Astria Therapeutics (ATXS) DEF 14ADefinitive proxy

The election of three Class III Directors to our Board of Directors, to serve for a three-year term until the 2027 annual meeting of stockholders;

The approval of the second amendment and restatement of our existing Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Plan”, and as further amended and restated, the “Second Amended and Restated 2015 Plan”) to, among other things, increase the number of shares of our common stock available for grant under the plan by 5,750,000 shares and extend the term of the plan to ten years from the date such second amendment and restatement is approved by our stockholders;

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

The approval, by non-binding advisory vote, of our executive compensation; and

The transaction of any other business properly brought before the Annual Meeting or any continuation, adjournment or postponement thereof.

As of the date of this proxy statement, we are not aware of any business to come before the Annual Meeting other than the first four matters noted above.

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders.

Only stockholders of record of common stock at the close of business on the record date of April 9, 2024, are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of the record date, there were 54,913,061 shares of common stock issued and

The Annual Meeting is open to all of our stockholders and will be held in person. To attend the Annual Meeting, you will need to register upon arrival. We may also check for your name on our stockholders’ list and ask you to produce valid identification. If your shares are held in “street name” by your broker or bank, you should bring your most recent brokerage account statement or other evidence of your share ownership. If we cannot verify that you own shares of our common stock, it is possible that you will not be admitted to the Annual Meeting.

We strongly urge stockholders to submit a proxy to vote your shares in advance of the Annual Meeting by submitting a proxy card, or by voting on the Internet or over the telephone.

Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum, avoid added solicitation costs and protect the health and safety of our employees, advisors and other stockholders. Information on how to submit a proxy to vote your shares in advance of the Annual Meeting is discussed below.

Internet and telephone voting for stockholders of record that hold common stock will be available up until 11:59 p.m. Eastern Time on June 4, 2024, and mailed proxy cards must be received by June 4, 2024, in order to be counted at the Annual Meeting. If the Annual Meeting is continued, adjourned or postponed, these deadlines may be extended.

Directors are elected by a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting (Proposal No. 1). This means that the three nominees receiving the most votes “for” will be elected. Shares represented by proxies that withhold authority to vote for a nominee for election as a director will not be counted as votes “for” a director. Votes that are withheld and broker non-votes, if any, will be counted for purposes of establishing a quorum and, if a quorum is present, we expect that votes that are withheld and broker non-votes will have no effect on the outcome of this proposal.

The approval of the Second Amended and Restated 2015 Plan requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter (Proposal No. 2). Abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum and, if a quorum is present, we expect that abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter (Proposal No. 3). Abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum and, if a quorum is present, we expect that abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

The approval, by non-binding advisory vote, of our executive compensation requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter (Proposal No. 4). Abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum and, if a quorum is present, we expect that abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting for each share held by such stockholder as of the record date. Votes cast in person at the Annual Meeting or by proxy via the Internet or by telephone or mail will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present.

If you are a stockholder of record that holds common stock, you may revoke your proxy before the vote is taken at the Annual Meeting:

If your shares are held in “street name,” you may submit new voting instructions by contacting the organization that holds your shares. You may also vote in person at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy or broker’s proxy card from the organization that holds your shares as described in the “How to Vote” section above.

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means. In addition, we have engaged Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and information support for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $35,000 in total.

Our Board of Directors is divided into three classes, with one class of our directors standing for election each year, for a three-year term. The authorized size of our Board of Directors is currently nine. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on our Board of Directors by appointment. The members of the classes are as follows:

Our bylaws require that each of the classes of our Board of Directors consist, as nearly as may be possible, of one-third of the total number of directors constituting our entire Board of Directors. Our Board of Directors, on the recommendation of our nominating and corporate governance committee, has nominated Sunil Agarwal, Gregg Lapointe, and Jonathan Violin for re-election as Class III Directors at the Annual Meeting. Each Class III Director that is elected at the Annual Meeting will be elected to serve for a three-year term that will expire at our annual meeting of stockholders to be held in 2027.

If no contrary indication is made, proxies will be voted for Sunil Agarwal, Gregg Lapointe, and Jonathan Violin, or, in the event that any of these nominees is not a candidate or is unable to serve as a director at the time of election (which is not currently expected), for any substitute nominee who is designated by our Board of Directors.

