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You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.
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Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
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Proposal
No. |
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Proposal Description
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Vote Required for Approval
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Effect of
Abstentions |
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Effect of
Broker Non-Votes |
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1
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| | Election of directors | | | Directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present by remote communication or represented by proxy and entitled to vote on the election of directors. The two nominees receiving the most “FOR” votes will be elected as directors; withheld votes will have no effect | | |
No effect
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No effect
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2
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Ratification of the selection of Deloitte
& Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 |
| | “FOR” votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the subject matter | | |
Against
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Not applicable(1)
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Board Diversity Matrix (As of April 18, 2022)
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| Total Number of Directors | | |
#
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Female
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Male
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Non-Binary
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Did Not
Disclose Gender |
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Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
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| | | | 1 | | | | | | 4 | | | | | | — | | | | | | 2 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alaskan Native or Native American
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asian
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| | | | — | | | | | | 2 | | | | | | — | | | | | | — | | |
Hispanic or Latinx
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Native Hawaiian or Pacific Islander
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
White
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| | | | 1 | | | | | | 2 | | | | | | — | | | | | | — | | |
Two or More Races or Ethnicities
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LGBTQ+
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| | | | | | | | | | | | | | | | — | | | | | | | | |
Did Not Disclose Demographic Background
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2
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Name
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Audit
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Compensation
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Nominating and
Corporate Governance |
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Nima Farzan
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X
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X
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Carl L. Gordon, Ph.D., C.F.A.
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X
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Mary Ann Gray, Ph.D.†
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X*
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X
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Tomer Kariv
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X*
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Julius Knowles
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X
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| | | | |
X
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Ran Nussbaum
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X*
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Total meetings in fiscal 2021
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4
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4
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3
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Fiscal Year Ended
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2021
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2020
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Audit Fees(1)
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| | | $ | 670,504 | | | | | $ | 590,520 | | |
Tax Fees
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| | | $ | 99,244 | | | | | $ | 21,525 | | |
Total Fees
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| | | $ | 769,748 | | | | | $ | 612,045 | | |
Name
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Age
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Principal Position
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Jasbir Seehra, Ph.D. | | |
66
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| | Chief Executive Officer and Director | |
Keith Regnante | | |
52
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| | Chief Financial Officer | |
Simon Cooper, M.B.B.S. | | |
53
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| | Chief Medical Officer | |
Jennifer Lachey, Ph.D. | | |
49
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| | Chief Scientific Officer | |
Christopher Rovaldi | | |
48
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| | Chief Operating Officer | |
Name and Principal Position
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Year
|
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Salary
($) |
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Option
Awards ($)(1) |
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Non-Equity
Incentive Plan Compensation(2) |
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All Other
Compensation ($) |
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Total
($) |
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Jasbir Seehra, Ph.D.(3)
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| | | | 2021 | | | | | | 556,800 | | | | | | 6,325,872 | | | | | | 348,000 | | | | | | 3,287(4) | | | | | | 7,233,959 | | |
Chief Executive Officer and Director
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| | | | 2020 | | | | | | 521,014 | | | | | | 8,713,137 | | | | | | 262,650 | | | | | | 3,498(5) | | | | | | 9,500,299 | | |
Keith Regnante
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| | | | 2021 | | | | | | 401,800 | | | | | | 2,444,315 | | | | | | 200,900 | | | | | | 540(6) | | | | | | 3,047,555 | | |
Chief Financial Officer
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| | | | 2020 | | | | | | 323,170 | | | | | | 1,901,352 | | | | | | 138,000 | | | | | | 521(6) | | | | | | 2,363,042 | | |
Jennifer Lachey, Ph.D.
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| | | | 2021 | | | | | | 402,800 | | | | | | 2,101,166 | | | | | | 201,400 | | | | | | 540(6) | | | | | | 2,705,906 | | |
Chief Scientific Officer
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| | | | 2020 | | | | | | 370,196 | | | | | | 3,017,362 | | | | | | 154,200 | | | | | | 521(6) | | | | | | 3,542,278 | | |
Name
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2021 Base
Salary ($) |
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2022 Base
Salary ($) |
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Jasbir Seehra, Ph.D.
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| | | | 556,800 | | | | | | 605,000 | | |
Chief Executive Officer and Director | | | | ||||||||||
Keith Regnante
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| | | | 401,800 | | | | | | 425,000 | | |
Chief Financial Officer | | | | ||||||||||
Jennifer Lachey, Ph.D.
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| | | | 402,800 | | | | | | 425,000 | | |
Chief Scientific Officer
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Option Awards(1)
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Name
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Grant Date
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Vesting
Commencement Date |
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Number of
Securities Underlying Unexercised Options (#) Exercisable |
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Number of
Securities Underlying Unexercised Options (#) Unexercisable |
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Option
Exercise Price Per Share ($) |
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Option
Expiration Date |
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Jasbir Seehra, Ph.D..................
