CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a description of transactions since January 1, 2024 to which we have been a party, in which the amount involved exceeds $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
Director and Executive Officer Compensation
Please see the sections titled “Director Compensation” and “Executive Compensation” for information regarding the compensation of our directors and executive officers.
We have entered into employment agreements with our executive officers. For more information regarding these agreements, see the section titled “Executive Compensation—Executive Compensation Arrangements.”
Indemnification Agreements and Directors’ and Officers’ Liability Insurance
We have entered into indemnification agreements with each of our directors and executive officers. These agreements will require us to, among other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.
In November and December 2024, we entered into exchange agreements (the “Exchange Agreements”) with each of Biotechnology Value Fund, L.P. and certain of its affiliates (collectively, “BVF”) and RA Capital Healthcare Fund, L.P. (“RA Capital”) pursuant to which we exchanged an aggregate of 5,775,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), owned by BVF and an aggregate of 535,000 shares of Common Stock owned by RA Capital, for pre-funded warrants (the “Exchange Warrants”) to purchase the same number of shares of common stock (subject to adjustment in the event of stock splits, recapitalization and other similar events affecting common stock), with an exercise price of $0.0001 per share. Each of BVF and RA Capital beneficially owned greater than 5% of our outstanding common stock at the time of the exchanges. The Exchange Warrants are exercisable at any time, except that the Exchange Warrants will not be exercisable by BVF or RA Capital if, upon giving effect or immediately prior thereto, BVF, or RA Capital, respectively would beneficially own more than 9.99% of the total number of issued and outstanding common stock.
In January 2026, we entered into exchange agreements with each of BVF and RA Capital, pursuant to which we exchanged an aggregate of 1,750,000 shares of Common Stock owned by BVF and an aggregate of 4,850,000 shares of Common Stock owned by RA Capital for pre-funded warrants (the “2026 Exchange Warrants”) to purchase the same number of shares of common stock (subject to adjustment in the event of stock splits, recapitalization and other similar events affecting common stock), with an exercise price of $0.0001 per share. Each of BVF and RA Capital beneficially owned greater than 5% of our outstanding common stock at the time of the exchanges. The 2026 Exchange Warrants are exercisable at any time, except that the 2026 Exchange Warrants will not be exercisable by BVF or RA Capital if, upon giving effect or immediately prior thereto, BVF, or RA Capital, respectively, would beneficially own more than 9.99% of the total number of issued and outstanding common stock.
The son of Fariborz Kamal, our former President and Chief Operating Officer is employed in our Information Technology department. In 2025, he was paid $0.2 million in total compensation, including restricted stock units with an immaterial aggregate grant date fair value.
In March 2024, we entered into a research and option agreement with Reignite Therapeutics Inc. (“Reignite”), which such agreement covers research funding for vector discovery programs at Reignite and grants us an option to acquire such vectors and related intellectual property. David Kirn, M.D., our President and Chief Executive Officer, is