The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:

The members of our audit committee are Mr. Bate, Mr. Cole and Mr. Lapointe. Mr. Lapointe is the chair of our audit committee and served in that capacity in 2023. Our Board of Directors has determined that each of Mr. Bate, Mr. Cole and Mr. Lapointe qualifies as an “audit committee financial expert” within the meaning of SEC regulations and the Nasdaq listing standards. In making this determination, our Board of Directors has considered the formal education and nature and scope of each such director’s previous experience, coupled with past and present service on various audit committees. Our audit committee assists our Board of Directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. Our audit committee met five times during 2023 and did not act by written consent in 2023. Our audit committee’s responsibilities include:

overseeing and administering our cash and equity incentive plans;

preparing the compensation committee report required by SEC rules, if applicable.

As compared to the 2023 Peer Group, the peer group for our executive compensation benchmarking, as approved by our compensation committee in December 2021 for the 2022 annual executive compensation and performance cycle was comprised of the following companies (“2022 Peer Group”):

Five of the peer group companies included in the 2022 Peer Group were excluded from, and six new peer group companies were added to, the 2023 Peer Group in order to better align the peer group with the

Aon supplemented the 2023 Peer Group information with published survey data, which provided a broader market representation of companies and deeper position reporting for non-executives.

Our compensation committee approves the compensation objectives for our Company, approves the compensation of our executive officers (other than our Chief Executive Officer) and provides a recommendation to our Board of Directors on the compensation of our Chief Executive Officer and our non-employee directors, which is reviewed on a periodic basis. For executive compensation, our compensation committee reviews all executive compensation components, including base salary, bonus, benefits, equity incentives and other perquisites, as well as severance arrangements, change-in-control benefits and other forms of compensation. For non-employee director compensation, our compensation committee reviews the two non-employee director compensation components, which are cash retainer payments for service on our Board of Directors and its committees and equity incentives. See “Executive Compensation — Narrative to Summary Compensation Table” and “— Director Compensation” below for more information regarding the roles of our Chief Executive Officer, compensation committee, Board of Directors and compensation consultant in determining or recommending the amount or form of executive compensation and non-employee director compensation.

The members of our nominating and corporate governance committee are Mr. Bate, Mr. Callori and Mr. Kishbauch. Mr. Bate is the chair of our nominating and corporate governance committee and served in that capacity in 2023. Our nominating and corporate governance committee met three times during 2023 and did not act by written consent in 2023. Our nominating and corporate governance committee’s responsibilities include:

We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. Our Board of Directors has determined that Mr. Bate, Mr. Callori and Mr. Kishbauch are independent as independence is defined in the Nasdaq listing standards.

The members of our science and technology committee are Dr. Agarwal, Dr. Beck and Dr. Violin. Dr. Violin is the chair of our science and technology committee and served in that capacity in 2023. Dr. Agarwal was appointed to the Committee in April 2024 upon his appointment to the Board. Our science and technology committee, which in 2023 consisted of Dr. Beck and Dr. Violin, met four times during 2023 and did not act by written consent in 2023. Our science and technology committee’s responsibilities include:

commitment to understand our Company and its industry;

Our nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our Board of Directors willing to continue in service. Current members with qualifications and skills that are consistent with our nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board of Directors with that of obtaining a new perspective or expertise.

If any member of our Board of Directors does not wish to continue in service or if our Board of Directors decides not to re-nominate a member for re-election, our nominating and corporate governance committee will work to identify a new nominee that meets the criteria above. Our nominating and corporate governance committee generally inquires of our Board of Directors and members of management for their recommendations. Our nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. Our nominating and corporate governance committee reviews the qualifications, experience and background of suggested candidates. Final candidates, if other than our current directors, would be interviewed by the members of our nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, our nominating and corporate governance committee evaluates each individual in the context of our Board of Directors as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, our nominating and corporate governance committee makes its recommendation to our Board of Directors. The nominating and corporate governance committee utilized a third-party search firm to identify Dr. Agarwal, who joined our Board of Directors in April 2024. The nominating and corporate governance committee may in the future use a third-party search firm in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

We have not received director candidate recommendations from our stockholders. However, any recommendations received from our stockholders will be evaluated by following substantially the same process, and applying the same criteria, used to evaluate potential nominees suggested by members of our Board of Directors, management or other parties.

Stockholders wishing to suggest a candidate for director should write to our corporate secretary. In order to give our nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for our 2025 annual meeting of stockholders, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.” Such submissions must state the nominee’s name, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, as well as other information required by our bylaws and by applicable SEC rules and regulations. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Under our corporate governance guidelines, members of our Board of Directors are responsible for attending our annual meetings, and we encourage all of our directors to attend. In 2023, all of our directors attended our annual meeting in person.