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| | | | 1/10/2021 | | | | | | 1/7/2021(2) | | | | | | — | | | | | | 127,200 | | | | | | 70.93 | | | | | | 1/9/2031 | | |
| | | | | 4/7/2020 | | | | | | 3/1/2020(2) | | | | | | 304,748 | | | | | | 391,821 | | | | | | 16.00 | | | | | | 4/6/2030 | | |
| | | | | 6/19/2019 | | | | | | 12/1/2018(2) | | | | | | 36,815 | | | | | | 12,272 | | | | | | 0.48 | | | | | | 6/18/2029 | | |
| | | | | 3/26/2018 | | | | | | 12/18/2017(3) | | | | | | 13,822 | | | | | | — | | | | | | 0.30 | | | | | | 3/25/2028 | | |
| | | | | 3/26/2018 | | | | | | 12/18/2017(4) | | | | | | 301,811 | | | | | | — | | | | | | 0.30 | | | | | | 3/25/2028 | | |
Keith Regnante........................
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| | | | 1/10/2021 | | | | | | 1/7/2021(2) | | | | | | — | | | | | | 49,150 | | | | | | 70.93 | | | | | | 1/9/2031 | | |
| | | | | 4/7/2020 | | | | | | 3/1/2020(2) | | | | | | 8,063 | | | | | | 10,367 | | | | | | 16.00 | | | | | | 4/6/2030 | | |
| | | | | 4/7/2020 | | | | | | 2/24/2020(2) | | | | | | 58,459 | | | | | | 75,163 | | | | | | 16.00 | | | | | | 4/6/2030 | | |
Jennifer Lachey, Ph.D..............
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| | | | 1/10/2021 | | | | | | 1/7/2021(2) | | | | | | — | | | | | | 42,250 | | | | | | 70.93 | | | | | | 1/9/2031 | | |
| | | | | 4/7/2020 | | | | | | 3/1/2020(2) | | | | | | 105,534 | | | | | | 135,688 | | | | | | 16.00 | | | | | | 4/6/2030 | | |
| | | | | 6/19/2019 | | | | | | 12/1/2018(2) | | | | | | 27,645 | | | | | | 9,216 | | | | | | 0.48 | | | | | | 6/18/2029 | | |
| | | | | 6/12/2019 | | | | | | 5/13/2019(2) | | | | | | 30,237 | | | | | | 18,143 | | | | | | 0.48 | | | | | | 6/11/2029 | | |
| | | | | 3/26/2018 | | | | | | 12/18/2017(4) | | | | | | 95,255 | | | | | | — | | | | | | 0.30 | | | | | | 3/25/2028 | | |
Plan Category
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(a) Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants And Rights |
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(b) Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights |
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(c) Number of Securities
Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
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Equity compensation plans approved by security holders:
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2017 Stock Incentive Plan, as amended
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| | | | 727,742 | | | | | $ | 0.36 | | | | | | —(1) | | |
2020 Equity Incentive Plan
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| | | | 2,082,942 | | | | | $ | 33.09 | | | | | | 894,104(2) | | |
2020 Employee Stock Purchase Plan
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| | | | — | | | | | | — | | | | | | 414,269(3) | | |
Equity compensation plans not approved by security holders
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| | | | — | | | | | | — | | | | | | — | | |
Total
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| | | | 2,810,684 | | | | | | | | | | | | 1,308,373 | | |
Name
|
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Fees Earned or
Paid in Cash(1) |
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Option
Awards(2)(3) |
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Total
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Nima Farzan
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| | | $ | 46,500 | | | | | $ | 284,083 | | | | | $ | 330,583 | | |
Carl L. Gordon
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| | | | 40,000 | | | | | | 284,083 | | | | | | 324,083 | | |
Mary Ann Gray
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| | | | 55,000 | | | | | | 284,083 | | | | | | 339,083 | | |
Tomer Kariv
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| | | | 43,000 | | | | | | 284,083 | | | | | | 327,083 | | |
Julius Knowles
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| | | | 46,500 | | | | | | 284,083 | | | | | | 330,583 | | |
Ran Nussbaum
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| | | | 75,000 | | | | | | 284,083 | | | | | | 359,083 | | |
Name
|
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Number of Shares
Underlying Options |
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Nima Farzan
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| | | | 16,793 | | |
Carl L. Gordon
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| | | | 8,293 | | |
Mary Ann Gray
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| | | | 24,880 | | |
Tomer Kariv
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| | | | 8,293 | | |
Julius Knowles
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| | | | 8,293 | | |
Ran Nussbaum
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| | | | 8,293 | | |
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Annual Cash
Retainer ($) |
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Annual retainer
|
| | | | 35,000 | | |
Additional retainer for Chair
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| | | | 30,000 | | |
Additional retainer for Audit Committee Chair
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| | | | 15,000 | | |
Additional retainer for Audit Committee member
|
| | | | 7,500 | | |
