Palvella Therapeutics, Inc DEF 14A, filed Apr 30, 2025

Palvella Therapeutics, Inc. (PVLA)

DEF 14A 2025-04-30 For: 2025-06-10

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Added on June 12, 2026

About this DEF 14A

Palvella Therapeutics, Inc filed this DEF 14A on April 30, 2025.

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	Date:			Tuesday, June 10, 2025
	Time:			11:00 a.m., Eastern Time
	Website Address:			The meeting can be accessed by visiting https://meetnow.global/MLTSDDP, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.
	Record Date:			You can vote if you were a stockholder of record on April 14, 2025.

	TIME AND DATE			RECORD DATE			WEBSITE ADDRESS
	Tuesday, June 10, 2025 11:00 a.m., Eastern Time			April 14, 2025			The meeting can be accessed by visiting https://meetnow.global/MLTSDDP, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.

VOTING MATTERS	FOR MORE INFORMATION	BOARD OF DIRECTORS RECOMMENDATION
PROPOSAL 1: Election of Class II Directors for a Three-Year Term Expiring in 2028 • Elaine J. Heron, Ph.D. • Tadd S. Wessel	Page 44	☑ FOR each nominee
PROPOSAL 2: Ratification of Appointment of EY as our Independent Registered Public Accounting Firm for the 2025 fiscal year	Page 45	☑ FOR
PROPOSAL 3: To approve, on an advisory basis, of the compensation of the Company’s named executive officers	Page 46	☑ FOR

	AC = Audit Committee						C = Chair
	CC = Compensation Committee						M = Member
	NCGC = Nominating and Corporate Governance Committee

	GOVERNANCE ITEMS
	Size of Board (set by the Board)			6
	Number of Independent Directors			5
	Independent Chairman of the Board			Yes
	Board Self-Evaluation			Annual
	Review of Independence of Board			Annual
	Independent Directors Meet Without Management Present			Yes
	Voting Standard for Election of Directors in Uncontested Elections			Plurality

	SUMMARY INFORMATION					i
	CORPORATE GOVERNANCE HIGHLIGHTS					ii
	PROXY STATEMENT					iv
	EXPLANATORY NOTE					v
	GENERAL INFORMATION ABOUT THE MEETING					1
	ATTENDING THE ANNUAL MEETING					1
	PROXY SOLICITATION					1
	STOCKHOLDERS ENTITLED TO VOTE					1
	VOTING METHODS					1
	HOW YOUR SHARES WILL BE VOTED					2
	BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL					3
	QUORUM					3
	PROXY SOLICITATION COSTS					3
	BOARD OF DIRECTORS					4
	BOARD STRUCTURE AND COMPOSITION					4
	CRITERIA FOR BOARD MEMBERSHIP					5
	SELECTION OF CANDIDATES					5
	BOARD OVERSIGHT OF COMPANY CULTURE AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS					6
	DIRECTOR NOMINEES					7
	CONTINUING DIRECTORS					8
	CORPORATE GOVERNANCE AND RISK MANAGEMENT					11
	BOARD INDEPENDENCE					11
	BOARD LEADERSHIP STRUCTURE					11
	BOARD COMMITTEES					11
	RISK MANAGEMENT					12
	EVALUATING BOARD EFFECTIVENESS					12
	CODE OF CONDUCT					12
	INSIDER TRADING POLICY					12
	DIRECTOR ORIENTATION AND CONTINUING EDUCATION					13
	CORPORATE GOVERNANCE GUIDELINES					13
	BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP					13
	COMPENSATION CONSULTANT					16
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					16
	FAMILY RELATIONSHIPS					16
	STOCKHOLDER ENGAGEMENT					17
	DIRECTOR COMPENSATION					18
	NON-EMPLOYEE DIRECTOR COMPENSATION POLICY					18
	DIRECTOR COMPENSATION TABLE					18
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					20
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES					20
	AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES					20