Stockholders seeking to communicate with our Board of Directors should submit their written comments to Astria Therapeutics, Inc., 75 State Street, Suite 1400 Boston, MA 02109, Attention: Corporate

The following table sets forth information regarding compensation earned by our non-employee directors during 2023. Dr. Milne, our President and Chief Executive Officer, is excluded from the table because she is an executive officer and we do not provide any compensation to Dr. Milne for her service as a director. Dr. Milne’s compensation as an executive officer is set forth below under “Executive Compensation.”

We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Directors and committee meetings.

Our director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers (“NEOs”). Our NEOs for 2023 are Jill C. Milne, Noah Clauser and Christopher Morabito. This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

The following table sets forth information regarding compensation earned in 2023, 2022 and 2021 by our NEOs.

Our compensation committee engaged Aon to review our executive compensation peer group and program design and assess our executives’ 2023 compensation, including the compensation for our NEOs as described in the table above and this accompanying narrative, relative to the 2023 Peer Group. See “Corporate Governance — Committees of our Board of Directors — Compensation Committee” for more information about the engagement of Aon by our compensation committee.

Our Chief Executive Officer typically proposes base salary, cash bonuses for the prior year, target bonuses for the coming year and equity incentive compensation for members of our executive team (excluding herself) to our compensation committee. Our Chief Executive Officer’s proposals are based on our pay philosophy and methodology and in-line with executive compensation for similarly situated executives at our peer group companies based on data provided by Aon. Our compensation committee then typically reviews and discusses the proposals with our Chief Executive Officer for all executives other than our Chief

The process for determining bonus awards is typically initiated by a review by our Chief Executive Officer with our compensation committee of our achievement against corporate goals and, for our other NEOs, their individual performance. Our compensation committee then makes the final determination of the amount of the level of achievement against individual goals for Dr. Morabito and Mr. Clauser, which account for 25% of their annual bonuses, with the remaining 75% of their bonuses being dependent upon our level of achievement against corporate goals, which is determined by our Board of Directors, after taking into account the recommendation of our compensation committee. For Dr. Milne, our Chief Executive Officer, our compensation committee makes a recommendation to our Board of Directors regarding the amount of such bonus award (which is 100% based on our level of achievement against our corporate goals, as determined by our Board of Directors, after taking into account the recommendation of our compensation committee). Our 2023 corporate goals were focused on attaining both financial and strategic

The following table sets forth information regarding outstanding stock options held by our NEOs as of December 31, 2023.

On April 7, 2010, we entered into an employment agreement with Dr. Milne. The employment agreement confirms Dr. Milne’s title, compensation arrangements and eligibility for benefits made available to employees generally. The employment agreement with Dr. Milne provides that she is eligible to receive an annual cash bonus, as determined by our Board of Directors in its sole discretion, based on a percentage of her base salary, which will be subject to adjustment from time to time by our Board of Directors in its sole discretion. Our Board of Directors approved for 2023 a target cash bonus (expressed as a percentage of base salary) of up to 50% for Dr. Milne based on its assessment of our performance against established annual goals.

Our Board of Directors approved for 2023 a target cash bonus of up to 40% of annual base salary for each of Mr. Clauser and Dr. Morabito, as determined in the sole discretion of our Board of Directors, based on its assessment of their respective individual performance and against established annual corporate goals.

Each of Dr. Milne, Mr. Clauser and Dr. Morabito is an employee at will and is entitled to certain benefits upon termination pursuant to our Amended and Restated Severance Benefits Plan (the “Severance Plan”), which was adopted by our Board of Directors in April 2016 and amended and restated in October 2020 by our compensation committee, as further described below.