Additional retainer for Compensation Committee Chair
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| | | | 10,000 | | |
Additional retainer for Compensation Committee member
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| | | | 5,000 | | |
Additional retainer for Nominating and Corporate Governance Committee Chair
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| | | | 8,000 | | |
Additional retainer for Nominating and Corporate Governance Committee member
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| | | | 4,000 | | |
Beneficial Owner
|
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Number of Shares
Beneficially Owned |
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Percent of Shares
Beneficially Owned |
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Greater than 5% Stockholders | | | | | | | | | | | | | |
Entities affiliated with Pontifax(1)
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| | | | 4,794,507 | | | | | | 20.0% | | |
FMR LLC(2)
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| | | | 3,504,798 | | | | | | 14.6 | | |
Arkin Bio Ventures Limited Partnership(3)
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| | | | 2,013,102 | | | | | | 8.4 | | |
Entities affiliated with OrbiMed(4)
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| | | | 1,679,417 | | | | | | 7.0 | | |
Entities affiliated with Deep Track Capital, LP(5)
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| | | | 1,300,000 | | | | | | 5.4 | | |
BlackRock, Inc.(6)
|
| | | | 1,286,526 | | | | | | 5.4 | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Jasbir Seehra, Ph.D.(7)
|
| | | | 987,406 | | | | | | 4.0 | | |
Keith Regnante(8)
|
| | | | 99,736 | | | | | | * | | |
Jennifer Lachey, Ph.D.(9)
|
| | | | 361,201 | | | | | | 1.5 | | |
Nima Farzan(10)
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| | | | 14,719 | | | | | | * | | |
Carl L. Gordon, Ph.D., C.F.A.(4)(11)
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| | | | 1,685,636 | | | | | | 7.0 | | |
Mary Ann Gray, Ph.D.(12)
|
| | | | 13,130 | | | | | | * | | |
Tomer Kariv(1)(13)
|
| | | | 4,800,726 | | | | | | 20.0 | | |
Julius Knowles(14)
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| | | | 580,520 | | | | | | 2.4 | | |
Ran Nussbaum(1)(15)
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| | | | 4,800,726 | | | | | | 20.0 | | |
All executive officers and directors as a group (11 persons)(16)
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| | | | 8,560,438 | | | | | | 34.0% | | |
Related Party
|
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Shares of
Common Stock |
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Total Purchase
Price |
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FMR LLC(1)
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| | | | 390,000 | | | | | $ | 19,500,000 | | |
Foresite Capital Fund IV, L.P.(2)
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| | | | 150,000 | | | | | $ | 7,500,000 | | |
Entities affiliated with Pontifax(3)
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| | | | 60,000 | | | | | $ | 3,000,000 | | |
Related Party
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Shares of
Common Stock |
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Total Purchase
Price |
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Entities affiliated with OrbiMed(1)
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| | | | 562,500 | | | | | $ | 9,000,000 | | |
Entities affiliated with Pontifax(2)
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| | | | 437,499 | | | | | $ | 6,999,984 | | |
Foresite Capital Fund IV, L.P.(3)
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| | | | 125,000 | | | | | $ | 2,000,000 | | |
Arkin Bio Ventures Limited Partnership(4)
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| | | | 120,000 | | | | | $ | 1,920,000 | | |
Jasbir Seehra, Ph.D.(5)
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| | | | 20,000 | | | | | $ | 320,000 | | |
Related Party
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Shares of
Series C Preferred Stock |
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Total
Purchase Price |
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Foresite Capital Fund IV, L.P.(1)
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| | | | 1,303,071 | | | | | $ | 17,500,004 | | |
Entities affiliated with OrbiMed(2)
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| | | | 1,116,917 | | | | | $ | 15,000,015 | | |
Entities affiliated with Pontifax(3)
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| | | | 368,583 | | | | | $ | 4,950,016 | | |
Arkin Bio Ventures Limited Partnership(4)
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| | | | 167,537 | | | | | $ | 2,250,000 | | |
Entities affiliated with Partners Innovation Fund(5)
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| | | | 111,691 | | | | | $ | 1,500,002 | | |
Jasbir Seehra, Ph.D.(6)
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| | | | 11,169 | | | | | $ | 150,003 | | |
| | | | By Order of the Board of Directors | |
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Esther Cho
Corporate Secretary April 18, 2022 |
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