	AUDIT COMMITTEE REPORT					21
	EXECUTIVE OFFICERS					22
	EXECUTIVE COMPENSATION					23
	SUMMARY COMPENSATION TABLE					23
	NAMED EXECUTIVE OFFICER ARRANGEMENTS					24
	COMPENSATION RECOVERY POLICY					28
	PLEDGING AND ANTI-HEDGING POLICIES					28
	EQUITY GRANT TIMING					28
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END					29
	PAY VERSUS PERFORMANCE					31
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					35
	EQUITY COMPENSATION PLAN INFORMATION					39
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					40
	DELINQUENT SECTION 16(a) REPORTS					43
	PROPOSALS TO BE VOTED ON					44
	PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028					44
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR					45
	PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN 2024					46
	OTHER INFORMATION					47
	OTHER MATTERS					47
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					47
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					47
	AVAILABILITY OF MATERIALS					47

VOTING MATTERS	VOTES REQUIRED	TREATMENT OF VOTES WITHHELD, ABSTENTIONS AND BROKER NON-VOTES	BROKER DISCRETIONARY VOTING
PROPOSAL 1: Election of Class II Directors for a Three-Year Term Expiring in 2028	Plurality of the votes properly cast	Votes withheld and broker non-votes will have no effect on the outcome of the proposal	No
PROPOSAL 2: Ratification of Appointment of EY as our Independent Registered Public Accounting Firm for the 2025 fiscal year	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	Yes
PROPOSAL 3: Advisory vote to approve, on an advisory basis, the compensation of the our named executive officers	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	No

	GENERAL CRITERIA
	☑ Personal integrity and ethical character, commitment and independence of thought and judgment.
	☑ Capability to fairly and equally act in the best interest of our stockholders.
	☑ Prior or current leadership experience, including within the biotechnology and biopharmaceutical industries.
	☑ Broad experience, diverse perspectives, and the ability to exercise sound judgment, and a judicious and critical temperament that will enable objective appraisal of management’s plans and programs.
	☑ Willingness and ability to devote sufficient time, energy and attention to Board responsibilities.
	☑ Lack of actual and potential conflicts of interest.

ELAINE J. HERON, PH.D.
Age: 77 Director Since: 2024	Committee Memberships: Audit; Nominating and Corporate Governance (Chair)	Other Public Directorships: Vaxart, Inc.; BioMarin Pharmaceutical Inc.
Elaine J. Heron, Ph.D. has served as a member of our Board since December 2024. From February 2009 to October 2015, Dr. Heron served as Chair and CEO of Amplyx Pharmaceuticals, Inc., a private drug development company acquired by Pfizer, Inc. in April 2021. Dr. Heron currently serves on the boards of Vaxart, Inc., a public clinical-stage biotechnology company, BioMarin Pharmaceutical Inc., a public global biotechnology company, Visgenx, Inc., a private early-stage therapeutics company, Watershed Medical, Inc., a private clinical-stage therapeutics company, and BlueWhale Bio, Inc., a private biotechnology company. Dr. Heron is also an advisor to Kyto Technology and Life Science, Inc. and Cairn Biosciences, Inc. From July 2001 to October 2008, Dr. Heron was Chair and CEO of Labcyte Inc., a private biotechnology company. Before joining Labcyte Inc., Dr. Heron spent six years in positions of increasing responsibility at the Applied Biosystems Group of Applera Corporation, a biotechnology company, including the position of General Manager and Vice President of Sales and Marketing. Dr. Heron earned a B.S. in chemistry with highest distinction and a Ph.D. in analytical biochemistry from Purdue University and an M.B.A. from Pepperdine University.
Skills & Qualifications: We believe Dr. Heron is qualified to serve on our Board because of her extensive experience in life science sales and marketing, finance and accounting, corporate governance matters and research and development.