The Severance Plan provides our Chief Executive Officer and specifically designated executive officers (collectively, “Covered Employees”), which include Mr. Clauser and Dr. Morabito, with certain severance benefits upon a termination without cause (as defined in the Severance Plan) or a resignation for good reason (as defined in the Severance Plan), including in each case within one year following a change in control (as defined in the Severance Plan) (each, a “Covered Termination”). In addition, the Severance Plan provides that other specifically designated employees holding the title of vice president or above may be designated as Covered Employees. Pursuant to the Severance Plan, each Covered Employee who is subject to a Covered Termination is entitled to:

Receipt of any severance benefits under the Severance Plan requires that the Covered Employee: (a) comply with the provisions of any applicable noncompetition, non-solicitation and other obligations to us and (b) execute and deliver a suitable waiver and release under which the Covered Employee releases and discharges us and our affiliates from and on account of any and all claims that relate to or arise out of the employment relationship between us and the Covered Employee, which release will become binding within

We have also entered into employee confidentiality, non-competition and proprietary information agreements with each of our NEOs. Under the employee confidentiality, non-competition and proprietary information agreements, each NEO has agreed (1) not to compete with us during his or her employment and for a period of, for Dr. Milne and Mr. Clauser, 18 months after the termination of his or her employment and, for Dr. Morabito, 12 months after the termination of his employment (the non-compete does not apply if Dr. Morabito is terminated without cause or is laid off), (2) not to solicit our employees during his or her employment and for a period of, for Dr. Milne, 18 months after the termination of his or her employment and, for Mr. Clauser and Dr. Morabito, 12 months after the termination of his employment, (3) to protect our confidential and proprietary information and (4) to assign to us related intellectual property developed during the course of his or her employment.

We maintain a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Code. In general, all of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $22,500 in 2023, and have the amount of the reduction contributed to the 401(k) plan. Participants over the age of 50 are entitled to an additional catch-up contribution up to the statutorily prescribed limit, equal to $7,500 in 2023. Starting in 2022, our 401(k) plan provided for discretionary employer matching contributions equal to 100% of employee deferral contributions, including those of our NEOs, up to $4,000, and each of our NEOs received a matching contribution of $4,000 in 2023.

The following chart sets forth the relationship over the past three years of the CAP Amounts for our PEO and Other NEOs as compared to our cumulative TSR:

On April 5, 2024, our Board of Directors unanimously approved the Second Amended and Restated 2015 Plan, which is attached to this proxy statement as Appendix A. The Second Amended and Restated 2015 Plan amends and restates the 2015 Plan to, among other changes further described below, increase the shares of common stock available for grant under the 2015 Plan by 5,750,000 shares, and extend of the term of the 2015 Plan to ten years from the date the Second Amended and Restated 2015 Plan is approved by our stockholders.

We believe that our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating individuals who are expected to make important contributions to our company by providing such persons with equity ownership opportunities and performance-based incentives. The life sciences industry in the Cambridge and Boston, Massachusetts market is highly competitive, and our results are largely attributable to the talents, expertise, efforts and dedication of our employees. Our compensation program, including the granting of equity compensation, is the primary means by which we attract and recruit new employees as well as retain our most experienced and skilled employees.

Equity compensation is also fundamental to our compensation philosophy and core objectives of paying for performance and aligning the interests of employees with those of stockholders. A significant portion of our employees’ compensation is provided in the form of equity. We believe that equity awards, and the potential they hold for appreciation through increases in our stock price, support our pay-for-performance philosophy, provide further incentive to our employees to focus on creating long-term stockholder value and create an ownership culture that links employees’ interests with those of our stockholders and our long-term results, performance and financial condition. To that end, and based on careful weighing of these considerations, as more fully described below, on April 5, 2024, our Board of Directors reviewed the Second Amended and Restated 2015 Plan and, based upon feedback from our compensation committee, adopted the Second Amended and Restated 2015 Plan, subject to stockholder approval. The Second Amended and Restated 2015 Plan will make the following material amendments to the 2015 Plan:

As of March 31, 2024, we had (i) 1,823,589 shares of common stock available for grant under the 2015 Plan, (ii) 1,001,100 shares of common stock available for grant under our 2022 Inducement Stock Incentive Plan, and (iii) 6,052,298 shares of common stock subject to outstanding option awards. We have strived to use the 2015 Plan share pool effectively and to maintain an appropriate balance between stockholder interests and the ability to recruit and retain valuable employees. Based on our current projections, we expect that

In determining the requested number of shares for the Second Amended and Restated 2015 Plan, we primarily took into account the number of shares that we need to cover our expected needs through 2026. Given our projected utilization, we expect that the shares requested pursuant to the Second Amended and Restated 2015 Plan will meet our needs for market-based, competitive annual and incentive, retention, promotion and other equity grants to our employees, executive officers and non-employee directors through 2026, but the actual duration of the share pool will depend on participation in the Second Amended and Restated 2015 Plan, our stock price, market practice and other events.

