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Definitive Proxy Statement.

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Election of three Class III directors;

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Ratification of selection by the Audit Committee of our Board of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

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Approval, on a non-binding advisory basis, of the compensation of our named executive officers.

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To vote prior to or during the Annual Meeting, go to www.virtualshareholdermeeting.com/ANNX2023 to vote your shares prior to or during the Annual Meeting. You will need the 16-digit control number which appears on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.

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To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 7, 2023 to be counted.

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To vote through the internet before the Annual Meeting, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m. Eastern Time on June 7, 2023 to be counted.

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to our Corporate Secretary prior to or at the Annual Meeting.

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You may attend the Annual Meeting and vote by following the instructions described above. Simply attending the meeting will not, by itself, revoke your proxy.

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appointment, engagement, compensation, retention and oversight of the work of our independent registered public accounting firm;

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pre-approving any audit and non-audit service provided to us by the independent registered public accounting firm;

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auditor reviewing and discussing our financial statements with management, including our management’s discussion and analysis of financial condition and results of operations to be included in our Annual and Quarterly Reports to be filed with the SEC;

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discussing with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

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discussing with management our policies with respect to risk assessment and risk management;

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establishing procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls or auditing matters;

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consulting with management to establish procedures and internal controls relating to cybersecurity;

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reviewing and approving all related party transactions;

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investigating any reports received through the ethics helpline and reports to the Board periodically with respect to any information received through the ethics helpline and any related investigations; and

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conducting an annual assessment of the performance of the Audit Committee and its members, and the adequacy of its charter.

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reviewing and approving the compensation and other terms of employment of our chief executive officer and other executive officers;

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reviewing and recommending to the Board the corporate performance goals and objectives relevant to such compensation;

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reviewing and considering the results of our most recent stockholder advisory vote on the compensation of our executive officers, if any;

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establishing, amending, managing, periodically reviewing and, where appropriate, terminating our equity incentive plans, compensation plans and similar programs;

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periodically reviewing and recommending to the Board the compensation paid to our directors;

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periodically reviewing, assessing and providing oversight with respect to our strategy, initiatives and policies concerning employee diversity and inclusion goals; and

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conducting an annual assessment of the performance of the Compensation Committee and its members, and the adequacy of its charter.

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updating the peer group of companies for our executive and director compensation analysis;

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updating company-wide market-based compensation guidelines;

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updating company-wide market-based equity compensation guidelines for new hires and annual grants; and

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reviewing executive compensation market-based benchmarking data.

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reviewing and advising, on our strategic direction with respect to, and investment in, research and development and technology for our current and planned platform and pipeline, including research, preclinical and clinical development programs;

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advising and discussing with management science, medical and technology-related operational issues; and

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receiving and reviewing reports and presentations from management on the status of our science and technology strategy.

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personal and professional integrity;

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ethics and values;

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experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

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professional and academic experience relevant to our industry;

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experience as a Board member of another publicly-held company;

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strength of leadership skills;

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experience in finance and accounting and/or executive compensation practices;

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ability to devote the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable;

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background, gender, age and ethnicity;

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conflicts of interest; and

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ability to make mature business judgments.

(1)

Includes professional services rendered in connection with the audit of our annual consolidated financial statements, review of our quarterly financial statements presented in our Quarterly Reports on Form 10-Q and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the years ended 2022 and 2021, respectively.

(i)

each of our directors and named executive officers;

(ii)

all of our current executive officers and directors as a group; and

(iii)

each person or group of affiliated persons known by us to be beneficial owners of more than 5% of our common stock.

*

Represents beneficial ownership of less than 1%.

