Not independent
Tenure on this board
4.8 yrs
6 nominees · 3 ballot items.
Elect six directors; approve an amendment to the 2021 Omnibus Equity Incentive Plan to add 2,000,000 shares (4.4% of outstanding) to the plan reserve; and ratify Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect six (6) incumbent directors to the Board to serve until the 2027 Annual Meeting.
Approve an amendment to Section 4(a) of the Amended and Restated 2021 Omnibus Equity Incentive Plan to add 2,000,000 shares (approximately 4.4% of outstanding) to the plan reserve.
This management proposal asks shareholders to approve a one-time amendment to Section 4(a) of the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan to add 2,000,000 shares to the plan reserve, representing roughly 4.4% of the Company’s outstanding common stock. Management and the Board state the increase is necessary because only 15,936 shares remained available under the Plan as of April 30, 2026 and they need additional shares to grant equity incentives to attract, retain and motivate employees, directors and consultants as the Company grows its commercial operations and clinical programs. The amendment will increase potential dilution and overhang; shareholders should weigh the dilutive effect of the new issuance against the benefits of improved retention and recruiting in a small-cap biotech with active hiring and commercialization needs. The proxy discloses an existing evergreen mechanism in the Plan that provides annual increases (the lesser of 5% of outstanding shares or Board-determined amounts), which together with this amendment may affect future share count growth and warrants scrutiny of the Company’s burn rate and grant practices. The Compensation Committee engaged an independent compensation consultant to assess the amendment and reported no conflict of interest; the Board and Compensation Committee recommend the proposal to align management and employee incentives with long-term stockholder value. Procedurally the proposal is non-routine under broker voting rules (brokers cannot vote uninstructed shares), and it requires a majority of votes cast for approval; this raises the importance of retail and institutional participation. Investors should consider requesting or reviewing the form of the amended Plan (filed as Exhibit A) to confirm dilution mechanics, limits on ISOs, evergreen details and treatment on change-in-control and termination, all of which can materially affect value transfer to option holders. In summary, the amendment is a standard equity-plan refresh intended to support growth and retention but carries measurable dilution that shareholders should balance against the Company’s need to incentivize management and staff during commercial expansion.
Ratify the Audit Committee’s appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AIGH Capital Management LLC | 6.74% | 3,041,534 | $3M |
| 2 | Bleichroeder LP | 3.69% | 1,666,098 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.21% | 1,447,177 | $1M |
| 4 | AIGH Capital Management LLC | 1.47% | 664,663 | $671K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 314,427 | $318K |
| 6 | Wealthspire Advisors, LLC | 0.56% | 252,525 | $255K |
| 7 | CITADEL ADVISORS LLC | 0.52% | 232,684 | $235K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.35% | 157,902 | $159K |
| 9 | NORTHWESTERN MUTUAL WEALTH MANAGEMENT CO | 0.22% | 99,460 | $100K |
| 10 | NIXON PEABODY TRUST CO | 0.22% | 97,165 | $98K |
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