Independent
Tenure on this board
2.8 yrs
6 nominees · 4 ballot items.
Elect six directors; ratify CBIZ CPAs P.C. as independent auditors; approve amendment to increase authorized common stock from 100,000,000 to 300,000,000 shares; advisory approval of named executive officer compensation.
Elect six nominees (Paul Grayson, Deborah Charych, Punit Dhillon, Annalisa Jenkins, Karen Smith, Andrew J. Schwab) to the Board for one-year terms.
Ratify CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2026.
Approve amendment to Articles of Incorporation to increase authorized common shares from 100,000,000 to 300,000,000 (Article IV, Section 1 amended).
This management proposal asks shareholders to approve a Certificate of Amendment to the Company’s Articles of Incorporation to increase authorized common shares from 100 million to 300 million (with total authorized capital stock increased to 300,200,000 including preferred). Management seeks this approval to provide additional authorized but unissued shares to support future corporate actions—financings, acquisitions, stock dividends, equity compensation grants and other strategic needs—without the delay and cost of a special meeting. The board frames the change as increasing financial and operational flexibility; it discloses that approval will dilute existing ownership if shares are issued but that no specific issuance plans currently exist. The proxy describes potential anti-takeover implications (availability of additional shares could be used to dilute an acquiror) but the board believes the benefits outweigh these risks. The amendment would be effective upon filing with the Nevada Secretary of State and requires a majority of outstanding voting power to pass. The board recommends a “FOR” vote; approval is important for permitting quicker responses to strategic financing and compensation needs, but investors should weigh prospective dilution and consider governance safeguards and the absence of a present issuance plan when evaluating the request.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding 'say-on-pay' proposal asks shareholders to approve the compensation program for the named executive officers as detailed in the proxy. Management and the Compensation Committee present the pay program as designed to attract, retain and motivate executives, comprising base salary, performance-based annual cash incentives tied to corporate and individual goals, and long-term equity incentives (options and RSUs including performance- and market-based RSUs). The company discloses recent pay decisions (base salary increases, cash incentive payouts at specified achievement levels, option repricing and equity grants) and describes governance processes including Compensation Committee oversight and use of an independent advisor. While advisory, the Board will consider the vote outcome in future decisions. Investors should assess alignment of realized pay with company performance, the potential dilution from equity grants and repricing, and whether incentive metrics and change-in-control vesting provisions align executives’ interests with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 5AM Venture Management, LLC | 27.55% | 9,681,763 | $6M |
| 2 | Versant Venture Management, LLC | 5.71% | 2,007,704 | $1M |
| 3 | BAKER BROS. ADVISORS LP | 4.48% | 1,575,243 | $968K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.18% | 764,457 | $470K |
| 5 | SPHERA FUNDS MANAGEMENT LTD. | 1.93% | 678,928 | $417K |
| 6 | MILLENNIUM MANAGEMENT LLC | 0.73% | 258,200 | $159K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.68% | 239,195 | $147K |
| 8 | PLATINUM INVESTMENT MANAGEMENT LTD | 0.66% | 233,095 | $143K |
| 9 | BlackRock, Inc. | 0.66% | 232,870 | $143K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.30% | 104,229 | $64K |
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