(1)

Based solely upon a Schedule 13D/A filed with the SEC on February 17, 2023 and information known to us. Consists of (i) 240,000 shares of common stock that are held by the Muneer A. Satter Revocable Trust, for which Muneer A. Satter serves as trustee, and, in such capacity, has sole voting and dispositive power over all such shares, (ii) 567,240 shares of common stock that are held by various other trusts and other entities for which Mr. Satter serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares, (iii) 1,147,738 shares of common stock that are held by Satter Medical Technology Partners, L.P., for which Mr. Satter has sole voting and dispositive power over all such shares, (iv) 5,101,046 shares of common stock that are held by Alerce Medical Technology Partners, L.P. (“Alerce Medical”), for which Mr. Satter has sole voting and dispositive power over all such shares, (v) 613,497 shares of common stock that may be obtained by exercising common warrants to purchase common stock held by Alerce Medical, for which Mr. Satter will have sole voting and dispositive power over all such shares and (vi) 34,000 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Satter within 60 days of April 10, 2023. Pursuant to the terms of the common warrants, Alerce Medical may not exercise any portion of any common warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 19.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. However, Alerce Medical may decrease such percentage to any other percentage (or subsequently increase to any other percentage not in excess of 19.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to us). The address of Mr. Satter and the entities affiliated with Mr. Satter is c/o Satter Management Co., L.P., 676 North Michigan Avenue, Suite 4000, Chicago, Illinois 60611.

(2)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2023 and information known to us. As of December 31, 2022, (i) 3,503,190 shares of common stock were held by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of common stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts, (ii) common warrants to purchase 4,197,610 shares of common stock and pre-funded warrants to purchase 16,790,442 shares of common stock were held by RedCo II Master Fund, L.P. and (iii) common warrants to purchase 645,786 shares of common stock and pre-funded warrants to purchase 2,583,145 shares of common stock were held by Redmile Biopharma Investments II, L.P. Subject to the Beneficial Ownership Blockers (as defined below), these securities may also be deemed beneficially owned by Redmile Group, LLC and Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such shares, if any. Pursuant to the terms of the common warrants and the pre-funded warrants, we may not effect any exercise of any warrant, and a holder of a warrant does not have the right to exercise any portion of the warrant held by such holder, to the extent that, after giving effect to the exercise set forth in a notice of exercise, such holder, together with such holder’s affiliates and any other person whose beneficial ownership of common stock would be aggregated with such holder’s for the purposes of Section 13(d) of the Exchange Act and the applicable regulations of the SEC, including any “group” of which such holder is a member, would beneficially own a number of shares of common stock in excess of the Beneficial Ownership Limitation (the “Beneficial Ownership Blockers”). The “Beneficial Ownership Limitation” is 9.99% of the shares of Common Stock then issued and outstanding following the exercise of the warrants, which percentage may be changed at a holder’s election upon 61 days’ notice to us. Accordingly, pursuant to Rule 13d-3 under the Exchange Act the 5,499,430 shares of common stock reported as beneficially owned by Redmile Group, LLC in the table above consists of (i) an aggregate of 3,503,190 shares of common stock held by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC and (ii) an aggregate of 1,996,240 shares of common stock issuable upon the exercise of the common warrants and pre-funded warrants held by RedCo II Master Fund, L.P. and Redmile Biopharma Investments II, L.P. (which reflects the Beneficial Ownership Blockers), which represents 9.99% of our common stock outstanding as of April 10, 2023 assuming the exercise of such warrants. The address for Redmile Group, LLC and Mr. Green is One Letterman Drive, Building D, Suite D3-300, The Presidio of San Francisco, San Francisco, California 94129.