Accordingly, it is the judgment of our Board of Directors that the approval of the Second Amended and Restated 2015 Plan is in the best interests of our company and its stockholders. We believe that the Second Amended and Restated 2015 Plan will serve a critical role in attracting and retaining the high caliber employees essential to our success and in motivating these individuals to strive to enhance our growth.

During the years ended December 31, 2022 and 2023, we granted options with respect to 770,981 and 1,439,150 shares, respectively, to employees (including executives), non-employee directors and consultants under the 2015 Plan, and we granted options to newly hired employees with respect to 221,000 and 466,900 shares during the years ended December 31, 2022 and December 31, 2023, respectively, under the 2022 Inducement Stock Incentive Plan. We also granted options with respect to 2,561,800 shares as part of the February 2024 Grants, and 61,000 shares to newly hired employees under the 2022 Inducement Stock Incentive Plan from January 1, 2024 through March 31, 2024. The following table provides a summary of outstanding stock options granted under the 2008 Plan, 2015 Plan and 2022 Inducement Stock Incentive Plan, our shares available for grant under the 2015 Plan and 2022 Inducement Stock Incentive Plan, and related information for employees and non-employees as of March 31, 2024:

For more information on our equity compensation plans, please see the section titled “Executive Compensation — Securities Authorized for Issuance under Equity Compensation Plans” contained elsewhere in this proxy statement.

All shares of our common stock covered by SARs are counted against the number of shares available for the grant of awards under the Second Amended and Restated 2015 Plan; provided, however, that (i) SARs that may be settled only in cash will not be so counted and (ii) if we grant an SAR in tandem with an option for the same number of shares of common stock and provide that only one such award may be exercised (a “Tandem SAR”), only the shares covered by the option, and not the shares covered by the Tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Second Amended and Restated 2015 Plan.

To the extent that an award may be settled only in cash, no shares subject to such award will be counted against the shares available for the grant of awards under the Second Amended and Restated 2015 Plan.

If any award under the Second Amended and Restated 2015 Plan (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of common stock subject to such award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or (ii) results in any common stock not being issued (including as a result of an award that was settleable either in cash or stock actually being settled in cash), the unused common stock covered by such award shall again be available for the grant of awards under the Second Amended and Restated 2015 Plan, subject to specified limitations. Shares of common stock delivered (by actual delivery, attestation or net exercise) to us by a plan participant to (1) purchase shares of common stock upon the exercise of an award or (2) satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) will not be added back to the number of shares available for the future grant of awards. The Second Amended and Restated 2015 Plan provides that shares of common stock repurchased by us on the open market using the proceeds from the exercise of an award will not increase the number of shares available for future grants of awards.

In connection with a merger or consolidation of an entity with our company or the acquisition by us of property or stock of an entity, our Board of Directors may grant awards under the Second Amended and Restated 2015 Plan in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Such substitute awards may be granted on such terms as our Board of Directors deems appropriate in the circumstances, notwithstanding any limitations on awards contained in the Second Amended and Restated 2015 Plan. Such substitute awards will not count against the overall share limit under the Second Amended and Restated 2015 Plan, except as may be required by reason of Section 422 and related provisions of the Code, and the regulations thereunder.

Our Board of Directors may delegate any or all of its powers under the Second Amended and Restated 2015 Plan to one or more committees or subcommittees of our Board of Directors. Our Board of Directors has authorized our compensation committee to administer the Second Amended and Restated 2015 Plan, including delegation to our compensation committee of the authority to interpret the terms of the Second Amended and Restated 2015 Plan, to grant options thereunder and to make stock awards thereunder; provided, however, that our compensation committee is not authorized to amend the Second Amended and Restated 2015 Plan. Subject to any requirements of applicable law, our Board of Directors may, by resolution, delegate to one or more persons (including officers) or bodies (such persons or bodies, the “Delegated Persons”) the power to grant awards (subject to any limitations under the Second Amended and Restated 2015 Plan) to eligible service providers of the Company and to exercise such other powers under the Second Amended and Restated 2015 Plan as our Board of Directors may determine, provided that our Board of Directors shall fix (i) the maximum number of awards, and the maximum number of shares issuable upon exercise thereof, that may be issued by such Delegated Persons, (ii) the time period during which such awards, and during which the shares issuable upon exercise thereof, may be issued, and (iii) the minimum amount of consideration (if any) to be received by the Company for which such awards may be issued, and a minimum amount of consideration for the shares issuable upon exercise thereof; and provided further that (I) no Delegated Person shall be authorized to grant awards to itself, and (II) no Delegated Person shall be authorized to grant awards to any “executive officer” ​(as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or to any “officer” ​(as defined by Rule 16a-1(f) under the Exchange Act). Our compensation committee, in its role as administrator under the Second Amended and Restated 2015 Plan, approved the delegation of authority to Jill Milne, our Chief Executive Officer and President, to grant equity awards under the Second Amended and Restated 2015 Plan to employees who are not executive officers and who are not, for the avoidance of doubt, subject to Section 16 of the Exchange Act. All references that we make to our Board of Directors in this summary of the Second Amended and Restated 2015 Plan are also intended to include reference to any committee or subcommittee of our Board of Directors or officer to whom our Board of Directors has delegated authority under the Second Amended and Restated 2015 Plan.

