Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

From time to time, we have granted stock options to our employees, including the named executive officers. Historically, we granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants were approved by the Compensation Committee prior to the grant date. Also, non-employee directors receive automatic grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Director Compensation” above. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information, or MNPI, about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

The following table sets forth information relating to the grant of stock options close in time to the filing of certain SEC reports.

Grant of Stock Options Close in Time to the Filing of Certain SEC Reports


							% Change in
							the closing
							market price
							of securities
		Number of securities					underlying
Name	Grant Date	underlying the award⁽¹⁾	Exercise Price ⁽¹⁾		Grant Date Fair Value ⁽²⁾		the award ⁽³⁾
Christopher Posner	March 6, 2024	35,833	$	11.88	$	326,800	6.1	%
Ryan Maynard	March 6, 2024	12,917	$	11.88	$	117,800	6.1	%
Scott Terrillion	March 6, 2024	12.917	$	11.88	$	117,800	6.1	%

(1)	The number of shares subject to the options and the exercises prices, as set forth in the table above, give effect to a one-for-12 reverse stock split of our common stock, which was effected in December 2024.

(2)

Amounts reflect the grant date fair value of each option award granted, calculated in accordance with ASC 718. The amounts reflected for 2024 consist of stock options that contained performance conditions and assumes achievement of full performance and excludes the effect of forfeitures. See Performance-based Stock Options above. Because the performance milestones of these stock options were not achieved, the options were forfeited.

(3)

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the filing of the Company’s Annual Report on Form 10-K and the trading day beginning immediately following the date of the filing of the Annual Report on Form 10-K.

Award Timing Predetermined

true

Award Timing, How MNPI Considered

The Compensation Committee considers whether there is any material nonpublic information, or MNPI, about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our company’s public disclosure of MNPI.

Awards Close in Time to MNPI Disclosures, Table

The following table sets forth information relating to the grant of stock options close in time to the filing of certain SEC reports.

Grant of Stock Options Close in Time to the Filing of Certain SEC Reports


							% Change in
							the closing
							market price
							of securities
		Number of securities					underlying
Name	Grant Date	underlying the award⁽¹⁾	Exercise Price ⁽¹⁾		Grant Date Fair Value ⁽²⁾		the award ⁽³⁾
Christopher Posner	March 6, 2024	35,833	$	11.88	$	326,800	6.1	%
Ryan Maynard	March 6, 2024	12,917	$	11.88	$	117,800	6.1	%
Scott Terrillion	March 6, 2024	12.917	$	11.88	$	117,800	6.1	%

(1)	The number of shares subject to the options and the exercises prices, as set forth in the table above, give effect to a one-for-12 reverse stock split of our common stock, which was effected in December 2024.

(2)

Amounts reflect the grant date fair value of each option award granted, calculated in accordance with ASC 718. The amounts reflected for 2024 consist of stock options that contained performance conditions and assumes achievement of full performance and excludes the effect of forfeitures. See Performance-based Stock Options above. Because the performance milestones of these stock options were not achieved, the options were forfeited.

(3)

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the filing of the Company’s Annual Report on Form 10-K and the trading day beginning immediately following the date of the filing of the Annual Report on Form 10-K.

Awards Close in Time to MNPI Disclosures

Underlying Securities | shares

35,833

Fair Value as of Grant Date | $

$ 326,800

Name

Ryan Maynard

Exercise Price | $ / shares

$ 11.88

Underlying Security Market Price Change

6.1

Awards Close in Time to MNPI Disclosures

Underlying Securities | shares

12.917

Fair Value as of Grant Date | $

$ 117,800