(3)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2023 and information known by us. As of December 31, 2022, (i) 2,940,627 shares of common stock were directly held by Bain Capital Life Sciences Fund, L.P. (“BCLS Fund I”), (ii) 301,001 shares of common stock were directly held by BCIP Life Sciences Associates, LP (“BCIPLS”) and (iii) 360,298 shares of common stock, common warrants to purchase 774,943 shares of common stock and pre-funded warrants to purchase 2,739,475 shares of common stock were directly held by BCLS I Investco, LP (“BCLS I Investco”). Bain Capital Life Sciences Investors, LLC (“BCLSI”) is the general partner of Bain Capital Life Sciences Partners, LP (“BCLSP”), which is the general partner of BCLS Fund I. Boylston Coinvestors, LLC (“Boylston”) is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS. BCLS I Investco GP, LLC (“BCLS I Investco GP” and, together with BCLS Fund I, BCIPLS, BCLS I Investco, BCLSI, BCLSP and Boylston, the “Bain Capital Life Sciences Entities”), whose manager is BCLS Fund I, is the general partner of BCLS I Investco. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund I, BCIPLS and BCLS I Investco. As a result of the Beneficial Ownership Blockers (as defined below), beneficial ownership of the entities affiliated with the Bain Capital Life Science Entities is capped at 9.99% of the outstanding shares of common stock. BCLS I Investco is prohibited from exercising the warrants to purchase common stock or the pre-funded warrants to purchase common stock if, as a result of such exercise, the entities affiliated with the Bain Capital Life Science Entities would beneficially own more than 9.99% of the total number of shares of common stock then issued and outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Blockers”). Accordingly, pursuant to Rule 13d-3 under the Exchange Act, the 5,490,926 shares of common stock reported as beneficially owned by Bain Capital Life Science Entities in the table above consists of (i) an aggregate of 3,601,926 shares of common stock held by BCLS, BCIP Life Sciences Associates and BCLS I Investco and (ii) an aggregate of 1,889,000 shares issuable upon the exercise of the common warrants and pre-funded warrants held by BCLS I Investco (which reflects the Beneficial Ownership Blockers), which represents 9.99% of our common stock outstanding as of April 10, 2023, assuming the exercise of such warrants. The address of the Bain Capital Life Sciences Entities is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, Massachusetts 02116.

(4)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2023 and information known to us. Consists of (i) 257,967 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 104,482 shares held by VHCP Co-Investment Holdings II, LLC, (iii) 920,695 shares and 449,283 shares underlying pre-funded warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 92,072 shares and 44,945 shares underlying pre-funded warrants held by VHCP Co-Investment Holdings III, LLC and (v) 1,844,834 shares and 1,214,721 shares underlying pre-funded warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the exercise of pre-funded warrants held by the Venrock entities as a result of the blocker provision described in the following sentence. The pre-funded warrants held by the Venrock entities provide that the holder will not have a right to exercise the warrants for common

(5)