Our Board of Directors is not obligated by the Second Amended and Restated 2015 Plan to treat all awards, all awards held by a participant or all awards of the same type identically. In the case of certain restricted stock units, no assumption or substitution is permitted, and the restricted stock units will instead be settled in accordance with the terms of the applicable restricted stock unit agreement.

Upon the occurrence of a reorganization event other than a liquidation or dissolution, the repurchase and other rights under each outstanding restricted stock award will continue for the benefit of the successor company and will, unless our Board of Directors may otherwise determine, apply to the cash, securities or other property which our common stock is converted into or exchanged for pursuant to the reorganization event, unless our Board of Directors provided for the termination or deemed satisfaction of such repurchase or other rights under the restricted stock award agreement or any other agreement between the participant and us. Upon the occurrence of a reorganization event involving a liquidation or dissolution, all restrictions and conditions on each outstanding restricted stock award will automatically be deemed terminated or satisfied, unless otherwise provided in the agreement evidencing the restricted stock award or in any other agreement between the participant and us.

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the Second Amended and Restated 2015 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

The foregoing is only a summary of the effect of federal income taxation upon award recipients and us with respect to the grant and exercise of options and SARs and the grant and vesting of restricted stock and restricted stock units under the Second Amended and Restated 2015 Plan. Reference should be made to the applicable provisions of the Code. In addition, the summary does not purport to be complete, and does not discuss the tax consequences of the Second Amended and Restated 2015 Plan participant’s death or the provisions of the income tax laws of any municipality, state or foreign country in which the Second Amended and Restated 2015 Plan participant may reside, nor does it discuss the Medicare tax on net investment income. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described above.

Since the adoption of the 2015 Plan through March 31, 2024, we have granted the following stock options under the 2015 Plan to the individuals and groups listed below. In all cases, the securities underlying such stock options were shares of our common stock. As of the date hereof, we have granted only stock options and no other type of award under the 2015 Plan.

All of our current and future employees, consultants and non-employee directors will be eligible to participate in the Second Amended and Restated 2015 Plan. As of April 1, 2024, we had 62 employees and 8 non-employee directors. The granting of awards under the Second Amended and Restated 2015 Plan is discretionary, and we cannot now determine with certainty the number or type of awards to be granted in the future to any particular person or group, other than with respect to the grants of awards under our

The following is a description of transactions since January 1, 2022, to which we have been a party, and in which any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, or affiliates or immediate family members of any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, had or will have a direct or indirect material interest and in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unrelated third parties.

On February 1, 2024, we closed an underwritten offering of 10,340,000 shares of common stock at a price of $12.09 per share to new and existing shareholders. Affiliates of Perceptive Advisors, LLC, a beneficial owner of more than 5% or our voting securities at that time, purchased 2,481,350 shares of our common stock through the underwriters at the public offering price for an aggregate purchase price of $30.0 million. Affiliates of TCG Crossover Fund II, L.P., a beneficial owner of more than 5% or our voting securities at that time, purchased 910,000 shares of our common stock through the underwriters at the public offering price for an aggregate purchase price of $11.0 million. Affiliates of Venrock Healthcare Capital Partners III, L.P., a beneficial owner of more than 5% or our voting securities at that time, purchased 910,000 shares of our common stock through the underwriters at the public offering price for an aggregate purchase price of $11.0 million. Affiliates of RA Capital, a beneficial owner of more than 5% or our voting securities at that time, purchased 4,135,650 shares of our common stock through the underwriters at the public offering price for an aggregate purchase price of $50.0 million.

Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.