2 nominees · 6 ballot items.
Election of two Class III directors; ratification of Grassi & Co., CPAs, P.C. as independent auditors; advisory approval of executive compensation (Say-on-Pay); approval to increase authorized common shares to 500,000,000; approval to amend the 2023 Omnibus Incentive Plan evergreen formula; and approval to adjourn the meeting if necessary to solicit additional proxies.
Elect two Class III director nominees (William D. Clark and Gary Sender) to serve three-year terms until the 2029 Annual Meeting.
Ratify appointment of Grassi & Co., CPAs, P.C. as the company’s independent registered public accounting firm for fiscal year ending June 30, 2027.
Advisory, non-binding vote to approve named executive officers’ compensation as disclosed in the proxy statement.
Approve amendment to Certificate of Incorporation to increase authorized shares of Common Stock from 275,000,000 to 500,000,000 shares.
Approve amendment to the 2023 Omnibus Incentive Plan to modify the evergreen provision: for Jan 1, 2027–2029 increase reserve by 5% of outstanding common stock plus 3% of shares issuable upon exercise of pre-funded warrants; for Jan 1, 2030–2033 increase by 5% of outstanding common stock.
Approve adjournment of the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes in favor of Proposal 4 and/or Proposal 5.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Affinity Asset Advisors, LLC | 6.25% | 3,107,200 | $6M |
| 2 | Frazier Life Sciences Management, L.P. | 3.93% | 1,953,467 | $4M |
| 3 | EcoR1 Capital, LLC | 3.19% | 1,583,000 | $3M |
| 4 | MILLENNIUM MANAGEMENT LLC | 3.12% | 1,549,850 | $3M |
| 5 | Logos Global Management LP | 2.62% | 1,300,000 | $2M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.19% | 1,088,299 | $2M |
| 7 | BALYASNY ASSET MANAGEMENT L.P. | 2.03% | 1,010,955 | $2M |
| 8 | Ikarian Capital, LLC | 1.93% | 957,062 | $2M |
| 9 | Sio Capital Management, LLC | 1.82% | 904,268 | $2M |
| 10 | CITADEL ADVISORS LLC | 1.23% | 609,062 | $1M |
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