Based solely upon a Schedule 13G/A filed with the SEC on February 9, 2023. Consists of (i) 3,549,975 shares of common stock and (ii) 645,786 shares of common stock issuable upon the exercise of common warrants held by Adage Capital Partners, L.P. Bob Atchinson and Phillip Gross are the managing members of Adage Capital Advisors, L.L.C., which is the managing member of Adage Capital Partners GP, L.L.C., which is the general partner of Adage Capital Partners, L.P., and each such person or entity, as the case may be, may be deemed the beneficial owner of the shares held by Adage Capital Partners, L.P. Pursuant to the terms of the common warrants, Adage Capital Partners, L.P. may not exercise any portion of any common warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. However, Adage may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to us. The address of Adage Capital Partners, L.P. is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(6)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2023. Consists of (i) 2,045,551 shares beneficially owned by Biotechnology Value Fund, L.P. (“BVF”), (ii) 1,501,869 shares beneficially owned by Biotechnology Value Fund II, L.P. (“BVF2”), (iii) 178,567 shares beneficially owned by Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) and (iv) 54,707 shares held in in a certain BVF Partners L.P. (“Partners”) managed account (the “Partners Managed Account”) as of December 31, 2022. BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the shares beneficially owned by BVF. BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the shares beneficially owned by BVF2. BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the shares beneficially owned by Trading Fund OS. BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS. Including shares held in the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the shares beneficially owned by Partners. Mark N. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the shares beneficially owned by BVF Inc. BVF GP disclaims beneficial ownership of the shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account. The address for BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert is 44 Montgomery Street, 40th Floor, San Francisco, California 94104 and the address for Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(7)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2023 and information known to us. Consists of (i) 111,193 shares of common stock and 10,595 shares of common stock issuable upon the exercise of common warrants directly held by Fairmount Healthcare Fund LP (the “Fund”) and (ii) 3,247,370 shares of common stock and 312,298 shares of common stock issuable upon the exercise of common warrants directly held by Fairmount Healthcare Fund II LP (“Fund II”) as of December 31, 2022. Fairmount Healthcare Fund GP LLC is the general partner of the Fund. Fairmount Healthcare Fund II GP LLC is the general partner of Fund II. The controlling persons of Fairmount Funds Management LLC (“Fairmount”) are Peter Harwin and Tomas Kiselak. Fairmount serves as investment adviser for the Fund and Fund II (collectively, the “Funds”) and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any of our securities held by the Funds. The Funds have delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in the Funds’ portfolios, including the shares of our common stock reported in this footnote (7). Because the Funds have divested voting and investment power over the reported securities they hold and cannot revoke such delegation on less than 61 days’ notice, the Funds disclaim beneficial ownership of the securities they hold. As managing members of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners of any of our securities beneficially owned by Fairmount. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of the securities reported in this footnote (7). Pursuant to the terms of the common warrants, each of the Funds may not exercise any portion of any common warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance

(8)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2023. Consists of 3,626,508 shares of common stock beneficially owned by Eventide Asset Management, LLC as of December 31, 2022, by virtue of being the investment adviser to the Eventide Healthcare & Life Sciences Fund, which is a registered investment company. Finny Kuruvilla, M.D., Ph.D. and Robin C. John may also be deemed to beneficial own the securities beneficially owned by Eventide Asset Management, LLC. The address for the entity and individuals is One International Place, Suite 4210, Boston, Massachusetts 02110.

(9)

Based solely upon a Schedule 13G/A filed with the SEC on February 1, 2023. As of December 31, 2022. Federated Hermes, Inc. (“Federated Hermes”) is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp. (the “Investment Advisers”), which act as investment advisers to registered investment companies and separate accounts that own shares of our common stock. The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes. All of Federated Hermes’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Trust”) for which Thomas R. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees (collectively, the “Trustees”). Federated Hermes, the Trust and each of the Trustees expressly disclaims beneficial ownership of the reported securities. The address for Federated Hermes, the Trust and each of the Trustees is 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222.

(10)

Consists of (i) 177,550 shares of common stock held of record by Mr. Love and (ii) 1,380,088 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Love within 60 days of April 10, 2023.

(11)

Consists of (i) 13,741 shares of common stock held of record by Ms. Lew and (ii) 315,037 shares of common stock that may be acquired pursuant to the exercise of stock options held by Ms. Lew within 60 days of April 10, 2023.

(12)

Consists of (i) 11,741 shares of common stock held of record by Mr. Overdorf and (ii) 293,642 shares of common stock held by Mr. Overdorf that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2023.

(13)

Consists of the securities described in footnote (1) above.

(14)

Consists of 65,475 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Wiggans within 60 days of April 10, 2023.

(15)

Consists of 60,484 shares of common stock that may be acquired pursuant to the exercise of stock options held by Ms. Choi within 60 days of April 10, 2023.

(16)

Consists of 49,555 shares of common stock that may be acquired pursuant to the exercise of stock options held by Dr. Carson within 60 days of April 10, 2023.

(17)

Consists of 35,666 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Waddill within 60 days of April 10, 2023.

(18)

Consists of 32,888 shares of common stock that may be acquired pursuant to the exercise of stock options held by Dr. Cockroft within 60 days of April 10, 2023.