TADD S. WESSEL
Age: 49 Director Since: 2024	Committee Memberships: Compensation; Nominating and Corporate Governance	Other Public Directorships: None.
Tadd S. Wessel has served as a member of our Board since December 2024. Mr. Wessel also served as a member of Legacy Palvella’s board of directors from January 2023 until December 2024. Mr. Wessel is the founder and Managing Partner of Petrichor, a private investment firm focused on the healthcare sector, a role he has held since January 2017. He is also a founder and Managing Partner of Scion Life Sciences, an affiliate of Petrichor, a position he has held since September 2020. Mr. Wessel has more than 25 years of experience, primarily focused on investing and building companies in the life sciences sectors. Previously, he was a Partner at OrbiMed Advisors LLC (“OrbiMed”) where he led the build-out of the structured investment business. Prior to OrbiMed, Mr. Wessel was a Vice President at Fortress Investment Group focused on healthcare investments. Mr. Wessel began his career in the life sciences investment banking groups at Citigroup and Robertson Stephens. Mr. Wessel has served on more than 30 boards most recently including Aurion Biotech and ITM Isotope Technologies Munich SE. He also serves on the Advisory Board of the AIM at Melanoma Foundation, whose mission is dedicated to finding more effective treatments and, ultimately, the cure for melanoma, and on the Board of the International Centers for Precision Oncology (ICPO) whose mission is to scale access of molecularly targeted precision oncology diagnostics and therapeutics for the benefit of cancer patients globally. Mr. Wessel holds an AB in biology from Princeton University.
Skills & Qualifications: We believe Mr. Wessel is qualified to serve on our Board because of his extensive experience in the healthcare and finance industries.

WESLEY H. KAUPINEN
Age: 47 Director Since: 2024	Committee Memberships: None.	Other Public Directorships: None.
Wesley H. Kaupinen has served as our President and Chief Executive Officer and as a member of our Board since December 2024. Mr. Kaupinen previously served as Legacy Palvella’s Chief Executive Officer and as a member of the Legacy Palvella board of directors since December 2015 until December 2024, and was further appointed President in August 2016. Prior to founding Legacy Palvella, Mr. Kaupinen served as Senior Vice President, Corporate Development and Commercialization at Insmed, Inc., a publicly traded commercial stage biopharmaceutical company focused on developing novel therapies to treat serious rare diseases, from 2013 to August 2015. Previously, Mr. Kaupinen was a Principal at Quaker Partners, an investment firm focused on public market and venture capital investments in innovative life sciences companies, and an associate in the healthcare group at Apax Partners, a global private equity firm. Mr. Kaupinen is a member of the board of directors of Primrose Bio, a private equity-backed company focused on developing and licensing its manufacturing technologies for nucleic acids and proteins used in therapeutics and vaccines. Mr. Kaupinen previously served on the board of directors of Biocoat Holdings, LLC (acquired by GTCR), Intact Vascular, Inc. (acquired by Royal Philips), and TELA Bio, Inc. (NASDAQ: TELA). Earlier in his career, Mr. Kaupinen also held commercial and general management positions at Synthes (now a part of Johnson & Johnson) and Johnson & Johnson Cordis Cardiology. Mr. Kaupinen earned an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. in Economics from the University of Virginia.
Skills & Qualifications: We believe Mr. Kaupinen is qualified to serve on our Board because of his knowledge of Legacy Palvella’s business, as well as his extensive leadership experience and successful record of commercial operations and product pipeline development.

