Award Timing Disclosure

12 Months Ended

Dec. 31, 2025

Dec. 15, 2025

USD ($)

$ / shares

Rate

Feb. 27, 2025

USD ($)

$ / shares

Rate

Award Timing Disclosures [Line Items]

Award Timing MNPI Disclosure

Equity Award Timing Policies and Practices

From time to time, the Company grants stock options to its employees, including named executive officers. Prior to December 2025, the Company did not maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features to be granted to employees. Effective December 15, 2025, the Board adopted an Equity Award Grant Policy, pursuant to which option awards authorized by the Board to be granted to non-executive employees of the Company by Dr. Rajagopalan, in his capacity as a director and Chief Executive Officer, will be made on the 16th day of the month following the date of Dr. Rajagopalan’s approval thereof. Our non-employee directors also receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to our Non-Employee Director Compensation Program, as further described under the heading “Director Compensation” below. We do not grant option awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards.

In fiscal year 2025, certain option awards were granted to our named executive officers during the time period outlined in Item 402(x) of Regulation S-K. Information regarding such awards is set forth in the table below.


Name	Grant Date	Number of securities underlying the award		Exercise price of the award ($/sh)		Grant date fair value of the award ($)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Harith Rajagopalan, M.D., Ph.D.	2/27/2025		571,491		1.46		504,055	-3.85%	(1)
Harith Rajagopalan, M.D., Ph.D.	12/15/2025		2,486,302		2.24		3,327,535	-5.36%	(2)
Harith Rajagopalan, M.D., Ph.D.	12/15/2025		1,200,000		2.24		1,606,278	-5.36%	(2)
Jay D. Caplan	2/27/2025		179,700		1.46		160,388	-3.85%	(1)
Jay D. Caplan	12/15/2025		845,226		2.24		1,131,550	-5.36%	(2)
Jay D. Caplan	12/15/2025		810,000		2.24		1,084,238	-5.36%	(2)
Sarah Toomey	2/27/2025		166,200		1.46		148,530	-3.85%	(1)
Sarah Toomey	12/15/2025		743,913		2.24		996,082	-5.36%	(2)
Sarah Toomey	12/15/2025		495,000		2.24		662,590	-5.36%	(2)

(1)

On March 3, 2025, we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and a Current Report on Form 8-K related to our financial results for the fourth quarter and fiscal year ended December 31, 2024.

(2)

On December 16, 2025, we filed a Current Report on Form 8-K for our calling of certain warrants to purchase shares of our common stock upon achievement of the performance targets to call such warrants.

Award Timing Method

Effective December 15, 2025, the Board adopted an Equity Award Grant Policy, pursuant to which option awards authorized by the Board to be granted to non-executive employees of the Company by Dr. Rajagopalan, in his capacity as a director and Chief Executive Officer, will be made on the 16th day of the month following the date of Dr. Rajagopalan’s approval thereof.

Award Timing Predetermined

true

Award Timing MNPI Considered

false

MNPI Disclosure Timed for Compensation Value

false

Awards Close in Time to MNPI Disclosures, Table


Name	Grant Date	Number of securities underlying the award		Exercise price of the award ($/sh)		Grant date fair value of the award ($)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Harith Rajagopalan, M.D., Ph.D.	2/27/2025		571,491		1.46		504,055	-3.85%	(1)
Harith Rajagopalan, M.D., Ph.D.	12/15/2025		2,486,302		2.24		3,327,535	-5.36%	(2)
Harith Rajagopalan, M.D., Ph.D.	12/15/2025		1,200,000		2.24		1,606,278	-5.36%	(2)
Jay D. Caplan	2/27/2025		179,700		1.46		160,388	-3.85%	(1)
Jay D. Caplan	12/15/2025		845,226		2.24		1,131,550	-5.36%	(2)
Jay D. Caplan	12/15/2025		810,000		2.24		1,084,238	-5.36%	(2)
Sarah Toomey	2/27/2025		166,200		1.46		148,530	-3.85%	(1)
Sarah Toomey	12/15/2025		743,913		2.24		996,082	-5.36%	(2)
Sarah Toomey	12/15/2025		495,000		2.24		662,590	-5.36%	(2)