(19)

Consists of (i) 7,948,048 shares of common stock beneficially owned by our current executive officers and directors and (ii) 2,714,269 shares of common stock that may be acquired pursuant to the exercise of stock options held by our current executive officers and directors within 60 days of April 10, 2023.

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Douglas Love, Esq., our President and Chief Executive Officer;

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Jennifer Lew, our Executive Vice President and Chief Financial Officer; and

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Michael Overdorf, our Executive Vice President and Chief Business Officer.

(1)

The amounts in the “Option Awards” and “Stock Awards” columns reflect the aggregate grant date fair value of stock options and restricted stock units granted during the fiscal year computed in accordance with the provisions of ASC-718. The assumptions that we used to calculate these amounts are discussed in Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. These amounts may not reflect the actual economic value that will be realized by the named executive officer upon the exercise of the stock options or the sale of the common stock issued upon such exercise or vesting of the award.

(2)

Amounts in the “Non-equity Incentive Plan Compensation” column for represent amounts earned by our named executive officers under our performance-based cash bonus program based on the achievement of pre-established corporate goals.

(3)

Consists of life insurance premiums.

(4)

Consists of reimbursements for commuting expenses.

(1)

The option vests as to 1/48th of the shares in monthly installments measured from the vesting commencement date, subject to continued service to us through each vesting date.

(2)

The options are fully vested.

(3)

The RSUs vest in three equal annual installments on each annual anniversary of the grant date and will vest in full on the third annual anniversary of the grant date, subject to continued service.

(4)

The option vests as to 1/36th of the shares in monthly installments measured from the vesting commencement date, subject to continued service to us through each vesting date

(5)

Twenty-five percent of the shares subject to the option will vest on the first anniversary of the vesting commencement date, and the remainder vests in thirty-six (36) equal monthly installments thereafter, subject to continued service to us through each vesting date.

(6)

Market value is calculated by multiplying $5.17, the closing trading price per share of our common stock as of December 30, 2022, the last trading day of the fiscal year, by the number of unvested RSUs outstanding as of such date.

(1)

NEOs included in these columns reflect the following:

*

Sanjay Keswani (formerly Chief Medical Officer) and Larry Mattheakis (formerly Chief Scientific Officer) separated from the Company on February 23, 2022 and January 6, 2023, respectively.

(2)

Amounts reflect the 2022 Summary Compensation Table total and average compensation for our CEO and NEOs respectively for each year as noted on page 27.

(3)

The following table details the adjustments to the 2022 Summary Compensation Table Total Compensation for our CEO, as well as the average for our other NEOs, to determine CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our CEO or other NEOs during the applicable year.

(a)

The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The fair values of stock options included in the CAP to our CEO and the Average CAP to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2022. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.

(4)

The amounts reflect the cumulative total shareholder return of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2020.

(5)

The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.

(1)

Consists of the 2011 Equity Incentive Plan (the “2011 Plan”), the 2020 Incentive Award Plan (the “2020 Plan”), and the Employee Stock Purchase Plan (the “ESPP”).

(2)

Consists of the 2022 Employment Inducement Plane (the “2022 Inducement Plan”). The 2022 Inducement Plan was adopted by the Board without stockholder approval pursuant to Nasdaq Marketplace Rule 5635(c)(4), or Rule 5635(c)(4). In accordance with Rule 5635(c)(4), awards made under the 2022 Inducement Plan may only be granted to newly hired employees as an inducement material to the employees entering into employment with the Company. Awards granted under the 2022 Inducement Plan expire no later than ten years from the date of grant. An aggregate of 2,000,000 shares of common stock were reserved for issuance under the 2022 Inducement Plan.