CHRISTOPHER KIRITSY
Age: 60 Director Since: 2016	Committee Memberships: Audit; Nominating and Corporate Governance	Other Public Directorships: None.
Christopher Kiritsy has served as a member of our Board since September 2016. Mr. Kiritsy is founder and managing member of Precision Kapital, LLC, a private investment and advisory firm, a role he has held since 2018. Prior to forming Precision Kapital, Mr. Kiritsy co-founded Arisaph Pharmaceuticals, Inc. (“Arisaph”) and served as Arisaph’s President and Chief Executive Officer from 2005 through March 2018. At Arisaph, Mr. Kiritsy oversaw the development of a broad preclinical and clinical pipeline, taking several cardiometabolic products into clinical development. Additionally, Mr. Kiritsy employed a unique, shareholder friendly financing strategy, raising nearly two thirds of all capital nondilutively through royalty monetization and grant funding. Prior to Arisaph, Mr. Kiritsy served as Executive Vice President, Corporate Development and Chief Financial Officer of Kos Pharmaceuticals, Inc. (“Kos”) and was responsible for finance, corporate communications, strategic planning, and business development functions. During his decade long tenure, Mr. Kiritsy raised approximately $500 million in public equity capital, including Kos’ initial public offering, and spearheaded 10 major corporate development transactions, including product acquisitions, in/out licensing and co-promotion arrangements. Mr. Kiritsy played a central role in building Kos from a start-up into publicly traded, profitable, 1,000 person fully-integrated company, where Kos internally developed and commercialized the blockbuster Niaspan® franchise. Kos was acquired by Abbott Laboratories for $4 billion in 2006. Mr. Kiritsy previously served on the board of directors of HTG Molecular Diagnostics, Inc. In addition, Mr. Kiritsy previously served as a board member and audit committee chair of Melinta Pharmaceuticals, Inc., as a board member of Arisaph and as chairman of the board of Avaxia Biologics, Inc. Mr. Kiritsy received his A.B. in Biology from Bowdoin College and his M.B.A. at night from Boston University School of Business. Mr. Kiritsy is a seasoned entrepreneur, possessing 30 years of unique business and technical experience, and a track record of building successful fully integrated biopharma businesses.
Skills & Qualifications: We believe Mr. Kiritsy is qualified to serve on our Board based on his considerable experience in the pharmaceutical industry and his expertise in finance and corporate development.

GEORGE M. JENKINS
Age: 73 Director Since: 2024	Committee Memberships: Audit (Chair)	Other Public Directorships: None.
George M. Jenkins has served as a member of our Board since December 2024. Mr. Jenkins also served as a member of Legacy Palvella’s board of directors from March 2017 and as its Chair since January 2018, each until December 2024. From 1987 until 2005, Mr. Jenkins was a general partner of Apax Partners, a global private equity firm where he served as chief operating officer. Mr. Jenkins currently serves as a board member of several private companies, including Conventus Orthopaedics, Inc. He has previously served on the board of various public and private companies, including SkinMedica (acquired by Allergan plc), Colorescience, Sunglass Hut and Spyder Active Sports. Mr. Jenkins holds an M.B.A. from Pace University and a B.A. in Economics from Lafayette College, where he currently serves as a Trustee Emeritus.
Skills & Qualifications: We believe Mr. Jenkins is qualified to serve on our Board because of his extensive experience in healthcare investment management as well as his executive leadership and directorship experience.

