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Insider Trading Arrangements

3 Months Ended

Dec. 31, 2023

During the fiscal quarter ended December 31, 2023, none of our directors or "officers" (as defined in Rule 16a-1(f) under the Exchange Act) informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:


Name & Title	Date Adopted	Character of Trading Arrangement(1)		Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement	Duration (2)	Other Material Terms	Date Terminated
Maria Palasis, Ph.D., President & Chief Executive Officer	December 21, 2023	Rule 10b5-1 Trading Arrangement	(3)	Up to 92,487 shares to be sold	August 1, 2024 and March 14, 2025	(4)	N/A

The trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

The trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. The trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. The arrangement also provided or provides for automatic expiration in the event of death or a personal bankruptcy filing.

Complied with the then-applicable requirements of Rule 10b5-1(c) when adopted in December 2023.

Dr. Palasis adopted this trading arrangement for shares subject to option agreements that are scheduled to expire in 2025.

On March 18, 2024, the Company’s Board of Directors granted 275,000 restricted stock units to Dr. Waksal, which will vest in a single installment on January 31, 2025, and an option to purchase 500,000 shares of the Company’s common stock to Dr. Palasis, which vests in 48 equal monthly installments commencing on January 31, 2024. In addition, on March 21, 2024, the Company’s Board of Directors granted 385,000 performance-based restricted stock units to Dr. Waksal and a performance-based option to purchase 550,000 shares of the Company’s common stock to Dr. Palasis. Each of these performance-based awards will vest in a single installment on January 31, 2028, subject to the achievement by the Company of certain specified strategic milestones within specified timeframes, with potential accelerated vesting in connection with a change in control or qualifying termination of the executive officer’s employment.

Maria Palasis Ph D [Member]

Trading Arrangements, by Individual

Name

Maria Palasis, Ph.D

Title

President & Chief Executive Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

December 21, 2023

Arrangement Duration

225 days