Independent
Tenure on this board
11.1 yrs
Also a director at
DROR
2 nominees · 4 ballot items.
Election of two Class I directors; approval of an amendment to the 2021 Omnibus Incentive Plan (increase evergreen share reserve); ratification of Weinberg & Company, P.A. as independent auditors for fiscal 2025; non-binding advisory approval of named executive officer compensation.
Elect Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting or until their successors qualify.
Approve Amendment No.1 to increase the annual automatic share increase (evergreen) to the lesser of 3,187,234 shares, 5% of outstanding shares, or such number as the Board determines.
This management proposal requests shareholder approval to adopt Amendment No.1 to the Company’s 2021 Omnibus Incentive Plan, increasing the plan’s annual evergreen share reserve. Specifically, it replaces the prior annual automatic share increase (the lesser of 1% of outstanding shares or a Board-determined number) with a larger cap — the lesser of 3,187,234 shares, 5% of outstanding shares on a fully diluted basis, or a Board-determined number. Management seeks shareholder approval because equity incentive plans require shareholder authorization for material changes affecting share reserve mechanics; the increase is intended to preserve the Company’s ability to grant equity awards to attract, retain and motivate employees, officers, non-employee directors and consultants as the Company grows. The filing situates this change as aligning with market practices among similar companies and ensuring operational flexibility for compensation, particularly important for a small-cap biotech preparing for continued development and potential regulatory milestones. The Board recommends a vote FOR, arguing the amendment enhances the effectiveness and sustainability of the Company’s equity program, supports long-term value creation, and prevents dilution-related disruptions from depleting the equity pool in future grant cycles. Potential investor concerns include dilution from a larger evergreen, the specific size relative to outstanding shares, and the governance discretion left to the Board; investors should weigh the benefit of recruiting and retention against dilution risk and consider how the Company has historically used equity grants and its projected equity needs.
Ratify the Audit Committee’s appointment of Weinberg & Company, P.A. as the Company’s independent auditors for fiscal year ending December 31, 2025.
Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory 'say-on-pay' approval of the Company's 2024 named executive officer compensation as disclosed in the proxy materials. Management frames pay as linked to performance, designed to attract and retain executives, with the Compensation Committee having reviewed corporate goals and outcomes. The vote is non-binding, but the Board and Compensation Committee will consider the outcome when setting future compensation. Key context includes recent changes in senior management (CEO transitions), use of consulting agreements and equity incentives to compensate leadership, and compensation increases from 2023 to 2024 reflecting personnel changes. Investors should weigh whether disclosed cash and equity components align with company performance and the Board's stated retention and incentive objectives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | B Group, Inc. | 8.28% | 3,000,000 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.20% | 1,160,184 | $2M |
| 3 | AdvisorShares Investments LLC | 1.16% | 420,467 | $896K |
| 4 | COMMONWEALTH EQUITY SERVICES, LLC | 1.10% | 397,431 | $847K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.72% | 259,848 | $554K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.47% | 169,580 | $361K |
| 7 | Bleakley Financial Group, LLC | 0.32% | 117,204 | $250K |
| 8 | STATE STREET CORP | 0.24% | 86,984 | $185K |
| 9 | XTX Topco Ltd | 0.22% | 78,733 | $168K |
| 10 | BlackRock, Inc. | 0.18% | 65,674 | $140K |
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