TODD C. DAVIS
Age: 64 Director Since: 2024	Committee Memberships: Compensation (Chair); Nominating and Corporate Governance	Other Public Directorships: Ligand Pharmaceuticals Incorporated
Todd C. Davis has served as a member of our Board since December 2024. Mr. Davis previously served as a member of Legacy Palvella’s board of directors from April 2017 until December 2024. Mr. Davis currently serves as Chief Executive Officer of Ligand Pharmaceuticals Incorporated (“Ligand”), a role he has held since December 2022. He is the founder and managing partner of RoyaltyRx Capital, LLC, a special opportunities investment firm, a position he has held since September 2018. From 2006 until January 2018, Mr. Davis was a Co-founder and Managing Partner of Cowen/HealthCare Royalty Partners, a global healthcare investment firm. Previously, Mr. Davis was a Partner at Paul Capital Partners, where he co-managed that firm’s royalty investments as a member of the Royalty Management Committee from 2004 to 2006. He also served as a Partner responsible for biopharmaceutical growth equity investments at Apax Partners from 2001 to 2004. Mr. Davis began his business career in various sales and product management roles at Abbott Laboratories where he held several commercial roles of increasing responsibility during the period from 1990 to 1995. He subsequently held general management, business development, and licensing roles at Elan Pharmaceuticals, LLC from 1997 to 2001. Mr. Davis currently serves as a member of the board of directors and the Executive Chairman of Benuvia Holdings, Inc., a private pharmaceutical holding company, and a member of the board of directors of Virocell Biologics, a private contract manufacturing and development organization, and Channel Therapeutics Corporation, a privately held biotechnology company. Mr. Davis also currently serves a member of the board of directors of Ligand, a publicly held biopharmaceutical company, and previously served on the boards of Vaxart, Inc., a publicly held biotechnology company from 2021-2023 and BioDelivery Sciences International, Inc., a publicly held specialty pharmaceutical company acquired by Collegium Pharmaceutical, Inc. in 2022, from 2018 to 2022. Mr. Davis holds an M.B.A. from Harvard University and a B.S. from the U.S. Naval Academy.
Skills & Qualifications: We believe Mr. Davis is qualified to serve on our Board because of his extensive experience in the healthcare industry and healthcare investment management as well as his experience as a director of a publicly held biopharmaceutical company.

	BY E-MAIL				BY MAIL				BY TELEPHONE
	General Inquiries: info@palvellatx.com Investors and Media: palvella@argotpartners.com				Attention: Secretary Palvella Therapeutics, Inc. 125 Strafford Avenue, Suite 360 Wayne, PA 19087				(484) 253-1461

	COMPENSATION ELEMENTS: NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
	CASH RETAINERS:
	Annual Board Member Retainers
	Member			$40,000
	Chairperson (additional to Member retainer)			$30,000
	Annual Committee Chair Retainers
	Audit			$15,000
	Compensation			$10,000
	Nominating and Corporate Governance			$8,000
	Annual Committee Member Retainers
	Audit			$7,500
	Compensation			$5,000
	Nominating and Corporate Governance			$4,000
	EQUITY AWARDS:
	Initial Equity Grant			Option to purchase 24,700 shares of our common stock, vesting in 36 equal monthly installments, subject to the continued service of the grantee through the applicable vesting dates

DIRECTOR NAME	FEES EARNED OR PAID IN CASH ($)(1)		OPTION AWARDS ($)(2)		TOTAL (S)
George M. Jenkins		—		318,142		318,142
Todd C. Davis		—		318,142		318,142
Christopher Kiritsy		64,698		236,537		301,235
Tadd S. Wessel		—		231,844		231,844
Elaine J. Heron, Ph.D.		—		231,844		231,844
James Geraghty(3)		82,613		—		82,613
Michael Richman(3)		41,132		—		41,132
Ann Barbier, M.D., Ph.D.(3)		40,115		—		40,115
Peter Kiener, D.Phil.(3)		55,515		—		55,515
Matthew L. Sherman, M.D.(3)		41,882		—		41,882
Maya R. Said, Sc.D.(3)		40,115		—		40,115

SERVICE	2024			2023
Audit Fees		$	1,314,648		$	878,000
Audit-Related Fees			—			—
Tax Fees		$	22,000			—
All Other Fees			—			—
Total		$	1,336,648		$	878,000

NAME	POSITION	AGE
Wesley H. Kaupinen	President, Chief Executive Officer and Director		47
Matthew E. Korenberg	Chief Financial Officer, Treasurer and Secretary		50
Kathleen Goin	Chief Operating Officer		55
Jeffrey Martini, Ph.D.	Chief Scientific Officer		47