(3)

Consists of 2,140,662 shares of common stock underlying outstanding options under the 2011 Plan, 5,622,031 shares of common stock underlying outstanding options under the 2020 Plan, and 550,236 shares of common stock underlying unvested RSUs under the 2020 Plan. Does not include approximately 52,173 shares that may be issued with respect to the purchase period in effect as of December 31, 2022 under the ESPP, which purchase period ends on May 15, 2023, based on enrollment as of December 31, 2022 and assuming a purchase price of $4.45 (which was the closing price of our common stock as of April 10, 2023).

(4)

Represents the weighted-average exercise price of outstanding options. Because RSUs do not have an exercise price, the weighted-average exercise price does not take into account outstanding RSUs.

(5)

Includes 478,109 shares of common stock available for issuance under the 2020 Plan, and 944,257 shares available for issuance under the ESPP as of December 31, 2022. In connection with the effectiveness of the 2020 Plan in July 2020, no further grants are made under the 2011 Plan.

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transaction from which the director derives an improper personal benefit;

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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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unlawful payment of dividends or redemption of shares; or

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breach of a director’s duty of loyalty to the corporation or its stockholders.

(1)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718, Compensation—Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. These amounts may not reflect the actual economic value that will be realized by the non-employee director upon the exercise of the stock options, or the sale of the common stock acquired upon such exercise. Consistent with our Director Compensation Program (as described below), on the date of our 2022 annual meeting of stockholders, each non-employee who continued in service on the Board of Directors received a grant of 24,000 stock options with an aggregate grant date fair value $64,129 computed in accordance with the provisions of ASC 718. In addition, during 2022, Dr. Cockroft received a grant of 20,000 stock options in connection with her commencement of service on our Board on January 19, 2022 with an aggregate grant date fair value $8.08 computed in accordance with the provisions of ASC 718.

•

Each non-employee director receives an annual cash retainer in the amount of $40,000 per year.

•

The non-executive chair receives an additional annual cash retainer in the amount of $30,000 per year.

•

The chair of the Audit Committee receives additional annual cash compensation in the amount of $15,000 per year for such chair’s service on the Audit Committee. Each non-chair member of the Audit Committee receives additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Audit Committee.

•

The chair of the Compensation Committee receives additional annual cash compensation in the amount of $10,000 per year for such chair’s service on the Compensation Committee. Each non-chair member of the compensation committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Compensation Committee.

•

The chair of the Nominating and Corporate Governance committee receives additional annual cash compensation in the amount of $8,000 per year for such chair’s service on the nominating and corporate governance committee. Each non-chair member of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $4,000 per year for such member’s service on the Nominating and Corporate Governance Committee.

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The chair of the Science and Technology Committee receives additional annual cash compensation in the amount of $10,000 per year for such chair’s service on the Science and Technology Committee. Each non-chair member of the science and technology committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Science and Technology Committee.

(1)

For additional information regarding certain of these stockholders and their equity holdings, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Entities affiliated with Bain Capital Life Sciences, LLC beneficially owned more than 5% of our capital stock at the time of the Private Placement.

(3)

Trusts and other entities affiliated with Muneer A. Satter beneficially owned (in the aggregate) more than 5% of our outstanding capital stock at the time of the Private Placement. Mr. Satter is currently, and was at the time of the Private Placement, a member of our Board. Mr. Satter was designated to serve as a member of our Board by trusts and other entities affiliated with Mr. Satter. Mr. Satter is the founder and managing partner of Alerce Medical Technology Partners, L.P. (previously Satter Medical Technology Partners, L.P.) and Chairperson of Satter Investment Management LLC. Mr. Satter also manages the Satter Foundation.

(4)

Entities affiliated with Fairmount Healthcare Funds beneficially owned more than 5% of our capital stock at the time of the Private Placement.

(5)

Entities affiliated with Redmile Group, LLC beneficially owned more than 5% of our capital stock at the time of the Private Placement.

(6)

Venrock and affiliated entities beneficially owned more than 5% of our capital stock following the Private Placement.

(7)

Adage Capital Partners L.P. beneficially owned more than 5% of our capital stock following the Private Placement.