Independent
Tenure on this board
0.4 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; approval to increase shares under the 2019 Omnibus Equity Incentive Plan by 6,000,000 shares (to 8,644,887 total); and ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal 2026.
Elect three Class III directors — Michael Bonney, Thorvald Nagel, and Richard Rudick — to serve until the 2029 annual meeting.
Approve an amendment to the 2019 Omnibus Equity Incentive Plan to increase the share reserve by 6,000,000 shares to a total of 8,644,887 shares.
This management proposal asks shareholders to approve a Plan Amendment that increases the 2019 Omnibus Equity Incentive Plan share reserve by 6,000,000 shares, raising the total authorized for issuance to 8,644,887 shares. Management seeks this approval because recent dilutive financings—most notably large issuances of pre-funded warrants in 2025 and 2026—have materially reduced employee ownership on a fully diluted basis and left the company with very limited remaining share capacity under existing plans. The Compensation Committee has proposed the specific 6.0 million share increase based on an analysis of dilution from outstanding warrants, anticipated 2026–2027 equity grant needs (including Contingent Option Grants), and an intent to preserve market-competitive equity incentives to attract and retain talent. The filing discloses that the requested reserve is expected to fund the 2026 and 2027 grant cycles, settle up to 910,000 SARs, and accommodate contingent option grants (1,950,819 options) granted subject to shareholder approval; if shareholders do not approve the amendment, those contingent grants will be cancelled. Management frames the request as a targeted, time-limited replenishment (no evergreen provision) and highlights governance-friendly features of the amended plan, including prohibitions on repricing without shareholder approval, limits on director awards, and clawback and anti-dilution mechanics. The Compensation Committee notes alternative responses—such as increasing cash compensation—would be costly and could impair deployment of capital to strategic initiatives, which informs the recommendation. The Board unanimously recommends a FOR vote, arguing the level of potential dilution (approximately 22.2% on a fully diluted basis assuming exercise of pre-funded warrants) is reasonable for a clinical-stage biopharma given recent financing and retention needs. Key risks for shareholders are dilution and the relatively short expected longevity of the reserve (management expects one to two years of runway), while the potential benefits are preserved employee alignment, reduced pressure to raise cash compensation, and a smoother path for executing the company’s clinical and commercial objectives.
Ratify the appointment of Baker Tilly US, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Aberdeen Group plc | 60.52% | 8,243,941 | $9M |
| 2 | BVF INC/IL | 56.18% | 7,652,972 | $8M |
| 3 | Avidity Partners Management LP | 54.10% | 7,369,352 | $14M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 37.72% | 5,138,316 | $6M |
| 5 | Soleus Capital Management, L.P. | 33.04% | 4,500,000 | $5M |
| 6 | Laurion Capital Management LP | 28.50% | 3,882,162 | $4M |
| 7 | MILLENNIUM MANAGEMENT LLC | 27.75% | 3,779,922 | $4M |
| 8 | MORGAN STANLEY | 23.85% | 3,249,142 | $4M |
| 9 | Nantahala Capital Management, LLC | 18.40% | 2,506,491 | $3M |
| 10 | 683 Capital Management, LLC | 17.99% | 2,450,000 | $3M |
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