NAME AND PRINCIPAL POSITION	YEAR		SALARY ($)		BONUS ($)(1)		OPTION AWARDS ($)(2)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		ALL OTHER COMPENSATION ($)		TOTAL ($)
Wesley H. Kaupinen President and Chief Executive Officer		2024		384,923		515,500		4,534,999		—		643		5,436,064
Wesley H. Kaupinen President and Chief Executive Officer		2023		375,462		—		209,858		—		643		585,963
Kathleen Goin Chief Operating Officer		2024		381,440		257,520		485,612		—		—		1,124,572
Kathleen Goin Chief Operating Officer		2023		354,975		49,056		941,776		—		—		1,345,807
Jeffrey Martini, Ph.D. Chief Scientific Officer		2024		320,755		209,680		1,336,328		—		—		1,866,763
Jeffrey Martini, Ph.D. Chief Scientific Officer		2023		293,588		39,852		281,539		—		—		614,979
Stephen S. Yoder Former Chief Executive Officer		2024		535,504		—		—		—		890,700		1,426204
Stephen S. Yoder Former Chief Executive Officer		2023		584,595		146,149		614,818		—		13,390		1,358,952
Thomas Bures Former Chief Financial Officer		2024		383,482		—		—		—		560,217		943,699
Thomas Bures Former Chief Financial Officer		2023		400,155		80,031		241,536		—		7,315		729,037

	OPTION AWARDS
NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		OPTION EXERCISE PRICE ($)			OPTION EXERCISE DATE
Wesley H. Kaupinen		9,824(1)		11,609		$	9.79		2/22/2033
		15,274(2)		66,185		$	7.53		5/27/2034
		—(6)		417,806		$	13.60		12/12/2034
Kathleen Goin		11,857(3)		—		$	7.14		10/29/2029
		14,002(3)		—		$	7.14		10/29/2029
		25,776(4)		—		$	9.08		10/14/2030
		39,405(1)		46,569		$	9.79		2/22/2033
		4,681(1)		5,532		$	9.79		2/22/2033
		5,585(2)		24,202		$	7.53		5/27/2034
		—(6)		27,843		$	13.60		12/12/2034
Jeffrey Martini, Ph.D.		32,272(5)		—		$	9.08		10/11/2030
		8,498(1)		4,681		$	9.79		2/22/2033
		4,681(1)		5,532		$	9.79		2/22/2033
		3,729(2)		16,159		$	7.53		5/27/2034
		—(6)		126,416		$	13.60		12/12/2034
Stephen S. Yoder		6,151(7)		—		$	121.60		2/12/2026
		5,430(8)		—		$	159.20		2/23/2027
		4,064(9)		—		$	684.80		2/20/2028
		4,751(10)		—		$	247.20		2/26/2029
		5,251(11)		—		$	252.00		2/27/2030
		6,212(12)		—		$	200.00		3/4/2031
		5,379(13)		—		$	242.20		2/22/2032
		3,470(14)		—		$	111.20		2/24/2033
Thomas Bures		1,563(15)		—		$	159.20		12/18/2027
		892(10)		—		$	247.20		2/26/2029
		1,001(11)		—		$	252.00		2/27/2030
		1,759(12)		—		$	200.00		3/4/2031
		1,856(13)		—		$	242.40		2/22/2032
		1,362(14)		—		$	111.20		2/24/2033

Year	Summary Compensation Table Total for First PEO(1) ($)		Summary Compensation Table Total for Second PEO(1) ($)		Compensation Actually Paid to First PEO(1)(2)(3) ($)		Compensation Actually Paid to Second PEO(1)(2)(3) ($)		Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)		Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($)		Value of Initial Fixed $100 Investment based on TSR ($)(4)		Net Income (Loss) ($ Thousands)(5)
2024		1,426,204		5,148,564		1,379,772		4,551,549		1,195,278		1,270,466		3.97		(17,434)
2023		1,358,952		—		553,945		—		717,241		448,400		4.81		18,691
2022		2,062,843		—		(526,880)		—		954,079		190,343		27.51		(33,277)

