $19M |
| 2 | Defilade Capital Management, L.P. | 4.62% | 3,564,127 | $11M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.27% | 3,293,134 | $10M |
| 4 | BlackRock, Inc. | 3.37% | 2,599,031 | $8M |
| 5 | Ensign Peak Advisors, Inc | 3.19% | 2,464,919 | $8M |
| 6 | Zimmer Partners, LP | 2.43% | 1,875,000 | $6M |
| 7 | SPHERA FUNDS MANAGEMENT LTD. | 2.30% | 1,772,131 | $5M |
| 8 | Catalio Capital Management, LP | 2.12% | 1,639,816 | $5M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.98% | 1,527,135 | $5M |
| 10 | Blue Owl Capital Holdings LP | 1.84% | 1,419,912 | $4M |
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