OTLK · Outlook Therapeutics, Inc.

The transactions reported in Table II above involved the amendment of the outstanding Tranche A warrants issued on January 16, 2025 to reduce the exercise price from $2.26 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

On May 28, 2026, GMS Ventures and Investments ("GMS Ventures") entered into a securities purchase agreement with Outlook Therapeutics, Inc. (the "Issuer") pursuant to which the Issuer agreed to issue and sell 8,539,709 shares of the Issuer's common stock at $0.5855 per share in a registered direct offering for a total purchase price of approximately $5.0 million.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The transactions reported in Table II above involved the amendment of the outstanding Tranche A warrants issued on January 16, 2025 to reduce the exercise price from $2.26 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The transactions reported in Table II above involved the amendment of the outstanding warrants issued on May 27, 2025 to reduce the exercise price from $1.40 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The transactions reported in Table II above involved the amendment of the outstanding Tranche B warrants issued on January 16, 2025 to reduce the exercise price from $2.26 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The transactions reported in Table II above involved the amendment of the outstanding Tranche B warrants issued on January 16, 2025 to reduce the exercise price from $2.26 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The transactions reported in Table II above involved the amendment of the outstanding warrants issued on May 27, 2025 to reduce the exercise price from $1.40 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The options were granted under the 2024 Plan in lieu of $50,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $90,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $85,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $110,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $55,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $55,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

25% of the shares subject to the option will vest on July 1, 2026, with the remaining shares vesting in 36 equal monthly installments over the following three (3) years, subject to the Reporting Person's Continuous Service to the Issuer through each such vesting date.

Acquired in an underwritten public offering, pursuant to which Outlook Therapeutics, Inc. (the "Issuer") sold shares of common stock, and, for each such share of common stock, accompanying warrants to purchase two shares of common stock, at a purchase price of $1.40 per share and accompanying warrant.

These securities are held of record by GMS Ventures and Investments ("GMS Ventures"). Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Acquired in an underwritten public offering, pursuant to which Outlook Therapeutics, Inc. (the "Issuer") sold shares of common stock, and, for each such share of common stock, accompanying warrants to purchase two shares of common stock, at a purchase price of $1.40 per share and accompanying warrant.

These securities are held of record by GMS Ventures and Investments ("GMS Ventures"). Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The shares underlying the option shall vest in three (3) equal installments on each of March 31, 2025, June 30, 2025 and September 30, 2025, subject to the Optionholder's Continuous Service to the Issuer through such vesting date.

On January 22, 2025, the Reporting Persons filed a Form 4 reporting the exercise of certain warrants to purchase shares of the Issuer's common stock. This amendment is being filed to report the receipt of shares of the Issuer's common stock upon the exercise of such warrants and to correct the date of earliest transaction reported.

Pursuant to the terms of a warrant exercise inducement offer letter agreement, dated as of January 16, 2025, by and between Outlook Therapeutics, Inc. (the "Issuer") and GMS Ventures and Investments ("GMS Ventures"), GMS Ventures agreed to exercise its existing warrant to purchase shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), at a reduced exercise price of $2.51 per share in exchange for the Company's agreement to issue new warrants to purchase 6,917,142 shares of Common Stock.

These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

By virtue of the relationships described above in Footnote 3, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

The options were granted under the 2024 Plan in lieu of $50,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $55,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $90,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $90,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $55,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

The options were granted under the 2024 Plan in lieu of $85,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant was made under the 2024 Plan and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant was made under the 2024 Plan and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant was made under the 2024 Plan and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant was made under the 2024 Plan and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant was made under the 2024 Plan and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2025, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.