	Year			Summary Compensation Table Total for First PEO ($)						Exclusion of Stock Awards and Option Awards for First PEO ($)						Inclusion of Equity Values for First PEO ($)						Compensation Actually Paid to First PEO ($)
	2024					1,426,204						—						(46,432)						1,379,772

	Year			Summary Compensation Table Total for Second PEO ($)						Exclusion of Stock Awards and Option Awards for Second PEO ($)						Inclusion of Equity Values for Second PEO ($)						Compensation Actually Paid to Second PEO ($)
	2024					5,148,564						(4,534,999)						3,937,984						4,551,549

	Year			Average Summary Compensation Table Total for Non-PEO NEOs ($)						Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)						Average Inclusion of Equity Values for Non-PEO NEOs ($)						Average Compensation Actually Paid to Non-PEO NEOs ($)
	2024					1,195,278						(607,313)						682,501						1,270,466

	Year			Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($)						Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($)						Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($)						Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($)						Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($)						Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for First PEO ($)						Total- Inclusion of Equity Values for First PEO ($)
	2024					—						—						—						(3,947)						(42,485)						—						(46,432)

	Year			Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)						Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)						Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)						Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)						Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)						Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)						Total- Average Inclusion of Equity Values for Non-PEO NEOs ($)
	2024					520,114						159,479						2,804						5,443						(5,339)						—						682,501

INVESTOR	SHARES OF COMMON STOCK (#)		PRE-FUNDED WARRANTS (#)		TOTAL PURCHASE PRICE ($)
Averill Master Fund, Ltd		714,463		—		9,999,981
Entities affiliated with BVF Partners		—		1,071,695		14,999,979
Entities affiliated with Samsara BioCapital, LP		35,722		—		499,983
Eagles Mere Air Museum Foundation(1)		11,026		—		154,328
Todd C. Davis(2)		36,732		—		514,126
Wesley H. Kaupinen(3)		1,470		—		20,577
TOTAL		799,413		1,071,695		26,188,974

NAME OF NOTEHOLDER	PRINCIPAL AMOUNT OF CONVERTIBLE NOTES ($)
Petrichor Opportunities Fund I LP.(1)		2,500,000
Ligand Pharmaceuticals Incorporated(2)		2,500,000
Todd C. Davis(2)		500,000
Eagles Mere Air Museum Foundation(3)		150,000
Wesley H. Kaupinen(4)		20,000
TOTAL		5,670,000

PLAN CATEGORY	Number of securities to be issued upon exercise of outstanding options and other rights (a)		Weighted- average exercise price of outstanding options and other rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		1,750,973		$	21.50(2)		2,447,168(3)
Equity compensation plans not approved by security holders		—			—		—
Total		1,750,973		$	21.50		2,447,168

NAME OF BENEFICIAL OWNER	NUMBER OF SHARES		PERCENTAGE
Greater than 5% Holders:
Entities affiliated with Biotechnology Value Fund, L.P.(1)		1,145,004		9.9%
Entities affiliated with Suvretta Capital Management, LLC(2)		714,463		6.5%
Entities affiliated with Samsara BioCapital, L.P.(3)		679,486		6.2%
Entities affiliated with Frazier Life Sciences Public Fund, L.P.(4)		575,892		5.2%
Integrated Finance Group(5)		559,949		5.1%
Directors and Named Executive Officers:
Wesley H. Kaupinen(6)		1,717,283		15.4%
Kathleen Goin(7)		129,270		1.2%
Jeffrey Martini Ph.D.(8)		81,205		*
George M. Jenkins(9)		211,347		1.9%
Todd C. Davis(10)		124,886		1.1%
Elaine J. Heron, Ph.D.(11)		60,049		*
Christopher Kiritsy(12)		7,741		*
Tadd S. Wessel(13)		4,116		*
Stephen S. Yoder		—		*
Thomas Bures		—		*
All current directors and executive officers as a group (9 individuals)(14)		2,346,641		20.5%